Debt Instruments | 3 Months Ended |
Nov. 30, 2014 |
Notes to Financial Statements | |
Note 8 - Debt Instruments | Asset-Based Debt Financing |
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On April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the “Lender Financing”) with a third party (the “Lender”). The Lender Financing consists of a $250,000 line of credit, subsequently increased to $520,000, secured by all of the Company’s assets. The Company’s management also executed limited recourse guarantees with the Lender. Interest is payable monthly based on a floating interest rate determined based on a formula outlined in detail within the financing agreement. The Company anticipates the effective monthly interest rate charged on the outstanding balance owed to the third party will be between 2.6% and 1.1%. The Lender Financing was due and payable in full on September 30, 2013. |
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On September 15, 2014, the Company executed an extension to this agreement whereby the maturity date has been extended to December 31, 2015. The Lender financing is currently capped at $520,000 which begins decreasing to $500,000 on December 31, 2014; $450,000 on March 31, 2015; $400,000 on June 30, 2015 and $300,000 by September 30, 2015. |
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Convertible Notes Payable |
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The Company relied on various financings from a lender since 2010 (the “Creditor”). Each note issued by the Creditor (the “Creditor Notes”) bears interest per annum at a rate of 8%, has a default interest rate of 22% and is generally payable within six months from the issuance date. In April 2014, the Creditor entered into an exchange agreement with another lender whereby they transferred their interest in the Creditor Notes to another lender. See below for additional information. |
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Vendor Convertible Note |
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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 as quoted on the OTC Markets for the five days prior to the conversion date. The table below details the transactions with the Vendor during the three months ended November 30, 2014. |
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Vendor Note, principal balance as of August 31, 2014 | | $ | 35,300 | |
Conversion of Vendor Note to common stock (69,750,000) common shares issued) | | | (16,050 | ) |
Vendor Note, principal balance, November 30, 2014 | | $ | 19,250 | |
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As a result of the fact that the number of shares the Vendor Note was convertible into was indeterminable, the Company determined a derivative liability was embedded within the Vendor Note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $190,927 as of November 1, 2012. As a result of the valuation of the derivative liability being in excess of the value of the proceeds of the Vendor Note by $50,927, 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. |
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As of May 31, 2014, the conversion price of the Vendor Note is based upon a 50% discount to lowest five days bid prices of the Company’s common stock over the five-day period prior to conversion. As a result, the lower the stock price at the time the Vendor converts the Vendor Note, the more common shares the Vendor will receive. To the extent the Vendor converts the Vendor Note and then sells its common stock, the common stock may decrease due to the additional shares in the market. This could allow the Vendor to receive greater amounts of common stock upon conversion. The sale of each share of common stock further depresses the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Vendor would be issued upon conversion. The table below details the number of shares of the Company’s common stock the Vendor would be issued, if the Vendor elected to convert the Vendor Note to common shares on each reporting date. The shares issuable upon conversion of the Vendor Note may result in substantial dilution to the interests of the Company’s other shareholders. |
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Creditor #2 Convertible Promissory Notes |
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In April 2014, the Creditor entered into an exchange agreement with another lender (the “Creditor #2”), whereby the Creditor transferred the Creditor's notes and accrued interest to Creditor #2. In April, the Company entered into i) a note agreement for $284,560 representing amounts transferred from the Creditor; ii) two $125,000 notes in which the proceeds were received on the same date (collectively referred to as the “Creditor #2 Notes”) with Creditor #2. The Creditor #2 Notes bears interest per annum at 10.0%, payable six months after the issuance date and is 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 three months ended November 30, 2014. |
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Creditor #2 Notes, principal balance as of August 31, 2014 | | $ | 464,449 | |
Conversion of Creditor #2 Notes to common stock (82,848,210 common shares issued) | | | (25,892 | ) |
Creditor #2 Notes, principal balance as of November 30, 2014 | | $ | 438,557 | |
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To the extent the Creditor #2 converts the Creditor #2 Notes and then sells its common stock, the market price of the common stock may decrease due to the additional shares in the market. This could allow the Creditor #2 to receive greater amounts of common stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Creditor #2 would be issued upon conversion. The shares issuable upon conversion of the Creditor #2 Notes may result in substantial dilution to the interests of the Company’s other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit. |
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During the three months ended November 30, 2014, the Company amortized the remaining discount of $62,500 to interest expense. The discount was the result of a derivative liability recorded in connection with the Creditor #2 Notes in fiscal 2014. |
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Convertible Promissory Notes |
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As of November 30, 2014, the Company has 18 convertible promissory notes issued between December 2011 and November 2014. The convertible promissory notes bear interest at ether 4% or 8% per annum and are due in full, including principal and interest, three years from the issuance date ranging from December 2014 to September 2017. The convertible promissory notes also include a conversion option whereby the holders may elect at any time to convert any portion or the entire balance into the Company’s common stock at conversion prices ranging from $0.0001 to $1.25. The table below details the transactions associated with the convertible promissory notes during the three months ended November 30, 2014. |
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Convertible Promissory Notes, principal balance as of August 31, 2014 | | $ | 745,134 | |
Proceeds received from additional Convertible Promissory Notes - Related Party | | | 152,000 | |
Conversion of accrued salaries and advances to Convertible Promissory Notes - Related Party | | | 626,864 | |
Proceeds received from additional Convertible Promissory Notes | | | 50,000 | |
Payments on Convertible Promissory Notes - Related Party | | | (25,284 | ) |
Convertible Promissory Notes, principal balance as of November 30, 2014 | | $ | 1,548,714 | |
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Of the convertible promissory notes outstanding, $410,134 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, 2014, $175,000 of these notes were included within the current portion of convertible promissory notes on the accompanying balance sheet as the note was due within one year of the balance sheet. |
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For some of the convertible promissory notes, the conversion feature associated with the convertible promissory notes provide for a rate of conversion that is below market value. This conversion feature is accounted for as a beneficial conversion feature. A beneficial conversion feature was recorded and classified as a debt discount on the balance sheet at the time of issuance of each convertible promissory note with a corresponding credit to additional paid-in capital. |
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In addition, six of the convertible promissory notes received warrants to purchase shares of the Company's common stock. The valuation of the stock warrants and the beneficial conversion feature associated with the issuance of convertible promissory notes utilized valuation inputs and related figures provided by a professional and independent valuation firm. The Company allocated the a portion of the proceeds received from the convertible promissory notes to the warrants using the relative fair value resulting in a debt discount to each convertible promissory note. |
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The discounts are amortized over the term of the convertible promissory note using the straight line method. The amortized value for each period is recorded as an offset against the debt discount on the balance sheet, classified as interest expense - accretion in the statement of operations and as accretion of debt discount within the statement of cash flows. During the three months ended November 30, 2014, the Company recorded a beneficial conversion feature of $828,864 in connection with the issuance of $828,864 in convertible notes. Of the $828,864, $89,500 related to proceeds received from the Company's Chief Executive Officer, $62,500 in proceeds from the Chief Executive Officer of StreamTrack Media, Inc., $50,000 in proceeds from a third party, $316,758 in salary and advances due to our Chief Executive Officer converted to a convertible note payable and $310,106 in salary and advances due to StreamTrack Media, Inc.'s Chief Executive Officer converted to a convertible note payable. During the three months ended November 30, 2014 and 2013, $122,569 and $9,612 of the discounts were amortized to interest expense, respectively. As of November 30, 2014, $800,398 discounts remained which will be expensed in fiscal 2015 through 2017. |