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~~2016

Commission File Number: ~~000~~333-~~55140~~153502

~~STREAMTRACK~~TOTAL SPORTS MEDIA, INC. (FORMERLY KNOWN AS 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.)
347 Chapala StreetSanta Barbara, California		93101
5662 Calle Real #231 Goleta, California		93117
(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.

Title of each class		Name of each exchange on which registered
Common stock, $0.001 par value		OTC

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~~2016 the registrant had 34,~~559~~190,~~818~~055,~~555~~213 shares of common stock outstanding.

TOTAL SPORTS MEDIA, INC. (FORMERLY KNOWN AS STREAMTRACK, INC.).

FORM 10-K

TABLE OF CONTENTS

PART I
Item 1 –	Business		4
Item 1	–	Business	4
Item 1A –	Risk Factors		13
Item 1A	–	Risk Factors	13
Item 1B –	Unresolved Staff Comments		13
Item 1B	–	Unresolved Staff Comments	13
Item 2 –	Properties		14
Item 2	–	Properties	14
Item 3 –	Legal Proceedings		14
Item 3	–	Legal Proceedings	14
Item 4 –	Mine Safety Disclosures		14
Item 4	–	Mine Safety Disclosures	14
PART II
Item 5 –	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
Item 5	–	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6 –	Selected Financial Data		17
Item 6	–	Selected Financial Data	16
Item 7 –	Management's Discussion and Analysis of Financial Condition and Results of Operations		17
Item 7	–	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A –	Quantitative and Qualitative Disclosures About Market Risk		29
Item 7A	–	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8 –	Financial Statements and Supplementary Data		30
Item 8	–	Financial Statements and Supplementary Data	29
Item 9 –	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		31
Item 9	–	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A –	Controls and Procedures		31
Item 9A	–	Controls and Procedures	30
Item 9B –	Other Information		32
Item 9B	–	Other Information	31
PART III
Item 10 –	Directors, Executive Officers and Corporate Governance		33
Item 10	–	Directors, Executive Officers and Corporate Governance	32
Item 11 –	Executive Compensation		36
Item 11	–	Executive Compensation	35
Item 12 –	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		38
Item 12	–	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13 –	Certain Relationships and Related Transactions, and Director Independence		39
Item 13	–	Certain Relationships and Related Transactions, and Director Independence	39
Item 14 –	Principal Accountant Fees and Services		39
Item 14	–	Principal Accountant Fees and Services	40
PART IV
Item 15 –	Exhibits, Financial Statement Schedules		40
Item 15	–	Exhibits, Financial Statement Schedules	41
Signatures			4142

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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, and those discussed in the section titled “Risk Factors” included in this Annual Report on Form 10-K. 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. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled “Risk Factors.” 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,“Total ~~"StreamTrack~~Sports Media,"” the "“Company,"” "“we,"” "“our,"” and similar terms refer ~~StreamTrack~~Total Sports Media, Inc. ~~and~~(formerly ~~its~~known ~~wholly~~as ~~owned~~StreamTrack, ~~subsidiaries~~Inc.)., unless the context indicates otherwise.

3 Table of Contents

PART I.

ITEM 1. BUSINESS

The Company

Our primary business is providing streaming solutions to internet and mobile broadcasters and content providers and earning revenue from advertisers. As of the end of our fiscal year ending August 31, 2016, we had total assets of $461,168, total liabilities of $5,068,577 and total stockholders’ deficit of $6,297,909. Revenues for the fiscal year were $543,816 and we had a net loss of $1,108,509. Please see the “Financial Statements” for more complete details.

Business Overview

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). (the “Company”) is a digital media and technology services company. The Company provides ~~audio~~advertising and ~~video~~ streaming ~~and advertising~~ services through its ~~RadioLoyaltyTM~~RadioLoyalty™ Platform (the "“Platform"”) to over 5,000 internet and terrestrial radio stations ~~and~~as well as 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. Under development, Robot Fruit 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 which is being designed to enable fans, artists, bands, music publishers and record labels to distribute, discover, create and share content. The Company through Amped Fantasy 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 is being designed to 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’s 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 Sports Alert™ 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.

WeAs ~~also~~of ~~developing~~August ~~Robot~~31, ~~Fruit~~2016, ~~which~~we ishad ~~intended~~193,735 toregistered beRadioLoyalty ~~a powerful marketing tool that combines a mobile app creation platform~~users, ~~customer~~which ~~loyalty~~we ~~program,~~define ~~and~~as ~~content~~the ~~management~~total ~~system~~number ~~into~~of anaccounts ~~instant~~that ~~and~~have ~~measurable~~been ~~marketing~~created ~~engine~~ for ~~businesses.~~our ~~The~~loyalty ~~Company~~service isat ~~also~~period ~~continuing development of StreamTrak~~end, ~~designed to enable fans, artists, bands, music publishers~~ and ~~record~~we ~~labels~~were toadding ~~distribute,~~around ~~discover~~1,600 ~~create~~new ~~and~~registered ~~share~~users ~~content.~~every Inmonth ~~addition,~~on ~~the~~average ~~Company~~over ~~through ampedfantasy.com has entered~~ the ~~rapidly~~last ~~growing~~12 ~~daily fantasy sports industry~~months. ~~The~~For ~~Amped~~the ~~Fantasy~~fiscal ~~brand~~year ~~will~~ended ~~offer~~August ~~diverse contests to attract fans of all kinds. The mobile and web offering which is under development will include~~31, ~~but not be limited to free and paid daily~~2016, ~~weekly,~~we ~~pick'em,~~streamed ~~salary~~over ~~cap, flex or customized roster and guaranteed prize or payout contests~~8.3 ~~Fantify~~million ~~which~~hours isof ~~under~~content ~~development, is a fully customizable daily fantasy sports~~ and ~~private~~had ~~label~~over ~~fantasy~~18 ~~sports~~million ~~technology~~launches ~~platform.~~of ~~Once~~our ~~venues signup for Fantify and setup a contest, they invite new or existing customers, and award prizes~~UniversalPlayerTM. ItFor ~~will~~the befiscal ~~free~~year toended ~~play~~August ~~for customers to win prizes~~31, ~~compete against friends and others~~2015, ~~feel~~we ~~closer~~streamed toover ~~the real life game, and all with no season-long commitment~~9.9 ~~Through sportsalert.com the~~million ~~Company~~hours ~~owns~~of acontent ~~subscriber~~and ~~based~~had ~~alert system for various sports with~~ over ~~100,000~~23 ~~registered~~million ~~users.~~launches ~~Users~~of ~~can~~our ~~choose whether they want score updates sent to their mobile phone or email, customizable by sport and events~~UniversalPlayerTM.

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~~Goleta ~~Barbara,~~ California~~, with broadcast and content delivery network facilities in Santa Barbara, California and Los Angeles, California, respectively~~.

4 Table of Contents

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~~today’s 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.

5 Table of Contents

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. 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 ~~which~~- ~~was~~Ads ~~rejected~~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~~chose 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~~This ~~and~~market ~~services~~opportunity ~~due~~reflects to several important trends ~~such as that~~:

· many consumers are now equipped with high-speed broadband connections; · the cost of creating and producing professional audio and video content has dropped dramatically; · audio and video content consumption has become a mainstream online and mobile activity for consumers; · smartphones and tablets are rapidly becoming mainstream tools for digital media consumption; · 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~~cost ~~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~~creating 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 isproducing ~~projected to grow to $17 billion by 2020. With endorsements by~~ professional ~~sports~~audio ~~organizations including the NFL, MLB,~~ and ~~NBA~~video ~~along~~content ~~with~~has ~~credible~~dropped 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.dramatically;

audio and video content consumption has become a mainstream online and mobile activity for consumers;

smartphones and tablets are rapidly becoming mainstream tools for digital media consumption;

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. According to the Fantasy Sports Trade Association (FSTA) and Eilers & Krejcik, daily fantasy sports revenue in 2014 was around 1 billion dollars and is projected to grow to 8 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.

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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~~then 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~~UniversalPlayer™ in online environments, and through our RadioLoyalty™ app in popular mobile and ~~internet~~IP 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 mixed 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~~2017.

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We offer multiple pricing models designed around maximizing our customers' return on investment (~~ROI~~RIO). Our display, audio, and video for internet, ~~internet~~IP 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~~In June 2015, the Company ~~believes~~received ~~that~~an ~~its~~Office ~~claims~~Action ~~for~~where the ~~WatchThis~~examiner ~~technology~~laid ~~are~~out ~~patentable~~new grounds of rejection addressed to the new claim language from our previous amendment to U.S. App No.: 12/146,922 ~~its~~- ~~patent~~WATCH ~~application~~THIS ~~was~~- 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 ~~chose~~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~~related ~~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. We sold the www.watchthis.com domain name for $30,000 in February 2016.

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Livon.Tv

Livon.Tv lets users instantly broadcast live video online and chat with your viewers. The purchase included iOS app, Android app, site, licensed software, domain, identity (custom logo), hosting for 1 year. Over 9,000 downloads and 6,000 registered users. The company purchased this in 2016.

Lead Generation Websites

We own approximately 1510 websites and ~~125~~40 URLs (Uniform Resource Locators or internet domains) that we have been 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~~an weowned ~~own~~ and ~~operate~~operated property, 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~~is being designed to 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’s 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

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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.

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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~~recruit 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.

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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.

12We 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. Much of this changing landscape is within State law, however we may be effected adversely in the future depending on legislation.

We12 ~~are~~Table ~~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.Contents

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~~2016, 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~~5662 ~~Chapala~~Calle ~~Street~~Real #231, ~~Santa Barbara~~Goleta, California ~~93101~~93117 and our telephone number is (805) 308-9151. Our website is located at www.~~streamtrack~~totalsportsmedia.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 29, 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. WeDuring the year ended August 31, 2016 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~~small ~~reporting~~business ~~companies~~issuers.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not ~~required for smaller reporting companies~~applicable.

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ITEM 2. PROPERTIES

Our principal executive offices are located in ~~Santa Barbara~~Goleta, California ~~in a 4,154 square-foot facility, under three operating leases, each of which expire on May 15, 2016~~.

We ~~believe~~cannot guarantee that our ~~current~~websites ~~facilities~~will ~~are~~always ~~adequate~~be toerror ~~meet~~free ~~our customers' needs for the near future and that suitable additional~~ or ~~alternative~~operational ~~space will be available on commercially reasonable terms to accommodate our foreseeable future operations~~24/7.

~~ITEM~~We 3.believe ~~LEGAL~~that ~~PROCEEDINGS~~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.

WeITEM ~~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~~3. LEGAL PROCEEDINGS

We may be involved in legal actions and claims arising in the ordinary course of business, from time to time. On June 17, 2016, a lawsuit was filed against StreamTrack Media, Inc. by AllDigital, Inc. for $33,580 plus attorney fees for breach of contract, goods and services rendered, and quantum meruit. The Company is reviewing the case and plans to respond accordingly. We may file collection actions or be involved in other litigation in the future.

ITEM 4. MINE SAFETY DISLOSURES

Not applicable.

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PART II

Common Stock

Our common stock is traded on the OTC ~~Pink~~(the ~~market~~“OTC”) under the symbol "“STTK.",” ~~and previously was quoted on the OTCQB.~~ The following table sets forth the range of high and low sales prices ofon ~~our~~the ~~common~~OTC ~~stock~~ of our common stock for the periods indicated,. ~~These~~as ~~prices~~reported ~~are~~by ~~based~~the ~~on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions~~OTC.

	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

Our common stock has traded on the OTC under the symbol “STTK” since April 4, 2013. Prior to that date our common stock traded under the symbol LUXD since August 27, 2009.

AsThe offollowing ~~August~~table ~~31,~~sets ~~2015~~forth, ~~there~~for ~~were~~the ~~approximately 25~~periods ~~holders~~indicated, ~~of record of our common stock. The number of beneficial stockholders is substantially greater than~~ the ~~number~~high ofand ~~holders~~low ofsales ~~record~~prices ~~because~~per ashare ~~large portion~~ of our common stock isas ~~held~~reported ~~through~~on ~~brokerage~~the ~~firms~~OTC.

Dividend Policy

	High		Low
Fiscal Year Ended August 31, 2016
First quarter (September 1, 2015 – November 30, 2015)	$	0.08	$	0.08
Second quarter (December 1, 2015 – February 28, 2016)	$	0.08	$	0.08
Third quarter (March 1, 2016 – May 31, 2016)	$	0.08	$	0.08
Fourth quarter (June 1, 2016 – August 31, 2016)	$	0.08	$	0.08

	High		Low
Fiscal Year Ended August 31, 2015
First quarter (September 1, 2014 – November 30, 2014)	$	1.60	$	0.16
Second quarter (December 1, 2014 – February 28, 2015)	$	2.16	$	0.08
Third quarter (March 1, 2015 – May 31, 2015)	$	0.56	$	0.08
Fourth quarter (June 1, 2015 – August 31, 2015)	$	0.08	$	0.08

WeOn ~~have~~August ~~not~~31, ~~declared~~2016, orthe ~~paid~~closing ~~any~~price ~~cash~~per ~~dividends~~share onof our common stock ~~and~~as ~~currently~~reported doon ~~not~~the ~~anticipate~~OTC ~~paying~~was ~~any~~$0.08 ~~cash~~per ~~dividends~~share. inAs ~~the~~of ~~foreseeable~~August ~~future.~~31, ~~Instead~~2016, wethere ~~intend~~were toapproximately ~~retain~~37 ~~all~~holders ~~available~~of ~~funds~~record ~~and any future earnings for us in the operation and expansion~~ of our ~~business~~common stock. ~~Any~~The ~~future~~number ~~determination~~of ~~relating~~beneficial tostockholders ~~dividend~~is ~~policy~~substantially ~~will~~greater bethan ~~made at~~ the ~~discretion~~number of ~~our~~holders ~~board~~ of ~~directors~~record ~~and~~because ~~will~~a ~~depend~~large onportion of our ~~future~~common ~~earnings,~~stock ~~capital~~is ~~requirements,~~held ~~financial~~through ~~condition,~~brokerage ~~future prospects, and applicable Wyoming law~~firms.

~~Equity~~Dividend ~~Compensation Plan Information~~Policy

~~The~~We ~~Company~~have ~~adopted~~not adeclared ~~plan~~or ~~under~~paid ~~Form~~any ~~S-8~~cash ~~Registration~~dividends ~~Statement~~on ~~filed~~our ~~with~~common stock and currently do not anticipate paying any cash dividends in the ~~Securities~~foreseeable future. Instead, we intend to retain all available funds and ~~Exchange~~any ~~Commission~~future ~~SEC~~earnings ~~file~~for ~~333-177311~~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.

15Equity Compensation Plan Information

~~Recent~~The ~~Sales~~Company ofdoes ~~Unregistered~~not ~~Securities~~have any equity compensation plans.

~~The~~15 ~~following~~Table ~~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:Contents

Number of	Dollar Amount/Value	Services Or Other		Exemption from
Shares	of Consideration	Consideration	Date of Sale	Registration
				Rule 506

Series A Preferred Stock

Effective May 16, 2012, the Company issued 100 shares of Series A Preferred Stock to Lux GmbH, the former majority shareholder of the Company pursuant to a stock purchase agreement dated May 16, 2012. The 100 shares of Series A Preferred Stock were converted into common stock during the year ended August 31, 2013. 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.

~~ITEM~~Series 6.B ~~SELECTED~~Preferred ~~FINANCIAL DATA~~Stock

~~Not~~On ~~applicable~~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.

~~ITEM~~Series 7.C ~~MANAGEMENT'S~~Preferred ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Stock

~~You~~Effective ~~should~~December ~~read~~29, 2014, the ~~following~~Company ~~discussion~~filed a Certificate of ~~our~~Designation ~~financial~~of ~~condition~~Series ~~and~~C ~~results~~Convertible ofPreferred ~~operations~~Stock in(the ~~conjunction~~“Series C”) with the ~~financial~~Secretary ~~statements~~of ~~and~~State of Wyoming. Pursuant to the ~~notes~~Series ~~thereto~~C, ~~included~~the ~~elsewhere~~Company indesignated ~~this~~20,000 ~~Annual~~shares ~~Report~~of onits ~~Form~~blank ~~10-K~~check preferred stock as Series C Preferred Stock. ~~The~~Each ~~following~~share ~~discussion~~of ~~contains~~Series ~~forward-looking~~C ~~statements~~is ~~that~~convertible ~~are~~into ~~subject~~$150 in fair market value of the Company’s common stock, which fair market value will be equal to ~~risks~~the ~~and~~average ~~uncertainties.~~closing ~~Actual~~price ~~results~~of ~~may~~the ~~differ~~common ~~substantially~~stock ~~from~~on ~~those~~the ~~referred~~over-the-counter market during the 10 trading days immediately prior to ~~herein~~the ~~due~~delivery to athe ~~number~~Company of ~~factors,~~a ~~including~~conversion ~~but~~notice. The Series C will share in any liquidation proceeds with the common stock on an as-converted basis, will not ~~limited~~have tovoting ~~those~~rights ~~discussed~~prior ~~below~~to ~~and~~being ~~elsewhere~~converted into ~~this~~common ~~report~~stock, ~~particularly~~and in the ~~section~~event of any payment of dividends by the Company, will be entitled ~~"Special~~to ~~Note~~dividends ~~Regarding~~on ~~Forward~~an as-~~Looking~~converted ~~Statements~~basis ~~and~~with ~~Industry~~the ~~Data"~~common stock. The Company has presented the Series C outside of stockholders' equity due to the variable conversion price.

~~Cautionary~~Recent ~~Statements~~Sales of Unregistered Securities

~~This~~The ~~Form~~following ~~10-K~~is ~~contains~~a ~~financial~~list ~~projections~~of ~~and~~the ~~other~~issuance ~~"forward-looking~~of ~~statements," as that term is used in federal~~ securities ~~laws,~~by ~~about~~us ~~our~~during ~~financial~~the ~~condition,~~fiscal ~~results~~year ofending ~~operations~~August ~~and business. These statements include~~31, ~~among~~2016 ~~others,~~in ~~statements~~transactions ~~concerning~~exempt ~~the~~from ~~potential~~registration ~~for revenues and expenses and other matters~~ that ~~are~~were not ~~historical~~previously ~~facts.~~included ~~These~~in ~~statements~~a ~~may~~Quarterly beReport ~~made~~on ~~expressly in this~~ Form 10-K.Q ~~You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates,"~~ or ~~similar~~in ~~expressions~~a ~~used~~Current inReport ~~this~~on Form 108-K~~. These forward-looking statements are subject to numerous assumptions~~, ~~risks~~the ~~and~~proceeds ~~uncertainties~~of ~~that~~which ~~may~~were ~~cause~~generally ~~our~~used ~~actual~~for ~~results~~working 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 followingcapital:

(a) volatility or decline of our stock price;

Number of	Dollar Amount/Value	Services Or Other		Exemption from
Shares	of Consideration	Consideration	Date of Sale	Registration

				Rule 506

~~(b)~~ITEM ~~potential~~6. SELECTED ~~fluctuation~~FINANCIAL ~~in quarterly results;~~DATA

~~(c)~~Not ~~our failure to earn revenues or profits;~~applicable.

~~(d)~~16 ~~inadequate~~Table ~~capital~~of ~~to continue the business and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;~~Contents

~~(e)~~ITEM ~~failure~~7. toMANAGEMENT’S ~~commercialize~~DISCUSSION ~~our~~AND ~~technology~~ANALYSIS orOF toFINANCIAL ~~make~~CONDITION ~~sales;~~AND RESULTS OF OPERATIONS

17You 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 sections entitled “Special Note Regarding Forward-Looking Statements and Industry Data” and “Risk Factors.”

~~(f)~~Cautionary ~~changes in demand for our products and services;~~Statements

~~(g)~~This ~~rapid~~Form 10-K contains financial projections and ~~significant~~other ~~changes~~“forward-looking statements,” as that term is used in ~~markets;~~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:

(ha) ~~litigation~~volatility ~~with~~ or ~~legal~~decline ~~claims~~of ~~and~~our ~~allegations~~stock ~~by outside parties, causing us to incur substantial losses and expenses~~price;

(ib) ~~insufficient~~potential ~~revenues~~fluctuation toin ~~cover~~quarterly ~~operating costs~~results; ~~and~~

(jc) ~~dilution~~our infailure ~~the~~to ~~ownership~~earn ofrevenues ~~the~~or ~~Company through the issuance by us of additional securities and the conversion of outstanding warrants, notes and other securities.~~profits;

~~Opportunities,~~(d) ~~Challenges~~inadequate capital to continue the business and ~~Risks~~barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

~~Advertising~~(e) ~~revenue~~failure 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~~commercialize ~~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~~or ~~development will solve some of these challenges. By solving these challenges we will be able~~ to ~~monetize~~make 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.sales;

~~Key~~(f) ~~Metrics:~~changes in demand for our products and services;

We(g) ~~track~~rapid 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~~significant ofchanges ~~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.~~markets;

We(h) ~~calculate~~litigation ~~actual~~with ~~listener~~or ~~hours~~legal ~~using~~claims ~~our~~and ~~internal~~allegations ~~analytics~~by ~~systems.~~outside ~~Some of our competitors do not always calculate their listener hours in the same way we do. As a result~~parties, ~~their~~causing ~~stated~~us ~~listener~~to ~~hours~~incur ~~may~~substantial ~~not~~losses ~~represent~~and ~~a truly comparable figure.~~expenses;

18(i) insufficient revenues to cover operating costs; and

~~Player~~(j) ~~launches~~dilution ~~are~~in ~~defined as~~ the ~~number~~ownership of ~~individual times~~ the ~~UniversalPlayer™~~Company ~~was~~through ~~launched.~~the ~~The~~issuance ~~UniversalPlayer™ is launched~~ by ~~users~~us ~~who want to access internet radio content. The majority~~ of ~~users~~additional ~~click~~securities ~~from~~and 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™.~~conversion ~~Registered~~of ~~users~~outstanding ~~have signed up to earn loyalty points~~warrants, ~~whereas~~notes ~~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~~other ~~only the first time users listen to content~~securities.

