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EX-32 - 302 CERTIFICATION - MUSIC OF YOUR LIFE INCex32_906certification.htm
EX-31.1 - 906 CERTIFICATION - MUSIC OF YOUR LIFE INCex311_302certification.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K

 

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   

 

For the year ended May 31, 2017

 

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     

For the transition period from              to             

 

Commission file number: 000-54163

 

MUSIC OF YOUR LIFE, INC.

(Exact name of registrant as specified in its charter)

 

Florida   26-2091212

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

     

3225 McLeod Drive, Suite 100

Las Vegas, Nevada

 

 

89121

(Address of principal executive offices)   (Zip Code)

 

(800) 351-3021

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

None   N/A
Title of each class   Name of each exchange on which registered

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   No 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes   No ☒ 

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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   No 

 

   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   No 

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

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     Accelerated filer  
Non-accelerated filer     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      No

 

Based on the closing price of our common stock as listed on the OTC Bulletin Board, the aggregate market value of the common stock of Music of Your Life, Inc. held by non-affiliates as of November 30, 2016 was $108,634.

 

As of September 11, 2017, there were 2,600,120,431 shares of common stock issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:  None.

 

 

 

 2 

 

TABLE OF CONTENTS
PART I     5
ITEM 1. BUSINESS   5
ITEM 1A. RISK FACTORS   8
ITEM 1B. UNRESOLVED STAFF COMMENTS   8
ITEM 2. PROPERTIES   8
ITEM 3. LEGAL PROCEEDINGS   8
ITEM 4. MINE SAFETY DISCLOSURES   9
PART II     9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES   8
ITEM 6. SELECTED FINANCIAL DATA   13
ITEM 7.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   13
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   38
ITEM 9A. CONTROLS AND PROCEDURES   38
ITEM 9B. OTHER INFORMATION   39
PART III     40
ITEM 10.

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   41
ITEM 11. EXECUTIVE COMPENSATION   42
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE   45
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES   46
PART IV     47
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   47
SIGNATURES     48

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Please see the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,” for a description of special factors potentially affecting forward-looking statements included in this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

PART I

ITEM 1. BUSINESS.

 

Company History

 

Music of Your Life, Inc. (hereafter, “we”, “our”, “us”, “MYL”, or the “Company”) was incorporated on January 30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”), pursuant to which Music of Your Life, Inc. (MYL Nevada) merged with a wholly-owned subsidiary of the Company, and the Company began its current operations as a multi-media entertainment company, producing live concerts, television shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013.

 

Operational Overview

 

Music of Your Life® is an entertainment company that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD radio stations around the country, and across the Internet. Music of Your Life® has been broadcasting since 1978, making it the longest running syndicated music radio network in the world.

 

The Company has recently launched a new subscriber based website, charging a monthly fee for commercial free music programming, and streaming video, including live concerts, and podcasts, featuring shows hosted by celebrities.

 

Terrestrial and Internet Radio Industry Revenue

 

Revenues in the radio broadcasting industry are primarily generated in three categories: (1) over the air commercials (“OTA”); (2) digital sales from on-line streaming apps, websites, and social platforms (“Digital”); and (3) subscription based sales (“Subs”). Music of Your Life now utilizes all three of these revenue models.

 

·OTA revenue for 2016 crept up .09% to $14.1 billion, indicating a leveling-off in the category after several years of decline. - Radio Advertising Bureau 2016 Year-End Report;
·Digital revenue shot up 14% to $811 million for 2016, with an estimated 22% increase for 2017. - Radio Advertising Bureau 2016 Year-End Report.
·Subs based revenue more than doubled in 2016 to $2.49 billion, with more than 22.6 million subscribers, a 109% increase in subscribers over the previous year.

 

For the first time ever, streaming music platforms generated the majority of the U.S. music industry’s revenue - Recording Industry Association of America 2016 Year-End Report.

 

Our Business Strategy

 

Music of Your Life® has several projects underway:

 

·The Company has launched a new subscription based website, featuring several new music channels, streaming video, podcasts, and blogs. The website maintains the Music of Your Life terrestrial simulcast, which is free after a quick sign-up process. Current genres include Country, Rock, Pop, Jazz and a commercial-free version of the Music of Your Life Adult Standards.
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·Additional audio and video channels are currently under development including Comedy, Celebrity Radio, and Celebrity Sports.

 

·The Company recently entered into an agreement with Sterling Venue Ventures for the right to broadcast live concerts from several venues in the Los Angeles, CA area. These live shows can be viewed on the Company’s Live Streaming website page through the Premium Subscription Service.

 

·Music of Your Life has recently entered into an agreement with the House of Blues Recording Studio to record and broadcast new radio shows featuring celebrity guests, and celebrity hosts. The new shows will stream live with audio & video, and available through the Company’s Premium Subscription Service.

 

·A new app for the iPhone and Android platforms is under way, which will feature new music, live & recorded video, and a podcast channel.

