U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2016

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

~~STREAMTRACK~~TOTAL SPORTS MEDIA, INC. (Exact name of registrant as specified in its charter)

Wyoming		26-2589503
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~347~~5662 ~~Chapala~~Calle ~~Street~~Real #231

~~Santa Barbara~~Goleta, California ~~93101~~93117

(Address of principal executive offices)

(805) ~~308~~500-~~9151~~6260

(Registrant'’s telephone number, including area code)

~~____________________________________________________________~~___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "“large accelerated filer,""” “accelerated filer,"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

AtOn ~~July~~November 129, ~~2016,~~2017 ~~there~~the ~~were~~registrant 4had 9,~~190~~004,~~265,983~~564 shares of the Company'’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements (unaudited)		3
Item 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operation		1613
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		2217
Item 4.	Controls and Procedures		2217
PART II
Item 1.	Legal Proceedings		2318
Item 1A.	Risk Factors		2318
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2318
Item 3.	Defaults Upon Senior Securities		2318
Item 4.	Mine Safety Disclosures		2318
Item 5.	Other Information		2318
Item 6.	Exhibits		2419

PART I

Item 1. ~~Financial~~FINANCIAL ~~Statements (unaudited)~~STATEMENTS

~~StreamTrack~~Total Sports Media, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

	As ofMay 31,2016			As ofAugust 31,2015
	As ofNovember 30,2016			As ofAugust 31,2016
Assets:
Current assets
Cash	$	135,~~867~~339		$	76,~~909~~461
Accounts receivable, net of allowances of $6,000 and $6,000, respectively		9243,~~987~~846			~~114~~64,~~253~~499
Prepaid expenses		~~2,995~~577			~~2,196~~931
Total current assets		~~109~~49,~~849~~762			~~124~~71,~~358~~891
Property and equipment, net		~~403~~219,~~856~~469			~~660~~362,~~973~~244
Other assets
Other assets		~~34,722~~-			5627,~~613~~033
Total other assets		~~34,722~~-			5627,~~613~~033
Total assets	$	~~548~~269,~~427~~231		$	~~841~~461,~~944~~168
Liabilities and Stockholders' Deficit
Current liabilities
Account payable and accrued expenses	$	1,~~153~~391,~~259~~916		$	1,~~147~~255,~~249~~239
Line of credit		~~933~~1,~~926~~063,142			~~610~~955,~~950~~320
Derivative liabilities embedded within convertible notes payable		460,789			898,856
Capital lease payable - in default		54,704			54,704
Related party payables		~~228~~296,~~120~~600			~~159~~281,~~660~~291
Convertible notes payable, net of discount of $39,004 and $19,794, respectively		921,519			739,798
Convertible notes payable, net of discount of $28,501 and $56,151, respectively		935,897			954,372
Related party convertible notes payable, net of discount of $161,451 and $0, respectively		777,013			197,850
Related party convertible notes payable, net of discount of $605 and $67,687, respectively		1,103,359			961,277
Total current liabilities		4,529,330			3,809,067
Derivative liabilities embedded within convertible notes payable		1,088,002			561,374
Total current liabilities		5,933,620			5,023,577
Long term liabilities
Convertible notes payable, net of discount of $46,869 and $155,249, respectively		28,131			115,907
Convertible notes payable		25,000			75,000
Related party convertible notes payable, net of discount of $0 and $442,744, respectively		215,500			428,370
Related party convertible notes payable		-			75,000
Total long term liabilities		~~243~~25,~~631~~000			~~544~~150,~~277~~000
Total liabilities		45,~~772~~958,~~961~~620			45,~~353~~173,~~344~~577
Series C preferred stock; $0.0001 par value; 20,000 shares authorized; 11,270 and 11,800 shares issued and outstanding as of May 31, 2016 and August 31, 2015		1,690,500			1,770,000
Series C preferred stock; $0.0001 par value; 20,000 shares authorized; 11,270 shares issued and outstanding as of November 30, 2016 and August 31, 2016		1,690,500			1,690,500
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 May 31, 2016 and August 31, 2015		-			-
Series A preferred stock; $0.0001 par value; 100 shares authorized; 0 shares issued and outstanding as of November 30, 2016 and August 31, 2016		-			-
Series B preferred stock; $0.0001 par value; 200,000 shares authorized; 200,000 shares issued and outstanding as of May 31, 2016 and August 31, 2015		20			20
Series B preferred stock; $0.0001 par value; 200,000 shares authorized; 200,000 shares issued and outstanding as of November 30, 2016 and August 31, 2016		20			20
Common stock, $0.0001 par value; Unlimited shares authorized at May 31, 2016 and August 31, 2015; 4,198,519,796 shares issued and outstanding at May 31, 2016; 3,403,519,796 shares issued and outstanding as of August 31, 2015		419,852			340,352
Common stock, $0.0001 par value; Unlimited shares authorized at November 30, 2016 and August 31, 2016; 5,248,150 shares issued and outstanding at November 30, 2016 and August 31, 2016		525			525
Additional paid-in capital		3,~~341~~761,~~837~~164			3,~~341~~761,~~837~~164
Common stock to be issued		87,500			7587,~~000~~500
Accumulated deficit		(911,~~764~~229,~~243~~098	)		(910,~~038~~252,~~609~~118	)
Total stockholders' deficit		(57,~~915~~379,~~034~~889	)		(56,~~281~~402,~~400~~909	)
Total liabilities and stockholders' deficit	$	~~548~~269,~~427~~231		$	~~841~~461,~~944~~168

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

Table of Contents

~~StreamTrack~~Total Sports Media, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended May 31, 2016			For the Three Months Ended May 31, 2015			For the Nine Months Ended May31, 2016			For the Nine Months Ended May31, 2015
	For the Three Months Ended November 30,2016			For the Three Months Ended November 30,2015
Revenues:
Advertising	$	~~120~~57,~~041~~283		$	~~203~~174,~~189~~025		$	~~455,372~~		$	~~721,583~~
Services		-			8,250			~~16,838~~			~~27,500~~
Total revenues		~~120~~57,~~041~~283			~~211~~182,~~439~~275			~~472,210~~			~~749,083~~
Costs of revenues:
Media network		7349,~~008~~054			8970,~~008~~266			~~230,561~~			~~280,591~~
Depreciation and amortization		-			-			-			77,986
Colocation services		-			6,136
Colocation services		6,847			39,669			20,547			116,337
Broadcaster commissions		7,581			11,530
Broadcaster commissions		12,289			22,667			39,851			89,602
Other costs		122			274
Other costs		99			(191	)		1,224			3,191
Total costs of revenues		56,757			88,206
Total costs of revenues		92,243			151,153			292,183			567,707
Gross profit		526			94,069
Gross profit		27,798			60,286			180,027			181,376
Operating expenses:
Operating expenses:
Product development		6,000			72
Product development		-			3,445			210			17,694
Officer compensation		25,000			25,000
Officer compensation		25,000			7,825			75,000			66,324
Sales and marketing		308			5,748
Sales and marketing		6,177			11,771			18,975			88,749
Other expenses		207,304			281,495
Other expenses		270,193			241,786			805,857			680,295
Total operating expenses		238,612			312,315
Total operating expenses		301,370			264,827			900,042			853,062
Loss from operations		(238,086	)		(218,246	)
Loss from operations		(273,572	)		(204,541	)		(720,015	)		(671,686	)
Other income (expense):
Other income (expense):
Other income (expense)		940			-
Other income (expense)		-			(444	)		-			(57,126	)
Interest expense (including accretion of debt discount of $94,732 and $123,489, respectively)		(242,379	)		(219,508	)
Interest expense (including accretion of debt discount of $123,487, $308,135, $370,463 and $639,895, respectively)		(195,864	)		(409,812	)		(619,678	)		(905,117	)
Gain on debt extinguishment		150,387			-
Gain on sale of co-location and domain		-			-			175,992			-
Loss on disposal of assets		(69,011	)		-
Loss on extinguishment		-			(35,025	)		-			(101,562	)
Change in fair value of derivatives		(578,831	)		3,882
Loss on settlements		-			(1,574,848	)		-			(1,574,848	)
Total other income (expense)		(738,894	)		(215,626	)
Change in fair value of derivatives		65,990			47,757			438,067			321,961
Loss before provision for income taxes		(976,980	)		(433,872	)
Total other income (expense)		(129,874	)		(1,972,372	)		(5,619	)		(2,316,692	)
Provision for income taxes		-			-
Loss before provision for income taxes		(403,446	)		(2,176,913	)		(725,634	)		(2,988,378	)
Net loss	$	(976,980	)	$	(433,872	)
Provision for income taxes		-			-			-
Basic and diluted net loss per common share attributable to common stockholders	$	(0.19	)	$	(0.10	)
Net loss	$	(403,446	)	$	(2,176,913	)	$	(725,634	)	$	(2,988,378	)
Weighted-average number of shares used in computing basic and diluted per share amounts		5,248,150			4,281,900
Basic net income (loss) per common share attributable to common stockholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted net income (loss) per common share attributable to common stockholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted-average number of shares used in computing basic per share amounts		4,198,519,796			2,049,228,223			4,109,920,895			1,035,812,512
Weighted-average number of shares used in computing dilutive per share amounts		4,198,519,796			2,049,228,223			4,109,920,895			1,035,812,512

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

Table of Contents

~~StreamTrack~~Total Sports Media, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Nine Months Ended May31, 2016			For the Nine Months Ended May31, 2015
	For the Three Months Ended November 30,2016			For the Three Months Ended November 30,2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~725~~976,~~634~~980	)	$	(2433,~~988,378~~872	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~288~~73,~~916~~764			~~267~~77,~~871~~801
Re-measurement of derivative liabilities		~~(438~~578,~~067~~831	)		(~~321~~3,~~961~~882	)
Accretion of debt discount		~~370~~94,~~463~~732			~~639~~123,~~895~~490
Stock issued for services and finance fees		-			10,134
Impairment of patents		27,033			-
Amortization of finance fees		-			12,844
Loss on disposal of assets		69,011			-
Gain on sale of co-location and domain		(175,992	)		-
Gain on extinguishment of debt and accrued interest		(150,387	)		-
Loss on Settlements					1,574,848
Loss on extinguishment of debt		-			101,562
Changes in operating assets and liabilities:
Accounts receivable		2120,~~266~~653			~~155~~(7,~~157~~687	)
Prepaid expenses		~~(799~~354	)		~~10,558~~354
Other current assets		-			(7,378	)
Accounts payable and accrued expenses		163,736			(63,996	)
Accounts payable and accrued expenses		10,785			248,775
Related party accrued liabilities		15,309			100,392
Related party accrued liabilities		68,460			125,460
Net cash used in operating activities		(83,944	)		(207,400	)
Net cash used in operating activities		(580,602	)		(170,613	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase or development of property and equipment		~~(21,039~~-	)		(~~357~~18,~~967~~417	)
Proceeds from sale of co-location and domain		179,980			-
Net cash used in investing activities		-			(18,417	)
Other assets		7,143			(5,500	)
Net cash provided by (used in) investing activities		166,084			(363,467	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible promissory notes		-			181,459
Payments on convertible notes		(25,000	)		-
Payments on related party notes payable		-			(89,284	)
Proceeds from line of credit		107,822			217,908
Note receivable		-			(7,875	)
Net cash provided by financing activities		82,822			217,908
Proceeds from line of credit		322,976			36,129
Change in cash and cash equivalents		(1,122	)		(7,909	)
Payments on capital lease		-			(9,000	)
Cash and cash equivalents, beginning of period		6,461			7,909
Proceeds from issuance of convertible promissory notes - related parties		85,000			261,750
Cash and cash equivalents, end of period	$	5,339		$	-
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		420,476			507,490
Change in cash and cash equivalents		5,958			(26,590	)
Cash and cash equivalents, beginning of period		7,909			26,590
Cash and cash equivalents, end of period	$	13,867		$	-
Supplemental disclosures of cash flow information:
Cash paid for interest	$	~~5,728~~-		$	-5,728
Cash paid for income taxes	$	-		$	-
Non cash investing and financing activities:
Issuance of common stock for conversion of debt and accrued interest	$	-		$	304,778
Conversion of Series C preferred stock in common stock	$	-		$	16,500
Conversion of Series C preferred stock in common stock	$	79,500		$	-
Increase in line of credit for facility fee	$	-		$	2,500
Beneficial conversion feature recorded on convertible debt	$	-		$	938,614
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 condensed consolidated financial statements.

Table of Contents

~~StreamTrack~~Total Sports Media, Inc.

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~November 30, 2016

~~1. Nature of Business~~(unaudited)

~~StreamTrack, Inc~~1. ~~(the~~Nature "Company") is a digital media and technology services company. The Company provides audio and video streaming and advertising services through its RadioLoyaltyTM Platform (the "Platform") to over 5,000 internet and terrestrial radio stations and other broadcast content providers. The Platform consists of a web-based and mobile player that manages streaming audio and video content, social media engagement, display and video ad serving within the web player and is also capable of replacing audio ads with video ads within the web player in a live or on-demand environment. The Company offers the Platform directly to its broadcasters and integrates or white labels its technologies with web-based internet radio guides and other web-based content providers. The Company is also continuing development of Amped Fantasy and SportsAlert™, a fantasy sports product. The Company was incorporated as a Wyoming corporation on May 6, 2008.Business

~~Basis~~Total Sports Media, Inc. (the “Company”) is a digital media and technology services company. The Company provides audio and video streaming and advertising services through its RadioLoyaltyTM Platform (the “Platform”) to over 5,000 internet and terrestrial radio stations and other broadcast content providers. The Platform consists of ~~Presentation~~a web-based and mobile player that manages streaming audio and video content, social media engagement, display and video ad serving within the web player and is also capable of replacing audio ads with video ads within the web player in a live or on-demand environment. The Company offers the Platform directly to its broadcasters and integrates or white labels its technologies with web-based internet radio guides and other web-based content providers. The Company is also continuing development of SportsAlert™, a product subscriber based alert product. The Company was incorporated as a Wyoming corporation on May 6, 2008.