~~Registered~~17 ~~users~~Table ~~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.Contents

~~Stations~~Opportunities, ~~are~~Challenges ~~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.~~Risks

~~Listener~~Advertising ~~hours~~revenue ~~are~~constitutes ~~calculated~~the asmajority ~~follows~~of our total revenue, representing 97% and 95% of total revenue for the years ended August 31, 2016 and 2015, respectively. ~~When~~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 ~~UniversalPlayerTM~~Company isin ~~launched~~the anext ~~session~~coming isyears ~~created~~and -on ~~this~~an isongoing ~~considered~~basis. We streamed content to our listeners for over 8.3 million hours during the ~~listener's~~fiscal ~~start~~year ~~time~~ended August 31, 2016. AtA ~~one~~total ~~minute~~of ~~following~~97.5% of these listener hours were generated by listeners through our web-based Universal Player™, with the ~~launch~~remainder of listener hours delivered on tablet computers, smartphones and other mobile devices. Management expects the ~~UniversalPlayerTM~~mobile advertising market will grow at substantial rates in the coming years. However, wemany ~~record~~challenges ~~that~~exist asin 1this ~~minute~~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 ~~listening~~these ~~time~~challenges. IfBy asolving ~~session~~these ~~lasts~~challenges, ~~between~~we will be able to monetize the mobile listenership we are growing today. From September 1, ~~and~~2014 59to ~~seconds~~August 31, 2015 we ~~record~~had ~~that~~406,078 aslistening 30hours ~~seconds~~streamed ofthrough ~~listening~~mobile ~~time~~devices. AtFrom ~~ten-minute~~September ~~intervals~~1, ~~following~~2015 to August 31, 2016 we had 211,991 hours streamed through mobile devices. Due to the ~~session~~inability ~~being~~of ~~created~~Apple’s IOS devices to run flash, weand ~~count~~the ~~each~~different 10technical ~~minute~~frameworks ~~period~~that asrun ~~listening~~mobile ~~time.~~devices Soversus ~~for~~online ~~example~~desktop devices, ifserving ads inside of mobile devices involves other complexities from a ~~user~~technical ~~launched~~perspective ~~the~~as compared to serving ads inside of our desktop UniversalPlayer™. TMWe atare ~~11:00am,~~currently weunable ~~will~~to ~~recognize~~utilize 1our ~~minute~~video in-stream technology inside of ~~listening~~our ~~time~~current atApps. ~~11:01~~However, ~~then~~depending 10upon ~~minutes~~the availability of ~~listening~~capital, ~~time~~we atwill ~~11:10,~~invest 20in ~~minutes~~the atdevelopment ~~11:20,~~of ~~etc~~our video in-stream technology in the mobile format.

~~The~~Key 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 11Metrics:~~07am, but exited the player at 11:09am, we would recognize that as 7 minutes of listening.~~

~~The~~We ~~tables~~track ~~below~~listener ~~set~~hours ~~forth~~because it is the best key indicator of the growth of our ~~listener~~RadioLoyalty™ ~~hours~~business. Revenues from advertising through our RadioLoyalty™ Platform represented substantially all of revenues for the year ended August 31, ~~2015,~~2016. ~~our~~We ~~player~~also ~~launches,~~track ~~and~~the ~~our~~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, ~~2015~~2017. Once these products are launched we will determine key indicators of growth for those products.

Listener hours (in millions)			9.9
Player launches (in millions)			23.2
Registered users (in thousands)			174.0

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.

~~The~~Player ~~tables~~launches ~~below~~are ~~set~~defined ~~forth~~as ~~our~~the ~~listener~~number ~~hours~~of ~~for~~individual times the ~~year~~UniversalPlayer™ ~~ended~~was ~~August~~launched. ~~31,~~The ~~2014~~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 ~~player~~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, ~~and~~whereas ~~our~~all ~~registered~~users have not signed up to earn loyalty points. For users asto oflaunch ~~August~~the 31UniversalPlayer™, ~~2014~~they do not have to be a registered user. The UniversalPlayer™ needs to be launched with each successive use by users, and not only the first time users listen to content.

Listener hours (in millions)			13.3
Player launches (in millions)			38
Registered users (in thousands)			147.6

Registered users are defined as the number of 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 define registered users as those who have signed up with us to receive loyalty points. We calculate this by the number of submissions we receive from users signing up for our loyalty service.

~~For~~Stations ~~the~~are ~~fiscal~~defined ~~year~~as ~~ended~~the ~~August~~total ~~31, 2015 we streamed over 9.9 million hours~~ of ~~content~~all ~~and~~stations ~~had~~created ~~over~~by ~~23 million launches of~~ our ~~UniversalPlayerTM~~Broadcasters. ~~For~~A ~~the~~single ~~fiscal~~broadcaster ~~year~~may ~~ended~~create ~~August~~many ~~31,~~stations ~~2014 we streamed over 13.3 million hours of content~~ and ~~had~~these ~~over~~stations 38may ~~million~~be ~~launches~~active ofor ~~our UniversalPlayerTM~~inactive.

1918 Table of Contents

~~Results~~Listener ofhours ~~Operations~~are ~~for~~calculated as follows. When the ~~Year~~UniversalPlayerTM ~~Ended~~is ~~August~~launched 31a session is created - this is considered the listener's start time. At one minute following the launch of the UniversalPlayerTM, ~~2015~~we record that as ~~Compared~~1 tominute 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 ~~Year~~session ~~Ended~~being ~~August~~created, 31we count each 10 minute period as listening time. So for example, ~~2014~~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 ~~following~~last ~~tables~~event ~~present~~we ~~our~~see ~~results~~for ofthe ~~operations~~user ~~for~~is considered the ~~periods~~end ~~indicated~~of ~~and~~their session. Events are user interactions such as a ~~percentage~~10 ofminute ~~total~~interval, ~~revenue.~~clicking ~~The~~song ~~period-to-period~~like/dislike, ~~comparisons~~sharing ofwhat ~~results~~they are ~~not~~listening ~~necessarily~~to, ~~indicative~~checking ofthe ~~results~~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 ~~future~~example, ~~periods~~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.

	For the Years EndedAugust 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	)

The tables below set forth our listener hours for the year ended August 31, 2016, our player launches, and our registered users as of August 31, 2016.

Listener hours (in millions)			8.3
Player launches (in millions)			18.3
Registered users (in thousands)			193.7

~~Comparison~~The oftables below set forth our listener hours for the ~~Years~~year ~~Ended~~ended August 31, 2015, our player launches, and ~~2014~~our registered users as of August 31, 2015.

Revenue	For the Years Ended August 31,
Listener hours (in millions)		9.9
	2015		2014
Player launches (in millions)		23.2
Revenue
Registered users (in thousands)		174.0
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 ~~for~~ the ~~year~~fiscal ~~ended August 31, 2015 totaled $931,157 compared to $1,729,958 for the~~ year ended August 31, ~~2014,~~2016 awe ~~decrease~~streamed ofover ~~$798,801 or 46%~~8.3 ~~Revenues~~million ~~decreased~~hours asof ~~listening~~content ~~hours~~ and ~~cost~~had ofover ~~sales went down~~18.3 Wemillion ~~attribute~~launches ~~the decline due to a number~~ of ~~factors~~our ~~including the reduction of broadcasters and media network partner production~~UniversalPlayerTM. WeFor ~~generated~~the ~~substantial~~fiscal ~~revenues~~year ~~from~~ended ~~video~~August 31, ~~audio~~2015 ~~and~~we ~~display~~streamed ~~advertising~~over ~~placements~~9.9 ~~utilizing~~million ~~our~~hours ~~RadioLoyaltyTM~~of ~~Platform~~content and ~~the~~had ~~listenership~~over ~~from~~23 ~~over~~million ~~5,000~~launches of our ~~radio stations~~UniversalPlayerTM.

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

Table of Contents

~~Costs~~Results of ~~revenues~~Operations for the ~~year~~Year ~~ended~~Ended August 31, ~~2015~~2016 ~~totaled~~as ~~$667,741~~Compared ~~compared~~ to ~~$1,260,166 for~~ the ~~year~~Year ~~ended~~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.2015

	For the Years Ended August 31,
*Revenue*	2016		2015
Revenue
Advertising
Video	$	231,273		371,836
Display		289,642		517,171
Other		6,063		6,400
Total		526,978		895,407
Services		16,838		35,750
Total revenue	$	543,816	$	931,157

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

Revenues for the year ended August 31, 2016 totaled $543,816 compared to $931,157 for the year ended August 31, 2015, a decrease of $387,341 or 42%. 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. Revenue declined year over year due to various contributing factors including but not limited to, broadcaster royalty obligations, new advertising industry standards, adoption of new advertising measurements, advertising CPM rates, along with various other standards within the industry that are set out by various industry organizations that are obligated to publish best practices along with industry standards.

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.

	For the Years Ended August 31,
*Costs of Revenue*	2016		2015
Costs of revenues
Media network	$	299,388	$	335,452
Depreciation		-		77,986
Colocation hosting services		23,949		145,556
Broadcaster fees		41,051		105,889
Other		2,246		2,858
Total costs of revenue	$	366,634	$	667,741

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	)

Costs of revenues for the year ended August 31, 2016 totaled $366,634 compared to $667,741 for the year ended August 31, 2015, a decrease of $301,107 or 45%. 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, should we reach scale. The decrease in our cost of goods is a direct correlation to our reduction revenue. Based on the recent changes within the newly published industry best practices that include but are not limited to the reduction in broadcaster publishing due to increased broadcaster royalty obligations, lower CPM rates due to new advertising industry standards, adoption of new advertising measurements which reduces the revenue per listening hour along with various other direct or indirect impacts that alter our existing and future initiatives. We will continue to monitor the constantly evolving industry standards to best identify when we should resume our previous initiatives, should they remain intact under newly formed best practices. 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 utilize ASW’s cloud for streaming. 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 from our previous two colocation facilities, streaming costs, adserving costs, and various application technologies that support our primary product offerings.

~~Other~~20 ~~expenses~~Table ~~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.Contents

	For the Years Ended August 31,
*Operating Expenses*	2016		2015
Operating expenses
Consulting fees	$	311,697		101,948
Professional fees		107,712		190,442
Product development		2,210		20,568
Marketing and sales		20,736		103,123
Rents		89,264		150,125
Officer compensation		100,000		79,424
Bad debt		-		181,500
Other		450,264		493,006
Total operating expenses	$	1,081,883	$	1,320,136

~~Provision~~Operating expenses for ~~Income~~the ~~Taxes~~year ended August 31, 2016 totaled $1,081,883 compared to $1,320,136 for the year ended August 31, 2015, a decrease of $238,253 or 18%. We incurred substantial consulting fees during the year ended August 31, 2016 associated with business development efforts and financial advisory services. Additionally, the Company acquired certain assets in February 2016 that exist in a relatively new industry that recently came under scrutiny. The Company believes it was in its’ best interest to delay the development and deployment strategy relating to these assets until the standard was published or defined in a way that the Company could reasonably rely upon it. 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. The Company believes it was in its’ best interest to delay certain product development initiatives and to discontinue certain operational directives due to a number of contributing factors relating to newly proposed industry regulations and royalty standards. Given the recent uncertainty in the industry, the Company believed that it was in the Company’s best interest to focus on our core offering until there was a more defined industry standard, thus it was best to delay future capital investments into our future development strategies previously mentioned. We anticipate these costs to increase in the current fiscal year, assuming that the industry standards or best practices are published. Marketing and sales costs included compensation for our sales staff and various internet marketing-related costs will increase upon the Company’s satisfaction of a newly published industry standards or best practices. Rents were primarily related to three leases we were 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. Bad debts were substantial higher in the prior year primarily because of reserve needed in connection with one customer and other one-time write offs. 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.

We did not generate profits for the years ended August 31, 2015 and 2014. As a result, no provision for income taxes was recorded.

	For the Years Ended August 31,
*Other Income (Expense)*	2016			2015
Other income (expense)
Other income	$	-		$	(89,501	)
Interest expense		(822,282	)		(1,116,227	)
Gain on sale of co-location and domain		175,992			-
Loss on extinguishment		-			(99,062	)
Loss on settlements		-			(1,574,848	)
Change in fair value of derivative		337,482			454,674
Total other expenses	$	(308,808	)	$	(2,424,964	)

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	)

Other expenses for the year ended August 31, 2016 totaled $308,808 compared to $2,424,964 for the year ended August 31, 2015, a decrease of $2,116,156 or 87%. 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, 2016 and 2015 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 $337,482 and $454,674 for the years ended August 31, 2016 and 2015, respectively.

We21 ~~generated~~Table ~~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.~~ Contents

~~Liquidity~~Provision ~~and~~for ~~Capital~~Income ~~Resources~~Taxes

~~As of August 31, 2015 we had cash totaling $7,909, which consisted of cash funds held at major financial institutions.~~ We ~~had~~did ~~net~~not agenerate ~~working~~profits ~~capital~~for ~~deficit~~the ofyears ~~$3,684,949~~ended ~~as of~~ August 31, ~~2015,~~2016 ~~compared~~and ~~to a net working capital deficit of $3,422,944 as of August 31, 2014~~2015. ~~Our~~As ~~principal~~a ~~uses of cash during the fiscal year ending August 31~~result, ~~2015~~no ~~were~~provision ~~funding~~for ~~our~~income ~~operations~~taxes aswas ~~described below~~recorded.

Going Concern

	For the Years Ended August 31,
*Net Loss Attributable to Common Shareholders*	2016			2015
Net loss attributable to common shareholders
Net loss	$	(1,213,509	)	$	(3,481,684	)
Deemed dividends		-			-
Net loss attributable to common shareholders	$	(1,213,509	)	$	(3,481,684	)

~~The~~We ~~Company's~~generated ~~financial~~a ~~statements~~net ~~are~~loss ~~prepared using accounting principles generally accepted in the United States~~ of ~~America applicable to a going concern~~$1,213,509 ~~which~~for ~~contemplates~~ the ~~realization of assets and liquidation of liabilities in the normal course of business. For the~~ year ended August 31, ~~2015,~~2016 ~~the~~compared ~~Company~~to ~~recorded a net loss of~~ $3,481,684 ~~and~~for ~~had~~the ~~negative~~year ~~working~~ended ~~capital as of~~ August 31, 2015, a decrease of $32,~~684~~268,~~949.~~175 ~~The~~or ~~net~~65% ~~loss~~for ~~and negative working capital indicates that~~ the ~~Company~~reasons ~~may~~set ~~have~~forth ~~difficulty continuing as a going concern~~above.

~~Management~~Liquidity ~~is confident but cannot guarantee that additional capital can be raised in order to repay debts~~ and ~~continue~~Capital 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.Resources

23As of August 31, 2016 we had cash totaling $6,461, which consisted of cash funds held at major financial institutions. We had net a working capital deficit of $4,846,686 as of August 31, 2016, compared to a net working capital deficit of $3,684,709 as of August 31, 2015. Our principal uses of cash during the fiscal year ending August 31, 2016 were funding our operations as described below.

~~Working~~Going ~~Capital Related Party Financing~~Concern

The Company’s ~~has~~financial ~~only~~statements ~~been~~are ~~operating~~prepared ~~since~~using ~~November~~accounting ~~30,~~principles ~~2011.~~generally Asaccepted ain ~~result,~~ the ~~Company~~United ~~has~~States anof ~~extremely~~America ~~limited~~applicable ~~credit~~to ~~history.~~a ~~The~~going ~~Company's Chief Executive Officer~~concern, ~~and~~which contemplates the ~~Chief~~realization ~~Executive Officer~~ of ~~StreamTrack~~assets ~~Media,~~and ~~Inc.~~liquidation ~~use~~of ~~their~~liabilities ~~personal~~in ~~credit~~the ~~cards~~normal tocourse ~~fund~~of ~~operations on a frequent basis~~business. IfFor the ~~Company~~year ~~did~~ended ~~not~~August ~~have~~31, ~~access to these credit cards~~2016, the Company ~~would~~recorded ~~have~~a tonet ~~rely~~loss ~~exclusively on external sources~~ of ~~capital.~~$1,213,509 ~~The~~and ~~Company's~~had ~~external~~negative ~~sources~~working of capital ~~are~~as ~~not always readily available. Once the Company's track record is more established and results~~ of ~~operations~~August ~~are profitable~~31, ~~then~~2016 ~~external sources~~ of ~~capital should become more readily available. As a result~~$4, ~~in time-constrained circumstances~~951,686. ~~the~~The ~~use~~net ofloss ~~personal~~and ~~credit~~negative ~~cards~~working iscapital ~~necessary~~indicates ~~until~~that ~~such time as~~ the Company ismay ~~able~~have todifficulty ~~build~~continuing upas ~~its~~a ~~own~~going ~~credit-worthiness and access more readily available and significant credit~~concern.

~~Our~~Management ~~Indebtedness~~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, 2017, the Company is obligated to make payments on certain convertible debts and a capital lease. 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, 2016, the Company has successfully raised a significant amount of capital. Additionally, the Company anticipates launching several new product offerings in the fiscal year ending August 31, 2017. 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.

As22 ofTable ~~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.Contents

AsWorking ofCapital ~~August~~Related ~~31,~~Party 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.Financing

ToThe ~~the~~Company ~~extent~~has ~~the~~only ~~investor~~been ~~converts~~operating since November 30, 2011. As a result, the ~~notes~~Company ~~and~~has ~~then~~an ~~sells~~extremely ~~its~~limited ~~common~~credit ~~stock~~history. The Company’s Chief Executive Officer, and the ~~common~~Chief ~~stock~~Executive ~~may~~Officer ~~decrease~~of ~~due~~StreamTrack Media, Inc. use their personal credit cards to ~~the~~fund ~~additional~~operations ~~shares~~on ina ~~the~~frequent ~~market~~basis. ~~This~~If ~~could~~the ~~allow~~Company did not have access to these credit cards, the ~~investor~~Company would have to ~~receive~~rely ~~greater~~exclusively ~~amounts~~on external sources of ~~common~~capital. ~~stock~~The ~~upon~~Company’s ~~conversion~~external sources of capital are not always readily available. ~~The~~Once ~~sale~~the Company’s track record is more established and results of ~~each~~operations ~~share~~are profitable, then external sources of ~~common~~capital ~~stock~~should ~~further~~become ~~depresses~~more readily available. As a result, in time-constrained circumstances, the ~~stock~~use ~~price~~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.

~~Due~~Our 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.Indebtedness

~~The~~As ~~shares issuable upon conversion~~ of ~~the~~August ~~notes~~31, ~~may~~2016, ~~result~~we inhad ~~substantial~~issued ~~dilution~~a tototal ~~the interests~~ of ~~the Company's other shareholders. In this regard~~$2,039,487 ~~even~~in ~~though~~current ~~the~~convertible ~~investor~~promissory ~~may~~notes ~~not~~and ~~hold~~$150,000 ~~shares~~in ~~amounting~~long toterm ~~more~~convertible ~~than~~promissory ~~9.99%~~notes ofthat ~~the~~remained outstanding. ~~shares~~We atalso ~~one~~owe ~~time,~~significant ~~this~~balances ~~restriction~~under ~~does~~a ~~not~~line ~~prevent~~of ~~the~~credit, ~~investor~~a ~~from~~lease ~~selling~~agreement ~~some~~for ofcomputer ~~its~~servers, ~~holdings~~ and ~~then~~significant ~~receiving~~balances ~~additional~~are ~~shares.~~owed Into ~~this way,~~ the ~~investor~~two ~~could~~primary ~~sell~~executives ~~more~~that ~~than~~operate ~~9.99%~~our ~~limit while never holding more than the limit~~business.

24As of August 31, 2016, the conversion price of a total of $791,404 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.

~~Line~~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 ~~Credit~~common stock upon conversion. The sale of each share of common stock further depresses the stock price.

OnDue ~~April~~to ~~11,~~the ~~2013~~floating conversion price of the notes, the Company ~~closed~~does anot ~~non-dilutive~~know ~~line~~the exact number of ~~credit~~shares ~~financing~~that ~~for~~the ~~$250,000~~investors ~~with~~would anbe ~~institutional~~issued ~~fund~~upon conversion. ~~Subsequently,~~As onof ~~March~~August 31, ~~2015~~2016, if the ~~institutional~~investors ~~fund~~elected ~~has~~to ~~increased~~convert the notes to common shares, the investors would have been issued approximately 15,790,371 shares of the Company'’s ~~line~~common ofstock. ~~credit~~If the investors had made an election to ~~$546~~convert the notes as of August 31,~~000~~ 2016, this issuance would have represented approximately 301% of the issued and outstanding common stock as of August 31, 2016.

~~Capital~~The ~~Expenditures~~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.

~~Based~~23 onTable ~~current~~of ~~estimates, we believe that our anticipated capital expenditures will be adequate to implement our current plans.~~Contents

~~Historical~~Line ~~Trends~~of Credit

~~The~~On ~~following~~April ~~table~~11, ~~summarizes~~2013, ~~our~~the ~~cash~~Company ~~flow~~closed ~~data~~a non-dilutive line of credit financing for ~~the~~$250,000 ~~years~~with ~~ended~~an ~~August~~institutional 31fund. Subsequently, ~~2015~~on ~~and~~September ~~2014~~6, 2016 the institutional fund has increased the Company’s line of credit to $1,055,000.

	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

Capital Expenditures

~~Cash~~Based ~~flow~~on ~~provided~~current ~~by operating activities totaled ($338~~estimates,~~314)~~ ~~for~~we ~~the~~believe ~~year~~that ~~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~~anticipated ofcapital ~~costs~~expenditures inwill ~~operations~~be ~~and~~adequate ~~the increase in accounts payable and amounts~~ to ~~our~~implement ~~officers. However, the Company is still in the beginning stages of~~ our ~~operations~~current ~~and are continuing the expansion of our advertising within the RadioLoyalty™ Platform~~plans.

~~Cash~~Historical 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.Trends

~~Cash~~The ~~flow~~following ~~provided~~table bysummarizes ~~financing~~our ~~activities~~cash ~~were~~flow ~~$698,381~~data 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~~2016 and ~~2014~~2015.

	Fiscal Year Ended August 31,
	2016			2015

Net cash provided by (used in) operating activities of continuing operations	$	(619,853	)	$	(338,314	)
Net cash provided by investing activities of continuing operations		176,535			(378,748	)
Net cash provided by financing activities of continuing operations		441,870			698,381

~~Off-Balance~~Cash ~~Sheet~~flow ~~Arrangements~~used in operating activities totaled $619,853 for the year ended August 31, 2016, compared to $338,314 used in operations for the year ended August 31, 2015. Operating cash flow was negative during the year ended August 31, 2016 due to our reduction of online traffic in operations and the increase in accounts payable.

AsCash offlow provided by investing activities was $176,535 for the year ended August 31, 2016, as compared to $378,748 used in the year ended August 31, 2015. ~~and~~During ~~2014~~fiscal 2015, we ~~did~~capitalized ~~not~~costs ~~have~~in ~~any~~connection ~~off~~with various products in which were are currently developing, however, we ceased capitalizing costs in fiscal 2016. The products were launched in fiscal 2016. During February 2016, the Company, entered into and closed an Asset Purchase Agreement with Electric Lightwave, to which, Electric Lightwave purchased from the Company certain assets related to the Company's data center located in Santa Barbara, including equipment and inventory, for a purchase price of $150,000. As of the date of the sale all the assets were fully depreciated. In connection with the transaction, the Company recorded a gain of $146,012, as rent deposit of $3,988 was transferred as part of the sale, which is recorded within gain on sale of co-~~balance~~location ~~sheet~~and ~~arrangements~~domain on the accompanying consolidated statement of operations. The Company sold the watchthis.com domain name for $30,000, which is recorded within gain on sale of co-location and domain on the accompanying consolidated statement of operations.