 

·The Company is currently producing a Music of Your Life television show to commemorate forty years of broadcasting.

 

Objectives

 

Music of Your Life’s main objective is to reach the consumer with quality content, in the vehicle and on mobile devices with its various audio and video channels of music, sports, news, and podcasts. To distinguish itself from other services, Music of Your Life will expand its list of celebrity on-air personalities to host much of this expanded programming.

 

Another Company key objective is to partner, merge, acquire and/or license the rights to third party companies with their own quality audio and video content to enhance the Music of Your Life® value.

 

Market Advantage

 

Music of Your Life® can be heard on AM, FM, and HD radio stations across the U.S., including 5 of the top 10 markets, and to more than 90 countries worldwide over the Internet. This well-established listener base gives the company a strong market advantage over the typical Internet radio service.

 

Another one of the Company’s key marketing advantages comes from its theory that the listener appreciates an interactive experience to radio with disk jockeys, or show hosts. To that advantage, Music of Your Life has been the voice of many celebrities over the years hosting their own radio shows. This, “Stars Who Play the Stars” marketing approach has proven to be an advantage for the Company’s 45-up demographic that is less interested in an on-line jukebox, such as Pandora, and more interested in a traditional, interactive radio experience.

 

Competition

 

The entertainment industry is highly competitive, and we have limited financial and personnel resources with which to compete. We expect to be at a disadvantage when competing with many firms that have substantially greater financial and management resources and capabilities. Based on the trajectory of the online streaming music industry, we believe a high degree of competition in this industry will continue for the foreseeable future.

 

While Pandora, Spotify, and Apple Music dominate the online streaming jukebox, Sirius stands-out in a small field of Internet radio services featuring DJ’s and on-air personalities that host their own shows. The Music of Your Life model is comparable to the profitable Sirius model, and unlike the failing online jukebox channels.

 

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We believe that we can distinguish the Company from our competition by providing high quality content, and products, with competitive pricing, and compelling branding.

 

Employees

 

As of May 31, 2017, we currently have one full-time employee, Marc Angell our CEO. We currently have seven part-time and full-time independent contractors working with the management of the Company. Additionally, we are planning to hire other employees and contractors. Certain other executive positions have been identified, and we intend to fill these positions. Additional other support staff and other personnel will be hired when there is adequate capital available to do so.

 

We have undertaken preliminary investigations concerning candidates for the above positions and do not currently anticipate difficulty in filling such positions with qualified persons; however we cannot assure you that we will in fact be able to hire qualified persons for such positions when needed. Additional positions to be filled may be identified from time to time by the Company. We expect to be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys and accountants as necessary.

 

The loss of our CEO Marc Angell would likely have a material adverse effect on the Company. We intend to reduce this risk by obtaining key-man insurance in the event that affordable insurance coverage may be obtained. We cannot assure you that the Company will be able to obtain such insurance or that the Company will be successful in recruiting needed personnel.

 

Available Information

 

Music of Your Life, Inc. is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and annual reports, as well as other information with the Securities and Exchange Commission (“Commission”) under File No. 000-54163. Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the Commission throughout the United States. Information about the operation of the Commission’s public reference facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website at http://www.sec.gov that contains reports and other information regarding the Company and other registrants that file electronic reports and information with the Commission.

 

 7 

 

ITEM 1A. RISK FACTORS.

 

Since we are a smaller reporting company, we are not required to supply the information required by this Item 1A.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTIES.      

 

Music of Your Life’s® corporate office is located at 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121, telephone number, 800-351-3021. As the company continues to grow, the facilities and employment-related expenses will likely increase significantly. We believe that our office facilities are suitable and adequate for our operations as currently conducted and contemplated.

 

ITEM 3. LEGAL PROCEEDINGS.

 

The Company currently has no litigation pending, threatened or contemplated, or unsatisfied judgments.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our common stock is listed on the OTCQB under the symbol “MYLI”. We had approximately 2,251 registered holders of our common stock as of May 31, 2017. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price for our common stock on September 7, 2017 was $0.0001 per share.

 

The following table reflects the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTCQB, during the two fiscal years ended May 31:

 

   Price Range(1)
   High  Low
Fiscal May 31, 2017          
Fourth quarter   $0.0003   $0.0001 
Third quarter   $0.0003   $0.0002 
Second quarter   $0.0013   $0.0003 
First quarter   $0.013   $0.01 
           
Fiscal May 31, 2016          
Fourth quarter   $0.02   $0.002 
Third quarter   $0.07   $0.009 
Second quarter   $0.10   $0.131 
First quarter   $0.065   $0.02 

 

____________________

(1)The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

 

Dividends and Distributions

 

We have not paid any cash dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect that that any future earnings will be retained for use in developing and/or expanding our business.

 

Sales of Unregistered Securities

 

On August 18, 2015, the Company issued an aggregate of 2,000,000 shares of unregistered common stock to certain accredited investors in exchange for cash in the aggregate amount of $50,000.