~~The~~Basis ~~accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K for year ended August 31, 2015. In the opinion of management, all adjustments necessary in order for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ended August 31, 2016. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, StreamTrack Media, Inc. and RadioLoyalty, Inc., California corporations. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company's management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company's financial position for the periods presented.Presentation

~~Going~~The ~~Concern~~accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for year ended August 31, 2016. In the opinion of management, all adjustments necessary in order for the consolidated financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ended August 31, 2017. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, StreamTrack Media, Inc. and RadioLoyalty, Inc., California corporations. Radio Loyalty, Inc. is in the process of being dissolved with operations being transferred to StreamTrack Media, Inc.. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented.

~~The~~Going Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the nine months ended May 31, 2016, the Company recorded an operating loss of $720,015 and a net loss of $725,634. As of May 31, 2016, the Company had a working capital deficit of $3,958,692, which excluding the derivative liability was $460,789. The net loss and negative working capital indicate substantial doubt about the entity's ability to continue as a going concern.Concern

~~Management~~The isCompany’s ~~confident~~financial ~~but~~statements ~~cannot~~are ~~guarantee~~prepared ~~that~~using ~~the~~accounting ~~Company~~principles ~~will~~generally beaccepted ~~able to raise additional capital~~ in ~~order~~the toUnited ~~repay~~States ~~debts and continue operations. As~~ of ~~August~~America ~~31,~~applicable ~~2015, during fiscal 2016, the Company is obligated~~ to ~~make payments on certain operating leases, convertible debts, and~~ a ~~capital~~going ~~lease~~concern, ~~among~~which ~~others.~~contemplates ~~The~~the ~~Company's~~realization ~~normal~~of ~~operating~~assets ~~costs are also significant~~ and ~~include~~liquidation ~~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~~liabilities ~~financial~~in ~~statements,~~ the ~~Company~~normal ~~has~~course ~~successfully raised a significant amount~~ of ~~capital through debt and equity offerings~~business. ~~The~~For ~~Company anticipates launching several new product offerings and initiating certain new significant partnerships during~~ the ~~fiscal~~three ~~year~~months ~~ending~~ended ~~August~~November 3130, 2016., ~~The~~the Company ~~anticipates~~recorded ~~those products and partnerships to be profitable but notes that it will require~~ an ~~unknown~~operating ~~amount~~loss of ~~capital~~$238,086 ~~for product development~~ and ~~commercial~~a ~~deployment.~~net ~~The~~loss ~~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~~$976,980. ~~Management~~As ~~may~~of ~~potentially~~November ~~make a business decision to move forward~~30, ~~delay~~2016, ~~or cancel certain partnerships because of~~ the Company's ~~overall~~had ~~capital needs. Nonetheless, the ability of the Company to continue as~~ a ~~going~~working ~~concern~~capital isdeficit ~~dependent on the successful execution~~ of ~~the~~$5,883,858, ~~business~~which ~~plan~~excluding ~~and become profitable. If~~ the ~~Company~~derivative isliability ~~unable~~was ~~to become profitable and sustain positive cash flow from operations~~$4, ~~the Company could be forced to modify its business operations or possibly cease operations entirely~~795,856. ~~Management cannot provide any assurances that the Company will be successful in its operations.~~ The ~~accompanying~~net ~~financial~~loss ~~statements~~and donegative ~~not~~working ~~include~~capital ~~any~~indicate ~~adjustments~~substantial ~~that~~doubt ~~might~~about ~~be necessary if~~ the ~~Company~~entity’s isability ~~unable~~ to continue as a going concern.

~~Use~~Management is confident but cannot guarantee that the Company will be able to raise additional capital in order to repay debts and continue operations. As of ~~Estimates~~August 31, 2016, and during fiscal 2017, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital lease, among others. 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 partnerships during the fiscal year ending August 31, 2018. 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.

~~The~~Use ~~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.

6The ~~Table~~preparation of ~~Contents~~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.

~~Net~~6 ~~Loss~~Table ~~Per~~of ~~Share~~Contents

~~Basic~~Net ~~net~~Loss ~~loss~~Per ~~per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.~~Share

~~Diluted~~Basic net loss per share is computed by ~~giving~~dividing ~~effect~~the tonet ~~all~~loss ~~potential~~by ~~shares~~the ofweighted-average ~~common~~number ~~stock,~~of ~~including~~shares ~~convertible~~of ~~debt~~common ~~instruments, preferred~~ stock, ~~restricted~~outstanding ~~stock~~during ~~unit~~the ~~grants and detachable stock warrants~~period. ~~Basic~~As ~~and~~of ~~diluted~~November ~~net~~30, ~~loss~~2016, ~~per~~there ~~share~~were ~~was the same for the nine months ended May 31~~11,207,173,094 ~~2016~~potentially ~~and~~dilutive ~~2015~~shares ~~presented~~of ascommon ~~the~~stock ~~inclusion~~that ofwere ~~all~~excluded ~~potential~~because ~~common~~their ~~shares~~effect ~~outstanding~~ would ~~have~~be ~~been~~ anti-dilutive.

~~Recent~~Diluted ~~Accounting~~net ~~Pronouncements~~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 as basic for the three months ended November 30, 2016 and 2015 presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

InRecent ~~May 2014, the FASB issued~~ Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers", which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard but does not expect it to have a material impact on our financial position, results of operations or cash flows.Pronouncements

InThe ~~August~~Financial ~~2014,~~Accounting ~~the~~Standards ~~FASB~~Board issued ~~ASU~~Accounting ~~2014-15,~~Standard ~~which~~Updates ~~provides~~(“ASUs”) ~~guidance on determining when and how~~ to ~~disclose~~amend ~~going-concern uncertainties in~~ the ~~financial~~authoritative ~~statements.~~literature ~~The~~in ~~new~~Accounting ~~standard~~Standards ~~requires~~Codification ~~management~~(“ASC”). toThere ~~perform~~have ~~interim~~been ~~and~~a ~~annual~~number ~~assessments~~ of anASUs ~~entity's ability~~ to ~~continue~~date asthat aamend ~~going~~the ~~concern~~original ~~within~~text ~~one year~~ of ~~the~~ASC. ~~date~~The ~~the~~Company ~~financial~~believes ~~statements~~those ~~are~~ issued.2 Anto ~~entity~~date ~~must~~either (i) provide ~~certain~~supplemental ~~disclosures~~guidance, if(ii) ~~"conditions~~are ortechnical ~~events~~corrections, ~~raise~~(iii) ~~substantial~~are ~~doubt~~not ~~about~~applicable ~~the entity's ability~~ to ~~continue~~the asCompany aor ~~going~~(iv) ~~concern."~~are ~~The~~not ~~ASU~~expected ~~applies~~ to ~~all~~have ~~entities~~a ~~and~~significant isimpact ~~effective~~on ~~for~~the ~~annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted~~Company.

~~The Financial Accounting Standards Board issues Accounting Standard Updates ("ASUs") to amend the authoritative literature in Accounting Standards Codification ("ASC")~~2. ~~There~~Composition ~~have been a number~~ of ~~ASUs~~Certain toFinancial ~~date~~Statement that amend the original text of ASC. The Company believes 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 on the Company.Captions

~~2. Composition~~Property ofand ~~Certain Financial Statement Captions~~Equipment

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

Property and equipment consisted of the following:

	November 30, 2016			August 31, 2016

Software	$	1,673,497		$	1,804,257
Servers, computers, and other related equipment		153,824			153,824
Leasehold improvements		1,675			1,675
		1,828,996			1,959,756
Less accumulated depreciation and amortization		(1,609,527	)		(1,597,512	)
Property and equipment, net	$	219,469		$	362,244

	May 31,2016			August 31,2015
Software	$	1,807,019		$	1,775,220
Servers, computers, and other related equipment		153,824			198,924
Leasehold improvements		1,675			1,675
		1,962,518			1,975,819
Less accumulated depreciation and amortization		(1,558,662	)		(1,314,846	)
Property and equipment, net	$	403,856		$	660,973

Depreciation expense totaled $73,764 and $77,801 for the three months ended November 30, 2016 and 2015, respectively. During the three months ended November 30, 2016, the Company discontinued the development of their Amped Fantasy products. In connection with this, the Company recorded an impairment loss on disposal of assets of $69,011.

~~Depreciation~~Accounts ~~expense~~Payable ~~totaled $288,916~~ and ~~$267,871~~Accrued ~~for the nine months ended May 31, 2016 and 2015, respectively. There have been no write-offs or impairments of property and equipment since the Company's inception on November 30, 2011.~~Expenses

7Accounts ~~Table~~payable and accrued expenses consisted of ~~Contents~~the following:

Accounts Payable and Accrued Expenses

	November 30, 2016		August 31, 2016

Accounts payable	$	845,778	$	814,707
Accrued interest		394,971		87,661
Accrued broadcaster commissions		88,981		301,883
Credit card		62,186		50,989
Accounts payable and accrued expenses	$	1,391,916	$	1,255,239

~~Accounts~~3. ~~payable~~Fair ~~and accrued expenses consisted of the following:~~Value

	May 31,2016		August 31,2015
Accounts payable	$	751,578	$	751,129
Accrued interest		269,817		184,007
Accrued broadcaster commissions		94,862		92,304
Credit card		37,002		120,049
Accounts payable and accrued expenses	$	1,153,259	$	1,147,489

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:

~~3. Fair~~Level ~~Value~~1– Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

~~Fair~~Level ~~value~~2 is– anInputs ~~exit~~(other ~~price,~~than ~~representing~~quoted ~~the~~prices ~~amount~~included ~~that~~in ~~would~~Level be1) ~~received~~are ~~from~~either ~~the~~directly ~~sale~~or ofindirectly anobservable for the asset or ~~paid to transfer a~~ liability inthrough ancorrelation ~~orderly~~with ~~transaction between~~ market ~~participants.~~data Asat ~~such,~~the ~~fair value is a market-based~~ measurement ~~that~~date ~~should~~and befor ~~determined~~the ~~based~~duration onof ~~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~~instrument’s ~~fair~~anticipated ~~value hierarchy:~~life.

~~Level~~7 1–Table ~~Inputs~~of ~~are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.~~Contents

Level 23 – Inputs ~~(other~~lack ~~than~~observable ~~quoted~~market ~~prices~~data ~~included~~to incorroborate ~~Level~~management’s 1)estimate ~~are~~of ~~either~~what ~~directly~~market orparticipants ~~indirectly~~would ~~observable~~use ~~for~~in pricing the asset or liability ~~through~~at ~~correlation~~the ~~with~~measurement ~~market~~date. ~~data~~Consideration atis given to the ~~measurement~~risk ~~date~~inherent ~~and~~in ~~for~~the valuation technique and the ~~duration~~risk ofinherent in the ~~instrument's~~inputs ~~anticipated~~to ~~life~~the model.

~~Level~~When 3determining –fair ~~Inputs~~value, ~~lack~~whenever possible the Company uses observable market data, toand ~~corroborate~~relies on unobservable inputs only when observable market data is not available. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management's ~~estimate~~as of ~~what~~November ~~market~~30, ~~participants~~2016 ~~would~~and ~~use~~August in31, ~~pricing~~2016. ~~the~~The ~~asset~~respective orcarrying ~~liability~~value atof ~~the~~certain ~~measurement~~on-balance-sheet ~~date~~financial instruments approximated their fair values. ~~Consideration~~These isfinancial ~~given~~instruments toinclude ~~the~~cash, ~~risk~~accounts ~~inherent~~receivable, inprepaids, ~~the~~accounts ~~valuation~~payable, ~~technique~~accrued liabilities, notes payable, and ~~the~~convertible ~~risk~~notes ~~inherent~~payable. inFair ~~the~~values ~~inputs~~for these items were assumed to ~~the~~approximate ~~model~~carrying values because of their short term in nature or they are payable on demand.

~~When~~The ~~determining~~ fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~May~~these ~~31,~~financial ~~2016~~assets and August 31, 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~~was ~~payable,~~determined ~~and~~using ~~convertible~~the ~~notes~~following ~~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.~~inputs:

The fair value of these financial assets and liabilities was determined using the following inputs:

	Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Fair values as of November 30, 2016
Liabilities:
Derivative liabilities	$	-	$	1,088,002		-	$	1,088,002

Total liabilities measured at fair value	$	-	$	1,088,002		-	$	1,088,002

Fair values as of August 31, 2016
Liabilities:
Derivative liabilities		-	$	561,374		-	$	561,374

Total liabilities measured at fair value	$	-	$	561,374		-	$	561,374

	Fair Value Measurement Using
	Quoted Prices inActive Marketsfor IdenticalInstruments(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		Total
Fair values as of May 31, 2016
Liabilities:
Derivative liabilities	$	-	$	460,789		-	$	460,789
Total liabilities measured at fair value	$	-	$	460,789		-	$	460,789
Fair values as of August 31, 2015
Liabilities:
Derivative liabilities		-	$	898,856		-	$	898,856
Total liabilities measured at fair value	$	-	$	898,856		-	$	898,856

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.

~~The Company's derivative liabilities were classified as Level 2 within the fair value hierarchy because they were valued using significant other observable inputs~~4. AtAsset ~~each~~Acquisition ~~reporting~~/ ~~period,~~Disposition 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.

8Asset ~~Table of Contents~~Disposition

4.On February 19, 2016, the Company, entered into and closed an Asset ~~Acquisition~~Purchase /Agreement ~~Disposition~~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 statement of operations.

~~Asset~~On ~~Acquisitions~~February 2, 2016, 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.

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 products5. ~~The~~Commitments 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~~Contingencies on the accompanying consolidated balance sheets. 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 estimated to be 36 months.