~~Quarterly~~Cash ~~Trends~~flow provided by financing activities were $441,870 for the year ended August 31, 2016, compared to $698,381 provided by for the year ended August 31, 2015. We raised substantial capital to fund operations from our existing line of credit and through the issuance of convertible promissory notes from related parties during the years ended August 31, 2016 and 2015.

~~Our~~24 ~~operating~~Table ~~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.~~Contents

~~Our results may reflect the effects of some seasonal trends in listener behavior due to increased internet usage and sales of media~~Off-~~streaming~~Balance ~~devices~~Sheet 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.Arrangements

InAs ~~addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting overall economic conditions, the economic prospects~~ of ~~specific~~August ~~advertisers or industries~~31, ~~budgeting~~2016 ~~constraints, buying patterns~~ and a2015, ~~variety~~we ofdid ~~other factors. Many of these market conditions are~~ not ~~possible~~have ~~for~~any usoff-balance tosheet ~~control~~arrangements.

~~Critical~~Quarterly ~~Accounting Policies and Estimates~~Trends

Our ~~financial~~operating ~~statements~~results ~~are~~fluctuate ~~prepared~~from inquarter ~~accordance~~to ~~with~~quarter ~~generally~~as ~~accepted~~a ~~accounting~~result ~~principles in the United States, or U.S. GAAP. The preparation~~ of ~~these~~a ~~financial~~variety ~~statements requires us to make estimates and assumptions that affect the reported amounts~~ of ~~assets, liabilities, revenue, expenses and related disclosures~~factors. We ~~evaluate~~expect our ~~estimates~~operating ~~and~~results ~~assumptions~~to oncontinue ~~an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe~~ to befluctuate ~~reasonable~~in ~~under~~future ~~the circumstances~~quarters. ~~Our actual results could differ from these estimates.~~

WeOur ~~believe~~results ~~that~~may reflect the ~~assumptions~~effects ~~and~~of ~~estimates~~some ~~associated~~seasonal ~~with~~trends ~~our~~in ~~revenue~~listener ~~recognition,~~behavior ~~costs~~due to increased internet usage and sales of ~~revenues,~~media-streaming ~~stock~~devices ~~based~~during ~~compensation~~vacation and ~~accounting~~holiday ~~for~~periods. ~~income~~We ~~taxes~~may ~~have~~experience higher advertising sales during the ~~greatest~~fourth ~~potential~~quarter ~~impact~~of oneach ~~our~~calendar ~~financial~~year ~~statements~~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. ~~Therefore,~~While we ~~consider~~believe these seasonal trends have affected and will continue to beaffect our ~~critical~~operating ~~accounting~~results, ~~policies~~our ~~and~~lack ~~estimates~~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.

~~Revenue~~In ~~Recognition~~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.

~~The~~Critical ~~Company's~~Accounting ~~revenue~~Policies isand ~~principally derived from advertising services.~~Estimates

~~The~~Our ~~Company~~financial ~~recognizes~~statements ~~revenue~~are ~~when:~~prepared ~~(1) persuasive~~in ~~evidence~~accordance ~~exists~~with ofgenerally anaccepted ~~arrangement~~accounting ~~with~~principles in the ~~customer~~United ~~reflecting~~States, ~~the~~or ~~terms~~U.S. ~~and~~GAAP. ~~conditions~~The ~~under~~preparation ~~which~~of ~~products~~these orfinancial ~~services~~statements ~~will~~requires beus ~~provided;~~to ~~(2) delivery~~make ~~has~~estimates ~~occurred~~and orassumptions ~~services~~that ~~have~~affect ~~been~~the ~~provided;~~reported ~~(3) the~~amounts ~~fee~~of isassets, ~~fixed~~liabilities, orrevenue, ~~determinable;~~expenses and ~~(4) collection~~related isdisclosures. ~~reasonably~~We ~~assured.~~evaluate ~~For~~our ~~all~~estimates ~~revenue~~and ~~transactions,~~assumptions ~~the~~on ~~Company~~an ~~considers~~ongoing abasis. ~~signed~~Our ~~agreement,~~estimates aare ~~binding~~based ~~insertion~~on ~~order~~historical orexperience and various other ~~similar~~assumptions ~~documentation~~that we believe to be ~~persuasive~~reasonable ~~evidence~~under ofthe ancircumstances. ~~arrangement~~Our actual results could differ from these estimates.

26We 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.

~~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.Recognition

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~~principally ~~the~~derived ~~primary~~from ~~obligor~~advertising ~~under these arrangements, the Company does not set the pricing, and does not establish or maintain the relationship with the advertisers~~services. ~~In some events, smaller advertisers are reported as gross revenue with an expense recorded against the revenue.~~

~~Services Revenue.~~ The Company ~~generated~~recognizes ~~services~~revenue ~~revenues~~when: ~~for~~(1) ~~the~~persuasive ~~period~~evidence ~~from~~exists ~~December~~of 1,an ~~2011~~arrangement ~~through~~with ~~November~~the ~~30,~~customer ~~2012.~~reflecting ~~These~~the ~~revenues~~terms ~~related~~and toconditions ~~the~~under ~~provision~~which ofproducts ~~data~~or ~~and~~services ~~streaming~~will ~~hosting~~be ~~services~~provided; to(2) ~~two~~delivery ~~customers.~~has ~~The~~occurred ~~Company~~or noservices ~~longer~~have ~~generates~~been ~~significant~~provided; ~~services~~(3) ~~revenues~~the offee ~~this~~is ~~nature~~fixed ~~but~~or ~~does~~determinable; ~~anticipate~~and ~~project-oriented~~(4) ~~service~~collection ~~revenues~~is ~~associated~~reasonably ~~with~~assured. ~~the~~For ~~integration~~all ~~and~~revenue ~~private-branding~~transactions, of the Company's ~~technologies~~considers ~~with~~a ~~both~~signed ~~current~~agreement, ~~and~~a ~~potential~~binding ~~business~~insertion ~~partners~~order ~~and~~or ~~customers,~~other ~~respectively~~similar documentation to be persuasive evidence of an arrangement.

~~Deferred~~25 ~~Revenue.~~Table ~~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.Contents

~~Multiple-Element~~Advertising ~~Arrangements~~Revenue. The Company ~~could~~generates ~~potentially enter into arrangements with customers to sell~~ advertising ~~packages~~revenue ~~that~~primarily ~~include~~from ~~different~~display ~~media~~and ~~placements~~video ~~or ad services that are delivered at the same time, or within close proximity of one another~~advertising. The Company ~~uses~~generates the ~~prospective~~majority ~~method~~of ~~for~~its ~~all~~advertising ~~arrangements~~revenue ~~entered~~through ~~into~~the ordelivery ~~materially~~of ~~modified~~advertising ~~from~~impressions ~~the~~sold ~~date~~on ofa ~~adoption~~cost ~~that~~per ~~involve~~thousand, ~~multiple~~or ~~element~~CPM, ~~arrangements~~basis. ~~Under~~Currently, ~~this~~advertising ~~new~~revenues ~~guidance,~~are ~~the~~generated ~~Company~~through ~~allocates~~our ~~arrangement~~proprietary ~~consideration~~technologies infrom ~~multiple~~internet-~~deliverable~~based ~~revenue~~content. ~~arrangements~~The atCompany ~~the~~does ~~inception~~not ofcurrently angenerate ~~arrangement~~significant torevenues ~~all~~from ~~deliverables~~mobile oradvertising. ~~those~~In ~~packages~~determining inwhether ~~which~~an ~~all~~arrangement ~~components~~exists, of the ~~package~~Company ~~are~~ensures ~~delivered~~that ata ~~the~~binding ~~same time~~arrangement, ~~based~~such onas ~~the~~an ~~relative~~insertion ~~selling~~order ~~price~~or ~~method~~a infully ~~accordance~~executed ~~with the selling price hierarchy, which includes: (1) vendor~~customer-specific ~~objective~~agreement, ~~evidence ("VSOE") if available; (2) third-party evidence ("TPE") if VSOE~~ is ~~not~~in ~~available;~~place. ~~and~~The ~~(3) best~~Company ~~estimate~~generally ofrecognizes ~~selling~~revenue ~~price~~based ~~("BESP")~~on ifdelivery ~~neither~~information ~~VSOE~~from ~~nor~~its ~~TPE~~campaign istrafficking ~~available~~systems.

~~VSOE.~~ The Company ~~determines~~also ~~VSOE~~generates ~~based~~advertising onrevenue ~~its~~pursuant ~~historical~~to ~~pricing~~arrangements with advertising agencies and ~~discounting~~brokers. ~~practices~~Under ~~for~~these arrangements, the ~~specific~~Company ~~product~~provides orthe ~~service~~agencies ~~when~~and ~~sold~~brokers ~~separately.~~the Inability ~~determining~~to ~~VSOE,~~sell advertising inventory on the Company’s ~~requires~~service ~~that~~directly ato ~~substantial~~advertisers. ~~majority~~The Company reports this revenue net of ~~the~~amounts ~~selling~~due ~~prices~~to ~~for~~agencies ~~these~~and ~~services~~brokers ~~fall~~because ~~within~~the aCompany ~~reasonably~~is ~~narrow~~not ~~pricing~~the ~~range.~~primary ~~The~~obligor under these arrangements, the Company ~~has~~does not ~~historically~~set ~~priced~~the ~~its~~pricing, ~~advertising~~and ~~products~~does ~~within~~not aestablish ~~narrow~~or ~~range.~~maintain Asthe arelationship ~~result,~~with the ~~Company~~advertisers. ~~has~~In ~~not~~some ~~been~~events, ~~able~~smaller toadvertisers ~~establish~~are ~~VSOE~~reported ~~for~~as ~~any~~gross ofrevenue ~~its~~with ~~advertising~~an ~~products~~expense recorded against the revenue.

~~TPE~~Services Revenue. ~~When~~The ~~VSOE~~Company ~~cannot~~generated beservices ~~established~~revenues for ~~deliverables~~the inperiod ~~multiple~~from ~~element~~September ~~arrangements~~1, ~~the~~2015 ~~Company~~through ~~applies~~August ~~judgment~~31, ~~with respect to whether it can establish a selling price based on TPE~~2016. ~~TPE~~These isrevenues ~~determined~~related ~~based~~to ~~on competitor prices for similar deliverables when sold separately. Generally,~~ the ~~Company's~~provision ~~go-to-market strategy differs from that~~ of ~~its~~data ~~peers~~ and ~~its~~streaming ~~offerings~~hosting ~~contain a significant level of differentiation such that the comparable pricing of~~ services ~~cannot be obtained. Furthermore, the Company is unable~~ to ~~reliably~~one ~~determine what similar competitor services' selling prices are on a stand-alone basis~~customer. ~~As a result, the Company has not been able to establish selling price based on TPE.~~

27Deferred 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.

~~BESP~~Multiple-Element Arrangements. ~~When~~The itCompany iscould ~~unable~~potentially toenter ~~establish~~into ~~selling~~arrangements ~~price~~with ~~using~~customers ~~VSOE~~to orsell ~~TPE,~~advertising ~~the~~packages ~~Company~~that ~~uses~~include ~~BESP~~different inmedia ~~its~~placements ~~allocation~~or ofad ~~arrangement~~services ~~consideration.~~that ~~The~~are ~~objective~~delivered ofat ~~BESP~~the issame totime, ~~determine~~or ~~the~~within ~~price~~close atproximity ~~which~~of ~~the~~one ~~Company~~another. ~~would~~The ~~transact~~Company auses ~~sale if~~ the ~~service~~prospective ~~were~~method ~~sold~~for onall aarrangements ~~stand-alone~~entered ~~basis.~~into ~~BESP~~or ismaterially ~~generally~~modified ~~used~~from ~~to allocate~~ the ~~selling~~date ~~price~~of toadoption ~~deliverables~~that ininvolve ~~the Company's~~ multiple element arrangements. ~~The~~Under ~~Company~~this ~~determines~~new ~~BESP~~guidance, ~~for~~the ~~deliverables~~Company byallocates ~~considering~~arrangement ~~multiple~~consideration ~~factors~~in ~~including,~~multiple-deliverable ~~but~~revenue ~~not~~arrangements ~~limited~~at ~~to,~~the ~~prices~~inception itof ~~charges~~an ~~for~~arrangement ~~similar~~to ~~offerings,~~all ~~market~~deliverables ~~conditions,~~or ~~competitive~~those ~~landscape~~packages ~~and~~in ~~pricing~~which ~~practices.~~all ~~The~~components ~~Company~~of ~~limits~~ the ~~amount~~package ~~of allocable arrangement consideration to amounts that~~ are ~~fixed~~delivered orat ~~determinable~~the ~~and~~same ~~that~~time, ~~are~~based ~~not~~on ~~contingent~~the onrelative ~~future~~selling ~~performance~~price ormethod ~~future~~in ~~deliverables.~~accordance ~~The~~with ~~Company~~the ~~regularly~~selling ~~reviews~~price ~~BESP.~~hierarchy, ~~Changes~~which inincludes: ~~assumptions~~(1) orvendor-specific ~~judgments~~objective orevidence ~~changes~~(“VSOE”) toif ~~the~~available; ~~elements~~(2) inthird-party ~~the~~evidence ~~arrangement~~(“TPE”) ~~may~~if ~~cause~~VSOE anis ~~increase~~not oravailable; ~~decrease~~and in(3) ~~the~~best ~~amount~~estimate of ~~revenue~~selling ~~that~~price ~~the~~(“BESP”) ~~Company~~if ~~reports~~neither inVSOE anor ~~particular~~TPE ~~period~~is available.

VSOE. The Company ~~recognizes~~determines VSOE based on its historical pricing and discounting practices for the ~~relative~~specific ~~fair~~product ~~value~~or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the ~~media~~selling ~~placements~~prices orfor adthese services asfall ~~they~~within ~~are~~a ~~delivered~~reasonably ~~assuming~~narrow ~~all~~pricing ~~other~~range. ~~revenue~~The ~~recognition~~Company ~~criteria~~has ~~are~~not ~~met~~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.

~~Cost~~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 ~~Revenue~~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.

~~Cost~~26 ofTable ~~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.Contents

~~Stock~~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-~~Based~~alone ~~Compensation~~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.

~~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~~relative 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~~media ~~valuation~~placements ~~model.~~or ~~The~~ad ~~determination~~services ofas ~~the~~they ~~fair~~are ~~value~~delivered ofassuming aall ~~stock-based award is affected by the deemed fair value of the underlying stock price on the grant date, as well as~~ other ~~assumptions~~revenue ~~including~~recognition ~~the~~criteria ~~risk-free~~are 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 ratemet.

~~The~~Cost 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.~~Revenue

28Cost 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.

~~Income~~Stock-Based ~~Taxes~~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 ~~accounts~~has previously issued restricted stock units and has not issued any employee stock options to date. The Company recognizes stock-based compensation for ~~income~~awards ~~taxes~~granted that are expected to vest, on a straight-line basis using the ~~asset~~single-option ~~and~~attribution ~~liability~~ method over the service period of the award, which ~~requires~~is generally three years. Because the ~~recognition~~restricted ofstock ~~deferred~~units ~~tax~~vest ~~assets~~on ~~and~~a ~~liabilities~~daily ~~for~~basis, the ~~expected~~Company ~~future~~has ~~tax~~estimated ~~consequences~~the forfeiture rate of ~~events~~these ~~that~~stock ~~have~~awards ~~been~~to ~~recognized~~be in0%. Should the ~~financial~~Company ~~statements~~issue orstock-based compensation in the ~~Company's~~form ~~tax~~of ~~returns.~~employee ~~Deferred~~stock ~~income~~options, ~~taxes~~the ~~are~~resulting expense recognized ~~for~~in ~~differences~~the ~~between~~statements ~~financial~~of ~~reporting~~operations ~~and~~may ~~tax~~been ~~bases~~reduced offor ~~assets~~estimated ~~and~~forfeitures. ~~liabilities~~Forfeitures are required to be estimated at the ~~enacted~~time ~~statutory~~of ~~tax~~grant ~~rates~~and revised, if necessary, in ~~effect~~subsequent periods if actual forfeitures differ from those estimates. The forfeiture rates used for ~~the~~valuing ~~years~~stock-based incompensation ~~which~~payments would be estimated based on historical experience. The Company would estimate the ~~temporary~~fair ~~differences~~value ~~are~~of ~~expected~~employee tostock ~~reverse~~options using the Black-Scholes valuation model. The ~~effect~~determination onof ~~deferred~~the ~~taxes~~fair value of a ~~change~~stock-based inaward ~~tax~~is ~~rates~~affected isby ~~recognized~~the indeemed ~~income~~fair invalue of the ~~period~~underlying ~~that~~stock ~~includes~~price on the ~~enactment~~grant date., ~~The~~as ~~Company~~well ~~evaluates~~as other assumptions including the ~~realizability~~risk-free ofinterest ~~deferred~~rate, ~~tax~~the ~~assets~~estimated ~~and~~volatility ~~valuation~~of ~~allowances~~the ~~are~~Company’s ~~provided~~stock ~~when~~price ~~necessary~~over tothe ~~reduce~~term ~~net~~of ~~deferred~~the ~~tax~~award, ~~assets~~the toestimated period of time that the ~~amounts~~Company ~~expected~~expects employees to behold ~~realized~~their stock options and the expected dividend rate.

The Company ~~recognizes~~has aelected ~~tax~~to ~~benefit~~use ~~from~~the an“with ~~uncertain~~and ~~tax~~without” ~~position~~approach ~~only~~as ifdescribed itin isAccounting ~~more~~Standards ~~likely~~Codification ~~than~~740 ~~not~~Tax ~~that~~Provisions ~~the~~in ~~tax~~determining ~~position~~the ~~will~~order bein ~~sustained~~which ontax ~~examination~~attributes byare ~~the~~utilized. ~~taxing~~As ~~authorities~~a result, ~~based~~the onCompany ~~the~~will ~~technical~~only ~~merits~~recognize ofa ~~the~~tax ~~position.~~benefit ~~The~~from ~~tax~~stock-based ~~benefits~~awards ~~recognized~~in additional paid-in ~~the~~capital ~~financial~~if ~~statements~~an ~~from~~incremental ~~such~~tax ~~positions~~benefit ~~are~~is ~~then~~realized ~~measured~~after ~~based~~all onother ~~the~~tax ~~largest~~attributes ~~benefit~~currently ~~that~~available ~~has~~to athe ~~greater~~Company ~~than~~have ~~50%~~been ~~likelihood~~utilized. ofIn ~~being~~addition, ~~realized~~the ~~upon~~Company ~~settlement.~~has ~~The~~elected ~~Company~~to ~~will~~account ~~recognize~~for ~~interest~~the ~~and~~indirect ~~penalties~~effects ~~related~~of tostock-based ~~unrecognized~~awards on other tax ~~benefits~~attributes, insuch as the ~~income~~research tax ~~provision~~credit, inthrough the ~~accompanying~~ statement of operations.

~~The~~27 ~~Company~~Table 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.Contents

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~~We ~~required~~have ~~for~~operations awholly ~~smaller~~within ~~reporting~~the ~~company~~United States and we are exposed to market risks in the ordinary course of our business, including inflation risks.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS

TOTAL SPORTS MEDIA, INC. (FORMERLY KNOWN AS 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, 2016 and 2015		F-2

Consolidated Statements of Operations for the fiscal years ended August 31, 2016 and 2015		F-3

Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August 31, 2016 and 2015		F-4

Consolidated Statements of Cash Flows for the years ended August 31, 2016 and 2015		F-5

Notes to Consolidated Financial Statements		F-6

~~ITEM~~REPORT 8.OF ~~FINANCIAL~~INDEPENDENT ~~STATEMENTS~~REGISTERED PUBLIC ACCOUNTING FIRM

~~STREAMTRACK,~~To ~~INC.~~the Board of Directors and

~~INDEX~~Stockholders TOof ~~CONSOLIDATED~~Total ~~FINANCIAL~~Sports ~~STATEMENTS~~Media, Inc.

	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

We have audited the accompanying consolidated balance sheets of Total Sports Media, Inc. (f/k/a Streamtrack, Inc.) as of August 31, 2016 and 2015 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. Total Sports Media, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

30We 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.

~~REPORT~~In OFour ~~INDEPENDENT~~opinion, ~~REGISTERED~~the ~~PUBLIC~~consolidated ~~ACCOUNTING~~financial ~~FIRM~~statements referred to above present fairly, in all material respects, the financial position of Total Sports Media, Inc. as of August 31, 2016 and 2015, the results of their operations, and their cash flows, for the years ended August 31, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America.

ToAs discussed in Note (1) to the ~~Board~~consolidated financial statements, the Company has incurred losses from operations, has negative working capital and is in need of ~~Directors~~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.

~~Stockholders~~/s/ ~~StreamTrack~~KLJ & Associates, ~~Inc.~~LLP

WeKLJ ~~have~~& ~~audited the accompanying consolidated balance sheets ofStreamTrack~~Associates, 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.LLP

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 haveEdina, 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.MN

InMarch ~~our opinion~~7, 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.2017

~~As discussed in Note (~~F-1) toTable ~~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. Contents

~~/s/~~Total ~~KLJ~~Sports &Media, ~~Associates~~Inc. (formerly known as StreamTrack, ~~LLP~~ Inc.).

~~KLJ~~Consolidated &Balance ~~Associates, LLP~~Sheets

Edina, MN

	As of August 31, 2016			As of August 31, 2015
Assets:
Current assets
Cash	$	6,461		$	7,909
Accounts receivable, net of allowances of $6,000 and $6,000, respectively		64,499			114,253
Prepaid expenses		931			2,196
Total current assets		71,891			124,358
Property and equipment, net		362,244			660,973
Other assets
Other assets		27,033			56,613
Total other assets		27,033			56,613
Total assets	$	461,168		$	841,944

Liabilities and Stockholders' Deficit
Current liabilities
Account payable and accrued expenses	$	1,255,239		$	1,147,249
Line of credit		955,320			610,950
Capital lease payable - in default		54,704			54,704
Related party payables		281,291			159,660
Convertible notes payable, net of discount of $56,151 and $19,794, respectively		954,372			739,798
Related party convertible notes payable, net of discount of $67,687 and $0, respectively		961,277			197,850
Derivative liabilities embedded within convertible notes payable		561,374			898,856
Total current liabilities		5,023,577			3,809,067
Long term liabilities
Convertible notes payable, net of discount of $0 and $155,249, respectively		75,000			115,907
Related party convertible notes payable, net of discount of $0 and $442,744, respectively		75,000			428,370
Total long term liabilities		150,000			544,277
Total liabilities		5,173,577			4,353,344

Series C preferred stock; $0.0001 par value; 20,000 shares authorized; 11,270 and 11,800 shares issued and outstanding as of August 31, 2016 and 2015		1,690,500			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, 2016 and 2015		-			-
Series B preferred stock; $0.0001 par value; 200,000 shares authorized; 200,000 shares issued and outstanding as of August 31, 2016 and 2015		20			20
Common stock, $0.0001 par value; Unlimited shares authorized at August 31, 2016 and 2015; 5,248,150 shares issued and outstanding at August 31, 2016; 4,254,400 shares issued and outstanding as of August 31, 2015		525			425
Additional paid-in capital		3,761,164			3,681,764
Common stock to be issued		87,500			75,000
Accumulated deficit		(10,252,118	)		(9,038,609	)
Total stockholders' deficit		(6,402,909	)		(5,281,400	)
Total liabilities and stockholders' deficit	$	461,168		$	841,944

~~December~~The ~~15,~~accompanying ~~2015~~notes are an integral part of the consolidated financial statements.