 

On August 18, 2015, the Company issued 1,000,000 shares of its common stock to certain consulting personnel for services provided.

 

On November 4, 2015, the Company issued 500,000 shares of unregistered common stock to an accredited investor in consideration of interest accrued in respect of a $25,000 loan to the Company.

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On January 11, 2016, the Company issued 1,000,000 shares of unregistered common stock to an accredited investor in consideration of the investor making a $25,000 loan to the Company.

 

On February 25, 2016 the Company converted into 2,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on July 20, 2015.

 

On March 8, 2016 the Company converted into 500,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on July 20, 2015.

 

On April 14, 2016, the Company issued 1,000,000 shares of unregistered common stock to an accredited investor in consideration of interest and penalties accrued in respect of a $25,000 loan to the Company.

 

On May 5, 2016, the Company sold 18,400,000 shares of unregistered common stock to an accredited investor for a purchase price of $100,000.

 

On May 9, 2016, the Company converted into 4,722,173 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On May 26, 2016, the Company converted into 5,442,760 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 10, 2016, the Company converted into 5,713,863 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 14, 2016, the Company converted into 5,714,446 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 15, 2016 the Company issued converted into 9,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on July 31, 2015.

 

On June 17, 2016, the Company issued an aggregate of 10,000,000 shares to two consultants of the Company pursuant to the Company’s 2016 Equity Incentive Plan.

 

On June 20, 2016, the Company converted into 5,714,413 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 22, 2016, the Company converted into 6,284,750 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 23, 2016, the Company converted into 6,284,767 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 27, 2016, the Company converted into 6,283,659 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On June 30, 2016, the Company converted into 8,458,790 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On July 6, 2016, the Company converted into 8,458,091 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

 10 

 

On July 12, 2016, the Company converted into 8,400,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On July 14, 2016, the Company converted into 8,450,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On July 15, 2016, the Company converted into 8,438,636 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On July 19, 2016, the Company converted into 7,272,727 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On August 9, 2016, the Company issued an aggregate of 10,000,000 shares to two consultants of the Company pursuant to the Company’s 2016 Equity Incentive Plan.

 

On August 24, 2016, the Company converted into 11,328,671 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On August 29, 2016, the Company converted into 11,426,720 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On September 2, 2016, the Company converted into 11,426,720 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On September 9, 2016, the Company converted into 13,288,300 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on September 25, 2015.

 

On March 2, 2017, the Company converted into 14,674,363 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on March 17, 2016.

 

On March 7, 2017, the Company converted into 83,531,205 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on December 22, 2015.

 

On March 20, 2017, the Company converted into 500,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on August 15, 2014.

 

On March 24, 2017, the Company converted into 107,159,459 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on December 22, 2015.

 

On March 27, 2017, the Company converted into 54,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on December 22, 2015.

 

On April 5, 2017, the Company converted into 100,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on July 31, 2015.

 

On April 5, 2017, the Company converted into 100,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on June 23, 2015.

 

On April 25, 2017, the Company converted into 62,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on June 17, 2016.

 

On April 26, 2017, the Company converted into 111,274,646 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on December 22, 2015.

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On May 3, 2017, the Company converted into 100,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on August 15, 2014.

 

On May 12, 2017, the Company converted into 62,000,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on June 17, 2016.

 

On May 23, 2017, the Company converted into 88,750,000 shares of common stock, a portion of that certain convertible promissory note originally issued by the Company on June 17, 2016.

 

With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

 

Penny Stock Rules

 

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

 

Our shares constitute penny stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in MYL will be subject to the penny stock rules.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

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ITEM 6. SELECTED FINANCIAL DATA.

 

Not required.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.

 

Overview

 

Music of Your Life® is an entertainment company that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD radio stations around the country, and across the Internet. Music of Your Life® has been broadcasting since 1978, making it the longest running syndicated music radio network in the world. The Company has recently launched a new subscriber based website, charging a monthly fee for commercial free music programming, and streaming video, including live concerts, and podcasts, featuring shows hosted by celebrities.

 

Our principal sources of revenues result from selling monthly subscriptions on the Company’s redesigned website.  Expenses which comprise the costs of goods sold include licensing agreements, and royalties, as well as operational and staffing costs related to the management of the Company’s syndicated network. General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

 

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

 

Results of Operations

 

Following is management’s discussion of the relevant items affecting results of operations for the years ended May 31, 2017 and 2016.

 

Revenues. The Company generated net revenues of $4,252 during the year ended May 31, 2017 as compared to $4,616 for the year ended May 31, 2016. Revenues were generated from spot sales, digital sales and subscription based sales from the live radio programming through radio stations around the country.

 

Cost of Sales. Our cost of sales was $-0- for both years ended May 31, 2017 and 2016. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.