~~Asset~~On ~~Disposition~~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 to ASC, 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 February 19, 2016, the Company, entered into and closed an Asset Purchase Agreement with Electric Lightwave, LLC~~ (~~"Electric Lightwave"~~a), aIn ~~wholly~~one ~~owned~~or ~~subsidiary~~more oftranches ~~Integra~~as ~~Telecom Holdings~~necessary, ~~Inc. pursuant to which~~4,675 ~~Electric~~shares ~~Lightwave~~of ~~purchased~~common ~~from~~stock (the ~~Company~~“Initial ~~certain~~Issuance”) ~~assets related to the Company's data center located in Santa Barbara, including equipment~~ and ~~inventory,~~an ~~for~~additional a250 ~~purchase~~shares ~~price~~ of ~~$150,000.~~common Asstock ofas ~~the date of the sale all the assets were fully depreciated. In connection with the transaction, the Company recorded~~ a ~~gain~~settlement ~~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 statement of operations~~fee.

5.8 ~~Commitments~~Table ~~and~~of ~~Contingencies~~Contents

~~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"~~b) inThrough the ~~matter~~Initial ofIssuance ~~ASC~~and ~~Recap~~any ~~LLC~~required ~~("ASC")~~additional ~~v. StreamTrack~~issuances, ~~Inc.~~that ~~Under~~number ~~the~~of ~~Stipulation,~~shares ~~the Company agreed to issue, as settlement~~ of ~~liabilities~~common ~~owed~~stock bywith ~~the~~an ~~Company to ASC in the~~ aggregate ~~amount~~value ofequal ~~$766,288~~to (~~the "Claim Amount"~~A), ~~shares of common stock (~~the ~~"Settlement~~sum ~~Shares") as follows:~~of

(ai) Inthe ~~one~~Claim orAmount ~~more~~and ~~tranches~~(ii) asreasonable ~~necessary,~~attorney 3fees and trade execution fees in the amount of $75,~~740,~~000, ~~shares~~divided by (B) the Purchase Price (defined under the Stipulation as the market price) (defined as the lowest closing bid price of the Company’s common stock (during the ~~"Initial~~valuation ~~Issuance"~~period set forth in the Stipulation) less the product of the Discount (equal to 25%) and anthe ~~additional~~market ~~200,000~~price. ~~shares~~The parties reasonably estimated that the fair market value of ~~common~~the ~~stock~~Settlement asShares aand ~~settlement~~all ~~fee~~other amounts to be received by ASC is equal to approximately $1,100,000.

(bc) ~~Through~~If ~~the~~at ~~Initial Issuance and~~ any ~~required~~time ~~additional~~during ~~issuances, that number of shares of common stock with an aggregate value equal to (A)~~ the ~~sum~~valuation ~~of (i)~~period the Claim Amount and (ii) reasonable attorney fees and trade execution fees in the amount of $75,000, divided by (B) the Purchase Price (defined under the Stipulation as the market price (defined as the lowest closing bid price of the Company'’s common stock ~~during~~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.

InThere ~~connection~~were ~~with~~no shares issued to ASC during the ~~Settlement~~three ~~Shares~~months ended November 30, 2016 and 2015. The remaining amount on the settlement of liabilities owed by the Company ~~relied~~to onASC is in the ~~exemption~~aggregate amount of $151,290 as of November 30, 2016 and 2015. The Company cannot reasonably estimate the amount of proceeds ASC expects to receive from ~~registration~~the ~~provided~~sale byof ~~Section~~these ~~3(a)(10)~~shares ~~under~~which will be used to satisfy the ~~Securities~~liabilities. ~~Act~~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 which are held by ASC at each reporting period are accounted for as issued but not outstanding, of which there are none as of period end.

InLegal connection with the settlement, during the nine months ended May 31, 2015 the Company issued 336,993,000 shares of common stock to ASC in which gross proceeds of $231,725 were generated from the sale of the common shares. In connection with the transaction, ASC received fees of $59,311 and provided payments of $172,414 to settle outstanding vendor payables. There were no shares issued to ASC during the nine months ended May 31, 2016. The remaining amount on the settlement of liabilities owed by the Company to ASC is in the aggregate amount of $151,290 as of May 31, 2016. The Company cannot reasonably estimate the amount of proceeds ASC expects to receive from the sale of these shares which will 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 which are held by ASC at each reporting period are accounted for as issued but not outstanding.Proceedings

~~Legal~~The ~~Proceedings~~Company is potentially subject to various legal proceedings and claims arising in the ordinary course of its business. There are no pending legal proceedings against the Company as of the date of these financial statements. See Note 11 for a subsequent event related to a legal proceeding.

~~The Company is potentially subject to various legal proceedings and claims arising in the ordinary course of its business~~6. ~~There~~Capital ~~are no pending legal proceedings against the Company as of the date of these financial statements.~~Lease

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 ~~Table~~per month, with a final payment of ~~Contents~~$9,704 on March 1, 2014, in order to satisfy this balance. As of November 30, 2016 and August 31, 2016, 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 sheets.

67. ~~Capital~~ ~~Lease~~Related Party Transactions

OnThe ~~March~~related 22party payable as of November 30, ~~2013~~2016 and August 31, ~~the~~2016 ~~Company~~consists ~~reached~~of aunpaid ~~settlement~~compensation, cash advances and ~~release~~charges ~~agreement~~on ~~with~~personal ~~IBM~~credit ~~Credit,~~lines ~~LLC,~~made ~~("IBM")~~on behalf of the ~~lessor~~Company ~~associated~~by ~~with~~the Executives. The balances owed to the ~~Company's~~Executives ~~computer~~are ~~servers~~not secured and ~~software~~are ~~classified~~due ~~under~~on ~~capital lease~~demand. The ~~balance~~Company ~~owed~~is required to ~~IBM~~pay asthe ofinterest ~~March~~charges ~~22,~~on ~~2013~~personal ~~was~~credit ~~agreed~~cards. toInterest will be ~~$108,704~~charged on these credit line balances based upon effective credit card rates. ~~The~~During ~~Company~~the period from December 1, 2014 to May 31, 2015, the Executives agreed to ~~make~~a ~~payments~~temporary ofreduction in their annual salary from $9240,000 to $50,000 per ~~month~~annum. As of June 1, ~~with~~2015 athe ~~final~~effective ~~payment~~rate of pay should be $9240,~~704~~000 onper ~~March~~year 1,but ~~2014,~~subsequently inthe ~~order~~executives toverbally ~~satisfy~~agreed ~~this~~to ~~balance.~~continue Asthe ofmoratorium until May 31, ~~2016~~2017. ~~and~~Subsequent ~~August~~to May 31, ~~2015~~2017, the ~~Company~~annual ~~was~~salary indue ~~default~~to ofthe ~~this~~executives ~~agreement~~was ~~and~~reinstated to the ~~amount~~$240,000 ~~outstanding~~per annum. As of ~~$54~~November 30,~~704~~ is2016 ~~reflected~~and asAugust a31, ~~current~~2016, ~~liability~~amounts ondue ~~the~~to ~~accompanying~~these ~~consolidated~~Executive ~~balance~~related ~~sheets~~to accrued compensation and advances were $296,600 and $281,291, respectively.

~~7. Related~~See ~~Party~~Notes ~~Transactions~~8 and 10 for additional related party transactions.

~~The~~9 ~~Company~~Table ~~has only been operating since November 30, 2011. As a result, the Company has an extremely limited credit history. The Company's Chief Executive Officer, and the Chief Executive Officer~~ of StreamTrack Media, Inc. (the "Executives") use their personal credit cards to fund operations on a frequent basis. If the Company did not have access to these credit cards, the Company would have to rely exclusively on external sources of capital. The Company's external sources of capital are not always readily available. As a result, in time-constrained circumstances, the use of personal credit cards is necessary until such time as the Company is able to build up its own credit-worthiness and access more readily available and significant credit.Contents

The related party payable as of May 31, 2016 and August 31, 2015 consists of unpaid compensation and non-interest bearing cash advances and charges on personal credit lines made on behalf of the Company by the Executives. The balances owed to the Executives are not secured and are due on demand. Interest will be charged on these balances based upon effective credit card rates. During the nine months ended May 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 8 ~~for additional information~~. InDebt 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 December 1, 2015. As of May 31, 2016 and August 31, 2015, amounts due to these Executive related to accrued compensation and advances were $227,668 and $159,660, respectively.Instruments

~~See~~Line ~~Notes~~of ~~8 and 10 for additional related party transactions.~~Credit

8On April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the “Lender Financing”) with a third party (the “Lender”). ~~Debt~~ ~~Instruments~~The Lender Financing for a line of credit, 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 approximately 9.75%.

~~Asset-Based~~On ~~Debt~~January 22, 2016, the Company executed an addendum to the Lender Financing agreement whereby the maturity date has been extended to December 15, 2016 with interest calculated at Prime plus 15.25% per annum. In the event the facility is below $750,000 prior to March 15, 2016 the interest rate shall be Prime plus 12.5%; below $500,000 prior to June 15, 2016 the interest rate shall be Prime plus 10%.

On ~~April~~September 116, ~~2013~~2016, the Company executed aan ~~non-dilutive~~addendum ~~asset-based~~to ~~debt~~this ~~financing~~agreement (whereby the ~~"Lender~~maturity ~~Financing")~~date ~~with~~has abeen ~~third~~extended ~~party~~to ~~(the~~November ~~"Lender")~~16, 2017. The ~~Lender Financing for a~~ line of credit, ~~secured~~was ~~by all of the Company's assets. The Company's management~~ also ~~executed~~increased 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~~ $1,055,000.~~1%.~~

On ~~January~~June 221, ~~2016~~2017, the Company executed an addendum to ~~the~~this ~~Lender Financing~~ agreement whereby the maturity date has been extended to ~~December~~May 15, ~~2016~~2018 with interest calculated at Prime plus 156.25% ~~per annum~~. InThe ~~the~~line ~~event~~of ~~the~~credit ~~facility~~was isalso ~~below~~increased ~~$750,000 prior~~ to ~~March 15, 2016 the interest rate shall be Prime plus 12.5%; below~~ $~~500~~1,~~000 prior to June 15~~123, ~~2016 the interest rate shall be Prime plus 10%.~~642

~~Vendor~~Creditor #2 Convertible ~~Note~~Promissory Notes

OnIn ~~November~~April 12014, ~~2012~~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 2014, the Company ~~issued~~entered ainto ~~convertible~~i) a note agreement for $~~140~~284,~~000~~560 (representing amounts transferred from the ~~"Vendor~~Creditor; ~~Note"~~ii) totwo a$125,000 ~~former~~notes ~~Vendor~~in which the proceeds were received on the same date (~~"Vendor"~~collectively referred to as the “Creditor #2 Notes”) with Creditor #2. The ~~Vendor~~Creditor ~~Note~~#2 ~~was~~Notes ~~executed~~bear oninterest ~~November~~per 1annum at 10.0%, ~~2012~~payable ~~and~~six ~~was~~months ~~immediately~~after the issuance date and are convertible ~~into~~on the ~~Company's~~date ~~common~~of ~~stock~~issuance atbased upon based upon a 5045% discount to ~~the~~ lowest ~~bid~~trading price, for the ~~five~~15 trading days prior to conversion. As a result, the ~~conversion~~lower ~~date~~the stock price at the time the Creditor #2 converts the Creditor #2 Notes, the more common shares the Creditor #2 will receive. AsThere were no conversions during the three months ended November 30, 2016 and 2015. The remaining principal balance was $391,242 as of November 30, 2016 and August 31, ~~2015~~2016. The convertible notes were due October 2014, however, as of the ~~note~~date of this filing there have been no demands or notifications of default received from the holder. Based upon the agreements, at the time of default the Company was ~~fully~~potentially ~~converted~~liable for $90,000 in additional penalties. During the three months ended November 30, 2016, the Company recorded $90,000 in penalties as accrued interest and interest expense. The impact of the penalty wasn’t significant to previously issued financial statements as well as the current period being reported on. The penalty doesn’t incur interest and isn’t convertible into shares of the Company’s common stock.

To the extent the Creditor #2 ~~Convertible~~converts ~~Promissory~~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.

~~In April 2014, the~~ Creditor ~~entered into an exchange agreement with another lender (the "Creditor~~ #~~2")~~3 ~~whereby~~Convertible ~~the~~Promissory Creditor transferred the Creditor's notes and accrued interest to Creditor #2. In April, the Company entered into i) a note agreement for $284,560 representing amounts transferred from the Creditor; ii) two $125,000 notes in which the proceeds were received on the same date (collectively referred to as the "Creditor #2 Notes") with Creditor #2. The Creditor #2 Notes bear interest per annum at 10.0%, payable six months after the issuance date and are convertible on the date of issuance based upon based upon a 45% discount to lowest trading price, for the 15 trading days prior to conversion. As a result, the lower the stock price at the time the Creditor #2 converts the Creditor #2 Notes, the more common shares the Creditor #2 will receive. There were no conversions during the nine months ended May 31, 2016 and thus the remaining principal balance was $391,242 as of May 31, 2016 and August 31, 2015.Note

In December 2014, a convertible promissory note holder (“Holder”) entered into an exchange agreement with another lender (the “Creditor #3”) whereby the Holder transferred the Holder’s notes and accrued interest to Creditor #3. In December 2014, the Company entered into i) a note agreement for $150,000 representing the principal amount transferred from the Holder. The Creditor #3 Note bears interest per annum at 10.0%, ~~Table~~due on August 22, 2015 and is convertible on the date of ~~Contents~~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. There were no conversions during the three months ended November 30, 2016 and 2015. In September 2016, the Creditor #3 note and accrued interest was satisfied by the Company for $25,000. The Company recorded a gain on extinguishment of $150,387 during the three months ended November 30, 2016. The gain consisted of forgiven principal and accrued interest of $98,184 and removal of the derivative liability of $52,203. The remaining principal balance was $93,350 as of August 31, 2016.