F-12 Table of Contents

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.).

Consolidated ~~Balance~~Statements ~~Sheets~~of Operations

	As of August 31, 2015			As of August 31, 2014
	For the Year Ended August 31, 2016			For the Year Ended August 31, 2015
Assets:
Revenues:
Current assets
Advertising	$	526,978		$	895,407
Cash	$	7,909		$	26,590
Services		16,838			35,750
Accounts receivable, net of allowances of $6,000 and $6,000, respectively		114,253			314,731
Total revenues		543,816			931,157
Prepaid expenses		2,196			16,858
Costs of revenues:
Other current assets		-			10,150
Media network		299,388			335,452
Total current assets		124,358			368,329
Depreciation and amortization		-			77,986
Property and equipment, net		660,973			499,315
Colocation services		23,949			145,556
Other assets
Broadcaster commissions		41,051			105,889
Notes receivable		-			171,000
Other costs		2,246			2,858
Other assets		56,613			45,853
Total costs of revenues		366,634			667,741
Total other assets		56,613			216,853
Gross profit		177,182			263,416
Total assets	$	841,944		$	1,084,497
Operating expenses:
Liabilities and Stockholders' Deficit
Consulting fees		311,697			101,948
Current liabilities
Professional fees		107,712			190,442
Account payable and accrued expenses	$	1,147,249		$	1,109,456
Product development		2,210			20,568
Line of credit		610,950			532,305
Officer compensation		100,000			79,424
Derivative liabilities embedded within convertible notes payable		898,856			1,022,350
Rents		89,264			150,125
Capital lease payable - in default		54,704			63,704
Sales and marketing		20,736			103,123
Related party payables		159,660			8,062
Bad debts		-			181,500
Convertible notes payable, net of discount of $19,794 and $79,328, respectively		739,798			745,445
Other expenses		450,264			493,006
Related party convertible notes payable, net of discount of $0 and $15,046, respectively		197,850			309,951
Total operating expenses		1,081,883			1,320,136
Total current liabilities		3,809,067			3,791,273
Loss from operations		(904,701	)		(1,056,720	)
Long term liabilities
Other income (expense):
Convertible notes payable, net of discount of $155,249 and $0, respectively		115,907			10,000
Other expense		-			(89,501	)
Related party convertible notes payable, net of discount of $442,744 and $0, respectively		428,370			85,134
Interest expense (including accretion of debt discount of $493,950 and $761,356, respectively)		(822,282	)		(1,116,227	)
Related party payables		-			626,864
Gain on sale of co-location and domain		175,992			-
Total long term liabilities		544,277			721,998
Loss on extinguishment		-			(99,062	)
Total liabilities		4,353,344			4,513,271
Loss on settlements		-			(1,574,848	)
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			-
Change in fair value of derivatives		337,482			454,674
Commitments and contingencies (Note 5)
Total other income (expense)		(308,808	)		(2,424,964	)
Stockholders' Deficit:
Loss before provision for income taxes		(1,213,509	)		(3,481,684	)
Series A preferred stock; $0.0001 par value; 100 shares authorized; 0 shares issued and outstanding as of August 31, 2015 and 2014		-			-
Provision for income taxes		-			-
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
Net loss	$	(1,213,509	)	$	(3,481,684	)
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
Basic and diluted net loss per common share attributable to common stockholders	$	(0.22	)	$	(1.31	)
Additional paid-in capital		3,341,837			2,109,652
Weighted-average number of shares used in computing basic and diluted per share amounts		5,639,736			2,665,708
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.

F-23 Table of Contents

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.).

Consolidated Statements of ~~Operations~~Stockholders’ Deficit

	For the Year Ended August 31,2015			For the Year Ended August 31,2014
	Preferred Stock						Common Stock				Additional		Common Stock
Revenues:
	Shares			Par			Shares		Par		Paid in		to be		Accumulated
Advertising	$	895,407		$	1,696,958
	Issued			$	0.0001		Issued		$	0.0001	Capital		Issued		Deficit			Total
Services		35,750			33,000
Balance, August 31, 2014		200,000			20			230,983		23		2,128,108		-		(5,556,925	)		(3,428,774	)
Total revenues		931,157			1,729,958
Common stock issued on debt conversion		-			-			3,071,861		307		305,871		-		-			306,178
Costs of revenues:
Common stock issued for true up on debt conversion		-			-			109,111		11		12,834		-		-			12,845
Media network		335,452			439,282
Proceeds to be satisfied with common stock		-			-			-		-		-		75,000		-			75,000
Depreciation and amortization		77,986			329,184
Discount on convertible debt		-			-			-		-		963,614		-		-			963,614
Colocation services		145,556			168,796
Common stock for settlement of accounts payable		-			-			127,454		13		10,183		-		-			10,196
Broadcaster commissions		105,889			147,116
Common stock issued in connection with debt exchange		-			-			12,500		1		6,999		-		-			7,000
Other costs		2,858			175,788
Common stock for ASC settlement		-			-			421,241		42		231,683		-		-			231,725
Total costs of revenues		667,741			1,260,166
Conversions of Series C preferred stock		-			-			281,250		28		22,472		-		-			22,500
Gross profit		263,416			469,792
Net loss		-			-			-		-		-		-		(3,481,684	)		(3,481,684	)
Operating expenses:
Balance, August 31, 2015		200,000			20			4,254,400		425		3,681,764		75,000		(9,038,609	)		(5,281,400	)
Consulting fees		101,948			33,283
Proceeds to be satisfied with common stock		-			-			-		-		-		12,500		-			12,500
Professional fees		190,442			157,463
Conversions of Series C preferred stock		-			-			993,750		100		79,400		-		-			79,500
Product development		20,568			49,190
Net loss		-			-			-		-		-		-		(1,213,509	)		(1,213,509	)
Officer compensation		79,424			352,100
Balance, August 31, 2016		200,000		$	20			5,248,150	$	525	$	3,761,164	$	87,500	$	(10,252,118	)	$	(6,402,909	)
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.

F-34 Table of Contents

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.).

Consolidated Statements of ~~Stockholders'~~Cash ~~Deficit~~Flows

	Preferred Stock						Common Stock				Additional			Stock			Common
	For the Year Ended August 31, 2016			For the Year Ended August 31, 2015
	Shares			Par			Shares		Par		Paid in			Based			Stock		Accumulated
CASH FLOWS FROM OPERATING ACTIVITIES:
	Issued			$ 0.0001			Issued		$ 0.0001		Capital			Compensation			to be Issued		Deficit			Total
Net loss	$	(1,213,509	)	$	(3,481,684	)
Balance, August 31, 2013		-			-			17,045,823		1,705		1,223,508			(8,262	)		-		(4,395,863	)		(3,178,912	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued on debt conversion		-			-			92,767,449		9,277		249,369			-			-		-			258,646
Bad debt expense		-			181,500
Series B preferred stock issued for related party liabilities		200,000			20			-		-		199,980			-			-		-			200,000
Depreciation and amortization		327,766			326,330
Common stock for services		-			-			133,751		13		(3,495	)		-			-		-			(3,482	)
Re-measurement of derivative liabilities		(337,482	)		(454,674	)
Discount on convertible debt		-			-			-		-		22,895			-			-		-			22,895
Accretion of debt discount		493,950			761,356
Common stock for settlement of accounts payable		-			-			7,750,000		775		57,725			-			-		-			58,500
Stock issued for services and finance fees		-			10,134
Common stock for acquisition of assets		-			-			850,000		85		42,415			-			-		-			42,500
Amortization of finance fees		-			12,844
Common stock for ASC settlement		-			-			66,239,000		6,624		317,255			-			-		-			323,879
Gain on sale of co-location and domain		(175,992	)		-
Amortization of stock based compensation		-			-			-		-		-			8,262			-		-			8,262
Loss on settlements		-			1,574,848
Net loss		-			-			-		-		-			-			-		(1,161,062	)		(1,161,062	)
Loss on extinguishment of debt		-			101,562
Balance, August 31, 2014		200,000			20			184,786,023		18,479		2,109,652			-			-		(5,556,925	)		(3,428,774	)
Changes in operating assets and liabilities:
Common stock issued on debt conversion		-			-			2,457,488,988		245,749		60,429			-			-		-			306,178
Accounts receivable		49,754			200,478
Common stock issued for true up on debt conversion		-			-			87,288,889		8,729		4,116			-			-		-			12,845
Prepaid expenses		1,265			14,662
Proceeds to be satisfied with common stock		-			-			-		-		-			-			75,000		-			75,000
Note receivable		-			(10,500	)
Discount on convertible debt		-			-			-		-		963,614			-			-		-			963,614
Other current assets		-			10,150
Common stock for settlement of accounts payable		-			-			101,962,896		10,196		-			-			-		-			10,196
Accounts payable and accrued expenses		112,764			262,842
Common stock issued in connectionwith debt exchange		-			-			10,000,000		1,000		6,000			-			-		-			7,000
Related party accrued liabilities		121,631			151,838
Common stock for ASC settlement		-			-			336,993,000		33,699		198,026			-			-		-			231,725
Net cash used in operating activities		(619,853	)		(338,314	)
Conversions of Series C preferred stock		-			-			225,000,000		22,500		-			-			-		-			22,500
CASH FLOWS FROM INVESTING ACTIVITIES:
Net loss		-			-			-		-		-			-			-		(3,481,684	)		(3,481,684	)
Purchase or development of property and equipment		(18,277	)		(487,988	)
Balance, August 31, 2015		200,000		$	20			3,403,519,796	$	340,352	$	3,341,837		$	-		$	75,000	$	(9,038,609	)	$	(5,281,400	)
Proceeds from sale of co-location and domain		179,980			-
Other assets		14,832			109,240
Net cash used in investing activities		176,535			(378,748	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible promissory notes		-			181,459
Payments on related party notes payable		-			(89,284	)
Proceeds from line of credit		344,370			78,645
Payments on capital lease		-			(9,000	)
Proceeds from issuance of convertible promissory notes - related parties		85,000			402,250
Fees paid to ASC under settlement		-			59,311
Proceeds from sale of common stock / common stock to be issued		12,500			75,000
Net cash provided by financing activities		441,870			698,381
Change in cash and cash equivalents		(1,448	)		(18,681	)
Cash and cash equivalents, beginning of period		7,909			26,590
Cash and cash equivalents, end of period	$	6,461		$	7,909
Supplemental disclosures of cash flow information:
Cash paid for interest	$	162,856		$	97,231
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
Conversion of Series C preferred stock in common stock	$	79,500		$	22,500
Beneficial conversion feature recorded on convertible debt	$	-		$	963,614
Issuance of common stock for accounts payable	$	-		$	172,414
Increase in line of credit for facility fee	$	2,500		$	-
Assets acquired with Series C preferred stock	$	-		$	120,000

The accompanying notes are an integral part of the consolidated financial statements.

F-45 Table of Contents

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.).

~~Consolidated~~Notes ~~Statements~~to ofConsolidated ~~Cash~~Financial ~~Flows~~Statements

	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		$	-

1. Description of Business and Basis of Presentation

Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). (the “Company”) is a digital media and technology services company. The ~~accompanying~~Company ~~notes~~provides ~~are~~audio anand ~~integral~~video ~~part~~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 ~~consolidated~~web ~~financial~~player ~~statements~~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.

~~F-5~~Basis of Presentation

~~StreamTrack~~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, ~~Inc~~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.

~~Notes~~Going ~~to Consolidated Financial Statements~~Concern

1The 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. ~~Description~~For the year ended August 31, 2016, the Company recorded a net loss of ~~Business~~$1,213,509 and ~~Basis~~had negative working capital of ~~Presentation~~$4,951,686. The net loss and negative working capital indicate substantial doubt about the entity's ability to continue as a going concern.

~~StreamTrack,~~Management ~~Inc~~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, 2017, the Company") is aobligated ~~digital~~to ~~media~~make payments on certain convertible debts, and ~~technology~~a ~~services~~capital ~~company~~lease. The Company's ~~provides~~normal ~~audio~~operating costs are also significant and ~~video~~include ~~streaming~~consulting fees, professional fees, product development costs and ~~advertising~~marketing ~~services~~and ~~through~~sales ~~its~~costs ~~RadioLoyaltyTM~~associated ~~Platform~~with (management’s business plan. Since inception and through the ~~"Platform")~~date toof ~~over~~these 5financial statements,~~000~~ ~~internet~~the ~~and~~Company ~~terrestrial~~has ~~radio~~successfully ~~stations~~raised ~~and~~a ~~other~~significant ~~broadcast~~amount ~~content~~of ~~providers~~capital through debt and equity offerings. The ~~Platform~~Company ~~consists~~anticipates oflaunching aseveral ~~web-based~~new product offerings and ~~mobile~~initiating ~~player~~certain ~~that~~new ~~manages~~significant ~~streaming~~partnerships ~~audio~~during ~~and~~the ~~video~~fiscal ~~content,~~year ~~social~~ending ~~media~~August ~~engagement~~31, ~~display~~2017. The Company anticipates those products and ~~video~~partnerships adto ~~serving~~be ~~within~~profitable ~~the~~but ~~web~~notes ~~player~~that ~~and~~it iswill ~~also~~require ~~capable~~an unknown amount of ~~replacing~~capital ~~audio~~for ~~ads~~product ~~with~~development ~~video~~and ~~ads~~commercial ~~within~~deployment. The Company will attempt to have its potential partners pay for the ~~web~~some ~~player~~of these costs but management cannot be certain that it will succeed in entering into such arrangements. Management may potentially make a ~~live~~business decision to move forward, delay, or ~~on-demand~~cancel ~~environment.~~certain ~~The~~partnerships because of the Company’s ~~offers~~overall capital needs. Nonetheless, the ~~Platform~~ability ~~directly~~of tothe ~~its~~Company ~~broadcasters~~to ~~and~~continue ~~integrates~~as ora ~~white~~going ~~labels~~concern ~~its~~is ~~technologies~~dependent ~~with~~on ~~web-based~~the ~~internet~~successful ~~radio~~execution ~~guides~~of ~~and~~the ~~other~~business ~~web-based~~plan ~~content~~and ~~providers~~become profitable. ~~The~~If the Company is ~~also~~unable ~~continuing~~to ~~development~~become ofprofitable ~~Amped~~and ~~Fantasy~~sustain ~~and~~positive ~~SportsAlert™~~cash flow from operations, athe ~~fantasy~~Company ~~sports~~could ~~product~~be forced to modify its business operations or possibly cease operations entirely. ~~The~~Management cannot provide any assurances that the Company ~~was~~will ~~incorporated~~be assuccessful ain ~~Wyoming~~its ~~corporation~~operations. onThe ~~May~~accompanying 6,financial ~~2008~~statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Basis~~Use of ~~Presentation~~Estimates

The ~~consolidated~~preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and ~~accompanying~~assumptions ~~notes~~that ~~have~~affect ~~been~~the ~~prepared~~reported inamounts ~~accordance~~of ~~with~~assets ~~United~~and ~~States~~liabilities ~~generally~~and ~~accepted~~the ~~accounting~~related ~~principles~~disclosures ~~("U.S.~~at ~~GAAP").~~the ~~The~~date ~~consolidated~~of the financial statements, ~~include~~as well as the ~~accounts~~reported amounts of revenue and expenses during the ~~Company~~periods ~~and~~presented. ~~its~~Estimates ~~wholly~~are used for determining the allowance for doubtful accounts, stock-~~owned~~based ~~subsidiaries.~~compensation, ~~All~~fair ~~intercompany~~values ~~balances~~of ~~and~~warrants ~~transactions~~to ~~have~~purchase ~~been~~common ~~eliminated~~stock, inderivative ~~consolidation~~liabilities and income taxes. InTo the ~~opinion~~extent ofthere ~~the~~are ~~Company's~~material ~~management~~differences between these estimates, judgments, or assumptions and actual results, the ~~consolidated~~Company’s financial statements ~~include~~could ~~all~~be ~~adjustments~~affected. In many cases, ~~which~~the ~~include~~accounting ~~only~~treatment ~~normal~~of ~~recurring~~a ~~adjustments,~~particular ~~necessary~~transaction ~~for~~is ~~the~~specifically ~~fair~~dictated ~~presentation~~by ofU.S. ~~the~~GAAP ~~Company'~~and does not require management’s ~~financial~~judgment ~~position~~in ~~for~~its ~~the~~application. ~~periods~~There ~~presented~~are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

~~Going Concern~~Segments

The Company's ~~financial~~operates ~~statements~~in ~~are~~one ~~prepared~~segment. ~~using~~The ~~accounting~~Company’s ~~principles~~chief ~~generally~~operating ~~accepted~~decision inmaker (the ~~United~~“CODM”), ~~States~~its ofChief ~~America~~Executive ~~applicable~~Officer, tomanages athe ~~going~~Company’s ~~concern,~~operations ~~which~~on ~~contemplates~~a ~~the~~consolidated ~~realization~~basis offor ~~assets~~purposes ~~and~~of ~~liquidation~~allocating ofresources. ~~liabilities~~When inevaluating the ~~normal~~Company’s ~~course~~financial ofperformance, ~~business.~~the ~~For~~CODM ~~the~~reviews ~~year~~separate ~~ended~~revenue ~~August~~and ~~31,~~expense ~~2015,~~information for the Company’s ~~recorded~~RadioLoyaltyTM, aWatchThisTM, ~~net~~StreamTrack ~~loss~~Media, ofAmped $3Fantasy,~~481~~ SportsAlert,~~684~~ Fantify and ~~had~~other ~~negative~~online ~~working~~product ~~capital~~offerings, ofwhile ~~$3,684,949.~~all ~~The~~other ~~net~~financial ~~loss~~information ~~and~~is ~~negative~~reviewed ~~working~~on ~~capital~~a ~~indicate~~consolidated ~~substantial~~basis. ~~doubt~~All ~~about~~of the ~~entity'~~Company’s ~~ability~~principal tooperations ~~continue~~are aslocated ain ~~going~~Goleta, ~~concern~~California.

~~Management~~F-6 isTable 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.Contents

~~Use~~2. Summary of ~~Estimates~~Significant Accounting Policies

~~The~~Revenue 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.Recognition

~~Segments~~The Company’s revenue is principally derived from advertising services.

The Company ~~operates~~recognizes inrevenue ~~one~~when: ~~segment.~~(1) ~~The~~persuasive ~~Company's~~evidence ~~chief~~exists ~~operating~~of ~~decision~~an ~~maker~~arrangement (with the ~~"CODM"),~~customer ~~its~~reflecting ~~Chief~~the ~~Executive~~terms ~~Officer,~~and ~~manages~~conditions ~~the~~under ~~Company's~~which ~~operations~~products onor aservices ~~consolidated~~will ~~basis~~be ~~for~~provided; ~~purposes~~(2) ofdelivery ~~allocating~~has ~~resources.~~occurred ~~When~~or ~~evaluating~~services ~~the~~have ~~Company's~~been ~~financial~~provided; ~~performance,~~(3) the ~~CODM~~fee ~~reviews~~is ~~separate~~fixed ~~revenue~~or determinable; and ~~expense~~(4) ~~information~~collection ~~for~~is ~~the~~reasonably ~~Company's~~assured. ~~RadioLoyaltyTM~~For ,all ~~WatchThisTM~~revenue transactions, ~~StreamTrack~~the ~~Media,~~Company ~~and~~considers ~~other~~a ~~online~~signed ~~product offerings~~agreement, ~~while~~a ~~all~~binding ~~other~~insertion ~~financial~~order ~~information~~or isother ~~reviewed~~similar ondocumentation ato ~~consolidated~~be ~~basis.~~persuasive ~~All~~evidence of ~~the~~an ~~Company's principal operations are located in Santa Barbara, California~~arrangement.

FAdvertising 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-6based 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.

2The Company also generates advertising revenue pursuant to arrangements with advertising agencies and brokers. ~~Summary~~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 ~~Significant~~amounts ~~Accounting~~due ~~Policies~~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. ~~Recognition~~The Company generated services revenues for the period from September 1, 2015 through August 31, 2016. These revenues related to the provision of data and streaming hosting services to one customer.

~~The~~Deferred ~~Company's~~Revenue. Deferred revenue isconsists ~~principally~~of ~~derived~~both ~~from~~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 ~~recognizes~~could ~~revenue~~potentially ~~when:~~enter ~~(1) persuasive~~into ~~evidence~~arrangements ~~exists~~with ofcustomers anto ~~arrangement~~sell ~~with~~advertising packages that include different media placements or ad services that are delivered at the ~~customer~~same ~~reflecting~~time, or within close proximity of one another. The Company uses the ~~terms~~prospective ~~and~~method ~~conditions~~for ~~under~~all ~~which~~arrangements ~~products~~entered into or ~~services~~materially ~~will~~modified befrom ~~provided;~~the ~~(2) delivery~~date ~~has~~of ~~occurred~~adoption orthat ~~services~~involve ~~have~~multiple ~~been~~element ~~provided;~~arrangements. ~~(3)~~ Under this new guidance, the ~~fee~~Company isallocates ~~fixed~~arrangement orconsideration ~~determinable;~~in ~~and~~multiple-deliverable ~~(4) collection~~revenue isarrangements ~~reasonably~~at ~~assured.~~the ~~For~~inception of an arrangement to all ~~revenue~~deliverables ~~transactions~~or those packages in which all components of the package are delivered at the same time, based on the ~~Company~~relative ~~considers~~selling aprice ~~signed~~method ~~agreement~~in accordance with the selling price hierarchy, awhich ~~binding~~includes: ~~insertion~~(1) ~~order~~vendor-specific orobjective ~~other~~evidence ~~similar~~(“VSOE”) ~~documentation~~if toavailable; be(2) ~~persuasive~~third-party evidence (“TPE”) if VSOE is not available; and (3) best estimate of anselling ~~arrangement~~price (“BESP”) if neither VSOE nor TPE is available.