 

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Salaries and Consulting Expenses. Salaries and consulting expenses for the year ended May 31, 2017 were $325,750 as compared to $202,500 for the year ended May 31, 2016. During the year ended May 31, 2016, we issued 1,000,000 shares of common stock to consultants during the period which resulted in $33,000 recorded as consulting expenses. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our multi-media entertainment business.

 

Professional Fees. Professional fees for the year ended May 31, 2017 were $164,174 as compared to $107,011 for the year ended May 31, 2016. We anticipate that professional fees will increase in future periods as we scale up our operations.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $178,715 for the year ended May 31, 2017 as compared to $172,039 for the year ended May 31, 2016. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

 

Provision for Impairment of Intangible Assets. During the years ended May 31, 2016 and 2015 the Company paid $59,000 and $158,000, respectively, to the wife of the chief executive officer as deposits for certain trademarks and other intellectual property to be assigned to the Company. Under the agreement, if the Company failed to pay a total of $250,000 by December 31, 2015, the Company was to forfeit all rights, title and interest in the trademarks and intellectual property unless extended by her. As of the date of this filing, the agreement has not been extended but the Company continues to use the intangible assets and is in negotiations to extend the agreement. At May 31, 2016, it was not certain whether the intangible assets will ultimately be assigned to the Company. Further, it was not more likely than not that the Company will be able to generate sufficient future cash flows from those assets to recover any or all of the $243,000 deposits balance. Accordingly, the Company recognized a provision for impairment expense of $243,000 at May 31, 2016 and reduced the net carrying balance of the deposits for acquisition of intangible assets to $-0-.

 

Other Income (Expense). The Company had net other expense of $632,006 for the year ended May 31, 2017 as compared to $510,229 for the year ended May 31, 2016. Other expenses were comprised mainly of interest expenses related to notes payable. For the year ended May 31, 2017 the company incurred $463,699 in interest expense which included the amortization of debt discounts in the amount of $403,610. The Company also incurred expense from derivative liability of $168,307. For the year ended May 31, 2016, the company incurred interest expense of $365,181 and expense from derivative liability of $95,048.

 

Liquidity and Capital Resources

 

As of May 31, 2017, our primary source of liquidity consisted of $10,113 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

 

We have sustained significant net losses which have resulted in an accumulated deficit at May 31, 2017 of $3,672,130 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year ended May 31, 2017 of $1,296,393. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

 

We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

 

 14 

 

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

We believe the following more critical accounting policies are used in the preparation of our financial statements:

 

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation allowances, loss contingencies, income taxes, and projection of future cash flows.

 

Research and Development.  Research and development costs are charged to operations when incurred and are included in operating expenses.

 

Recent Accounting Pronouncements

 

There were various accounting standards and interpretations recently issued, none of which are expected to a have a material impact on the Company's consolidated financial position, operations or cash flows.

 

Forward-Looking Statements

 

This report contains or incorporates by reference forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning our future business plans and strategies, the receipt of working capital, future revenues and other statements that are not historical in nature. In this report, forward-looking statements are often identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could cause actual results to differ materially from those expressed or implied.

 

Other uncertainties that could affect the accuracy of forward-looking statements include:

 

 the worldwide economic situation;
 any changes in interest rates or inflation;
the willingness and ability of third parties to honor their contractual commitments;
our ability to raise additional capital, as it may be affected by current conditions in the  stock market and competition for risk capital;
our capital expenditures, as they may be affected by delays or cost overruns;
environmental and other regulations, as the same presently exist or may later be amended;
our ability to identify, finance and integrate any future acquisitions; and
the volatility of our common stock price.

 

 15 

 

This list is not exhaustive of the factors that may affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations and opinions only as of the date of this report. We do not intend to update these forward looking statements except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

 16 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

CONTENTS
    Page
Report of Independent Registered Public Accounting Firm   18
     
Consolidated Balance Sheets   19
     
Consolidated Statements of Operations   20
     
Consolidated Statements of Stockholders’ Deficit   21
     
Consolidated Statements of Cash Flows   22
     
Notes to the Consolidated Financial Statements   23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 17 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of

Music of Your Life, Inc.

 

I have audited the accompanying consolidated balance sheets of Music of Your Life, Inc. (the “Company”) as of May 31, 2017 and 2016 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

 

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audits provide a reasonable basis for my opinion.