ToConvertible ~~the~~Promissory ~~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.

~~During~~As ~~the~~of ~~nine~~November ~~months~~30, ~~ended~~2016 ~~February~~and 28August 31, ~~2015~~2016, in addition to the notes owing to Creditors #2 and #3 (above) the Company ~~amortized~~has outstanding 35 convertible promissory notes respectively issued between December 2011 and November 2016. The convertible promissory notes bear interest at either 4% or 8% per year and are due in full, including principal and interest, two-three years from the issuance date ranging from August 2014 to February 2018. The convertible promissory notes also include a ~~discount~~conversion ofoption 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 $~~62,500~~0.0001 to ~~interest~~$0.50. ~~expense~~There were no transactions in which impacted these 35 convertible notes payable during the three months ended November 30, 2016, other than the accrual of interest. As of November 30, 2016 and August 31, ~~2015~~2016, the ~~discount~~balance of convertible notes payable was ~~fully~~$1,704,895 ~~amortized~~and $1,704,895, respectively.

~~Creditor~~10 #3Table ~~Convertible~~of ~~Promissory Note~~Contents

InAs ~~December~~of ~~2014~~November 30, a2016 ~~convertible~~and ~~promissory~~August ~~note~~31, ~~holder~~2016, ~~("Holder")~~26 ~~entered~~of ~~into an exchange agreement with another lender (~~the ~~"Creditor~~above-mentioned ~~#3")~~35 ~~whereby~~convertible ~~the~~promissory ~~Holder transferred the Holder's~~ notes ~~and~~with ~~accrued~~outstanding ~~interest~~balances tototaling ~~Creditor #3. In December 2014~~$1,103,964 ~~the~~and ~~Company entered into i) a note agreement for~~ $~~150~~1,~~000~~103,964 ~~representing~~respectively, ~~the~~are ~~principal~~held ~~amount~~by ~~transferred~~related ~~from the Holder~~parties. ~~The~~As ~~Creditor~~of #3November ~~Note~~30, ~~bears interest per annum at 10.0%~~2016, ~~due~~amounts onincluded ~~August~~within ~~22,~~accounts ~~2015~~payable and isaccrued ~~convertible~~interest ondue ~~the date of issuance based upon based upon a 25% discount~~ to ~~lowest~~related ~~trading~~parties ~~price,~~ for ~~the~~accrued 5interest ~~trading~~on ~~days~~these ~~prior~~convertible topromissory ~~conversion.~~notes Aswas ~~a result~~$105, ~~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~~477. ~~There~~These ~~were~~related noparties ~~conversions~~consist ~~during~~of the ~~nine~~Company’s ~~months ended May 31~~officers, ~~2016~~a ~~and thus the remaining principal balance was $93~~Director,~~350~~ assignificant ofshareholders ~~May~~or ~~31,~~entities ~~2016~~controlled ~~and~~by ~~August~~these ~~31, 2015~~individuals.

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 4.99% 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 4~~capital.~~99% limit while never holding more than the limit.~~

~~Upon~~The ~~issuance,~~discounts are amortized over the ~~Company~~term of the convertible promissory note using the straight line method. The amortized value for each period is recorded aas ~~discount~~an ofoffset ~~$150,000~~against ~~due~~the todebt discount on the ~~derivative~~balance ~~liability~~sheet, classified as ~~discussed~~interest ~~below~~expense. inDuring ~~Note~~the 9,three ~~having~~months aended ~~fair~~November ~~market~~30, ~~value~~2016 inand ~~excess~~2015, $94,732 and $123,490 of the ~~principal~~discounts ~~amount~~were ofamortized ~~the~~to ~~convertible~~interest ~~note~~expense, respectively. As of ~~August~~November 3130, ~~2015~~2016, ~~the~~$29,106, ~~discount~~$28,501 ~~was~~of ~~fully~~which ~~amortized.~~is on non-related party notes discounts remained which will be expensed in fiscal 2017 through 2018.

~~Convertible~~9. ~~Promissory Notes~~Derivatives

AsIn ofconnection ~~May~~with 31convertible notes payable, ~~2016~~the ~~and~~Company ~~August~~records ~~31,~~derivative ~~2015,~~liabilities for the ~~Company~~conversion ~~has~~feature. ~~outstanding~~The 38derivative ~~and~~liabilities 33are ~~convertible~~valued ~~promissory~~on ~~notes~~the ~~respectively~~date ~~issued~~the ~~between~~convertible ~~December~~note ~~2011~~payable become convertible and ~~September~~revalued ~~2015~~at each reporting period. ~~The~~During ~~convertible~~the ~~promissory~~three ~~notes~~months ~~bear~~ended ~~interest~~November at30, ~~either~~2016 4%and or2015, 8%the ~~per~~Company ~~year~~didn’t ~~and~~record ~~are~~any ~~due~~additional inderivative ~~full~~liabilities as no new convertible notes were issued. On November 30, ~~including~~2016, ~~principal~~the ~~and~~derivative ~~interest~~liabilities were revalued at $1,088,002 ~~two-three~~resulting ~~years~~in ~~from~~a loss of $578,831 related to the ~~issuance~~change ~~date~~in ~~ranging~~fair ~~from~~market ~~August~~value ~~2014~~of tothe ~~February~~derivative ~~2018~~liabilities. The ~~convertible~~derivative ~~promissory~~liabilities ~~notes~~were ~~also~~revalued ~~include~~using athe ~~conversion~~Black-Scholes option ~~whereby~~pricing ~~the~~model ~~holders~~with ~~may~~the ~~elect~~following atassumptions: ~~any~~exercise ~~time~~prices toranging ~~convert~~from ~~any~~of ~~portion~~$0.044 orto $0.072, the ~~entire~~closing ~~balance~~stock ~~into~~price of the Company'’s common stock aton ~~conversion~~the ~~prices~~date of valuation $0.08, an expected dividend yield of 0%, expected volatility of 579%, risk-free interest rates ranging from $0.~~0001~~49% to $10.2562%, and an expected term of 0.5 ~~There~~years. On November 30, 2015, the derivative liabilities were norevalued ~~transactions~~at $894,974 resulting in ~~which~~a ~~impacted~~gain of $3,882 related to the ~~convertible~~change ~~notes~~in ~~payable~~fair ~~during~~market value of the ~~nine~~derivative ~~months~~liabilities. ~~ended~~The ~~May~~derivative ~~31,~~liabilities ~~2016,~~were ~~other~~revalued ~~than~~using the ~~accrual~~Black-Scholes ofoption ~~interest.~~pricing Asmodel ofwith ~~May~~the ~~31,~~following ~~2016~~assumptions: ~~and~~exercise ~~August~~prices ~~31,~~ranging ~~2015~~from of $0.048 to $0.072, the ~~balance~~closing stock price of ~~convertible~~the ~~notes~~Company’s ~~payable~~common ~~was~~stock on the date of valuation $10.08,~~702~~ an expected dividend yield of 0%,~~120~~ ~~and~~expected $1volatility of 360%,~~615~~ risk-free interest rates ranging from 0.27% to 0.75%,~~120~~ ~~respectively~~and an expected term ranging from 0.5 to 1.42 years.

~~As of May 31, 2016 and August 31, 2015, convertible promissory notes outstanding of $1,153,964 and $1,068,964 respectively, are held by related parties~~10. ~~These~~Stockholders’ related parties consist of the Company's officers, former officers, significant shareholders or entities controlled by these individuals. As of May 31, 2016 and August 31, 2015, $938,464 and $197,850, respectively, 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.Equity

~~For~~Series 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~~Preferred 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.Stock

InEach ~~addition,~~share ~~six~~ of ~~the~~Series ~~convertible~~A ~~promissory~~Preferred ~~note~~Stock ~~purchasers~~has ~~were~~voting ~~issued~~rights ~~warrants~~equal to ~~purchase~~the ~~shares~~voting equivalent of the ~~Company's~~ common stock. ~~The~~into ~~valuation~~which ofit ~~the~~is ~~stock~~convertible ~~warrants~~at ~~and~~ the ~~beneficial~~time ~~conversion~~of ~~feature~~the ~~associated~~vote. ~~with~~The holders of the ~~issuance~~Series ofA ~~convertible~~Preferred ~~promissory~~Stock ~~notes~~are ~~utilized~~not ~~valuation~~entitled ~~inputs~~to ~~and~~dividends. ~~related~~The ~~figures~~Series ~~provided~~A byPreferred aStock ~~professional~~has ~~and~~no ~~independent~~preferential ~~valuation~~rights ~~firm.~~to ~~The~~the Company’s ~~allocated~~common astock ~~portion~~and ofwill ~~the~~share ~~proceeds~~in ~~received~~any ~~from~~liquidation proceeds with the ~~convertible~~common ~~promissory~~stock ~~notes~~on toan ~~the~~as ~~warrants~~converted ~~using~~basis. ~~the~~No ~~relative~~shares ~~fair~~of ~~value~~Series ~~resulting~~A inPreferred aStock ~~debt~~are ~~discount~~outstanding toas ~~each~~of ~~convertible~~November ~~promissory~~30, ~~note~~2016.

~~The~~Series ~~discounts~~B ~~are~~Preferred 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. During the nine months ended May 31, 2016 and 2015, $370,463 and $427,390 of the discounts were amortized to interest expense, respectively. As of May 31, 2016, $247,324 discounts remained which will be expensed in fiscal 2016 through 2018.Stock

~~Future~~On ~~Maturities~~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 in other words, 51% of the voting interest for the entire Series B. 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.

As11 ofTable ~~August 31, 2015, future maturities~~ of notes payable is as follows for the years ending August 31; $957,442 current; $1,067,270 2017; and $75,000 2018. Included within those amounts due to related parties are: $197,820 current and $871,114 for 2017.Contents

11Series ~~Table~~C ofPreferred ~~Contents~~Stock

9Effective 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. ~~Derivatives~~ 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.

~~Creditor~~Common ~~#2 Note~~Stock

~~The~~Each ~~Creditor~~share #2of ~~Notes were executed on April 15, 2014 and were immediately convertible into the Company's~~ common stock athas ~~a 45% discount to~~ the ~~lowest~~right ~~trading price for the 15 days prior~~ to ~~the~~one ~~conversion~~vote ~~date.~~per ~~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~~share. The ~~Company~~holders ~~measured the derivative liability using the input attributes disclosed below and recorded a derivative liability~~ of ~~$3,158,190~~common asstock ofare ~~April~~also ~~15,~~entitled ~~2014 of which $1,219,891 was included within "change in fair value of derivatives" due~~ to areceive ~~portion~~dividends ofas ~~the~~and ~~derivative~~when ~~liability~~declared ~~being~~by ~~in excess of~~ the ~~$250,000~~board ~~in proceeds received and $1,481,723, which included offset~~ of ~~$206,576~~directors ~~from relief~~ of the ~~derivative~~Company, ~~liability~~whenever ~~related~~funds toare ~~the~~legally ~~Creditor Notes~~available, ~~within~~subject ~~"Loss on extinguishment" due~~ to ~~extinguishment accounting on~~ the ~~Creditor~~rights ~~Note~~under ~~transferred~~any tooutstanding ~~Creditor~~preferred #2stock.

On ~~May~~October 3126, ~~2016~~2015, the Company ~~re-measured~~filed a 14C with the ~~derivative~~Securities ~~liability~~and ~~using~~Exchange Commission indicating their intent to amendment the ~~input~~Articles ~~attributes~~of ~~below~~Incorporation ~~and~~to: ~~determined~~(i) change the ~~value~~Company’s name from StreamTrack, Inc. to beTotal ~~$330~~Sports Media,~~777~~ Inc., (ii) effect a 1-for 800 reverse split of ~~which~~the ~~$275,921~~Company’s ~~was~~common ~~classified~~stock asand ~~income~~(iii) ~~within~~decrease ~~"change~~the inauthorized ~~fair~~number ~~value~~of shares of ~~derivatives"~~common ~~and~~stock ~~was~~from ~~recorded~~an ~~for~~unlimited ~~the~~number ~~nine~~to ~~months~~40,000,000. ~~ended~~The ~~May~~Company 31received approval to these actions on December 6, 2016 inand will reflect under the ~~statement~~new ofticker ~~operations~~TSMI, after 20 days. The 1-for 800 reverse split has been retroactively reflected within these consolidated financial statements.

	May 31,			August 31,
	2016			2015
Expected life (in years)		0.50			0.50
Balance of note outstanding	$	391,242		$	391,242
Stock price	$	0.0001		$	0.0001
Effective conversion price	$	0.00005		$	0.00005
Shares issuable upon conversion		7,113,490,909			7,113,490,909
Risk-free interest rate		0.49	%		0.50	%
Expected volatility		63.47	%		361.00	%
Expected dividend yield		-			-

Common Stock to be Issued

~~Creditor~~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. On December 3, ~~Note~~2015, the Company issued RTV additional warrants in consideration of $12,500. The warrants have an exercise price which is equal to the higher of (i) $0.001 or (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. RTV has up to five years to exercise the warrants. In addition, RTV agreed to invest up to an additional $412,500 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. As of November 30, 2016, if exercised, the Company has the obligation to issue 1,286,765 shares of common stock. Subsequent to November 30, 2016, the Company has received an additional $25,000.