~~Advertising Revenue~~VSOE. The Company ~~generates~~determines ~~advertising~~VSOE ~~revenue~~based ~~primarily~~on ~~from~~its ~~display~~historical pricing and ~~video~~discounting ~~advertising.~~practices ~~The~~for ~~Company generates~~ the ~~majority~~specific ofproduct ~~its~~or ~~advertising~~service ~~revenue~~when ~~through~~sold ~~the~~separately. ~~delivery~~In ofdetermining ~~advertising~~VSOE, ~~impressions~~the ~~sold~~Company onrequires that a ~~cost~~substantial ~~per~~majority ~~thousand,~~of orthe ~~CPM,~~selling ~~basis.~~prices ~~Currently,~~for ~~advertising~~these ~~revenues~~services ~~are~~fall ~~generated~~within ~~through~~a ~~our~~reasonably ~~proprietary~~narrow ~~technologies~~pricing ~~from internet-based content~~range. The Company ~~does~~has not ~~currently~~historically ~~generate~~priced ~~significant~~its ~~revenues from mobile~~ advertising. Inproducts ~~determining~~within ~~whether an arrangement exists, the Company ensures that~~ a ~~binding~~narrow ~~arrangement,~~range. ~~such~~As ~~as an insertion order or~~ a ~~fully executed customer-specific agreement~~result, isthe inCompany ~~place.~~has ~~The~~not ~~Company~~been ~~generally~~able ~~recognizes~~to ~~revenue~~establish ~~based~~VSOE onfor ~~delivery~~any ~~information~~of ~~from~~ its ~~campaign~~advertising ~~trafficking systems~~products.

~~The~~F-7 ~~Company~~Table 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.Contents

~~Services Revenue~~TPE. ~~The~~When ~~Company~~VSOE ~~generated~~cannot ~~services~~be ~~revenues~~established for ~~the~~deliverables ~~period~~in ~~from~~multiple ~~September~~element 1arrangements, ~~2014~~the ~~through~~Company ~~August~~applies ~~31,~~judgment ~~2015~~with respect to whether it can establish a selling price based on TPE. ~~These~~TPE ~~revenues~~is ~~related~~determined tobased on competitor prices for similar deliverables when sold separately. Generally, the ~~provision~~Company’s go-to-market strategy differs from that of ~~data~~its peers and ~~streaming~~its ~~hosting~~offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to ~~one~~reliably ~~customer~~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.

~~Deferred Revenue~~BESP. ~~Deferred~~When ~~revenue~~it ~~consists~~is ofunable ~~both~~to ~~prepaid~~establish ~~unrecognized~~selling ~~revenues~~price ~~and~~using ~~advertising~~VSOE ~~fees~~or ~~received~~TPE, orthe ~~billed~~Company uses BESP in ~~advance~~its allocation of ~~the~~arrangement ~~delivery~~consideration. orThe ~~completion~~objective of BESP is to determine the ~~services~~price orat 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 ~~instances~~the ~~when~~Company’s ~~revenue~~multiple ~~recognition~~element ~~criteria~~arrangements. ~~have~~The Company determines BESP for deliverables by considering multiple factors including, but not ~~been~~limited ~~met.~~to, ~~Deferred~~prices ~~revenue~~it ischarges ~~recognized~~for ~~when~~similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the ~~services~~amount of allocable arrangement consideration to amounts that are ~~provided~~fixed or determinable and ~~all~~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 ~~recognition~~that ~~criteria~~the ~~have~~Company ~~been~~reports ~~met~~in a particular period.

~~Multiple-Element Arrangements.~~ The Company ~~could~~recognizes ~~potentially~~the ~~enter~~relative ~~into~~fair ~~arrangements~~value ~~with~~of ~~customers~~the ~~to sell advertising packages that include different~~ media placements or ad services ~~that~~as they are delivered atassuming ~~the same time, or within close proximity of one another. The Company uses the prospective method for~~ all ~~arrangements~~other 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~~recognition atcriteria ~~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 availablemet.

~~VSOE.~~Concentration 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~~Credit 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.Risk

~~F-7~~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.

~~TPE.~~The ~~When~~Company ~~VSOE~~performs ~~cannot~~ongoing becredit ~~established~~evaluations ~~for~~of ~~deliverables~~customers into ~~multiple~~assess ~~element arrangements,~~ the ~~Company~~probability ~~applies~~of ~~judgment~~accounts ~~with~~receivable ~~respect~~collection ~~to whether it can establish a selling price~~ based on ~~TPE.~~a ~~TPE~~number isof ~~determined~~factors, ~~based~~including onpast ~~competitor~~transaction ~~prices~~experience ~~for~~with ~~similar~~the ~~deliverables when sold separately. Generally~~customer, ~~the~~evaluation ~~Company's~~of ~~go-to-market~~their ~~strategy~~credit ~~differs~~history, ~~from~~and ~~that~~review of ~~its~~the ~~peers~~invoicing ~~and~~terms ~~its offerings contain a significant level~~ of ~~differentiation such that~~ the ~~comparable~~contract. ~~pricing~~The ofCompany ~~services~~generally ~~cannot~~does benot ~~obtained~~require collateral. ~~Furthermore,~~The ~~the~~ Company ismaintains ~~unable~~reserves tofor ~~reliably~~potential ~~determine~~credit ~~what~~losses ~~similar~~on ~~competitor~~customer ~~services'~~accounts ~~selling~~when ~~prices~~deemed ~~are~~necessary. onActual acredit ~~stand-alone~~(gains) ~~basis.~~losses Asduring ~~a result,~~ the ~~Company~~fiscal ~~has~~years ~~not~~ended ~~been~~August ~~able~~31, to2016 ~~establish~~and ~~selling~~2015 ~~price~~totaled ~~based~~$0 onand ~~TPE~~$181,500, respectively.

~~BESP.~~Cash 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~~Cash 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.Equivalents

The Company ~~recognizes~~classifies its highly liquid investments with maturities of three months or less at the ~~relative~~date ~~fair~~of ~~value~~purchase as cash equivalents. Management determines the appropriate classification of its investments at the ~~media~~time ~~placements~~of orpurchase adand ~~services~~reevaluates the designations as ~~they~~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 ~~delivered~~classified ~~assuming~~as ~~all~~short-term ~~other~~and ~~revenue~~those ~~recognition~~with ~~criteria~~maturities greater than 12 months are ~~met~~classified as long-term. The cost of investments sold is based upon the specific identification method.

~~Concentration~~F-8 Table of ~~Credit Risk~~Contents

~~Financial~~Accounts ~~instruments~~Receivable ~~that potentially subject the Company to concentrations of credit risk consist principally of cash~~ and ~~cash~~Allowance ~~equivalents~~for ~~and~~Doubtful 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.Accounts

~~The~~Accounts ~~Company~~receivable ~~performs~~are ~~ongoing~~recorded ~~credit~~net ~~evaluations~~ of ~~customers~~an toallowance ~~assess~~for ~~the~~doubtful ~~probability of~~ accounts. ~~receivable~~The ~~collection~~Company’s ~~based~~allowance onfor adoubtful ~~number~~accounts ofis ~~factors,~~based ~~including~~upon ~~past~~historical ~~transaction~~loss ~~experience~~patterns, ~~with~~ the ~~customer,~~number ~~evaluation~~ of ~~their~~days ~~credit~~that ~~history,~~billings ~~and~~are ~~review~~past ofdue ~~the~~and ~~invoicing~~an ~~terms~~evaluation of the ~~contract.~~potential ~~The~~risk ~~Company~~of ~~generally~~loss ~~does~~associated ~~not~~with ~~require~~delinquent ~~collateral~~accounts. The Company ~~maintains~~also ~~reserves~~considers ~~for~~any ~~potential~~changes ~~credit~~to ~~losses~~the onfinancial ~~customer~~condition ~~accounts~~of ~~when~~its ~~deemed~~customers ~~necessary.~~and ~~Actual~~any ~~credit~~other ~~(gains)~~external ~~losses~~market ~~during~~factors that could impact the ~~fiscal~~collectability ~~years~~of ~~ended~~its ~~August~~receivables ~~31,~~in ~~2015~~the ~~and~~determination ~~2014~~of ~~totaled~~its ~~$181,500~~allowance ~~and~~for ~~($8,785),~~doubtful ~~respectively~~accounts.

~~Cash~~Property and ~~Cash Equivalents~~Equipment

~~The~~Property ~~Company~~and ~~classifies~~equipment ~~its~~is ~~highly~~recorded ~~liquid~~at ~~investments~~cost, ~~with maturities of three months or~~ less ataccumulated ~~the~~depreciation ~~date~~and ~~of purchase as cash equivalents~~amortization. ~~Management~~Computer ~~determines~~servers ~~the~~and ~~appropriate~~potentially ~~classification~~other ofassets ~~its~~that ~~investments~~are atcontrolled by the ~~time~~Company ofunder ~~purchase~~lease ~~and~~obligations ~~reevaluates~~are ~~the~~reviewed ~~designations~~to asdetermine ofwhether ~~each investment as of~~ the ~~balance~~assets ~~sheet~~should ~~date~~be ~~for~~capitalized ~~each~~and ~~reporting~~a ~~period.~~capital ~~The~~lease ~~Company~~obligation ~~classifies~~recorded ~~its investments~~ as ~~either~~a ~~short-term~~liability ~~or long-term based~~ on ~~each~~the ~~instrument's~~balance ~~underlying contractual maturity date~~sheets. ~~Investments~~Depreciation ~~with~~is ~~maturities~~computed ofusing ~~less~~the ~~than 12 months are classified as short~~straight-~~term~~line ~~and~~method ~~those~~based ~~with~~on ~~maturities~~the ~~greater~~estimated ~~than~~useful 12lives ~~months are classified as long-term. The cost~~ of ~~investments sold is based upon~~ the ~~specific~~assets ~~identification~~as ~~method.~~follows:

F-8

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

~~Accounts~~Property ~~Receivable~~ and ~~Allowance~~equipment is reviewed for ~~Doubtful~~impairment ~~Accounts~~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.

~~Accounts~~Internal ~~receivable~~Use ~~are~~Software ~~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 anWebsite ~~evaluation~~Development 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.Costs

~~Property~~Costs incurred to develop software for internal use are required to be capitalized and ~~Equipment~~amortized over the estimated useful life of the asset if certain criteria are met. Costs related to design or maintenance of internal-use software are expensed as incurred. The Company evaluates the costs incurred during the application development stage of website development to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. For the year ended August 31, 2016 and 2015, the Company capitalized $18,277 and $407,989 in costs related to internal use software and website development, respectively. Management also determined that $2,210 and $20,568 in certain software and website development costs did not meet the relevant criteria to be capitalized during fiscal 2016 and 2015, 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.

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:Derivatives

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

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.

~~Property~~F-9 ~~and~~Table ~~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.Contents

~~Internal~~Stock-Based ~~Use Software and Website Development Costs~~Compensation

~~Costs~~Stock-based ~~incurred~~payments made to ~~develop~~employees ~~software~~and ~~for~~non-employees, ~~internal~~including ~~use~~grants ~~are~~of ~~required~~restricted tostock beunits ~~capitalized~~ and ~~amortized~~employee ~~over~~stock ~~the~~options, ~~estimated~~are ~~useful~~recognized ~~life~~in of the ~~asset~~statements ifof ~~certain~~operations ~~criteria~~based ~~are~~on ~~met~~their fair values. ~~Costs~~The ~~related~~Company tohas ~~design~~previously orissued ~~maintenance~~restricted ofstock ~~internal-use~~units ~~software~~and ~~are~~has ~~expensed~~not asissued ~~incurred~~any employee stock options to date. The Company ~~evaluates~~recognizes ~~the~~stock-based ~~costs~~compensation ~~incurred~~for ~~during~~awards ~~the~~granted ~~application~~to ~~development~~employees ~~stage~~that ofare ~~website~~expected ~~development~~ to ~~determine~~vest, ~~whether~~on a straight-line basis using the ~~costs~~single-option ~~meet~~attribution method over the ~~criteria~~service ~~for~~period ~~capitalization~~of the award, which is generally three years. ~~Costs~~The ~~related~~Company recognizes stock-based compensation for awards granted to ~~preliminary~~non-employees ~~project~~over ~~activities~~the ~~and~~expected ~~post~~service ~~implementation~~period ~~activities~~revaluing ~~are~~the ~~expensed~~award asat ~~incurred~~each reporting period in accordance with the appropriate accounting guidance. ~~For~~Because the ~~years~~restricted ~~ended~~stock ~~August~~units ~~31,~~vest ~~2015~~on ~~and~~a ~~2014~~daily basis, the Company ~~capitalized~~has ~~$407,989~~estimated ~~and~~the ~~$416,971~~forfeiture inrate ~~costs~~of ~~related~~these stock awards to ~~internal~~be ~~use~~0%. ~~software~~Should ~~and~~the ~~website~~Company ~~development,~~issue ~~respectively.~~stock-based ~~Management~~compensation ~~also~~in ~~determined~~the ~~that~~form ~~$20,568~~of ~~and~~employee ~~$49~~stock options,~~190~~ the resulting expense recognized in ~~certain~~the ~~software~~statements ~~and~~of ~~website~~operations ~~development~~may ~~costs~~been ~~did~~reduced ~~not~~for ~~meet~~estimated ~~the~~forfeitures. ~~relevant~~Forfeitures ~~criteria~~are required to be ~~capitalized~~estimated ~~during~~at ~~fiscal~~the ~~2015~~time of grant and ~~2014~~revised, ~~respectively~~if necessary, in subsequent periods if actual forfeitures differ from those estimates. AsThe aforfeiture ~~result,~~rates ~~all~~used for valuing stock-based compensation payments would be estimated based on historical experience. The Company would estimate the fair value of ~~these~~employee ~~costs~~stock ~~were~~options ~~expensed~~using ~~and~~the ~~included~~Black-Scholes ~~within~~valuation model. The determination of the ~~accompanying~~fair ~~statement~~value of ~~operations~~a stock-based award is affected by the deemed fair value of the underlying stock price on the grant date, as ~~"product~~well ~~development"~~as ~~during~~other assumptions including the ~~years~~risk-free ~~indicated.~~interest ~~See~~rate, ~~Note~~the 3estimated ~~for~~volatility ~~discussion~~of ~~related~~the toCompany’s stock price over the ~~impairment~~term of athe ~~product~~award, the estimated period of time that the Company expects employees and non-employees to hold their stock awards and the expected dividend rate.

~~Derivatives~~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.

~~The~~Cost ~~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.Revenue

FCost of revenue consists of the revenue-9sharing 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~~Consulting ~~Compensation~~Fees

~~Stock-based~~Several ~~payments~~consultants ~~made~~were toinvolved ~~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’s ~~has~~business ~~previously~~development ~~issued~~activities ~~restricted stock units~~ and ~~has~~also ~~not~~provided ~~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~~financial ~~appropriate~~advisory ~~accounting~~services ~~guidance.~~during ~~Because~~ the ~~restricted~~years ~~stock~~ended ~~units~~August ~~vest on a daily basis~~31, ~~the~~2016 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~~2015. The ~~forfeiture rates used for valuing stock-based compensation payments would be estimated based on historical experience. The~~ Company ~~would~~does ~~estimate~~have ~~the~~ongoing ~~fair~~commitments ~~value~~with ~~of employee stock options using~~ the ~~Black-Scholes~~majority ~~valuation model. The determination~~ of the ~~fair~~consultants ~~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~~worked ~~price~~with ~~over~~during the ~~term~~years ofended ~~the~~August ~~award~~31, ~~the~~2016 ~~estimated period of time that the Company expects employees~~ and ~~non-employees to hold their stock awards and the expected dividend rate~~2015.

~~The~~Professional 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.Fees

~~Cost~~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 ~~Revenue~~the Company.

~~Cost~~Product 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.Development

~~Consulting~~The ~~Fees~~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.

~~Several~~F-10 ~~consultants~~Table 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.~~Contents

~~Professional~~Marketing ~~Fees~~and Sales

~~Professional~~Marketing ~~fees~~and ~~include~~sales ~~legal~~expenses consist of consulting fees, ~~for~~employee ~~entertainment~~compensation, ~~audio~~commissions and benefits related to employees in sales, ~~video~~marketing and ~~radio~~advertising ~~industry~~departments. In addition, marketing and sales expenses include external sales and marketing expenses such as third-~~specific~~party ~~issues~~marketing, ~~legal~~branding, ~~fees~~advertising ~~for~~and ~~SEC~~public ~~reporting~~relations expenses, and ~~audit~~infrastructure ~~fees~~costs ~~associated~~such ~~with~~as ~~the~~facility ~~SEC~~and ~~compliance~~other ofsupporting ~~the~~overhead ~~Company~~costs.

~~Product~~Officer ~~Development~~Compensation

The Company’s ~~incurs~~Officers ~~product~~are ~~development~~not ~~expenses~~currently ~~consisting~~under oflong-term ~~consulting~~contracts ~~fees,~~with ~~employee~~the ~~compensation, information technology and facilities-related expenses~~Company. ~~The~~During ~~Company incurs product development expenses primarily for development and improvements to~~ the ~~Universal~~years ~~PlayerTM,~~ended ~~the~~August ~~RadioLoyaltyTM~~31, ~~online~~2016 and ~~mobile~~2015, ~~content~~compensation ~~integration~~was ~~and~~either ~~development~~accrued ofor ~~new~~paid ~~advertising~~to ~~products~~these orexecutives ~~development,~~out ~~enhancement~~ of ~~other~~operations ~~new~~from ~~technologies~~time ~~and~~to ~~its~~time ~~fantasy~~but ~~sports~~no ~~products.~~formal ~~The~~compensation ~~Company~~plan ~~expenses~~has ~~product~~been ~~development~~in ~~costs~~place. toSee ~~the~~Notes ~~extent~~9 ~~they~~and ~~can't~~10 befor ~~capitalized~~additional ~~under the pertaining accounting guidance~~information.

~~F-10~~General and Administrative

~~Marketing~~General and ~~Sales~~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.

~~Marketing~~Content ~~and~~Acquisition 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.Costs

~~Officer~~Content ~~Compensation~~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, 2016 and 2015, respectively. However, these costs are likely to become substantial in the future as the Company expands its online product portfolio.

~~The~~Income 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.Taxes

~~General~~The Company accounts for income taxes using the asset and ~~Administrative~~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.

~~General~~The ~~and~~Company ~~administrative~~recognizes ~~expenses~~a ~~include~~tax ~~consulting~~benefit ~~fees~~from ~~and~~an ~~employee~~uncertain ~~compensation~~tax ~~for~~position ~~finance,~~only ~~accounting~~if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, ~~internal~~based ~~information~~on ~~technology~~the ~~and~~technical ~~other~~merits ~~administrative~~of ~~personnel~~the position. InThe ~~addition,~~tax ~~general~~benefits ~~and~~recognized ~~administrative~~in ~~expenses~~the ~~include~~financial ~~professional~~statements ~~services~~from ~~costs~~such ~~for~~positions ~~outside~~are ~~legal~~then ~~and~~measured ~~accounting~~based ~~services,~~on ~~and~~the ~~infrastructure~~largest ~~costs~~benefit ~~for~~that ~~facility,~~has ~~supporting~~a ~~overhead~~greater ~~costs~~than ~~and~~50% ~~merchant~~likelihood of being realized upon settlement. The Company will recognize interest and ~~other~~penalties ~~transaction~~related ~~costs,~~to ~~such~~unrecognized astax ~~credit~~benefits ~~card~~in ~~fees~~the income tax provision in the accompanying statement of operations.

~~Content~~The ~~Acquisition~~Company ~~Costs~~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.

~~Content~~F-11 ~~acquisition~~Table ~~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.Contents

~~Income~~Net ~~Taxes~~Loss Per Share

~~The~~Basic ~~Company~~net ~~accounts~~loss ~~for~~per ~~income~~share ~~taxes~~is ~~using~~computed ~~the~~by ~~asset~~dividing ~~and liability method, which requires~~ the ~~recognition~~net ofloss ~~deferred~~by ~~tax assets and liabilities for~~ the ~~expected~~weighted-average ~~future~~number ~~tax consequences~~ of ~~events~~shares ~~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~~common ~~and~~stock ~~liabilities~~outstanding atduring 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.~~

FDiluted 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-11dilutive.

~~The~~Recent ~~Company~~Accounting 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.Pronouncements

~~The~~In ~~Company~~May ~~calculates~~2014, the ~~current~~Financial ~~and~~Accounting ~~deferred~~Standards ~~income~~Board ~~tax~~(“FASB”) ~~provision~~issued ~~based~~Accounting onStandards ~~estimates~~Update ~~and~~(“ASU”) ~~assumptions~~No. ~~that~~2014-09 ~~could~~“Revenue ~~differ~~ from ~~the~~Contracts ~~actual~~with ~~results~~Customers” ~~reflected~~(Topic in606). ~~income~~Under ~~tax~~this ~~returns~~guidance, ~~filed~~revenue is recognized when promised goods or services are transferred to customers in ~~subsequent~~an ~~years.~~amount ~~Adjustments~~that ~~based~~reflects onthe ~~filed~~consideration ~~income~~that ~~tax~~is ~~returns~~expected ~~are~~to ~~recorded~~be ~~when~~received ~~identified~~for those goods or services. The ~~amount~~updated ofstandard ~~income~~will ~~taxes~~replace ~~paid~~most isexisting ~~subject~~revenue torecognition ~~examination~~guidance byunder U.S. ~~federal~~GAAP ~~and~~when ~~state~~it ~~tax~~becomes ~~authorities.~~effective ~~The~~and ~~estimate~~permits of the ~~potential~~use ~~outcome~~ of ~~any~~either ~~uncertain~~the ~~tax~~retrospective ~~issue~~or iscumulative ~~subject~~effect totransition ~~management's~~method. ~~assessment~~Early ofadoption ~~relevant~~is ~~risks,~~not ~~facts~~permitted. ~~and~~The ~~circumstances~~updated ~~existing~~standard atwill ~~that~~be ~~time.~~effective Tofor the ~~extent~~Company ~~that~~beginning ~~the~~January ~~assessment~~1, of2018. ~~such~~The ~~tax~~Company ~~positions~~is ~~change,~~currently evaluating the ~~change~~effect inthat ~~estimate~~the isupdated ~~recorded~~standard inwill ~~the~~have ~~period~~on inits ~~which~~consolidated ~~the~~financial ~~determination~~statements isand ~~made~~related disclosures.

~~Net~~In ~~Loss~~August ~~Per~~2014, ~~Share~~the FASB issued ASU No. 2014-15 "Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern"” (Subtopic 205-40), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

~~Basic~~In ~~net~~November ~~loss~~2015, ~~per~~the ~~share~~FASB isissued ~~computed~~ASU byNo. ~~dividing~~2015-17 ~~the~~“Income ~~net~~Taxes: ~~loss~~Balance bySheet ~~the~~Classification ~~weighted-average~~of ~~number~~Deferred Taxes” (Topic 740), which requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of ~~shares~~financial position. ASU No. 2015-17 will align the presentation of ~~common~~deferred ~~stock~~income ~~outstanding~~tax ~~during~~assets and liabilities with International Financial Reporting Standards. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual years, and early application is permitted. The Company is currently evaluating the ~~period~~effect that the updated standard will have on its consolidated financial statements and related disclosures.