 

In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Music of Your Life, Inc. as of May 31, 2017 and2016 and the consolidated results of their operations and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

 

 

Freeport, New York

September 13, 2017

 

 

 18 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Balance Sheets
 
ASSETS
   May 31,  May 31,
   2017  2016
       
CURRENT ASSETS          
           
Cash and cash equivalents  $10,113   $24,213 
Loans receivable from related party   15,950    15,950 
           
Total Current Assets   26,063    40,163 
           
OTHER ASSETS          
           
Deposits for acquisition of intangible assets (less allowance for          
  impairment of $243,000 and $243,000, respectively)   —      —   
Music inventory   13,862    8,019 
Trademark   7,340    5,290 
           
Total Other Assets   21,202    13,309 
           
TOTAL ASSETS  $47,265   $53,472 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
           
Accounts payable  $12,292   $8,970 
Accrued interest payable on notes payable   59,489    91,804 
Accrued consulting fees   171,550    61,800 
Notes payable   733,562    466,096 
Notes payable to related parties   12,261    4,761 
Derivative liability   662,091    270,298 
           
Total Current Liabilities   1,651,245    903,729 
           
TOTAL LIABILITIES   1,651,245    903,729 
           
STOCKHOLDERS' DEFICIT          
           
Preferred Stock, $0.0001 par value; 20,000,000 shares          
 authorized, 200 and 200 shares issued and outstanding   —      —   
Common stock, $0.0001 par value; 10,000,000,000 shares          
 authorized, 2,409,170,431 and 124,211,492 shares issued          
 and outstanding, respectively   240,917    12,421 
Common stock payable - 300,000 shares   8,460    8,460 
Additional paid-in-capital   1,818,773    1,504,599 
Accumulated deficit   (3,672,130)   (2,375,737)
           
Total Stockholders' Deficit   (1,603,980)   (850,257)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $47,265   $53,472 
           
The accompanying notes are an integral part of these financial statements

 

 19 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Statements of Operations
 
   For the Year Ended
   May 31,
   2017  2016
       
NET REVENUES  $4,252   $4,616 
           
OPERATING EXPENSES          
           
Salaries and Consulting fees (including stock-based compensation          
 of $96,900 and $33,000, respectively)   325,750    202,500 
Professional fees   164,174    107,011 
Selling, general and administrative   178,715    172,039 
Provision for impairment of intangible assets   —      243,000 
           
Total Operating Expenses   668,639    724,550 
           
LOSS FROM OPERATIONS   (664,387)   (719,934)
           
OTHER INCOME (EXPENSES)          
           
Income (expense) from derivative liability   (168,307)   (95,048)
Interest expense (including amortization of debt discounts          
  of $403,610 and $222,197 respectively)   (463,699)   (365,181)
Promissory Note issued to entity for services relating to          
  Equity Financing Agreement   —      (50,000)
           
Total Other Income (Expenses)   (632,006)   (510,229)
           
LOSS BEFORE INCOME TAXES   (1,296,393)   (1,230,163)
           
INCOME TAX EXPENSE   —      —   
           
NET LOSS  $(1,296,393)  $(1,230,163)
           
BASIC AND DILUTED:          
Net loss per common share  $(0.00)  $(0.01)
           
Weighted average shares outstanding   842,677,919    95,028,464 
           
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

 

 20 

MUSIC OF  YOUR LIFE, INC.
Consolidated Statements of Stockholders' Deficit
For the Period from June 1, 2015 to May 31, 2017
                         
                        Total
   Preferred Stock  Common Stock  Common Stock  Additional  Accumulated  Stockholders'
   Shares  Amount  Shares  Amount  Payable  Paid-in Capital  Deficit  Deficit
                         
Balance, June 1, 2015   —      —      83,446,559    8,345    —      973,339    (1,145,574)   (163,890)
                                         
Common stock issued as part of Promissory Note loans   —      —      7,700,000    770    —      116,406    —      117,176 
                                         
Common shares issued for services   —      —      1,000,000    100    —      32,900    —      33,000 
                                         
Common stock to be issued for late fees on promissory notes   —      —      —      —      33,460    —      —      33,460 
                                         
Common stock issued for late fees on promissory notes   —      —      1,000,000    100    (25,000)   24,900    —      —   
                                         
Common stock issued for conversion of debt   —      —      10,164,933    1,016    —      11,544    —      12,560 
                                         
Common shares issued for cash   —      —      20,900,000    2,090    —      110,510    —      112,600 
                                         
Debt ($150,000) and accrued interest ($75,000) satisfied from December 2015 foreclosure of property securing February 2013 Promissory Note   —      —      —      —      —      225,000    —      225,000 
                                         
Preferred shares issued for services   200    —      —      —           10,000    —      10,000 
                                         
Net loss for the year ended                                        
May 31, 2016   —      —      —      —      —      —      (1,230,163)   (1,230,163)
                                         
Balance, May 31, 2016   200    —      124,211,492    12,421    8,460    1,504,599    (2,375,737)   (850,257)
                                         
Common stock issued for conversion of debt   —      —      1,671,958,939    167,196    —      93,195    —      260,391 
                                         
Common shares issued for services   —      —      113,000,000    11,300    —      85,600    —      96,900 
                                         
Common shares issued for cash   —      —      500,000,000    50,000    —      (10,000)   —      40,000 
                                         
Beneficial conversion feature of convertible notes issued   —      —      —      —      —      145,379    —      145,379 
                                         