~~The Creditor #3 Note was immediately convertible into the Company's common stock at a 25% discount to the lowest traded price for the five days prior to the conversion date~~11. AsSubsequent a result of the fact that the number of shares the Creditor #3 is convertible into is indeterminable, the Company determined a derivative liability was embedded within the Creditor #3. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $50,000 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. Events

On ~~May~~January 3120, ~~2016~~2017, ~~the~~a ~~Company~~lawsuit ~~re-measured~~was ~~the~~filed ~~derivative~~against ~~liability~~one ~~using~~of ~~the~~our ~~input~~subsidiaries ~~attributes~~StreamTrack ~~below~~Media, ~~and~~Inc. ~~determined~~by ~~the~~Prodedge, ~~value~~LLC tofor be $3880,~~709~~500 ofplus ~~which~~attorney ~~$64~~fees for breach of contract,~~100~~ ~~was~~covenant ~~classified~~of asgood ~~income~~faith ~~within~~and ~~"change~~fair dealing, which has been recorded in ~~fair~~accounts ~~value~~payable as of ~~derivatives"~~August 31, 2016 and ~~was~~November ~~recorded~~30, 2016. The settlement reached stipulated a payment schedule of $2,000 per month for ~~the~~twelve ~~nine~~months starting June 15, 2017 and $4,708 per month for twelve months ~~ended~~starting ~~May~~June 15, 2018. As of October 31, ~~2016~~2017, in$76,500 ~~the~~is ~~statement~~still ofowed ~~operations~~under the settlement.

	May 31,			August 31,
	2016			2015
Expected life (in years)		0.50			0.50
Balance of note outstanding	$	93,350		$	93,350
Stock price	$	0.0001		$	0.0001
Effective conversion price	$	0.000075		$	0.000075
Shares issuable upon conversion		1,244,666,667			1,244,666,667
Risk-free interest rate		0.49	%		0.50	%
Expected volatility		63.47	%		361.00	%
Expected dividend yield		-			-

On June 1, 2017, the Company executed an addendum to the Lender Financing agreement whereby the maturity date has been extended to May 15, 2018 with interest calculated at Prime plus 6.25%. The line of credit was also increased to $1,123,642.

12On ~~Table~~November 10, 2017, the Company entered into an agreement with a third party to sell a website in exchange for 10 million shares of ~~Contents~~restricted shares of the third party's common stock. The Company is still evaluating the accounting treatment.

~~Other~~See Notes ~~with~~7, ~~Adjustable~~8 ~~Conversion~~and ~~Features~~10 for additional subsequent events.

As 12 Table discussed in Note 8, 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~~Contents 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.

OnItem ~~May~~2. ~~31,~~MANAGEMENT’S ~~2016,~~DISCUSSION ~~the~~AND ~~Company~~ANALYSIS ~~re-measured~~OF ~~the~~FINANCIAL ~~derivative~~CONDITION ~~liability~~AND ~~using~~RESULTS ~~the~~OF input attributes below and determined the value to be $56,286 of which $67,281 was classified as income within "change in fair value of derivatives" and was recorded for the nine months ended May 31, 2016 in the statement of operations.OPERATIONS

	May 31,			August 31,
	2016			2015
Expected life (in years)		0.65			1.40
Balance of note outstanding	$	114,350		$	114,350
Stock price	$	0.0001		$	0.0001
Effective conversion price	$	0.00009		$	0.00009
Shares issuable upon conversion		1,270,555,556			1,270,555,556
Risk-free interest rate		0.62	%		0.50	%
Expected volatility		134.29	%		369.00	%
Expected dividend yield					-

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our Form 10-K for the fiscal year ended August 31, 2016 filed with the Securities and Exchange Commission March 7, 2017 and all subsequent filings.

As discussed in Note 8, 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. Overview

OnTotal ~~May~~Sports 31Media, ~~2016~~Inc. (“Total Sports Media,” or the “Company”) ~~re-measured~~is ~~the~~a ~~derivative~~digital ~~liability~~media ~~using~~and ~~the~~technology ~~input~~services ~~attributes~~company. ~~below~~The Company provides audio and ~~determined~~video streaming and advertising services through the ~~value~~RadioLoyaltyTM Platform (the “Platform”) to bea ~~$35,019~~global group of over 5,000 internet and terrestrial radio stations and other broadcast content providers. We are also developing Robot Fruit, which ~~$30~~is intended to be a powerful marketing tool that combines a mobile app creation platform,~~764~~ ~~was~~customer ~~classified~~loyalty asprogram, ~~income~~and ~~within~~content ~~"change~~management insystem ~~fair~~into ~~value~~an instant and measurable marketing engine for businesses. The Company is also continuing development of ~~derivatives"~~StreamTrak, designed to enable fans, artists, bands, music publishers and ~~was~~record ~~recorded~~labels ~~for~~to distribute, discover, create and share content. Through sportsalert.com the ~~nine~~Company ~~months~~owns ~~ended~~a ~~May~~subscriber 31based alert system for various sports with over 100,000 ~~2016~~registered inusers. ~~the~~Users ~~statement~~can ofchoose ~~operations~~whether they want score updates sent to their mobile phone or email, customizable by sport and events.

	May 31,			August 31,
	2016			2015
Expected life (in years)		.92			1.40
Balance of note 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		0.62	%		0.50	%
Expected volatility		134.29	%		369.00	%
Expected dividend yield		-			-

Our streaming business model is focused on the following core principles:

131. ~~Table~~We barter with audio content providers, namely internet and terrestrial radio stations, to obtain control and management of ~~Contents~~their desktop advertising opportunity (“Ad Inventory”). We also routinely purchase any Ad Inventory the content providers have not previously transferred to us by barter. 2. In exchange for the Ad Inventory, we pay for all internet and mobile streaming costs associated with the broadcaster’s content that is streamed through our platform. We barter in order to scale our business. The end result of the barter is that we aggregate Ad Inventory from broadcasters that management believes can reach substantial size while maintaining a primarily fixed cost structure for our hardware, content delivery, labor and other costs, respectively. 3. We re-broadcast original audio broadcast content through the Platform in a streaming media format in desktop and mobile environments. By re-broadcasting we ensure that we do not pay any royalties. Royalties are the responsibility of our broadcasters. This is a substantial advantage for us as many of our competitors pay royalties of up to 70% of revenues generated from licensed broadcast content. 4. We serve advertisements (“Ads”) within the Platform in audio, display and video formats in a desktop environment and display ads in a mobile environment using our RadioLoyaltyTM Apps. 5. Ads are served by our automated systems based on geography and demographics data, among others. 6. The primary technology that makes our Platform unique in the industry is that we are able to re-broadcast audio content with geographically targeted Ads that replace Ads served within an original broadcast targeting a listener in a certain geography. By having this capability we can also choose to replace audio Ads that do not generate as high of Ad revenues with video-based Ads that generate much higher Ad revenues. In effect, we make the broadcaster’s original broadcast capable of delivering Ads that are geographically targeted throughout a global broadcast marketplace while also utilizing video Ads and our proprietary video in-stream technology to increase advertising rates. 7. All of our primary technology that supports the Platform is automated and capable of operating in a live environment. Audio content is streamed, Ads are targeted and served, audio Ads are replaced as needed and video Ads replace audio Ads, as desired and when possible.

10Advertising revenue constitutes the majority of our total revenue, representing 100% of total revenue for the three months ended November 30, 2016. ~~Stockholders'~~ ~~Equity~~We anticipate this trend will continue and our revenues will be generated primarily from advertising. Our advertising revenue for the three months ended November 30, 2016 was almost entirely derived from advertising delivered on desktop devices.

~~Series~~We Adeliver ~~Preferred~~content ~~Stock~~on mobile devices through our RadioLoyaltyTM app but we do not currently generate significant mobile advertising revenues. Management believes that mobile advertising represents an opportunity for the Company in the coming years and on an ongoing basis. Management expects the mobile advertising market will grow at substantial rates in the coming years. However, many challenges exist in this market. We believe these challenges will be solved primarily with new technologies. We believe our current technologies and other technology under development will solve some of these challenges. By solving these challenges, we will be able to monetize the mobile listenership we are growing today.

~~Each~~In ~~share~~June of2015, ~~Series~~the ACompany ~~Preferred~~received ~~Stock~~an ~~has~~Office ~~voting~~Action ~~rights~~where ~~equal~~the toexaminer ~~the~~laid ~~voting~~out ~~equivalent~~new grounds of ~~the~~rejection ~~common~~addressed ~~stock~~to ~~into~~the ~~which~~new itclaim islanguage ~~convertible~~from atour ~~the~~previous ~~time~~amendment ofto ~~the~~U.S. ~~vote~~App No.: ~~The~~12/146,922 ~~holders~~- ofWATCH ~~the~~THIS ~~Series~~- ARAD-00330. Claims ~~Preferred~~20, ~~Stock~~22-27, ~~are~~36, ~~not~~and ~~entitled~~38-43 towere ~~dividends~~rejected under 35 U. ~~The~~S.C. ~~Series~~103(a) Aas ~~Preferred~~being ~~Stock~~unpatentable ~~has~~over noUS ~~preferential~~2006/0089843 ~~rights~~filed to10/26/2004 ~~the~~by ~~Company's~~Flather ~~common~~in ~~stock~~view ~~and~~of ~~will~~US ~~share~~2008/0307454 filed 6/6/08 by Ahanger et al in ~~any~~view ~~liquidation~~of ~~proceeds~~US 2008/0109844 filed 11 /2/06 by Baldeschwieler et al. in view of US 2013/0061262 with ~~the~~priority ~~common~~to ~~stock~~1 on/30/0S, anfiled asby ~~converted~~Briggs ~~basis~~et al. NoThe ~~shares~~Company ofhad ~~Series~~until AJune ~~Preferred~~19, ~~Stock~~2015 ~~are~~to ~~outstanding~~respond asto ofthis ~~May~~decision, 31and while the Company believes that its claims are patentable, ~~2016~~it choose not to pursue the claims further because it would have been cost prohibitive.

~~Series~~The BCompany ~~Preferred~~is ~~Stock~~exploring alternative options as it relates to the WatchThis technology. On February 2, 2016 the Company sold the domain name www.watchthis.com for $30,000. 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.

On13 ~~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

OnIn ~~October~~November ~~31,~~ 2013, ~~the~~we ~~Company~~completed ~~entered~~an ~~into~~asset ~~amendment~~purchase of RobotFruit, ~~waiver~~a mobile loyalty and ~~exchange~~application ~~agreements~~platform. ~~(the~~Robot ~~"Exchange~~Fruit ~~Agreements")~~provides ~~with~~a ~~Michael~~complete ~~Hill~~SAAS ~~(the~~based ~~Company's~~mobile ~~chief~~platform ~~executive~~for ~~officer~~publishers and ~~director)~~content owners to directly sell their mobile web and ~~Aaron~~in-app ~~Gravitz~~ad ~~(the~~inventory ~~Company's~~on ~~director)~~leading mobile devices. The ~~Under~~platform ~~each~~is ~~Exchange~~a ~~Agreement,~~self-service ~~the~~mobile ~~Company~~loyalty ~~issued~~and development platform that has an easy to ~~each~~use ofinterface ~~Mr.~~which ~~Hill~~enables ~~and~~station ~~Mr.~~owners, ~~Gravitz~~content ~~100~~owners,~~000~~ ~~shares~~business ofowners, ~~Series~~artists Band ~~Preferred~~bands ~~Stock~~to quickly deploy in ~~exchange~~HTML5, ~~for~~native ~~$100~~iOS and Android based application environments. We anticipate making the technology available to broadcasters,~~000~~ content owners and artists in ~~unpaid~~the ~~compensation.~~coming months.

~~Series~~In CApril ~~Preferred~~2015, ~~Stock~~we completed an asset purchase of Amped Fantasy and SportsAlert™, a daily fantasy sports and alert platform. The company ceased development of Amped Fantasy in the first quarter of 2016 due to uncertain regulatory changes and a lack of funding to continue development SportsAlert is an alert messaging platform that allows subscribers to obtain current stats and scores relating to teams or individual players performances.

~~Effective~~The ~~December 29, 2014, the~~ Company ~~filed~~received a ~~Certificate~~Final ofOffice ~~Designation~~Action ofrejecting ~~Series C Convertible Preferred Stock (~~the ~~"Series~~company’s ~~C")~~claims ~~with~~to ~~the Secretary of State of Wyoming~~U.S. ~~Pursuant~~App ~~to the Series C, the Company designated 20,000 shares of its blank check preferred stock as Series C Preferred Stock~~No.: ~~Each share of Series C is convertible into $150 in fair market value of the Company's common stock~~13/559,503 ~~which fair market value will be equal to the average closing price of the common stock on the over~~-~~the-counter~~ ~~market~~Ads ~~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~~Media ~~common~~Streams ~~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~~RAD-~~converted basis with the common stock~~0045. ~~The Company has presented the Series C outside of stockholders' equity due to the variable conversion price.~~

OnKey April 24, 2015, the Company entered into an Exchange Agreement with Lux pursuant to which the Company issued 10,000 shares of its Series C in exchange for 1,495,313 shares of Company common stock tendered by Lux to the Company for cancellation. The Lux common stock was originally issued to Lux by the Company on March 12, 2013. In connection with the transaction, the Company recorded a loss on settlement of $1,499,850, which represented the difference in the fair market value of the Series C issued of $1.5 million and the common stock received of $150. See Note 4 for additional transaction with Lux.Metrics:

OnWe ~~April~~track ~~24,~~listener ~~2015,~~hours ~~the~~because ~~Company~~we ~~entered~~believe ~~into~~it anis ~~Exchange~~the ~~Agreement~~best ~~with~~key ~~Mark~~indicator J.of ~~Richardson ("MJR") pursuant to which~~ the ~~Company~~growth ~~issued 500 shares~~ of ~~its~~our ~~Series~~Platform Cbusiness. inRevenues ~~exchange~~from ~~for~~advertising ~~15,140~~through ~~shares~~our ofPlatform ~~Company~~represented ~~common~~substantially ~~stock~~all ~~tendered~~of byour ~~MJR~~revenues ~~to the Company~~ for ~~cancellation. The MJR common stock was originally issued to MJR by~~ the ~~Company~~three onmonths ~~March~~ended 13November 30, ~~2013~~2016. InWe ~~connection~~also ~~with~~track the ~~transaction,~~number ~~the~~of ~~Company~~active ~~recorded~~users ~~a loss~~ on ~~settlement~~our ofPlatform ~~$74,998,~~as ~~which~~well ~~represented~~as the ~~difference~~RadioLoyaltyTM inapp ~~the~~as ~~fair~~indicators ~~market value~~ of the ~~Series~~size Cand ~~issued~~quality of ~~$75~~our audience,~~000~~ ~~and~~which ~~the~~are ~~common~~particularly ~~stock~~important ~~received~~to ofpotential $2advertisers.