~~Diluted~~In ~~net~~February ~~loss~~2016, ~~per~~the ~~share~~FASB isissued ~~computed~~ASU byNo. ~~giving~~2016-02 ~~effect~~“Leases” to(Topic ~~all~~842), ~~potential~~that ~~shares~~requires oforganizations ~~common~~that ~~stock~~lease assets, ~~including~~referred ~~convertible~~to ~~debt~~as ~~instruments~~“lessees”, ~~preferred~~to ~~stock,~~recognize ~~restricted~~on ~~stock~~the ~~unit~~balance ~~grants~~sheet the assets and ~~detachable~~liabilities ~~stock~~for ~~warrants~~the rights and obligations created by those leases with lease terms of more than 12 months. ~~Basic~~ASU No. 2016-02 will also require disclosures to help investors and ~~diluted~~other ~~net~~financial ~~loss~~statement ~~per~~users ~~share~~better ~~was~~understand the ~~same~~amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard will be effective for ~~each~~fiscal ~~period~~years ~~presented~~beginning asafter ~~the~~December ~~inclusion~~15, of2018, ~~all~~including ~~potential~~interim ~~common~~periods ~~shares~~within ~~outstanding~~those ~~would~~annual years, and early application is permitted. The Company is currently evaluating the effect that the updated standard will have ~~been~~on ~~anti-dilutive~~its consolidated financial statements and related disclosures.

~~F-12~~The FASB issues ASUs to amend the authoritative literature in the FASB Accounting Standards Codification (“ASC”). There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact the Company’s consolidated financial statements.

3.F-12 ~~Composition~~Table of ~~Certain Financial Statement Captions~~Contents

~~Property~~3. Composition ~~and~~of ~~Equipment~~Certain Financial Statement Captions

Property and ~~equipment consisted of the following:~~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

Property and equipment consisted of the following:

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.

	As of August 31,
	2016			2015

Software	$	1,804,257		$	1,775,220
Servers, computers, and other related equipment		153,824			198,924
Leasehold improvements		1,675			1,675
		1,959,756			1,975,819
Less accumulated depreciation and amortization		(1,597,512	)		(1,314,846	)

Property and equipment, net	$	362,244		$	660,973

FDepreciation and amortization expense totaled $327,766 and $326,330 for the years ended August 31, 2016 and 2015, 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-13offs during the fiscal year ended August 31, 2016.

~~Note~~F-13 ~~receivable~~Table of Contents

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.Receivable

~~Accounts~~Note ~~Payable~~receivable consisted of a $150,000 convertible promissory and ~~Accrued~~accrued ~~Expenses~~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 had filed for bankruptcy.

Accounts ~~payable~~Payable and ~~accrued~~Accrued ~~expenses consisted of the following:~~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

Accounts payable and accrued expenses consisted of the following:

F-14

	As of August 31,
	2016		2015

Accounts payable	$	814,707	$	751,129
Accrued broadcaster commissions		87,661		92,304
Accrued interest		301,883		184,007
Credit card		50,989		120,049

Accounts payable and accrued expenses	$	1,255,239	$	1,147,489

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.

F-1514 Table of Contents

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, ~~2015~~2016 and ~~2014~~ 2015. 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~~2016:

Level 1

Level 2

Level 3

Total

Assets

Cash and cash equivalents

76,~~909~~461

–

76,~~909~~461

Total assets measured at fair value

76,~~909~~461

–

76,~~909~~461

Liabilities

Derivative instruments

–

~~898~~561,~~856~~374

–

~~898~~561,~~856~~374

Total liabilities measured at fair value

–

~~898~~561,~~856~~374

–

~~898~~561,~~856~~374

The following table presents the Company'’s fair value hierarchy for assets measured at fair value on a recurring basis at August 31, ~~2014~~2015:

Level 1

Level 2

Level 3

Total

Assets

Cash and cash equivalents

267,~~590~~909

–

267,~~590~~909

Total assets measured at fair value

267,~~590~~909

–

267,~~590~~909

Liabilities

Derivative instruments

–

~~778~~898,~~257~~856

–

~~778~~898,~~257~~856

Total liabilities measured at fair value

–

~~778~~898,~~257~~856

–

~~778~~898,~~257~~856

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.

F-1615 Table of Contents

5. Asset Acquisitions and Disposition

Acquisitions

On ~~November~~April 2124, ~~2013~~2015, the Company, entered into an Asset Purchase Agreement with ~~Robot~~Lux ~~Fruit,~~Digital ~~Inc.,~~Pictures aGmbH ~~New~~Partners ~~York corporation~~ ("~~Robot Fruit~~Lux") pursuant to which, the Company issued ~~850,000~~800 shares of ~~common~~Series ~~stock~~C inConvertible ~~exchange~~Preferred Stock for ~~Robot~~the ~~Fruit~~rights ~~Mobile~~to ~~Application~~various ~~Development~~domains, ~~Platform~~source ~~and~~codes, etc related ~~code,~~to ~~intellectual~~Lux's ~~property~~Sports Alert and ~~goodwill~~Amped Fantasy Sports products. The Company ~~accounted~~determined ~~for~~ the ~~purchase~~price asof anthe ~~asset~~Series ~~acquisition~~C asissued ~~the~~to ~~assets~~be ~~did~~$120,000 ~~not~~based ~~meet~~upon the ~~definition~~conversion value of a$150 ~~business.~~worth Inof ~~connection~~common ~~with~~stock ~~the~~for ~~agreement,~~each ~~the~~share ~~Company~~of ~~determined~~Series ~~the~~C. ~~fair~~The ~~market~~Company recorded the value of the ~~common~~asset ~~stock issued to be $42,500, which was recorded~~ as software within property and equipment on the accompanying balance sheet. The Company ~~determined~~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.

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

~~Disposition~~On February 19, 2016, the Company, entered into and closed an Asset Purchase Agreement with Electric Lightwave, LLC ("Electric Lightwave"), a wholly owned subsidiary of Integra Telecom Holdings, Inc. pursuant to which, Electric Lightwave purchased from the Company certain assets related to the Company's data center located in Santa Barbara, including equipment and inventory, for a purchase price of $150,000. As of the date of the sale all the assets were fully depreciated. In connection with the transaction, the Company recorded a gain of $146,012, as rent deposit of $3,988 was transferred as part of the sale, which is recorded within gain on sale of co-location and domain on the accompanying consolidated statement of operations.

On ~~November~~February 152, ~~2013~~2016, the Company ~~entered~~sold ~~into an Asset Purchase Agreement with Dane Media, LLC (~~the ~~"Agreement"),~~watchthis.com adomain ~~New~~name ~~Jersey limited liability corporation ("Dane Media") pursuant to which,~~ for ~~an aggregate purchase price of~~ $~~150~~30,000, ~~Dane~~which ~~Media~~is ~~purchased~~recorded ~~from~~within ~~Streamtrack,~~gain ~~its~~on ~~(i)~~sale ~~Student Matching Services (as defined in the Agreement), (ii) each~~ of ~~(A) www.studentmatchingservice.com and~~co-location ~~(B) www.studentmatchingservices.com,~~ and ~~(iii)~~domain ~~each~~on of the ~~(A)~~accompanying ~~Call~~consolidated ~~Center~~statement ~~Agreement,~~of ~~and the (B) Data/List Management Agreement (as each are described in the Agreement)~~operations.

~~Pursuant~~F-16 toTable ~~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.Contents

~~F-17~~6. Commitments and Contingencies

6.ASC ~~Commitments~~Recap ~~and~~LLC ~~Contingencies~~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:

On(a) ~~October~~In ~~23,~~one ~~2013,~~or ~~the~~more ~~Superior~~tranches ~~Court~~as innecessary, ~~the Judicial District of Danbury~~4,675 ~~Connecticut~~shares ~~entered an order approving the stipulation~~ of ~~the~~common ~~parties~~stock (the "~~Stipulation")~~Initial ~~in the matter of ASC Recap LLC (~~Issuance"~~ASC"~~) v.and ~~StreamTrack,~~an ~~Inc.~~additional ~~Under~~250 ~~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~~as ~~"Settlement~~a ~~Shares")~~settlement ~~as follows:~~fee.

(ab) InThrough ~~one~~the orInitial ~~more~~Issuance ~~tranches~~and asany ~~necessary,~~required 3additional issuances,~~740,000~~ that number of shares of common stock ~~(the~~with ~~"Initial Issuance") and~~ an ~~additional~~aggregate ~~200,000~~value ~~shares~~equal ofto ~~common~~(A) ~~stock~~the assum aof ~~settlement fee.~~

(bi) ~~Through~~ the ~~Initial~~Claim ~~Issuance~~Amount and ~~any~~(ii) ~~required~~reasonable ~~additional~~attorney ~~issuances,~~fees ~~that~~and ~~number~~trade execution fees in the amount of ~~shares~~$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 ~~with~~during anthe ~~aggregate~~valuation ~~value~~period set forth in the Stipulation) less the product of the Discount (equal to (A25%) and the ~~sum~~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.

(ic) ~~the~~If ~~Claim~~at ~~Amount~~any ~~and~~time ~~(ii)~~during ~~reasonable attorney fees and trade execution fees in~~ the ~~amount~~valuation ofperiod ~~$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~~is ~~the~~below ~~valuation~~90% ~~period~~of ~~set forth in~~ the ~~Stipulation)~~closing ~~less~~bid ~~the~~price ~~product~~on of the ~~Discount~~day ~~(equal~~before toan ~~25%)~~issuance ~~and~~date, the ~~market~~Company ~~price.~~will ~~The~~immediately ~~parties~~cause ~~reasonably~~to ~~estimated~~be ~~that~~issued ~~the~~to ~~fair~~ASC ~~market~~such ~~value~~additional ofshares ~~the~~as ~~Settlement~~may ~~Shares~~be ~~and~~required ~~all other amounts~~ to beeffect ~~received~~the bypurposes ~~ASC~~of isthe ~~equal to approximately $1,100,000~~Stipulation.

(cd) IfNotwithstanding atanything ~~any~~to ~~time during~~ the ~~valuation~~contrary ~~period~~in the ~~closing~~Stipulation, ~~bid price of~~ the ~~Company's~~number ~~common stock is below 90%~~ of ~~the~~shares ~~closing~~beneficially ~~bid~~owned ~~price~~by onASC ~~the~~will ~~day~~not ~~before~~exceed an9.99% ~~issuance~~of ~~date,~~ the Company's ~~will~~outstanding ~~immediately~~common ~~cause to be issued to ASC such additional shares as may be required to effect the purposes of the Stipulation~~stock.

~~(d)~~In ~~Notwithstanding~~connection ~~anything~~with to the ~~contrary~~Settlement ~~in the Stipulation~~Shares, the ~~number~~Company ofrelied ~~shares~~on ~~beneficially~~the ~~owned~~exemption byfrom ~~ASC~~registration ~~will~~provided ~~not~~by ~~exceed~~Section ~~9.99%~~3(a)(10) ofunder the ~~Company's~~Securities ~~outstanding common stock~~Act.

InThe ~~connection~~Company ~~with~~cannot reasonably estimate the ~~Settlement~~amount ~~Shares~~of proceeds ASC expects to receive from the sale of these shares which be used to satisfy the liabilities. Thus, the Company ~~relied~~accounts onfor the ~~exemption~~transaction ~~from~~as ~~registration~~the ~~provided~~shares are sold and the liabilities are settled. All amounts are included within accounts payable. Shares in which are held by ~~Section~~ASC ~~3(a)(10)~~at ~~under~~each ~~the~~reporting ~~Securities~~period ~~Act~~are accounted for as issued but not outstanding.

In connection with the settlement, during the year ended August 31, 2015 the Company issued ~~336~~421,~~993,000~~241 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.

InThere ~~connection~~were ~~with~~no ~~the~~conversions ~~settlement,~~ during the year ended August 31, ~~2014~~2016 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~~thus,~~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 iswas ~~in the aggregate amount of~~ $~~323~~151,~~704 as of August 31, 2014~~290. 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~~Goleta, California.

The ~~following~~Company is currently identifying a ~~schedule~~new oflocation ~~future~~for ~~minimum~~its principal offices and is not currently under a property lease. 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 ~~under~~is ~~operating~~recorded ~~leases~~as deferred rent in current and long-term liabilities. No deferred rent existed as of August 31, 2016 and 2015:. Rent expenses for the years ended August 31, 2016 and 2015 totaled $89,264 and $150,125, respectively.

Fiscal Years Ending August 31,
2016		108,315
Total minimum lease payments	$	108,315

F-17

Table of Contents

~~The~~Indemnification 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.Agreements

~~F-18~~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.

~~Indemnification~~While ~~Agreements~~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.

InLegal 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.Proceedings

~~While~~The ~~the~~Company ~~outcome~~is ofpotentially ~~these~~subject ~~matters~~to ~~cannot~~various belegal ~~predicted~~proceedings ~~with~~and ~~certainty,~~claims ~~the~~arising ~~Company~~in ~~does~~the ~~not~~ordinary ~~believe~~course ~~that~~of ~~the~~its ~~outcome~~business. ofOn ~~any~~June ~~claims~~17, ~~under~~2016, ~~indemnification~~a ~~arrangements~~lawsuit ~~will~~was ~~have~~filed aagainst ~~material~~StreamTrack ~~adverse~~Media, ~~effect~~Inc. onby ~~the~~AllDigital, ~~Company's~~Inc. ~~financial~~for ~~position~~$33,580 ~~results~~plus attorney fees for breach of ~~operations~~contract, orgoods ~~cash~~and ~~flows~~services rendered, and quantum meruit. The Company is reviewing the case and plans to respond accordingly.

~~Legal~~7. Income ~~Proceedings~~Taxes

The ~~Company~~provision isfor ~~potentially~~income ~~subject~~tax toexpense ~~various~~(benefit) ~~legal~~consists ~~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.~~following:

7. Income Taxes

	Fiscal Years Ended August 31,
	2016			2015
Current
Federal	$	—		$	—
State and local		—			—
Total current income tax expense		—			—
Deferred
Federal	$	(274,831	)	$	(389,634	)
State and local		(84,563	)		(119,887
Valuation allowance		359,394			509,521
Total deferred income tax expense		—			—

Total income tax expense	$	—		$	—

~~The~~F-18 ~~provision~~Table ~~for income tax expense (benefit) consists~~ of ~~the following:~~Contents

	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.

F-19

	Fiscal Year Ended August 31,
	2016			2015

U.S. federal taxes at statutory rate		34	%		34	%
State taxes, net of federal benefit		6			6
Permanent differences		(8	)		(19	)
Change in valuation allowance		(32	)		(21	)
Change in rate		—			—
Other		—			—

Effective tax rate		-	%		-	%

~~The~~As ~~following~~of ~~table~~August ~~presents~~31, a2016, ~~reconciliation~~the Company had federal net operating loss carryforwards of ~~the~~approximately ~~statutory~~$3.5 million. The federal ~~rate~~net operating losses and tax credits expire in years beginning in 2021. As of August 31, 2016, the Company' had state net operating loss carryforwards of approximately $3.5 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 ~~effective~~ability to use its pre-change net operating loss carryforwards and other pre-change tax ~~rate~~attributes, ~~for~~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 ~~periods~~Code ~~presented~~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.

	Fiscal Year EndedAugust 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, 2016 and 2015, 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.

AsThe ~~of August 31, 2015, the~~ Company ~~had~~files ~~federal~~income ~~net~~tax ~~operating~~returns ~~loss~~in ~~carryforwards~~the ofUnited ~~approximately~~States ~~$3.1~~and ~~million~~California. The ~~federal~~2013 ~~net~~- ~~operating~~2016 ~~losses and~~ tax ~~credits expire in~~ years ~~beginning~~remain insubject ~~2021.~~to Asexamination offor ~~August 31, 2015, the Company had state net operating loss carryforwards of approximately $3~~U.~~1 that expire in years beginning in 2021~~S. ~~Under~~federal ~~Section 382~~ and ~~383~~state ofpurposes. ~~the~~All ~~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~~losses ~~carryforwards~~ and ~~other pre-change~~ tax ~~attributes,~~credits ~~such~~generated asto ~~research~~date ~~tax~~are ~~credits,~~subject to ~~offset~~adjustment ~~its~~for ~~post-change income may be limited~~U. ~~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~~S. ~~Similar~~federal ~~rules~~and ~~may apply under~~ state ~~tax laws~~purposes. The Company ~~has~~is ~~previously~~not ~~experienced~~currently ~~"ownership changes"~~ under ~~section~~examination ~~382~~in ~~of the Code and comparable state tax laws. The Company estimates that none of the~~ federal ~~and~~or state ~~pre-change net operating losses will be limited under Section 382 of the Code~~jurisdictions.

~~As of August 31, 2015 and 2014, the Company maintained a full valuation allowance on its net deferred tax assets~~8. Capital ~~The~~Lease ~~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.Default

The Company ~~files~~periodically ~~income~~leases ~~tax~~computer ~~returns~~servers inand ~~the~~related ~~United~~hardware ~~States~~under ~~and~~capital ~~California~~lease agreements. The ~~2013~~lease -terms ~~2015~~are ~~tax~~typically from three to five years, ~~remain~~depending ~~subject~~on tothe ~~examination~~type ~~for~~of Uequipment.S. ~~federal~~The ~~and~~leased ~~state~~equipment ~~purposes.~~typically ~~All~~has ~~net~~a ~~operating~~bargain ~~losses~~purchase price, and ~~tax~~qualifies ~~credits~~for ~~generated~~treatment toas ~~date~~a capital lease. For book purposes, the assets are ~~subject~~amortized toover ~~adjustment~~their ~~for~~estimated Uuseful lives.S. ~~federal~~As ~~and~~of ~~state~~August ~~purposes.~~31, ~~The~~2016 ~~Company~~and is2015, ~~not~~all ~~currently~~assets under ~~examination~~capital inleases ~~federal~~were orfully ~~state jurisdictions~~depreciated.

8On 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. ~~Capital~~The ~~Lease~~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, 2016 and 2015, the Company was in ~~Default~~default of this agreement and the amount outstanding of $54,704 and $54,704, respectively, is reflected as a current liability on the accompanying consolidated balance sheets.

~~The~~F-19 ~~Company~~Table ~~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.Contents

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~~. Related AsParty 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. Transactions

FThe 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-20constrained 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.

9The related party payable as of August 31, 2016 and 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 Executives. ~~Related~~The ~~Party~~balances ~~Transactions~~owed to the Executives are not secured and are due on demand. Interest will be charged on these balances. 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, 2016. As of August 31, 2016 and 2015, amounts due to these Executive related to accrued compensation and advances were $281,291 and $159,660, respectively.

~~The~~RL ~~Company~~entered ~~has~~into ~~only~~several ~~been~~convertible ~~operating~~promissory ~~since~~notes ~~November~~with ~~30,~~its ~~2011. As a result~~founders, ~~the~~officers ~~Company has an extremely limited credit history. The Company's Chief Executive Officer,~~ and ~~the~~high-level ~~Chief~~executives ~~Executive~~since ~~Officer~~its ofinception ~~StreamTrack Media, Inc. (the "Executives") use their personal credit cards to fund operations~~ on aDecember ~~frequent basis. If the Company did not have access to these credit cards~~1, ~~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~~2011, insee ~~time-constrained~~Note ~~circumstances,~~10 ~~the~~for ~~use~~additional ~~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~~information.

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~~. Debt 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.Instruments

~~RL entered into several convertible promissory notes with its founders, officers and high~~Asset-~~level~~Based ~~executives~~Debt ~~since its inception on December 1, 2011, see Note 10 for additional information.~~ Financing

10On April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the “Lender Financing”) with a third party (the “Lender”). ~~Debt~~The ~~Instruments~~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%.

~~Asset-Based~~On ~~Debt~~September ~~Financing~~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 ~~April~~March 1131, ~~2013~~2015, the Company executed aan ~~non-dilutive~~extension ~~asset-based~~to ~~debt~~this ~~financing~~agreement (whereby the ~~"Lender~~maturity ~~Financing")~~date ~~with~~has abeen ~~third~~extended ~~party~~to ~~(the~~December ~~"Lender")~~31, 2015. The Lender ~~Financing~~financing ~~consists~~is ofcurrently acapped at $~~250~~545,~~000~~692 ~~line~~which ofbegins ~~credit~~decreasing to $500,000 ~~subsequently~~on ~~increased~~April to30, 2015; $~~520~~450,000 on June 30, ~~secured~~2015; byand ~~all~~$300,000 ofon September 30, 2015 and the ~~Company's~~remainder ~~assets.~~on ~~The~~December ~~Company's~~31, ~~management~~2015. ~~also~~In ~~executed~~the ~~limited~~event ~~recourse~~the ~~guarantees~~that ~~with~~any reduction in the ~~Lender.~~Facility ~~Interest~~Amount, is ~~payable~~not ~~monthly~~achieved, ~~based~~before onthe adates ~~floating~~provided or the interest ~~rate~~for ~~determined~~any ~~based~~month onis anot ~~formula~~paid ~~outlined~~due inthe ~~detail~~next ~~within~~sequential month the ~~financing~~interest ~~agreement~~rate will be increased by 1.5% ~~The~~above ~~Company~~the ~~anticipates~~current rate for the ~~effective~~remainder ~~monthly~~of ~~interest~~the ~~rate~~Loan ~~charged~~and onSecurity Agreement. In the ~~outstanding~~event ~~balance~~that ~~owed~~any reduction in the Facility Amount is achieved 15 or more days prior to the ~~third~~dates ~~party~~provided, the interest rate will be ~~between~~decreased by 3.2% for the remainder of the Loan and 1Security Agreement.1% As of August 31, 2015, the Company hasn't achieved the reductions per the agreement.

On September 156, ~~2014~~2016, the Company executed an ~~extension~~addendum to this agreement whereby the maturity date has been extended to ~~December~~November 3116, ~~2015~~2017. The ~~Lender~~line ~~financing~~of iscredit ~~currently~~was ~~capped~~also atincreased ~~$520,000 which begins decreasing~~ to $~~500~~1,~~000 on December 31~~055, ~~2014; $450,~~000 ~~on March 31, 2015; $400,000 on June 30, 2015 and $300,000 by September 30, 2015~~.

OnVendor ~~March~~Convertible 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.~~

~~F-21~~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. During the year ended August 31, 2015, the Company issued 202,812 shares of common stock in settlement of $35,300 in principal. As of August 31, 2015, the Vendor Note was fully satisfied.