Net loss for the year ended                                        
May 31, 2017   —      —      —      —      —      —      (1,296,393)   (1,296,393)
                                         
Balance, May 31, 2017   200   $—      2,409,170,431   $240,917   $8,460   $1,818,773   $(3,672,130)  $(1,603,980)
                                         
The accompanying notes are an integral part of these financial statements

           

 

 

 21 

MUSIC OF YOUR LIFE, INC.
Consolidated Statements of Cash Flows
 
   For the Years Ended
   May 31,
   2017  2016
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
           
Net loss   (1,296,393)  $(1,230,163)
Adjustments to reconcile net loss to net          
 cash used by operating activities:          
Provision for impairment of intangible assets   —      243,000 
Preferred stock issued for services   —      10,000 
Common stock payable for late fees   —      33,460 
Common stock issued for services   96,900    33,000 
Promissory Note issued to entity for services relating to          
  Equity Financing Agreement   —      50,000 
Expense (income) from derivative liability   168,307    95,048 
Amortization of debt discounts   403,610    222,197 
Changes in operating assets and liabilities:          
Music inventory   (5,843)   (3,874)
Accounts payable   17,280    (2,954)
Accrued interest payable on notes payable   60,089    80,275 
Accrued consulting fees   109,750    61,500 
           
Net Cash Used by Operating Activities   (446,300)   (408,511)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
           
Deposits for acquisition of intangible assets   —      (59,000)
Trademark   (2,050)   (1,075)
           
Net Cash Used by Investing Activities   (2,050)   (60,075)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
           
Proceeds from sale of common stock   40,000    112,600 
Proceeds from notes payable   414,250    447,750 
Proceeds from notes payable to related parties   7,500    —   
Payments on notes payable   (27,500)   (82,500)
           
Net Cash Provided by Financing Activities   434,250    477,850 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS   (14,100)   9,264 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   24,213    14,949 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD   10,113   $24,213 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash Payments For:          
Interest   —     $29,250 
Income taxes   —     $—   
           
Non-cash investing and financing activities:          
Initial derivative liability charged to debt discounts   223,485   $175,250 
Conversion of debt and accrued interest into common stock   260,391   $12,560 
Beneficial conversion feature of convertible notes issued          
 recorded as debt discount and credited to additional paid-in capital   145,379   $—   
Conversion of notes payable ($67,750) and accrued interest          
 ($67,500) into convertible notes payable   135,250   $—   
Common stock issued as part of Promissory Note loans recorded          
  as debt discounts and credited to common stock and additional          
  paid in capital   —     $117,176 
Debt ($150,000) and accrued interest ($75,000) satisfied from          
  December 2015 foreclosure of property securing February          
  2013 Promissory Note   —     $225,000 
           
The accompanying notes are an integral part of these financial statements

 

 22 

NOTE 1 -ORGANIZATION

 

Music of Your Life, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. Each shareholder of MYL Nevada received ten (10) shares of common stock of the Company for every one (1) share of MYL Nevada held as of May 31, 2013. In accordance with the terms of the merger agreement, all of the shares of MYL Nevada held by MYL Nevada shareholders were cancelled and 100 shares of MYL Nevada were issued to the Company. 34,860,000 shares of common stock of the Company were issued to the MYL Nevada shareholders. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., and is now operating a multi-media entertainment company, producing live concerts, television shows and radio programming. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. A total of 20,000,000 shares were issued to the shareholders of iRadio. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership.

 

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

 

a.       Accounting Method

 

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end.

 

b.       Cash and Cash Equivalents

 

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

 

c.       Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 23 

 

d.       Basic and Fully Diluted Net Loss per Share of Common Stock

 

In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable and common stock purchase warrants) have not been included and calculated for the year end computations as their effect is antidilutive.

 

e.       Revenue Recognition

 

Revenue is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectability is reasonably assured. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues.

 

f.       Recent Accounting Pronouncements

 

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended May 31, 2017 and 2016.

 

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

 

g.       Income Taxes

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 24 

 

 

At May 31, 2017, the Company had net operating loss carryforwards of approximately $2,324,331 which may be offset against future taxable income through 2037. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

 

Net deferred tax assets consist of the following components as of May 31, 2017 and 2016:

 

   May 31, 2017  May 31, 2016
Deferred tax assets:          
NOL Carryover  $790,273   $576,897 
Valuation allowance   (790,273)   (576,897)
Net deferred tax asset  $—     $—   

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income for the years ended May 31, 2017 and 2016 due to the following:

 

   May 31, 2017  May 31, 2016
Expected tax (benefit) at 34%  $(440,774)  $(418,255)
Non-deductible provision for impairment   —      82,620 
Non-deductible stock-based expenses   32,946    25,996 
Non-deductible expense (non-taxable income) from derivative liability   57,225    32,316 
Non-deductible amortization of debt discounts   137,227    75,547 
Change in valuation allowance   213,376    201,776 
Provision for income taxes  $—     $—   

 

 25 

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

    Year Ended May 31, 2017    Year Ended May 31, 2016 
Beginning balance  $—     $—   
Additions based on tax positions related to current year   —      —   
Additions for tax positions of prior years   —      —   
Reductions for tax positions of prior years   —      —   
Reductions in benefit due to income tax expense   —      —   
Ending balance  $—     $—   

 

At May 31, 2017, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

 

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

 

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  As of May 31, 2017, the Company had no accrued interest or penalties related to uncertain tax positions.