~~See~~We ~~below~~calculate ~~and~~actual ~~Note~~listener 4hours ~~for~~using ~~discussion~~our ~~related~~internal toanalytics ~~additional~~systems. ~~issuances~~Some of ~~Series~~our Ccompetitors 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.

14Player ~~Table~~launches are defined as the number of ~~Contents~~individual times the UniversalPlayer™ was launched.

~~Common~~Registered ~~Stock~~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 registration information. This is in breach of our terms and conditions but we may not be able to effectively manage and authenticate registration information in order to ensure each user is a unique individual. 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.

~~Each~~We ~~share~~calculate oflistener ~~common~~hours ~~stock~~as ~~has~~follows. When the ~~right~~UniversalPlayer toTM ~~one~~is ~~vote~~launched ~~per~~a ~~share~~session is created - this is considered the listener’s start time. ~~The~~At ~~holders~~one minute following the launch of ~~common~~the ~~stock~~UniversalPlayerTM, ~~are~~we ~~also~~record ~~entitled~~1 tominute ~~receive~~of ~~dividends~~listening astime. If a session lasts between 1 and ~~when~~59 ~~declared~~seconds, bywe ~~the~~record ~~board~~30 seconds of ~~directors~~listening oftime. At ten-minute intervals following the ~~Company~~session being created, ~~whenever~~we ~~funds~~count ~~are~~each ~~legally~~10 ~~available~~minute period as listening time. So for example, ~~subject~~if toa user launched the ~~rights~~UniversalPlayer ~~under~~TM ~~any~~at ~~outstanding~~11:00am, ~~preferred~~we ~~stock~~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.

~~Effective~~Stations ~~February~~are ~~17,~~defined ~~2015,~~as the ~~Company~~total ~~filed Articles~~ of ~~Amendment~~all tostations ~~the~~created ~~Company's~~by ~~Articles~~broadcasters ofthat ~~Incorporation~~utilize ~~with~~ the ~~Secretary~~Platform. ofA ~~State~~single ofbroadcaster ~~Wyoming~~may tocreate ~~(i)~~many ~~increase~~stations ~~the Company's authorized shares of common stock from 1,000,000,000 to an unlimited number;~~ and ~~(ii)~~these ~~allow~~stations ~~for~~may ~~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~~active ~~to authorize~~ or ~~take the action at a meeting at which all shares entitled to vote on the action were present and voted~~inactive.

OnEvents ~~October~~are ~~26,~~user ~~2015,~~interactions ~~the~~such ~~Company~~as ~~filed~~ a ~~Preliminary~~10 ~~Schedule~~minute ~~14C~~interval, ~~Information~~clicking ~~Statement~~song ~~with~~like/dislike, ~~the~~sharing ~~Securities~~what ~~and~~they ~~Exchange~~are ~~Commission~~listening into, ~~connection~~checking ~~with approval by~~ the ~~Company's~~news ~~board~~through ofour ~~directors~~news ~~and~~app ~~majority~~in ~~stockholders~~the ofplayer, anetc. ~~amendment~~The ~~the~~last ~~Articles~~event ofwe ~~Incorporation~~see ~~to:~~for ~~(i) change~~ the ~~Company's~~user ~~name~~is ~~from~~considered ~~StreamTrack,~~the ~~Inc.~~end toof ~~Total~~their ~~Sports Media, Inc~~session., ~~(ii)~~We ~~effect~~then atake ~~1-for~~that ~~800~~time ~~reverse~~minus ~~split~~the oftime the ~~Company's~~session ~~common~~started ~~stock~~to ~~and~~determine ~~(iii)~~how ~~decrease~~long the ~~authorized~~session ~~number~~is. ofSo ~~shares~~for ~~of common stock from an unlimited number to 40~~example,~~000,000.~~ ~~The~~if ~~amendment~~a ~~will~~user belaunched ~~effective upon filing with~~ the ~~Secretary~~UniversalPlayerTM ofat ~~State of Wyoming~~11am, ~~which~~and ~~the~~liked ~~Company~~a ~~anticipates~~song toat ~~occur approximately~~11:07am, but ~~not~~exited ~~less~~the ~~than,~~player 20at ~~days~~11:09am, ~~after~~we ~~the~~would ~~definitive~~recognize ~~information~~7 ~~statement~~minutes isof ~~mailed to stockholders~~listening.

~~During~~14 ~~the~~Table ~~nine months ended May 31, 2016, 530 shares~~ of ~~Series C with a value of $79,500 were converted into 795,000,000 shares of common stock.~~ Contents

~~Detachable~~Comparison ~~Stock~~of ~~Warrants~~the Three Months Ended November 30, 2016 and November 30, 2015

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.

	For the Three Months Ended November 30, 2016		For the Three Months Ended November 30, 2015

Revenue:
Advertising	$	57,823	$	174,025
Services				8,250
Total revenue	$	57,823	$	182,275

AsRevenues offor ~~May~~the 31three months ended November 30, 2016, ~~the~~and ~~Company~~30, ~~has~~2015, atotaled ~~total~~$57,823 ofand ~~225~~$182,~~000~~275, ~~detachable~~respectively. ~~stock~~The ~~warrants~~period ~~outstanding~~over period decline can be attributed to several factors. ~~The~~Video ~~warrants~~revenue ~~have~~decreased afor the three- month period year ~~term~~over year by $59,914 attributable to reduced listening time, overall industry technical changes and ~~are~~ad ~~exercisable~~related ~~into~~errors ~~the~~including Vpaid errors, ~~Company's~~ad ~~common~~response ~~stock~~times, atincreased anlatency, ~~exercise~~creative ~~price~~errors ofand $0creative load time.41 ~~per~~Display ~~share~~revenue decreased for the three month period year over year by $56,043. Tighter buying criteria by Customers as a result of quality scoring from companies such as Integral Ad Science, Doubleverify and ForensIQ also reduced buys from some Customers.

11. Subsequent Events

	For the Three Months Ended November 30, 2016		For the Three Months Ended November 30, 2015
Costs of revenues:
Media network	$	49,054	$	70,266
Colocation services		-		6,136
Broadcaster commissions		7,581		11,530
Other		122		274
Total costs of revenue	$	56,757	$	88,206

InCosts ~~accordance~~of revenues for the three months ended November 30, 2016 and 2015 totaled $56,757 and $88,206, respectively. We incurred substantial media network costs associated with ~~ASC~~the ~~855~~distribution of our content across a variety of advertising networks. Our costs of distributing our content will proportionally decrease dramatically as we reach scale. In order to operate the RadioLoyaltyTM online broadcasting platform, RadioLoyaltyTM mobile and tablet apps and our ad-10serving technologies, we ~~have~~primarily ~~analyzed~~utilize ~~our~~ASW’s ~~operations~~cloud. ~~subsequent~~We refer to ~~May~~these 31costs as streaming services. Our advertising sales arrangements with over 5,000 ~~2016~~RadioLoyaltyTM tostations facilitate us paying the ~~date~~broadcasters ~~these~~a ~~financial~~monthly ~~statements~~revenue ~~were~~sharing ~~issued,~~fee or license fee in exchange for advertising inventory around their content and ~~have~~listenership. ~~determined~~We refer to these costs as broadcaster commissions in the event that we dopurchase ~~not~~the ~~have~~ad ~~any~~inventory. ~~material~~Other ~~subsequent~~costs ~~events~~of tosales ~~disclose~~include instreaming ~~these~~services, ~~financial~~depreciation ~~statements~~associated with computer servers, streaming costs, adserving costs, and various application technologies that support our primary product offerings.

15 Table of Contents

	For the Three Months Ended November 30, 2016		For the Three Months Ended November 30, 2015
Operating expenses
Product development	$	6,000	$	72
Officer compensation		25,000		25,000
Sales and marketing		308		5,748
Other		207,304		281,495
Total operating expenses	$	238,612	$	312,315

~~ITEM~~15 2.Table ~~MANAGEMENT'S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~The~~Operating ~~following~~expenses ~~discussion~~for the three months ended November 30, 2016 and ~~analysis~~2015 ~~should~~totaled be$238,612 ~~read~~and in$312,315, ~~conjunction~~respectively. We have a broad-based business strategy to acquire more broadcasters directly, enter into joint ventures, revenue sharing arrangements or similar contracts with ~~the~~internet ~~consolidated~~radio ~~financial~~station ~~statements~~guides (aggregators), and ~~related~~consider ~~notes~~mergers ~~included~~and inacquisition ~~this~~targets ~~report~~on an ongoing basis. Product development costs were associated with continuing improvements to the software and ~~those~~related ininfrastructure for our ~~Form~~primary ~~10-K~~product ~~for~~offering as well as development work on our online product portfolio including the Robot Fruit, StreamTrak, SportsAlert and mobile technology. We expect these costs to increase in the current fiscal year. ~~ended~~Marketing ~~August~~and ~~31,~~sales ~~2015~~costs ~~filed~~included ~~with~~compensation ~~the~~for ~~Securities~~our sales staff and ~~Exchange~~various ~~Commission~~internet ~~December~~marketing-related 15costs. Officer compensation related to a variety of accruals to the two primary executives that operate our business. Other operating costs include telecom, ~~2015~~depreciation, utilities, travel and ~~all~~entertainment ~~subsequent~~and ~~filings.~~various other costs of doing business.

Overview

	For the Three Months Ended November 30, 2016			For the Three Months Ended November 30, 2015
Other income (expenses)
Other income (expense)	$	940		$	-
Interest expense		(147,647	)		(96,019	)
Interest expense – accretion		(94,732	)		(123,489	)
Gain on debt extinguishment		150,387			-
Loss on disposal of assets		(69,011	)		-
Change in fair value of derivatives		(578,831	)		3,882
Total other income (expenses)	$	(738,894	)	$	(215,626	)

~~StreamTrack,~~Other ~~Inc.~~ (~~"StreamTrack," or the "Company"~~expense) isincome afor ~~digital~~the ~~media~~three ~~and~~months ~~technology~~ended ~~services~~November ~~company.~~30, ~~The~~2016 ~~Company provides audio~~ and ~~video~~2015, ~~streaming~~totaled ~~and advertising services through the RadioLoyaltyTM Platform~~ $(~~the "Platform"~~738,894) toand ~~a global group of over 5~~$(215,~~000~~626), ~~internet and terrestrial radio stations and other broadcast content providers~~respectively. We ~~also~~incurred ~~developing~~interest ~~Robot~~expense ~~Fruit,~~calculated ~~which~~on isour ~~intended~~convertible topromissory benotes aand ~~powerful~~fees ~~marketing~~charged ~~tool~~by ~~that~~the ~~combines~~provider aof ~~mobile~~our ~~app~~factoring ~~creation~~line ~~platform~~of credit, ~~customer~~among ~~loyalty~~others. ~~program,~~We ~~and~~recorded ~~content~~the ~~management~~amortization ~~system~~of ~~into~~various andebt ~~instant~~discounts ~~and~~associated ~~measurable~~with ~~marketing~~our ~~engine~~convertible ~~for~~promissory ~~businesses~~notes. The ~~Company~~discounts isare ~~also~~the ~~continuing~~result ~~development~~ of ~~StreamTrak,~~derivative ~~designed~~liabilities toin ~~enable~~which ~~fans,~~are ~~artists,~~recorded ~~bands,~~due ~~music publishers and record labels~~ to ~~distribute, discover, create and share content.In addition,~~ the ~~Company~~variability ~~through ampedfantasy.com has~~of ~~entered~~ the ~~rapidly~~notes ~~growing~~conversion ~~daily fantasy sports industry~~price. The ~~Amped~~derivative ~~Fantasy~~liabilities ~~brand~~have ~~will offer diverse contests~~ to ~~attract fans of all kinds. The mobile and web offering which is under development will include, but not~~ be ~~limited~~re-measured toas ~~free~~of ~~and~~each ~~paid~~reporting ~~daily, weekly, pick'em, salary cap, flex or customized roster and guaranteed prize or payout contests~~date. ~~Fantify~~For ~~which~~the isthree ~~under~~months ~~development,~~ended isNovember ~~a fully customizable daily fantasy sports and private label fantasy sports technology platform. Once venues signup for Fantify and setup a contest~~30, ~~they~~2016 ~~invite new or existing customers,~~ and ~~award prizes. It will be free to play for customers to win prizes~~2015, ~~compete against friends and others, feel closer to~~ the ~~real life game, and all with no season~~re-~~long~~measurement ~~commitment.~~resulted ~~Through sportsalert.com the~~in ~~Company owns~~ a ~~subscriber~~gain ~~based~~(loss) ~~alert~~on ~~system~~change ~~for~~in ~~various~~fair ~~sports~~value ~~with~~of ~~over~~derivative ~~100,000~~liabilities ~~registered~~of ~~users. Users can choose whether they want score updates sent to their mobile phone or email~~$(578,831) ~~customizable by sport~~ and ~~events~~$3,882, respectively.

~~Our~~We ~~streaming~~did ~~business~~not ~~model~~generate istaxable ~~focused~~profits onfor the ~~following~~three ~~core~~months ~~principles:~~ended November 30, 2016 and 2015. As a result, no provision for income taxes was recorded during either period.