~~Vendor~~F-20 ~~Convertible~~Table ~~Note~~of Contents

OnCreditor ~~November~~#2 1,Convertible ~~2012,~~Promissory 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.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 is sued)		(35,300	)
Vendor Note, principal balance, August 31, 2015	$	-

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 of $145,644; 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, 2016 and 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 #2 Notes, principal balance as of August 31, 2014	$	464,470
Conversion of Creditor #2 Notes to common stock (643,077 common shares issued)		(73,228	)
Creditor #2 Notes, principal balance as of August 31, 2015		391,242
No transactions		-
Creditor #2 Notes, principal balance as of August 31, 2016	$	391,242

To the extent the Creditor ~~Convertible~~#2 converts the Creditor #2 Notes ~~Payable~~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.

~~The~~Due ~~Company~~to ~~relied~~the onsignificant ~~various~~change ~~financings~~in ~~from~~terms aand ~~lender~~amounts ~~since~~payable ~~2010~~between (the "Creditor~~").~~ ~~Each~~Notes ~~note~~and ~~issued by the~~ Creditor ~~(the~~#2 ~~"Creditor~~ Notes"), ~~bears~~the ~~interest~~Company ~~per~~accounted ~~annum~~for atthe atransaction ~~rate~~as ofan ~~8%,~~extinguishment ~~default interest rate~~ of ~~22%~~the ~~and~~Creditor isNote ~~generally~~on ~~payable~~the ~~within~~date ~~six~~of ~~months from~~ the ~~issuance date~~exchange. ~~The~~In ~~Creditor~~connection ~~Notes~~with ~~were~~this ~~convertible~~extinguishment, ~~into shares of~~ the Company's ~~common~~recorded ~~stock at~~ a ~~conversion~~loss ~~price calculated based~~ on ~~the~~extinguishment ~~average~~ of ~~the five (5) lowest bid prices over the 10 day period ending one (~~$1),439,044 ~~day~~as ~~prior to~~ the ~~measurement~~derivatively ~~date~~liability ~~multiplied~~associated bywith ~~61%.In April 2014,~~ the Creditor ~~entered~~#2 ~~into~~Notes anwas ~~exchange~~significantly ~~agreement~~greater ~~with~~in ~~another~~value ~~lender~~than ~~whereby~~that ~~they~~of ~~transferred their interest in~~ the Creditor Notes ~~to another lender~~. ~~The~~See ~~table~~ below ~~details~~for ~~the~~valuation ~~transactions~~methods ~~with~~used ~~the~~to ~~Creditor~~determine ~~during~~ the ~~year~~fair ~~ended~~value ~~August~~of ~~31,~~the ~~2014~~Company's derivative liabilities.

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	$	-

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 year ended August 31, 2015, $62,500 was amortized to interest expense with no discount remaining as of August 31, 2015. Subsequent to August 31, 2016, the note was in technical default due to the Company's failure to timely file the annual report. The Company is still determining the impact of this default which may include an increase in principal and the interest rate. Total accrued interest related to the notes payable above as of August 31, 2016 and 2015 was $108,596 and $62,676, respectively.

F-2221 Table of Contents

Creditor #23 Convertible Promissory ~~Notes~~Note

In ~~April~~December 2014, ~~the~~a ~~Creditor~~convertible promissory note holder ("Holder") entered into an exchange agreement with another lender (the "“Creditor #2"3”) whereby the ~~Creditor~~Holder transferred the ~~Creditor'~~Holder’s notes and accrued interest to Creditor #23. In ~~April~~December 2014, the Company entered into i) a note agreement for $~~284~~150,~~560~~000 representing ~~amounts transferred from~~ the ~~Creditor;~~principal ~~ii)~~amount ~~two~~transferred ~~$125,000~~from ~~notes in which~~ the ~~proceeds were received on the same date (collectively referred to as the "Creditor #2 Notes") with Creditor #2~~Holder. The Creditor #23 ~~Notes~~Note ~~bear~~bears interest per annum at 10.0%, ~~payable~~due ~~six~~on ~~months~~August ~~after~~22, ~~the~~2015 ~~issuance date~~ and ~~are~~is convertible on the date of issuance based upon based upon a 4525% discount to lowest trading price, for the 155 trading days prior to conversion. As a result, the lower the stock price at the time the Creditor #23 converts the Creditor #23 Notes, the more common shares the Creditor #23 will receive. The table below details the transactions with the Creditor #23 during the years ended August 31, ~~2015~~2016 and ~~2014~~2015.

Creditor #2 Notes, principal balance as of August 31, 2013	$	-
Creditor #3 Notes, principal balance as of August 31, 2014	$	-
Assignment of Creditor Notes		284,560
Transfer from 3rd party		150,000
Proceeds received from additional Creditor #2 Notes		250,000
Conversion of Creditor #2 Notes to common stock (421,166 common shares issued)		(56,650	)
Conversion of Creditor #2 Note to common stock (39,267,666 common shares issued)		(70,090	)
Creditor #3 Notes, principal balance as of August 31, 2015		93,350
Creditor #2 Notes, principal balance as of August 31, 2014	$	464,470
No transactions		-
Conversion of Creditor #2 Notes to common stock (514,461,210 common shares issued)		(73,228	)
Creditor #3 Notes, principal balance as of August 31, 2016	$	93,350
Creditor #2 Notes, principal balance as of August 31, 2015	$	391,242

To the extent the Creditor #23 converts the Creditor #23 ~~Notes~~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 #23 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 #23 would be issued upon conversion. The shares issuable upon conversion of the Creditor #23 ~~Notes~~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.

~~Due~~During to the ~~significant~~year ~~change~~ended inAugust ~~terms~~31, ~~and~~2015, ~~amounts payable between~~ the ~~Creditor~~Company ~~Notes~~recorded ~~and~~a ~~Creditor~~discount #2of ~~Notes~~$150,000 due to the ~~Company~~derivative ~~accounted~~liability, ~~for~~as ~~the~~discussed ~~transaction~~below, ashaving ana ~~extinguishment~~fair ofmarket ~~the~~value ~~Creditor~~in ~~Note~~excess onof the ~~date~~principal amount of the ~~exchange~~convertible note. InDuring ~~connection~~the ~~with~~year ~~this~~ended ~~extinguishment~~August 31, 2015, the Company ~~recorded~~amortized a$150,000 ~~loss~~of onthe ~~extinguishment~~discount ofto ~~$1,439,044~~interest asexpense ~~the~~and ~~derivatively~~thus ~~liability~~no ~~associated~~discount ~~with~~remained. Subsequent to August 31, 2016, the Creditor #23 ~~Notes~~note and accrued interest was ~~significantly~~purchased ~~greater~~by inthe ~~value~~Company ~~than~~for ~~that~~$25,000. ofThe Company is still determining the ~~Creditor~~impact ~~Notes.~~of ~~See~~this ~~below~~transaction. ~~for~~Total ~~valuation~~accrued ~~methods~~interest ~~used~~related to ~~determine~~ the ~~fair~~note ~~value~~payable above as of ~~the~~August ~~Company's~~31, ~~derivative~~2016 ~~liabilities~~and 2015 was $27,059 and $22,359, respectively.

InConvertible ~~addition,~~Promissory 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~~As #3of ~~Convertible~~August ~~Promissory~~31, ~~Note~~2016, the Company has outstanding 31 convertible promissory notes issued between December 2011 and September 2015. The convertible promissory notes bear interest at either 4% or 8% per annum 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 $0.08 to $1,000. The table below details the transactions associated with the convertible promissory notes during the years ended August 31, 2016 and 2015.

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 F-22, ~~2015~~Table ~~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. Contents

Creditor #3 Notes, principal balance as of August 31, 2014	$	-
Convertible Promissory Notes, principal balance as of August 31, 2014	$	745,134
Transfer from 3rd party		150,000
Proceeds received from additional Convertible Promissory Notes - Related Party		402,250
Conversion of Creditor #2 Notes to common stock (336,933,000 common shares issued)		(56,650	)
Conversion of accrued salaries and advances to Convertible Promissory Notes - Related Party		626,864
Creditor #3 Notes, principal balance as of August 31, 2015	$	93,350
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 125,000 common stock		(10,000	)
Related party notes converted into 1,625,125 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
Reclass from accrued interest to convertible note for correction of classification error		4,775
Proceeds received from additional Convertible Promissory Notes - Related Party		85,000
Convertible Promissory Notes, principal balance as of August 31, 2016	$	1,704,895

~~F-23~~As of August 31, 2016 and 2015, of the convertible promissory notes outstanding, $1,103,964 and $1,068,964 are held by related parties, respectively. These related parties consist of the Company's officers, former officers, significant shareholders or entities controlled by these individuals. As of August 31, 2016 and 2015, $1,028,964 and $197,013 of these notes were included within the current portion of convertible promissory notes on the accompanying consolidated balance sheets as the notes were due within one year of the balance sheet date, respectively. Subsequent to August 31, 2016, some of the notes were in technical default due to the Company's failure to timely file the annual report. The Company is still determining the impact of these defaults which may include an increase in principal and the interest rate. In addition, during the year ended August 31, 2016, convertible notes totaling $50,000 were reclassified from related party notes to convertible notes payable as the individual was no longer considered a related party. As of December 31, 2016 and 2015, accrued interest on these notes was approximately $167,000 and $99,000, respectively.

ToFor ~~the~~some ~~extent~~of the ~~Creditor~~convertible #3promissory ~~converts the Creditor #3 Note and then sells its common stock~~notes, 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~~feature ~~sale~~associated ofwith ~~each share of common stock could further depress~~ the ~~stock~~convertible ~~price.~~promissory ~~Due to the floating conversion price of the~~ notes, ~~the~~provide ~~Company~~for ~~does~~a ~~not~~rate ~~know the exact number~~ of ~~shares~~conversion that ~~the~~is ~~Creditor~~below #3market ~~would be issued upon conversion~~value. ~~The~~This ~~shares issuable upon~~ conversion offeature ~~the~~is ~~Creditor~~accounted #3for ~~Note~~as ~~may~~a ~~result~~beneficial inconversion ~~substantial dilution to the interests of the Company's other shareholders~~feature. InA ~~this~~beneficial ~~regard,~~conversion ~~even~~feature ~~though~~was ~~the~~recorded ~~investor~~and ~~may~~classified ~~not~~as ~~hold~~a ~~shares~~debt ~~amounting~~discount toon ~~more than 9.99% of~~ the ~~outstanding~~balance ~~shares~~sheet at ~~one~~the time, ~~this~~of ~~restriction~~issuance ~~does~~of ~~not~~each ~~prevent~~convertible ~~the~~promissory ~~investor~~note ~~from~~with ~~selling~~a ~~some~~corresponding ofcredit ~~its~~to ~~holdings and then receiving~~ additional ~~shares.~~paid-in ~~In this way, the investor could sell more than the 9~~capital.~~99% limit while never holding more than the limit.~~

~~During~~In addition, six of the ~~year~~convertible ~~ended~~promissory ~~August~~note ~~31,~~purchasers ~~2015,~~were issued warrants to purchase shares of the Company's ~~recorded~~common astock. ~~discount~~The valuation of ~~$150,000~~the ~~due~~stock towarrants and the ~~derivative~~beneficial ~~liability,~~conversion asfeature ~~discussed~~associated ~~below,~~with ~~having~~the issuance of convertible promissory notes utilized valuation inputs and related figures provided by a ~~fair~~professional ~~market~~and ~~value~~independent invaluation ~~excess~~firm. ofThe ~~the~~Company ~~principal~~allocated ~~amount~~a portion of the ~~convertible~~proceeds ~~note.~~received ~~During~~from the ~~year~~convertible ~~ended~~promissory ~~August~~notes ~~31,~~to ~~2015,~~the warrants using the ~~Company~~relative ~~amortized~~fair ~~$150,000~~value ofresulting ~~the~~in a debt discount to ~~interest~~each ~~expense.~~convertible promissory note.

~~Convertible~~The ~~Promissory~~discounts ~~Notes~~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 consolidated balance sheet, classified as interest expense - accretion in the statement of operations and as accretion of debt discount within the statement of cash flows.

AsOf ~~of August 31, 2015,~~ the ~~Company~~increase ~~has~~in ~~outstanding 31~~ convertible ~~promissory~~ notes ~~issued~~payable ~~between~~during ~~December~~the ~~2011~~year ~~and~~ended August ~~2015.~~31, ~~The convertible promissory notes bear interest at either 4% or 8% per year and are due in full~~2016, ~~including principal and interest~~$20,000 ~~two-three~~related ~~years~~to ~~from~~proceeds ~~the~~received ~~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~~Chief ~~stock~~Executive atOfficer ~~conversion~~and ~~prices ranging from~~ $~~0.0001~~65,000 toin ~~$1.25.~~proceeds ~~The~~from ~~table below details~~ the ~~transactions~~Chief ~~associated~~Executive ~~with~~Officer ~~the~~of ~~convertible~~StreamTrack ~~promissory notes during the years ended August 31~~Media, ~~2015 and 2014~~Inc.

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

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.

AsF-23 ofTable ~~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.Contents

~~For~~During ~~some of~~ the ~~convertible~~years ~~promissory~~ended ~~notes~~August 31, ~~the~~2016 ~~conversion~~and ~~feature~~2015, ~~associated~~$493,950 ~~with~~and ~~the~~$761,356 ~~convertible promissory notes provide for a rate~~ of ~~conversion~~the ~~that~~discounts iswere ~~below~~amortized ~~market~~to ~~value.~~interest ~~This~~expense, ~~conversion feature is accounted for as a beneficial conversion feature~~respectively. AAs ~~beneficial conversion feature was recorded and classified as a debt discount on the balance sheet at the time~~ of ~~issuance~~August of31, ~~each~~2016, ~~convertible~~$123,838 ~~promissory~~discounts ~~note~~remained, ~~with~~which awill ~~corresponding~~be ~~credit~~expensed toin ~~additional~~fiscal ~~paid-in~~2017 ~~capital~~and 2018.

InOn ~~addition~~December 24, ~~six~~2014 ofand included within the ~~convertible~~disclosures ~~promissory~~above, ~~note~~the ~~purchasers~~Company ~~were~~entered ~~issued~~into ~~warrants~~a toconvertible ~~purchase~~note ~~shares~~agreement offor ~~the~~$114,350 ~~Company's~~with ~~common~~a ~~stock~~third party. ~~The~~Under ~~valuation~~the terms of the ~~stock~~agreement ~~warrants~~the ~~and~~third ~~the~~party ~~beneficial~~was ~~conversion~~to ~~feature~~provide ~~associated~~the Company with ~~the~~$81,459 ~~issuance~~in cash and relief of ~~convertible~~$48,333 ~~promissory~~in ~~notes~~accrued ~~utilized~~consulting ~~valuation~~fees ~~inputs~~due ~~and~~to ~~related~~the ~~figures~~third ~~provided~~party. byIn aaddition, ~~professional~~the Company agreed to issue 12,500 share of common stock and ~~independent~~500 ~~valuation~~shares ~~firm~~of Series C Preferred Stock. The ~~Company~~convertible ~~allocated~~note incurs interest at a ~~portion~~rate of ~~the~~4% ~~proceeds~~per ~~received~~annum, ~~from~~is ~~the~~due December 24, 2016 and is convertible ~~promissory~~into ~~notes~~shares toof the ~~warrants~~Company's ~~using~~common stock on the ~~relative~~date ~~fair~~of ~~value~~issuance ~~resulting~~based inupon based upon a ~~debt~~10% discount to ~~each~~lowest ~~convertible~~trading ~~promissory~~price, ~~note~~for the 15 trading days prior to conversion. Total proceeds of $81,459 had been received.

~~F-24~~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.

~~The~~On ~~discounts~~April 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 sheet28, ~~classified~~2015 ~~as interest expense - accretion in the statement of operations~~ and asincluded ~~accretion of debt discount~~ within the ~~statement~~disclosures ~~of cash flows. During the year ended August 31~~above, ~~2015,~~ the Company ~~recorded~~entered ainto ~~discount~~an ~~related~~amended toconvertible ~~the~~note ~~recognition~~agreement offor ~~a beneficial conversion feature or allocation of the proceeds to a derivative liability of~~ $156,~~202,963~~806 ~~in connection~~ with ~~the~~a ~~issuance~~third ~~of $1,243,704 in convertible notes~~party. OfThe ~~the increase in~~ convertible ~~notes~~note ~~payable~~agreement ~~during~~included the ~~year~~original ~~ended August 31, 2015,~~ $~~235~~50,~~750~~000 ~~related~~in toprincipal ~~proceeds~~and ~~received from the Company's Chief Executive Officer,~~ $~~166~~6,~~500~~806 in ~~proceeds~~accrued ~~from~~interest. ~~the~~In ~~Chief Executive Officer of StreamTrack Media~~addition, ~~Inc.,~~the ~~$181,459~~Company inagreed ~~proceeds~~to ~~from~~issue ~~third~~150 ~~parties,~~shares ~~$32,891 in conversions~~ of ~~amounts~~Series ~~payable~~C toPreferred aStock. ~~third~~The ~~party~~convertible ~~to a~~ note; ~~$316,758~~incurs ininterest ~~salary~~at ~~and advances due to our Chief Executive Officer converted to~~ a ~~convertible~~rate ~~note~~of ~~payable~~8% ~~and~~per ~~$310~~annum,~~106~~ inis ~~salary and advances~~ due toApril ~~StreamTrack Media~~28, ~~Inc.'s~~2017 ~~Chief~~and ~~Executive~~is ~~Officer converted to a~~ convertible ~~note~~into ~~payable.~~shares ~~During~~of the ~~years~~Company's ~~ended~~common ~~August~~stock ~~31,~~on ~~2015~~the ~~and~~date ~~2014,~~of ~~$761,356~~issuance ~~and~~based ~~$246,336~~upon ofbased ~~the~~upon ~~discounts~~a ~~were~~15% ~~amortized~~discount to ~~interest~~lowest ~~expense,~~trading ~~respectively. As of August 31~~price, ~~2015,~~for ~~$617,787~~the ~~discounts~~5 ~~remained~~trading ~~which~~days ~~will~~prior beto ~~expensed in fiscal 2016 through 2018~~conversion.

OnThe ~~December~~Company ~~24,~~recorded ~~2014 and included within~~ the ~~disclosures~~difference ~~above,~~between the ~~Company entered into a~~ convertible note ~~agreement~~and ~~for~~the ~~$114,350~~fair ~~with~~market avalue ~~third party. Under the terms~~ of the ~~agreement~~Series ~~the~~C ~~third~~Preferred ~~party~~Stock ~~was~~of to$22,500 ~~provide~~plus the ~~Company~~fair ~~with~~market ~~$81,459~~value inof ~~cash~~the ~~and~~derivative ~~relief~~liability of $4866,~~333~~831 infor ~~accrued~~a ~~consulting~~loss ~~fees~~on ~~due~~extinguishment toof ~~the~~$35,025. ~~third~~The ~~party.~~Series InC ~~addition,~~Preferred ~~the~~Stock ~~Company~~was ~~agreed~~valued tobased ~~issue~~upon ~~10,000,000~~each share of ~~common stock and 500 shares of~~ Series C Preferred Stock. ~~The~~being convertible ~~note~~into ~~incurs~~$150 ~~interest~~in atfair amarket ~~rate~~value 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~~Future 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.Maturities

OnAs ~~April~~of 28August 31, ~~2015 and included within the disclosures above~~2016, ~~the~~future ~~Company~~maturities ~~entered~~of ~~into~~notes anpayable ~~amended~~is ~~convertible~~as ~~note~~follows ~~agreement~~ for ~~$56,806~~the ~~with~~years aending ~~third~~August ~~party.~~31; ~~The convertible note agreement included the original~~ $502,~~000~~039,487 incurrent; ~~principal~~ and $6150,~~806~~000 ~~in accrued interest~~2018. InIncluded ~~addition,~~within ~~the~~those ~~Company~~amounts ~~agreed~~due to ~~issue~~related ~~150~~parties ~~shares~~are: ~~of Series C Preferred Stock. The convertible note incurs interest at a rate of 8% per annum~~$1, ~~is due April 28~~028,964 ~~2017~~current 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~~$75,000 for ~~the 5 trading days prior to conversion~~2018.

~~The~~Derivative 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.Liabilities

~~Future~~Creditor ~~Maturities~~#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 ~~August~~the 31fact that the number of shares the Creditor #2 Notes was convertible into was indeterminable, ~~2015~~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 ~~future~~as ~~maturities~~of April 15, 2014 of ~~notes~~which ~~payable~~$1,219,891 iswas asincluded ~~follows~~within ~~for~~“change in fair value of derivatives” due to a portion of the ~~years~~derivative ~~ending~~liability ~~August~~being ~~31;~~in excess of the $~~957~~250,~~442~~000 ~~current;~~in proceeds received and $1,~~067~~481,~~270~~723, ~~2017;~~which ~~and~~included offset of $75206,~~000~~576 ~~2018.~~from ~~Included~~relief of the derivative liability related to the Creditor Notes, within ~~those~~“Loss ~~amounts~~on extinguishment” due to ~~related~~extinguishment ~~parties~~accounting ~~are:~~on ~~$197~~the Creditor Note transferred to Creditor #2. On August 31,~~820~~ ~~current~~2016 and 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $~~871~~427,~~114~~334 ~~for~~and ~~2017~~$606,698, respectively.

Derivative Liabilities

	August 31, 2016			August 31, 2015

Expected life (in years)		0.50			0.50
Balance of note and accrued interest outstanding	$	499,839		$	391,242
Stock price	$	0.08		$	0.08
Effective conversion price	$	0.04		$	0.04
Shares issuable upon conversion		11,359,977			8,891,864
Risk-free interest rate		0.50	%		0.50	%
Expected volatility		69.20	%		361.00	%
Expected dividend yield		-			-

~~Creditor~~F-24 ~~Notes~~Table of Contents

~~Upon the six-month anniversary (180 days) of all financings with the~~ Creditor, ~~the~~#3 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.Note

F-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, 2016 and 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $52,203 and $102,809, respectively.

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.

	August 31, 2016			August 31, 2015

Expected life (in years)		0.50			0.50
Balance of note and accrued interest outstanding	$	120,409		$	93,350
Stock price	$	0.08		$	0.08
Effective conversion price	$	0.06		$	0.06
Shares issuable upon conversion		2,006,817			1,555,833
Risk-free interest rate		0.50	%		0.50	%
Expected volatility		69.20	%		361.00	%
Expected dividend yield		-			-

	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

~~Creditor~~As #2discussed ~~Note~~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, 2016 and 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $50,695 and $123,566, respectively.

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, 2016			August 31, 2015

Expected life (in years)		0.50			1.40
Balance of note and accrued interest outstanding	$	114,350		$	114,350
Stock price	$	0.08		$	0.08
Effective conversion price	$	0.07		$	0.07
Shares issuable upon conversion		1,588,194			1,588,194
Risk-free interest rate		0.62	%		0.50	%
Expected volatility		134.29	%		369.00	%
Expected dividend yield		-			-

	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		-			-

F-25

Table of Contents

FAs 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, 2016 and 2015, the Company re-26measured the derivative liability using the input attributes below and determined the value to be $31,143 and $65,783, respectively.