 

h.      Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2017.

 

i.       Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated.

 

j.       Advertising

 

Advertising costs, which are expensed as incurred, were $4,578 and $13,709 for the years ended May 31, 2017 and 2016, respectively.

 

 26 

NOTE 3 - FINANCIAL INSTRUMENTS

 

The Company has adopted FASB ASC 820-10-50, “Fair Value Measurements.”  This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  

 

NOTE 4 - LOANS RECEIVABLE – RELATED PARTY

 

During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans are non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 10). As of May 31, 2017, the balance due on this loan was $15,950.

 

NOTE 5 –DEPOSITS FOR ACQUISITION OF INTANGIBLE ASSETS

 

During the years ended May 31, 2016 and 2015 the Company paid $59,000 and $158,000, respectively, to the wife of the chief executive officer as deposits for certain trademarks and other intellectual property to be assigned to the Company. Under the agreement, if the Company failed to pay a total of $250,000 by December 31, 2015, the Company was to forfeit all rights, title and interest in the trademarks and intellectual property unless extended by her. As of the date of this filing, the agreement has not been extended but the Company continues to use the intangible assets and is in negotiations to extend the agreement.

 

At May 31, 2016, it was not certain whether the intangible assets will ultimately be assigned to the Company. Further, it was not more likely than not that the Company will be able to generate sufficient future cash flows from these assets to recover any or all of the $243,000 deposits balance. Accordingly, the Company recognized a provision for impairment expense of $243,000 at May 31, 2016 and reduced the net carrying balance of the deposits for acquisition of intangible assets to $-0-.

 

NOTE 6 - MUSIC INVENTORY

 

The Company purchases digital music to broadcast over the radio and internet. During the year ended May 31, 2017, the Company purchased $5,843 worth of music inventory. The amount of music inventory held at May 31, 2017 was $13,862.

 27 

 

NOTE 7 -NOTES PAYABLE

 

Notes payable consisted of the following:

 

   May 31,
2017
  May 31,
2016
Notes payable to a corporation, non-interest bearing, due on demand, unsecured  $63,750   $30,000 
Note payable to an individual, stated interest of $15,000, due on October 15, 2014 (A)    —      50,000 
Note payable to an individual, due on May 22, 2015, in default (B)   25,000    25,000 
Note payable to an individual, non-interest bearing, due on August 23, 2015 (C)   —      25,000 
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)   50,000    50,000 
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)   7,000    25,000 
Note payable to an individual, stated interest of $2,500, due on October 31, 2015 (F)    —      25,000 
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)    50,000    50,000 
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)    50,000    50,000 
Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (I)    25,000    25,000 
Convertible note payable to an entity, interest at 10%, due on June 25, 2016 (J)   —      36,826 
Note payable to an individual, stated interest of $2,500, due on December 18, 2015, in default (K)    25,000    25,000 
Convertible note payable to an entity, interest at 12%, due on December 22, 2016 (L)   —      8,798 
Convertible note payable to an entity, interest at 12%, due on December 22, 2016, in default (M)   20,000    8,415 
Convertible note payable to an entity, interest at 10%, due on November 12, 2016 (N)   —      14,122 
Convertible note payable to an entity, interest at 10%, due on November 12, 2016 (O)   —      17,935 
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)   25,000    —   
Convertible note payable to an entity, interest at 10%, due on March 17, 2017, in default (Q)    46,126    —   
Convertible note payable to an entity, interest at 10%, due on June 13, 2017 (R)    56,250    —   
 28 
Convertible note payable to an entity, interest at 10%, due on April 21, 2017 – net of discount of $1,940 and $-0-, respectively (S)    38,810    —   
Convertible note payable to an entity, interest at 12%, due on August 16, 2017 – net of discount of $13,256 and $-0-, respectively (T)    33,744    —   
Convertible note payable to an entity, interest at 12%, due on October 31, 2017 – net of discount of $20,288 and $-0-, respectively (U)    26,462    —   
Convertible note payable to an individual, interest at 10%, due on demand (V)    59,820    —   
Convertible note payable to an individual, interest at 8%, due on demand (W)    29,000    —   
Convertible note payable to an individual, interest at 8%, due on demand (X)    21,500    —   
Convertible note payable to an entity, interest at 10%, due on demand (Y)    8,600    —   
Notes payable to individuals, non-interest bearing, due on demand   72,500    —   
Total Notes Payable   733,562    466,096 
Less: Current Portion   (733,562)   (466,096)
Long-Term Notes Payable  $—     $—   

 

(A) On August 15, 2014, the Company issued a $50,000 Promissory Note with a stated interest amount of $15,000 due at maturity on October 14, 2014. The Company also issued 350,000 shares of common stock, valued at $52,500, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $25,610. This amount was amortized over the 60 days life of the promissory note. See (V) below.