1.Liquidity ~~We barter with audio content providers, namely internet~~ and ~~terrestrial~~Capital radio stations, to obtain control and management of their desktop advertising opportunity ("Ad Inventory"). We also routinely purchase any Ad Inventory the content providers have not previously transferred to us by barter. 2. In exchange for the Ad Inventory, we pay for all internet and mobile streaming costs associated with the broadcaster's content that is streamed through our platform. We barter in order to scale our business. The end result of the barter is that we aggregate Ad Inventory from broadcasters that management believes can reach substantial size while maintaining a primarily fixed cost structure for our hardware, content delivery, labor and other costs, respectively. 3. We re-broadcast original audio broadcast content through the Platform in a streaming media format in desktop and mobile environments. By re-broadcasting we ensure that we do not pay any royalties. Royalties are the responsibility of our broadcasters. This is a substantial advantage for us as many of our competitors pay royalties of up to 70% of revenues generated from licensed broadcast content. 4. We serve advertisements ("Ads") within the Platform in audio, display and video formats in a desktop environment and display ads in a mobile environment using our RadioLoyaltyTM Apps. 5. Ads are served by our automated systems based on geography and demographics data, among others. 6. The primary technology that makes our Platform unique in the industry is that we are able to re-broadcast audio content with geographically targeted Ads that replace Ads served within an original broadcast targeting a listener in a certain geography. By having this capability we can also choose to replace audio Ads that do not generate as high of Ad revenues with video-based Ads that generate much higher Ad revenues. In effect, we make the broadcaster's original broadcast capable of delivering Ads that are geographically targeted throughout a global broadcast marketplace while also utilizing video Ads and our proprietary video in-stream technology to increase advertising rates. 7. All of our primary technology that supports the Platform is automated and capable of operating in a live environment. Audio content is streamed, Ads are targeted and served, audio Ads are replaced as needed and video Ads replace audio Ads, as desired and when possible.Resources

~~Advertising~~As ~~revenue~~of ~~constitutes~~November ~~the~~30, ~~majority~~2016, ofwe ~~our~~had ~~total~~cash ~~revenue~~totaling $5,339. ~~representing~~We ~~96.4%~~had ofa ~~total~~net ~~revenue~~working ~~for~~capital ~~the~~deficit ~~nine~~of ~~months~~$5,883,858 ~~ended~~as ~~May~~of 31November 30, 2016., Wecompared ~~anticipate~~to ~~this~~a ~~trend~~net ~~will~~working ~~continue~~capital ~~and~~deficit ~~our~~of ~~revenues~~$4,951,686 ~~will~~as beof ~~generated~~August ~~primarily~~31, ~~from advertising~~2016. Our ~~advertising~~principal ~~revenue~~uses ~~for~~of cash during the ~~nine~~three months ~~ended~~ending ~~May~~November 3130, 2016 ~~was~~were ~~almost~~funding ~~entirely~~our ~~derived from advertising delivered on desktop devices~~operations.

WeGoing deliver content on mobile devices through our RadioLoyaltyTM app but we do not currently generate significant mobile advertising revenues. Management believes that mobile advertising represents an opportunity for the Company in the coming years and on an ongoing basis. Management expects the mobile advertising market will grow at substantial rates in the coming years. However, many challenges exist in this market. We believe these challenges will be solved primarily with new technologies. We believe our current technologies and other technology under development will solve some of these challenges. By solving these challenges, we will be able to monetize the mobile listenership we are growing today.Concern

16The ~~Table~~Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of ~~Contents~~America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the three months ended November 30, 2016, the Company recorded an operating loss of $238,086 and a net loss of $976,980. As of November 30, 2016, the Company had a working capital deficit of $5,883,858, which excluding the derivative liability was $4,795,856, indicating substantial doubt regarding the Company’s ability to continue as a going concern.

InManagement ~~June~~is ~~2015,~~confident but cannot guarantee that the Company ~~received~~will anbe ~~Office~~able ~~Action~~to ~~where~~raise ~~the~~in ~~examiner~~order ~~laid~~to ~~out~~repay ~~new~~debts ~~grounds~~and ofcontinue ~~rejection~~operations. ~~addressed~~During to the ~~new~~year ~~claim~~ending ~~language~~August ~~from~~31, ~~our~~2017, ~~previous~~the ~~amendment~~Company is obligated to ~~U.S.~~make ~~App~~payments ~~No.:~~on ~~12/146~~certain operating leases,~~922~~ -convertible ~~WATCH~~debts, ~~THIS~~and -a ~~RAD-00330. Claims~~capital 20lease, ~~22-27,~~among ~~36,~~others. The Company’s normal operating costs are also significant and ~~38-43~~include ~~were~~consulting ~~rejected~~fees, ~~under~~professional 35fees, ~~U.S.C.~~product ~~103(a)~~development ascosts ~~being~~and ~~unpatentable~~marketing ~~over~~and USsales ~~2006/0089843~~costs ~~filed~~associated ~~10/26/2004~~with bymanagement’s ~~Flather~~business plan. Additionally, the Company is currently in ~~view~~default ofon USits ~~2008/0307454~~capital ~~filed~~lease. ~~6/6/08~~If bythe ~~Ahanger~~Company etdefaults alon inthis ~~view~~capital oflease, USthe ~~2008/0109844~~lessor ~~filed~~may 11decide ~~/2/06~~to bytake ~~Baldeschwieler~~back etits alequipment. inThe ~~view~~Company has replaced its use of USthe ~~2013/0061262~~equipment with ~~priority~~ASW’s cloud so if the lessor decides to 1take /back its equipment the impact operational impact would be minimal. Since inception and through November 30~~/0S~~, ~~filed~~2016, bythe ~~Briggs~~Company ethas alsuccessfully raised a significant amount of capital. ~~The~~However, the ability of the Company ~~had~~to ~~until~~continue ~~June~~as ~~19,~~a ~~2015~~going concern is dependent on the successful execution of the business plan in order to ~~respond~~become profitable. If the Company is unable to ~~this~~become ~~decision,~~profitable ~~and~~or ~~while~~sustain its cash flow, the Company ~~believes~~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 ~~claims~~operations. ~~are~~The ~~patentable,~~accompanying itfinancial ~~choose~~statements do not toinclude ~~pursue~~any adjustments that might be necessary if the ~~claims~~Company ~~further~~is ~~because~~unable itto ~~would~~continue ~~have~~as ~~been~~a ~~cost~~going ~~prohibitive~~concern.

~~The~~Working ~~Company~~Capital isRelated ~~exploring~~Party alternative options as it relates to the WatchThis technology. On February 2, 2016 the Company sold the domain name www.watchthis.com for $30,000. 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. Financing

InThe ~~November~~Company ~~2013,~~has weonly ~~completed~~been anoperating ~~asset~~since ~~purchase~~November ~~of RobotFruit~~30, a2011. ~~mobile~~As ~~loyalty~~a ~~and~~result, ~~application~~the ~~platform.~~Company ~~Robot~~has ~~Fruit~~an ~~provides~~extremely alimited ~~complete~~credit ~~SAAS~~history. ~~based~~The ~~mobile~~Company’s ~~platform~~Chief ~~for~~Executive ~~publishers~~Officer, and ~~content~~the ~~owners~~Chief toExecutive ~~directly~~Officer ~~sell~~of StreamTrack Media, Inc. use their ~~mobile~~personal ~~web~~credit ~~and~~cards ~~in-app~~to adfund ~~inventory~~operations on ~~leading~~a ~~mobile~~frequent ~~devices~~basis. ~~The~~ ~~platform~~If isthe aCompany ~~self-service~~did ~~mobile~~not ~~loyalty~~have ~~and~~access ~~development~~to ~~platform~~these ~~that~~credit ~~has~~cards, anthe ~~easy~~Company would have to ~~use~~rely ~~interface~~exclusively ~~which~~on ~~enables~~external ~~station~~sources ~~owners,~~of ~~content~~capital. ~~owners,~~The ~~business~~Company’s ~~owners,~~external ~~artists~~sources ~~and~~of ~~bands~~capital toare ~~quickly~~not ~~deploy~~always readily available. As a result, in ~~HTML5~~time-constrained circumstances, ~~native~~the ~~iOS~~use ~~and~~of ~~Android~~personal ~~based~~credit ~~application~~cards ~~environments.~~is Wenecessary ~~anticipate~~until ~~making~~such time as the ~~technology~~Company ~~available~~is able to ~~broadcasters,~~build ~~content~~up ~~owners~~its own credit-worthiness and ~~artists~~access inmore ~~the~~readily ~~coming~~available ~~months~~and significant credit.

In16 ~~April~~Table ~~2015, we completed an asset purchase~~ of Amped Fantasy and SportsAlert™, a daily fantasy sports and alert platform. Amped Fantasy provides a complete daily fantasy sports web based platform where players compete to win cash and prizes. The platform is designed with an easy to use interface which enables players to compete across all major professional sports events. SportsAlert is an alert messaging platform that allows subscribers to obtain current stats and scores relating to teams or individual players performances. The daily fantasy sports industry is experiencing rapid growth. Traditional fantasy sports games have been an integral part of the sports industry for decades. Now, the rapidly expanding "daily fantasy" or "DFS" industry is quickly becoming the new alternative with sports fans. Industry leaders have reported annual growth of daily fantasy sports of close to 300% over the past several years, with in excess of 40 million active players. According to the Fantasy Sports Trade Association (FSTA), daily fantasy sports revenue in 2014 was around $1 billion and is projected to grow to $17 billion by 2020. With endorsements by professional sports organizations including the NFL, MLB, and NBA along with credible media outlets and organizations including Yahoo!, CBS, Rotowire, and more, daily fantasy sports is quickly becoming commonplace. We believe there is a large and growing market opportunity for our AmpedFantasy, Fantify, and SportsAlert products.Contents

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

~~Key~~Based ~~Metrics:~~on current estimates, we believe that our anticipated capital expenditures will be adequate to implement our current plans.

WeHistorical track listener hours because we believe it is the best key indicator of the growth of our Platform business. Revenues from advertising through our Platform represented substantially all of our revenues for the nine months ended May 31, 2016. We also track the number of active users on our Platform as well as the RadioLoyaltyTM app as indicators of the size and quality of our audience, which are particularly important to potential advertisers. Trends

WeThe ~~calculate~~following ~~actual~~table ~~listener~~summarizes ~~hours using~~ our ~~internal~~cash ~~analytics~~flow ~~systems.~~data ~~Some~~for ~~of our competitors do not always calculate their listener hours in~~ the ~~same~~three ~~way~~months weended ~~do.~~November ~~As a result~~30, ~~their~~2016 ~~stated~~and ~~listener hours may not represent a truly comparable figure~~2015.

Player launches are defined as the number of individual times the UniversalPlayer™ was launched.

	For the Three Months Ended November 30, 2016			For the Three Months Ended November 30, 2015

Net cash used in operating activities	$	(83,944	)	$	(207,400	)
Net cash used in investing activities		-			(18,417	)
Net cash provided by financing activities		82,822			217,908

~~Registered~~Cash ~~users~~flow ~~are~~used ~~defined~~in asoperating ~~the~~activities ~~number~~totaled of($83,944) ~~users who have signed up~~ for ~~an account with us in order to access our broadcasters' content and to earn loyalty points. The number of registered users may overstate~~ the ~~number~~three ofmonths ~~actual~~ended ~~unique~~November ~~individuals~~30, ~~who~~2016, ~~have~~compared ~~signed up for an account with us in order~~ to ~~earn loyalty points~~$(207,400) asused anfor ~~individual~~the ~~may~~three ~~register~~months ~~for,~~ended ~~and~~November ~~use~~30, ~~multiple accounts under unique registration information~~2015. ~~This~~Operating iscash inflow ~~breach~~was ofnegative ~~our~~as ~~terms and conditions but~~ we ~~may~~continued ~~not~~operations ~~be able to effectively manage~~ and ~~authenticate registration information in order to ensure each user is~~ a ~~unique~~focused ~~individual.~~effort Weon ~~define~~product ~~registered~~development ~~users~~and asefforts ~~those~~towards ~~who~~certain ~~have~~potential ~~signed~~significant uppartnerships with usthird toparties ~~receive~~within ~~loyalty points. We calculate this by~~ the ~~number~~digital ofmedia ~~submissions we receive from users signing up for our loyalty service~~industry.

WeCash ~~calculate~~flow ~~listener~~used ~~hours~~in asinvesting ~~follows.~~activities ~~When~~totaled ~~the~~($0) ~~UniversalPlayerTM~~for ~~is launched a session is created - this is considered~~ the ~~listener's~~three ~~start~~months ~~time.~~ended AtNovember ~~one~~30, ~~minute~~2016, ~~following~~compared ~~the~~to ~~launch~~($18,417) of the ~~UniversalPlayerTM,~~three wemonths ~~record~~ended 1November ~~minute of listening time. If a session lasts between 1 and 59 seconds~~30, ~~we record 30 seconds of listening time~~2015. AtThe ~~ten-minute~~decrease ~~intervals~~is ~~following~~due to the ~~session~~limited ~~being~~capital ~~created,~~on wehand ~~count each 10 minute period as listening time. So~~ for ~~example, if a user launched~~ the ~~UniversalPlayer~~continued TMdevelopment ~~at 11:00am, we will recognize 1 minute~~ of ~~listening~~new ~~time at 11:01, then 10 minutes of listening time at 11:10, 20 minutes at 11:20, etc~~products.

~~Stations~~Cash ~~are~~flow ~~defined~~provided asby financing activities totaled $82,822 for the ~~total~~three ofmonths ~~all~~ended ~~stations~~November ~~created~~30, by2016, ~~broadcasters~~compared ~~that~~to ~~utilize~~$217,908 for the ~~Platform~~three months ended November 30, 2015. AWe ~~single~~raised ~~broadcaster~~substantial ~~may~~capital ~~create~~through ~~many~~net ~~stations~~proceeds from the line of credit, and ~~these~~advances ~~stations~~from ~~may~~related beour ~~active~~primary orexecutive ~~inactive~~officers during the three months ended November 30, 2016 and 2015, respectively.