Creditor #3 Note

	August 31, 2016			August 31, 2015

Expected life (in years)		0.67			2.00
Balance of note and accrued interest outstanding	$	56,806		$	56,806
Stock price	$	0.08		$	0.08
Effective conversion price	$	0.07		$	0.07
Shares issuable upon conversion		835,382			835,382
Risk-free interest rate		0.62	%		0.50	%
Expected volatility		134.29	%		369.00	%
Expected dividend yield		-			-

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 conversion11.. Stockholders’ 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. Equity

	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		-			-

Series A Preferred Stock

~~Other~~Each ~~Notes~~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 ~~Adjustable~~the ~~Conversion~~common ~~Features~~stock on an as converted basis.

AsSeries ~~discussed~~B ~~above,~~Preferred 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. Stock

	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		-			-

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.

F-2726 Table of Contents

AsOn ~~discussed~~October ~~above~~31, ~~on April 28~~2013, ~~2015~~ the Company ~~issued~~entered ainto ~~$56~~amendment,~~806~~ ~~promissory~~waiver ~~note~~and toexchange aagreements ~~third~~(the ~~party.~~"Exchange ~~The~~Agreements") ~~convertible~~with ~~promissory~~Michael ~~note~~Hill ~~was immediately convertible into~~ (the Company's ~~common~~chief ~~stock~~executive atofficer aand ~~15%~~director) ~~discount~~and toAaron Gravitz (the ~~lowest~~Company's ~~traded~~director). ~~price~~Under ~~for~~each ~~the~~Exchange ~~five~~Agreement, ~~days prior to~~ the ~~conversion~~Company ~~date.~~issued Asto aeach ~~result~~ of ~~the~~Mr. ~~fact~~Hill ~~that~~and ~~the~~Mr. ~~number~~Gravitz of100,000 shares ~~the~~of ~~promissory~~Series ~~note~~B isPreferred ~~convertible~~Stock ~~into~~in isexchange ~~indeterminable~~for $100,000 ~~the~~in ~~Company~~unpaid ~~determined~~compensation. aIn ~~derivative~~connection ~~liability~~with ~~was~~the ~~embedded~~Exchange ~~within~~Agreements, the ~~promissory note. The~~ Company ~~measured~~relied on the ~~derivative~~exemptions ~~liability~~from ~~using~~registration ~~the~~provided ~~input~~by ~~attributes~~Section ~~disclosed~~3(a)(9) ~~below~~ and ~~recorded~~ 4(a)(2) ~~derivative~~under ~~liability~~the ofSecurities ~~$66,831~~Act as of ~~April 28~~1933, ~~2015.~~as Onamended ~~August 31, 2015,~~ (the ~~Company~~"Securities ~~re-measured the derivative liability using the input attributes below and determined the value to be $65,783~~Act").

	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		-			-

Series C Preferred Stock

~~Vendor~~Effective ~~Note~~December 29, 2014, the Company filed a Certificate of Designation of Series C Convertible Preferred Stock (the “Series C”) with the Secretary of State of Wyoming. Pursuant to the Series C, the Company designated 20,000 shares of its blank check preferred stock as Series C Preferred Stock. Each share of Series C 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 on the over-the-counter market during the 10 trading days immediately prior to the delivery to the Company of a conversion notice. The Series 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.

~~The~~On ~~Vendor~~April ~~Note~~24, ~~was executed on November 1~~2015, ~~2012~~the ~~and~~Company ~~was~~entered ~~immediately convertible~~ into ~~the~~an ~~Company's~~Exchange ~~common~~Agreement ~~stock~~with atLux apursuant ~~50% discount~~ to which the ~~lowest~~Company ~~bid~~issued ~~price~~10,000 asshares ~~quoted~~of onits ~~the~~Series ~~OTC~~C ~~Bulletin~~in ~~Board~~exchange for ~~the~~1,869 ~~five~~shares ~~days~~of ~~prior~~Company tocommon ~~the~~stock ~~conversion~~tendered ~~date.~~by AsLux ato ~~result of~~ the ~~fact~~Company ~~that~~for ~~the~~cancellation. ~~number~~The ofLux ~~shares~~common ~~the~~stock ~~Vendor Note~~ was ~~convertible~~originally ~~into~~issued ~~was~~to ~~indeterminable,~~Lux by the Company ~~determined~~on aMarch ~~derivative~~12, ~~liability was embedded within the Vendor Note~~2013. ~~The~~In ~~Company~~connection ~~measured~~with the ~~derivative~~transaction, ~~liability using~~ the ~~input~~Company ~~attributes disclosed below and~~ recorded a ~~derivative~~loss ~~liability~~on ofsettlement ~~$190,927 as~~ of ~~November~~ $1,499,850, ~~2012.~~which Asrepresented ~~a result of~~ the ~~valuation~~difference ofin the ~~derivative~~fair ~~liability~~market ~~being in excess of the~~ value of the ~~proceeds~~Series ofC ~~the~~issued ~~Vendor Note by $50,927, a deemed dividend~~ of $~~50,927 was recorded by the Company on November~~ 1~~, 2012~~.5 ~~The~~million ~~debt~~and ~~discount of $140,000 associated with~~ the ~~Vendor~~common ~~Note~~stock ~~was~~received ~~immediately expensed to interest expense – accretion as a result~~ of ~~the~~$150. ~~Vendor~~See Note ~~being~~4 ~~immediately~~for ~~convertible~~additional ~~and~~transaction ~~due~~with ~~on demand~~Lux. ~~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		-

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 in exchange for 19 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.

~~F-28~~See below and Note 10 for discussion related to additional issuances of Series C.

~~11.~~Common ~~Stockholders' Equity~~Stock

~~Series~~Each Ashare ~~Preferred~~of ~~Stock~~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.

~~100~~Effective ~~shares~~February of17, ~~preferred stock have been designated as Series A Preferred Stock~~2015, ~~none~~the ofCompany ~~which~~filed ~~are~~Articles ~~outstanding. Each share~~ of ~~Series~~Amendment ~~A Preferred Stock has voting rights equal~~ to the ~~voting~~Company’s ~~equivalent~~Articles of ~~the~~Incorporation ~~common~~with ~~stock~~the ~~into~~Secretary ~~which~~of itState isof ~~convertible~~Wyoming atto ~~the~~(i) ~~time~~increase of the ~~vote. All~~Company’s ~~outstanding~~authorized shares of ~~Series A Preferred Stock will automatically convert into~~ common stock onfrom ~~the~~1,000,000,000 ~~first~~to ~~business~~an ~~day~~unlimited ~~after~~number; ~~the~~and ~~closing~~(ii) ~~date~~allow offor ~~the~~shareholders ~~acquisition~~to take actions by the ~~Company~~written ofconsent ~~100%~~ of the ~~total~~holders ~~issued~~of ~~and~~ outstanding ~~capital~~shares ~~stock~~having ofnot ~~RadioLoyalty,~~less ~~Inc.,~~than athe ~~California~~minimum ~~corporation.~~number ~~The holders~~ of ~~the~~votes ~~Series~~that Awould ~~Preferred~~be ~~Stock~~required ~~are not entitled~~ to ~~dividends. The~~authorize ~~Series~~or Atake ~~Preferred Stock has no preferential rights to~~ the ~~Company's~~action ~~common~~at ~~stock~~a ~~and~~meeting ~~will~~at ~~share~~which inall ~~any~~shares ~~liquidation~~entitled ~~proceeds~~to ~~with~~vote on the ~~common~~action ~~stock~~were onpresent anand ~~as converted basis~~voted.

~~Series~~On BOctober ~~Preferred~~26, ~~Stock~~2015, the Company filed a 14C with the Securities and Exchange Commission indicating their intent to 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 Company received approval to these actions on December 6, 2016 and will reflect under the new ticker TSMI, after 20 days. The 1-for 800 reverse split has been retroactively reflected within these consolidated financial statements.

OnF-27 ~~October~~Table ~~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.Contents

OnDuring ~~October 31, 2013,~~ the ~~Company~~year ~~entered~~ended ~~into~~August ~~amendment~~31, 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 Agreement2015, the Company ~~issued~~authorized up to ~~each of Mr. Hill and Mr. Gravitz 100~~375,000 shares ofto ~~Series~~be Bissued ~~Preferred~~under ~~Stock~~the ~~in exchange for $100~~StreamTrack,~~000~~ in2015 ~~unpaid~~Incentive ~~compensation.~~Stock Plan.

During the years ended August 31, 2016 and 2015, 530 and 50 shares of Series C ~~Preferred~~with ~~Stock~~a value of $79,500 and $22,500 were converted into 993,750 and 281,250 shares of common stock, respectively.

~~Effective~~See ~~December~~Notes 295, ~~2014~~6, 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~~and ~~days~~12 ~~immediately~~for ~~prior~~discussion toregarding the ~~delivery~~issuance ~~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.~~

OnDetachable ~~April~~Stock 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.Warrants

On April 2427, 2015, the Company entered into an ~~Exchange~~Investment Agreement with ~~Mark~~RTV JMedia Corp. ~~Richardson~~ (~~"MJR"~~“RTV”) pursuant to which RTV initially invested $75,000 into the Company ~~issued~~in ~~500~~consideration ~~shares~~for $75,000 of ~~its~~worth ~~Series~~of Cwarrants ~~Preferred~~at ~~Stock~~an inexercise ~~exchange~~price ~~for~~of ~~15,140~~$0.08 ~~shares~~to ofpurchase ~~Company~~the common stock ~~tendered~~of bythe ~~MJR~~Company. Upon exercise, RTV has up to ~~the~~five ~~Company~~years ~~for~~to ~~cancellation~~exercise the warrants. ~~The~~ ~~MJR~~In ~~common~~addition, ~~stock~~RTV ~~was~~agreed ~~originally~~to ~~issued~~invest up to ~~MJR~~an byadditional $425,000 of capital into the Company onin ~~March~~consideration ~~13,~~for ~~2013.~~which Inadditional ~~connection~~warrants ~~with~~will ~~the~~be ~~transaction,~~granted ~~the~~upon investment. The Company ~~recorded~~has aaccounted ~~loss~~for onthe ~~settlement~~warrants ofas ~~$74,998,~~common ~~which~~stock ~~represented~~to ~~the~~be ~~difference~~issued inas ~~the~~there ~~fair~~are ~~market~~no ~~value~~provisions ofwithin the ~~Series~~agreement Cin ~~issued~~which ofwill ~~$75,000~~require ~~and~~ the ~~common~~Company ~~stock~~to ~~received~~return ofthe $2capital provided.

~~See~~On ~~below~~December ~~and~~3, ~~Note~~2015, 10the ~~for~~Company ~~discussion~~issued ~~related~~RTV Media Corp. (“RTV”) warrants in consideration of $12,500. The exercise price shall be equal to ~~additional~~the ~~issuances~~higher of ~~Series~~(i) C$0.001 ~~Preferred~~or ~~Stock~~(ii) 85% of the average closing price of the Company’s common stock as quoted on the public securities trading market for the ten (10) consecutive trading days immediately prior to the Holder’s exercise of this warrant.

FIn connection with the acquisition of RL on August 31, 2012, the Company assumed a total of 453 detachable stock warrants from RL (the “RL Warrants”). The RL Warrants have a three-29year term and are convertible into the Company’s common stock at an exercise price of $328.00 per share. The RL Warrants had been previously convertible into RL common stock at a price of $400.00 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 $328.00 upon the closing of the August 31, 2012 acquisition. The warrant expired without exercise on August 31, 2015.

~~Common~~12. Subsequent ~~Stock~~Events

~~Each~~See ~~share~~Note of10 ~~common~~for ~~stock~~amendment ~~has~~to the ~~right~~Lender toFinancing ~~one~~agreement ~~vote per share. The holders of common stock are also entitled to receive dividends as~~ and ~~when~~discussion ~~declared~~regarding by the ~~board~~satisfaction of ~~directors~~Creditor of#3 ~~the~~note ~~Company, whenever funds are legally available~~payable. ~~These rights are subordinate to the dividend rights of holders of all classes of stock outstanding at the time.~~

~~Effective~~See ~~February~~Note ~~17,~~11 ~~2015,~~for ~~the~~discussion ~~Company~~regarding ~~filed~~amendment ~~Articles of Amendment~~ to the ~~Company's~~articles ~~Articles~~ of ~~Incorporation~~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~~reverse atstock ~~which all shares entitled to vote on the action were present and voted~~split.

~~During~~On ~~the~~January ~~year~~20, ~~ended~~2017, ~~August~~a 31lawsuit was filed against StreamTrack Media, ~~2015~~Inc. by Prodedge, ~~the~~LLC ~~Company~~for ~~authorized~~$80,500 upplus toattorney ~~300~~fees ~~million~~for ~~shares~~breach toof becontract, ~~issued~~covenant ~~under~~of good faith and fair dealing. The Company is reviewing the ~~StreamTrack,~~case ~~2015~~and ~~Incentive~~plans ~~Stock~~to ~~Plan~~respond accordingly.

~~During~~In ~~the~~accordance ~~year~~with ~~ended~~ASC 855-10, we have analyzed our operations subsequent to August 31, ~~2015~~2016 to the date these consolidated financial statements were issued, ~~150~~and ~~shares~~have ofdetermined ~~Series~~that Cwe ~~Preferred~~do ~~Stock~~not ~~with~~have aany ~~value~~material ofsubsequent ~~$22,500~~events ~~were~~to ~~converted~~disclose ~~into~~in ~~225~~these consolidated financial statements,~~000,000~~ ~~shares~~other ofthan ~~common~~those ~~stock.~~disclosed above.

~~During~~F-28 ~~the~~Table ~~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. Contents

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.

F-30

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

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 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.

F-31

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

~~None~~Not applicable.

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~~2016, 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. Based on the foregoing, our management determined that our disclosure controls and procedures were effective as of August 31, 2016.

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~~2016. 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~~2016, our internal control over financial reporting was effective based on those criteria. There have been no changes in internal control over financial reporting since August 31, 2016, that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

3130 Table of Contents

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of August 31, ~~2015~~2016 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~~Company’s ~~ended~~fiscal ~~August~~year ~~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.

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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~~2016:

Name	Age	Position
Michael Hill	3940	Chief Executive Officer, President, Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). and Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of StreamTrack Media, Inc.
Aaron Gravitz	3536	Director of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). and Chief Executive Officer of StreamTrack Media, Inc.

Michael Hill, age 3940, has been the Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of Total Sports Media, Inc. (formerly known as 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 Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). and has been supervising the financial management of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). since May 2012. · Industry experience – Mr. Hill has built numerous successful digital media businesses for the past 1112 years.

3332 Table of Contents

Aaron Gravitz. Mr. Gravitz, age 3536, 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 1112 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~~33 asTable 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.~~Contents

34Insofar 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~~Report of ~~Conduct~~the Audit Committee

WeOur Board of Directors does not ~~yet~~have ~~adopted~~an aaudit ~~Code~~committee. Accordingly, ofwe ~~Conduct~~have tonot ~~apply~~received toany ~~our~~reports ~~directors~~from an audit committee during the fiscal year ended August 31, ~~officers~~2016. Our ~~and~~full ~~employees~~Board of Directors is presently performing the functions of an audit committee until an audit committee is formed in the future.

~~Compliance~~Code ~~with Section 16(A)~~ of ~~Exchange Act~~Conduct

~~Section~~We ~~16(a)~~not ofyet ~~the~~adopted ~~Exchange~~a ~~Act~~Code ~~requires our officers and directors, and certain persons who own more than 10%~~ of aConduct ~~registered~~to ~~class~~apply ofto our ~~equity securities (collectively~~directors, ~~"Reporting~~officers ~~Persons"), to file reports of ownership~~ and ~~changes in ownership ("Section 16 Reports") with the Securities and Exchange Commission (the "SEC")~~employees. ~~Reporting Persons are required by the SEC to furnish the Company with copies of all Section 16 Reports they file.~~

~~Based~~Compliance ~~solely~~with ~~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~~(aA) ~~filing~~of ~~requirements~~Exchange ~~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.~~Act

35Section 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, 2016 have been complied with on a timely basis.

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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.

Table of Contents

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~~2016 was $100,000 or more.

Table of Contents

Summary Compensation Table

Name and Principal Position	~~FiscalYear~~Fiscal Year	Salary		Bonus		Restricted Stock Awards		All ~~OtherCompensation~~Other Compensation		Total
Michael Hill (1)	2015	$	117,336		-0-	$	-0-		-0-	$	117,336
Chairman, Chief Executive Officer, President, ChiefFinancial Officer, and Corporate Secretary ofStreamTrack, Inc. and Chairman, Chief Financial Officer,and Corporate Secretary of STMI	2014	$	240,000		-0-	$	-0-		-0-	$	240,000
Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of Total Sports Media, Inc. (formerly known as 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
Director of Total Sports Media, Inc. (formerly known as 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 Total Sports Media, Inc. (formerly known as StreamTrack, Inc.) 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~~September ~~2014~~2015 to August ~~2015~~2016. As of August 31, ~~2015~~2016, total amounts included within related party payables on the accompanying balance sheet for the officer's services during the ~~2015~~2016 fiscal year was approximately $50,000.

(2) Mr. Gravtiz has been a director of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.) 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~~September 2015 to August ~~2015~~2016. As of August 31, ~~2015~~2016, total amounts included within related party payables on the accompanying balance sheet for the officer's services during the ~~2015~~2016 fiscal year were $~~108~~50,000.

Employment Agreements

We have not entered into ~~employment~~consulting agreements with our executive officers.

~~Outstanding~~37 ~~Equity~~Table ~~Awards~~of ~~at Fiscal Year-End~~Contents

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 Total Sports Media, Inc. (formerly known as StreamTrack, Inc.).

Director Compensation

None of our directors received any compensation for their respective services rendered to us as directors during the ~~year~~years ended August 31, 2016 and 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 Total Sports Media, Inc. (formerly known as StreamTrack, Inc.) at ~~November~~August 3031, ~~2015~~2016. 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~~August 3031, ~~2015~~2016 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 35,~~559~~237,~~818,555~~569 outstanding shares of common stock. Except as otherwise listed below, the address of each person is c/o Total Sports Media, Inc. (formerly known as StreamTrack, Inc.)., ~~347~~5662 ~~Chapala~~Calle ~~Street~~Real #231, ~~Santa Barbara~~Goleta, ~~California~~CA ~~93101~~93117. 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 (1)		Percentage Ownership
Michael Hill
Chairman, Chief Executive Officer, President, ChiefFinancial Officer, and Corporate Secretary ofStreamTrack, Inc. and Chairman, Chief Financial Officer, andCorporate Secretary of STMI (1)		766,332,598		21.6	%
Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). and Chairman, Chief Financial Officer, and Corporate Secretary of STMI		957,915		18.3	%
Aaron Gravitz
Director of StreamTrack, Inc. and Chief Executive Officer of STMI (1)		556,180,583		15.6	%
Director of Total Sports Media, Inc. (formerly known as StreamTrack, Inc.). and Chief Executive Officer of STMI		695,225		13.3	%
All current Executive Officers as a Group (2 persons)		1,322,513,181		37.2	%
All current Executive Officers as a Group		1,653,140		31.6	%

________________

~~(1)~~* ~~Michael~~Indicates ~~Hill~~beneficial ~~and~~ownership ~~Aaron Gravitz each own 100,000 shares~~ of ~~Series~~less Bthan 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.~~

38 Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Financing

The related party payable as of August 31, ~~2015~~2016 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~~39 ~~Independence~~Table of Contents

~~None~~ITEM of14. PRINCIPAL ~~our~~ACCOUNTANT ~~directors~~FEES isAND ~~independent as defined under the Nasdaq Marketplace Rules.~~SERVICES

~~ITEM~~The ~~14.~~aggregate ~~PRINCIPAL~~fees ~~ACCOUNTANT~~billed ~~FEES~~for ~~AND~~the ~~SERVICES~~most recently completed fiscal year ended August 31, 2016 and for fiscal year ended August 31, 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

~~The~~Audit 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: Fees

~~Audit~~An ~~Fees~~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, 2016, and review of the interim financial statements included in quarterly reports on Form 10-Q for the periods ended November 30, 2015, February 29, 2016, and May 31, 2016.

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.

AnAudit ~~aggregate~~Related 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.Fees

~~Audit~~Our ~~Related~~auditors ~~Fees~~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, 2016 and 2015.

~~Our~~Tax 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.Fees

~~Tax~~Our ~~Fees~~auditors billed us $0 for tax preparation services during the fiscal years ended August 31, 2016 and 2015.

~~Our~~All ~~auditors~~Other ~~billed us $0 for tax preparation services during the fiscal years ended August 31, 2015 and 2014.~~Fees

~~All~~The ~~Other~~aggregate ~~Fees~~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, 2016 and 2015.

~~The~~40 ~~aggregate~~Table ~~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.Contents

39PART IV

~~PART~~ITEM IV15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~(a) Exhibits

(a) Exhibits

Exhibit		Description

21.1		List of Subsidiaries

31.1		Section 302 Certification of Principal Executive Officer

31.2		Section 302 Certification of Principal Financial/Accounting Officer

32.1		Section 906 Certification of Principal Executive Officer

32.2		Section 906 Certification of Principal Financial/Accounting Officer

Exhibit Description

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

21.1		List of SubsidiariesStreamTrack 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.

(13) Incorporated by reference ~~from~~to the ~~exhibits~~Report ~~included~~on ~~with our~~ Form S8-1K ~~Registration Statement~~ filed with the Securities and Exchange Commission, ~~SEC~~on ~~file~~September ~~0001442376-09-000021~~7, ~~and our Form S-8 Registration Statement filed with the Securities and Exchange Commission SEC file 333-177311~~2012. ~~Such exhibits are incorporated herein by reference pursuant to Rule 12b-32.~~

** XBRL (2Extensible Business Reporting Language) ~~Incorporated~~information byis ~~reference~~furnished toand not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the ~~Report~~Securities onAct ~~Form~~of ~~8-K~~1933, as amended, is deemed not filed ~~with~~for purposes of Section 18 of the Securities ~~and~~ Exchange ~~Commission~~Act onof ~~May~~1934, 23as amended, ~~2012~~and otherwise is not subject to liability under these sections.

~~(3)~~41 ~~Incorporated~~Table byof ~~reference to the Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2012.~~Contents

40SIGNATURES

~~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.

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.

	TOTAL SPORTS MEDIA, INC. (FORMERLY KNOWN AS STREAMTRACK, INC.).

Dated: March 7, 2017	By:	/s/ Michael Hill
		Michael Hill,
		Chief Executive Officer, President,
		Chief Financial Officer, and Corporate Secretary
		(Principal Executive Officer and Principal Financial/Accounting Officer)

	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: March 7, 2017		Dated: March 7, 2017

/s/ Michael Hill		/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)

	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)

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