17Item ~~Table~~3. ofQUANTITATIVE ~~Contents~~AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

~~Events~~Not ~~are~~required ~~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. The last event we see~~ for ~~the user is considered the end of their session. We then take that time minus the time the session started to determine how long the session is. So for example, if~~ a ~~user~~smaller ~~launched~~reporting ~~the UniversalPlayer TM at 11am, and liked a song at 11:07am, but exited the player at 11:09am, we would recognize 7 minutes of listening~~company.

~~Comparison~~Item of4. ~~the~~CONTROLS ~~Nine~~AND ~~Months Ended May 31, 2016 and May 31, 2015~~PROCEDURES

	For the NineMonths EndedMay 31, 2016		For the NineMonths EndedMay 31, 2015
Revenue:
Advertising	$	455,372	$	721,583
Services		16,838		27,500
Total revenue	$	472,210	$	749,083

Evaluation of Disclosure Controls and Procedures

~~Revenues~~For ~~for~~purposes of this section, the ~~nine~~term ~~months~~disclosure ~~ended~~controls ~~May~~and ~~31,~~procedures ~~2016~~means controls and ~~May~~other ~~31,~~procedures ~~2015,~~of ~~totaled~~an ~~$472,210~~issuer ~~and~~that ~~$749,083~~are ~~respectively.~~designed ~~The~~to ~~period~~ensure ~~over~~that ~~period~~information ~~decline~~required ~~can~~to be ~~attributed~~disclosed toby ~~several~~the ~~factors. Video~~issuer ~~revenue~~in ~~decreased~~the ~~for~~reports that it files or submits under the ~~nine~~Act ~~month~~(15 ~~period~~U.S.C. ~~year~~78a ~~over~~et ~~year~~seq.) byis ~~$104~~recorded,~~639~~ ~~attributable~~processed, tosummarized ~~reduced~~and ~~listening~~reported, within the time, ~~overall~~periods ~~industry~~specified ~~technical~~in ~~changes~~the ~~and~~Commission’s adrules ~~related~~and ~~errors~~forms. ~~including Vpaid errors,~~Disclosure adcontrols ~~response~~and ~~times~~procedures include, ~~increased~~without ~~latency~~limitation, ~~creative~~controls ~~errors~~ and ~~creative~~procedures ~~load~~designed ~~time. Display~~to ~~revenue~~ensure ~~decreased~~that ~~for~~information ~~the~~required ~~nine~~to ~~month~~be ~~period~~disclosed ~~year~~by ~~over~~in ~~year~~our byreports ~~$160,987. Tighter~~filed ~~buying~~under ~~criteria~~the bySecurities ~~Customers~~Exchange Act of 1934, as aamended ~~result~~(the of“Exchange ~~quality~~Act”) ~~scoring~~is ~~from~~accumulated ~~companies~~and ~~such~~communicated asto ~~Integral~~the Adissuer’s ~~Science~~management, ~~Doubleverify~~including its principal executive and ~~ForensIQ also~~ ~~reduced~~principal ~~buys~~financial ~~from~~officers, ~~some~~or ~~Customers~~persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

	For the NineMonths EndedMay 31, 2016		For the NineMonths EndedMay 31, 2015
Costs of revenues:
Media network	$	230,561	$	280,591
Depreciation and amortization		-		77,986
Colocation services		20,547		116,337
Broadcaster commissions		39,851		89,602
Other		1,224		3,191
Total costs of revenue	$	292,183	$	567,707

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executive and Financial Officer); of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer (Principal Executive and Financial Officer) concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and which also are not effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (Principal Executive and Financial Officer), to allow timely decisions regarding required disclosure.

~~Costs~~Changes ofin ~~revenues~~Internal ~~for~~Controls the nine months ended May 31, 2016 and May 31, 2015 totaled $292,183 and $567,707, respectively. 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 shifted our business to primarily utilize ASW's cloud. We refer to these costs as colocation services. Our advertising sales arrangements with over ~~5,000~~Financial 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 computer servers, streaming costs, adserving costs, and various application technologies that support our primary product offerings.Reporting

	For the NineMonths EndedMay 31, 2016		For the NineMonths EndedMay 31, 2015
Operating expenses
Product development	$	210	$	17,694
Officer compensation		75,000		66,324
Sales and marketing		18,975		88,749
Other		805,857		680,295
Total operating expenses	$	900,042	$	853,062

There has not been any changes in our internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1817 Table of Contents

~~Operating~~PART ~~expenses for the nine months ended May 31, 2016 and 2015 totaled $900,042 and $853,062, respectively~~II. WeOTHER 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. Other operating costs include telecom, depreciation, utilities, travel and entertainment and various other costs of doing business. INFORMATION

	For the NineMonths EndedMay 31, 2016			For the NineMonths EndedMay 31, 2015
Other income (expenses)
Other income (expense)	$	-		$	(57,126	)
Interest expense		(249,215	)		(905,117	)
Interest expense – accretion		(370,463	)		(1,574,848	)
Loss on extinguishment		-			-
Gain on sale of co-location and domain		175,992			(101,562	)
Change in fair value of derivatives		438,067			321,961
Total other income (expenses)	$	(5,619	)	$	(2,316,692	)

Item 1. LEGAL PROCEEDINGS

Other (expense) income for the nine months ended May 31, 2016 and 2015, totaled $(5,619) and $(2,316,692), respectively. We incurred interest expense calculated on our convertible promissory notes and fees charged by the provider of our factoring line of credit, among others. We recorded the amortization of various debt discounts associated with our convertible promissory notes. The ~~discounts~~Company ~~are~~is ~~the~~not ~~result~~party ~~of derivative liabilities in which are recorded due~~ to ~~the~~any ~~variability~~legal ~~of the notes conversion price~~proceeding. The derivative liabilities have to be re-measured as of each reporting date. For the nine months ended May 31, 2016 and 2015, the re-measurement resulted in a gain (loss) on change in fair value of derivative liabilities of $438,067 and $321,961, respectively. During the nine months ended May 31, 2016 and 2015, the Company's stock price decreased substantially from August 31, 2015 and 2014 which impacted the valuation of the derivative liabilities.

WeItem ~~did not generate taxable profits for the nine months ended May 31, 2016 and May 31, 2015, respectively~~1A. AsRISK ~~a result, no provision for income taxes was recorded during either period~~FACTORS.

~~Comparison~~Not ofrequired ~~the~~for ~~Three~~a ~~Months~~smaller ~~Ended~~reporting ~~May 31, 2016 and May 31, 2015~~company.

	For the ThreeMonths EndedMay 31, 2016		For the ThreeMonths EndedMay 31, 2015
Revenue:
Advertising	$	120,041	$	203,189
Services		-		8,250
Total revenue	$	120,041	$	211,439

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Revenues for the three months ended May 31, 2016 and 2015, totaled $120,041 and $211,439, respectively. The period over period decline can be attributed to several factors. Video revenue decreased for the three month period year over year by $34,703 attributable to reduced listening time, overall industry technical changes and ad related errors including Vpaid errors, ad response times, increased latency, creative errors and creative load time. Display revenue decreased for the three month period year over year by $47,301. Tighter buying criteria by Customers as a result of quality scoring from companies such as Integral Ad Science, Doubleverify and ForensIQ also reduced buys from some Customers. None

	For the ThreeMonths EndedMay 31, 2016		For the ThreeMonths EndedMay 31, 2015
Costs of revenues:
Media network	$	73,008	$	89,008
Depreciation and amortization		-		-
Colocation services		6,847		39,669
Broadcaster commissions		12,289		22,667
Other		99		(191	)
Total costs of revenue	$	92,243	$	151,153

Item 3. DEFAULTS UPON SENIOR SECURITIES

~~19 Table of Contents~~None

~~Costs~~Item ~~of revenues for the three months ended May 31, 2016 and 2015 totaled $92,243 and $151,153, respectively~~4. WeMINE ~~incurred~~SAFETY 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. In order to operate the RadioLoyaltyTM online broadcasting platform, RadioLoyaltyTM mobile and tablet apps and our ad-serving technologies, we shifted our business to primarily utilize 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 computer servers, streaming costs, adserving costs, and various application technologies that support our primary product offerings.DISCLOSURES

	For the ThreeMonths EndedMay 31, 2016		For the ThreeMonths EndedMay 31, 2015
Operating expenses
Product development	$	-	$	3,445
Officer compensation		25,000		7,825
Sales and marketing		6,177		11,771
Other		270,193		241,786
Total operating expenses	$	301,370	$	264,827

Not applicable.

~~Operating~~Item ~~expenses for the three months ended May 31, 2016 and 2015 totaled $301,370 and $264,827, respectively~~5. WeOTHER 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. Other operating costs include telecom, depreciation, utilities, travel and entertainment and various other costs of doing business. INFORMATION

	For the ThreeMonths EndedMay 31, 2016			For the ThreeMonths EndedMay 31, 2015
Other income (expenses)
Other income (expense)	$	-		$	(444	)
Interest expense		(72,377	)		(409,812	)
Interest expense – accretion		(123,487	)		(1,574,848	)
Loss on extinguishment		-			-
Gain on sale of co-location and domain		-			(35,025	)
Change in fair value of derivatives		65,990			47,757
Total other income (expenses)	$	(129,874	)	$	(1,972,372	)

None

~~Other~~18 ~~(expense)~~Table income for the three months ended May 31, 2016 and 2015, totaled $(129,874) and $(1,972,372), respectively. We incurred interest expense calculated on our convertible promissory notes and fees charged by the provider of our factoring line of credit, among others. We recorded the amortization of various debt discounts associated with our convertible promissory notes. The discounts are the result of derivative liabilities in which are recorded due to the variability of the notes conversion price. The derivative liabilities have to be re-measured as of each reporting date. For the three months ended May 31, 2016 and 2015, the re-measurement resulted in a gain (loss) on change in fair value of derivative liabilities of $65,990 and $47,757, respectively. During the three months ended May 31, 2016 and 2015 the Company's stock price decreased substantially from August 31, 2015 and 2014 which impacted the valuation of the derivative liabilities. Contents

20Item ~~Table~~6. ~~of Contents~~EXHIBITS

~~Liquidity~~(a) ~~and Capital Resources~~Exhibits:

As of May 31, 2016 we had cash totaling $13,867. We had net a working capital deficit of $4,419,481 as of May 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 nine months ending May 31, 2016 were funding our operations.

Number		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Going Concern

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

~~The~~19 ~~Company's~~Table ~~consolidated financial statements are prepared using accounting principles generally accepted in the United States~~ of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the nine months ended May 31, 2016, the Company recorded an operating loss of $720,015 and a net loss of $725,634. As of May 31, 2016, the Company had a working capital deficit of $3,958,692, which excluding the derivative liability was $460,789, indicating substantial doubt regarding the Company's ability to continue as a going concern.Contents

Management is confident but cannot guarantee that the Company will be able to raise in order to repay debts and continue operations. During the year ending August 31, 2016, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital lease, among others. 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. Additionally, the Company is currently in default on its capital lease. If the Company defaults on this capital lease, the lessor may decide to take back its equipment. The Company has replaced its use of the equipment with ASW's cloud so if the lessor decides to take back its equipment the impact operational impact would be minimal. Since inception and through May 31, 2016, the Company has successfully raised a significant amount of capital. 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 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.SIGNATURES

~~Working~~Pursuant ~~Capital~~to ~~Related~~the ~~Party~~requirements ~~Financing~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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. 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.

	TOTAL SPORTS MEDIA, INC.

Date: November 16, 2017	By:	/s/ Michael Hill
	Name:	Michael Hill
	Title:	Chairman of the Board of Directors, Chief Executive Officer, President, and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

~~Capital Expenditures~~20

Based on current estimates, we believe that our anticipated capital expenditures will be adequate to implement our current plans.

Historical Trends

The following table summarizes our cash flow data for the nine months ended May 31, 2016 and May 31, 2015.

	For the NineMonths EndedMay 31,2016			For the NineMonths EndedMay 31,2015
Net cash provided by (used in) operating activities	$	(580,602	)	$	(170,613	)
Net cash used in investing activities		166,084			(363,467	)
Net cash provided by financing activities		420,476			507,490

Cash flow provided by (used in) operating activities totaled ($580,602) for the nine months ended May 31, 2016, compared to $(170,613) used for the nine months ended May 31, 2015. Operating cash flow was negative as we continued operations and a focused effort on product development and efforts towards certain potential significant partnerships with third parties within the digital media industry.

Cash flow used in (provided by) investing activities totaled $166,084 for the nine months ended May 31, 2016, compared to ($363,467) the nine months ended May 31, 2015. The increase in cash provided by activities relates to the sale of our co-location and related assets in which $150,000 in proceeds were received.

Cash flow provided by financing activities totaled $420,476 for the nine months ended May 31, 2016, compared to $507,490 for the nine months ended May 31, 2015. We raised substantial capital through the issuance of convertible promissory notes, net proceeds from the line of credit, and advances from related our primary executive officers during the nine months ended May 31, 2016 and 2015, respectively.

21 Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..

Not required for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executive and Financial Officer); of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer (Principal Executive and Financial Officer) concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and which also are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer (Principal Executive and Financial Officer), to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

22 Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not party to any legal proceeding.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None

23 Table of Contents

ITEM 6. EXHIBITS

(a) Exhibits:

Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

24 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	STREAMTRACK, INC.
Date: July 20, 2016	By:	/s/ Michael Hill
	Name:	Michael Hill
	Title:	Chairman of the Board of Directors,Chief Executive Officer, President,and Chief Financial Officer (Principal Executive Officer,Principal Financial Officer, and Principal Accounting Officer)

Filing Compare · Total Sports Media, Inc.