 

(B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company also agreed to issue 500,000 shares of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note.

 

(C) On June 23, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing, due at maturity on August 23, 2015. The Company also agreed to issue 500,000 shares of common stock, valued at $20,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $11,111. This amount was amortized over the 60 days life of the promissory note. See (W) below.

 29 

 

 

(D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and is due on February 1, 2016.

 

(E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note.

 

(F) On July 31, 2015, the Company issued a second $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note. See (X) below.

 

(G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company also agreed to issue 2,000,000 shares of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $30,159. This amount was amortized over the 75 days life of the promissory note.

 

(H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. The Company also agreed to issue 2,000,000 shares of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $27,273. This amount was amortized over the 75 days life of the promissory note.

 

(I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. The Company also agreed to issue 1,000,000 shares of common stock, valued at $30,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares of common stock to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016.

 

(J) On September 25, 2015, the Company issued a $55,750 Convertible Promissory Note to a lender for net loan proceeds of $45,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on June 25, 2016, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (a) 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date or (b) $.00605 per share. See Note 9 (Derivative Liability).

 

 30 

 

(K) On November 13, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 18, 2015. The Company also agreed to issue 200,000 shares of common stock, valued at $6,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $4,839. This amount was amortized over the 35 days life of the promissory note. In the event that all principal and interest are not paid to the lender by December 18, 2015, the Company is obligated to pay late fees of 5,000 shares of common stock per day for the first 60 days after December 18, 2015, and beginning with the 61st day after December 18, 2015, any balance owed shall accrue interest at a rate of 10% per annum.

 

(L) On December 22, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bore interest at a rate of 12% per annum, was due on December 22, 2016, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 

(M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 22, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 

(N) On February 12, 2016, the Company issued a $35,500 Convertible Promissory Note to a lender for net loan proceeds of $27,000. The note bore interest at a rate of 10% per annum (24% per annum default rate), was due on November 12, 2016, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (a) 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date or (b) $.00605 per share. See Note 9 (Derivative Liability).

 

(O) On March 17, 2016, the Company issued a $44,000 Convertible Promissory Note to a lender for net loan proceeds of $30,000. The note bore interest at a rate of 10% per annum (24% per annum default rate), was due on September 17, 2016, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (a) 65% of the lowest Trading Price during the 30 Trading Day period prior to the Conversion Date or (b) 65% of the lowest Market Price during the 30 day Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 

(P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.

 

(Q) On June 17, 2016, the Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

 

(R) On July 21, 2016, the Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), is due on April 21, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share.

 

 31 

 

(S) On September 13, 2016, the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), is due on June 13, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share.

 

(T) On November 16, 2016, the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), is due on August 16, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

 

(U) On January 31, 2017, the Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), is due on October 31, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

 

(V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on the promissory note described in (A) above. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share.

 

(W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on the promissory note described in (C) above. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

 

(X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on the promissory note described in (F) above. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

 

(Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.

 

 32 

 

NOTE 8 - NOTES PAYABLE – RELATED PARTIES

 

Notes payable – related parties consisted of the following:

 

   May 31,
2017
  May 31,
2016
Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured  $10,188   $2,688 
Note payable to Company law firm, non-interest bearing, due on demand, unsecured    2,073    2,073 
 Total Notes Payable   12,261    4,761 
Less: Current Portion   (12,261)   (4,761)
 Long-Term Notes Payable  $—     $—   

 33 

 

NOTE 9 – DERIVATIVE LIABILITY

 

The derivative liability at May 31, 2017 and 2016 consisted of:

 

   May 31, 2017  May 31, 2016
   Face Value  Derivative Liability  Face Value  Derivative Liability
Convertible note payable issued September 25,2015, due June 25, 2016 (J)   $—     $—     $36,826   $50,218 
Convertible note payable issued December 22, 2015, due December 22, 2016 (L)    —      —      20,000    44,000 
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)    20,000    60,000    20,000    44,000 
Convertible note payable issued February 12, 2016, due November 12, 2016 (N)    —      —      35,500    67,773 
Convertible note payable issued March 17, 2016, due September 17, 2016 (O)    —      —      44,000    64,307 
Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)   46,127    121,607    —      —   
Convertible note payable issued November 16, 2016, due August 16, 2017 (T)   47,000    166,098    —      —   
Convertible note payable issued November 16, 2016, due August 16, 2017 (U)   46,750    168,552    —      —   
Convertible note payable issued April 5, 2017, due on demand (W)   29,000    81,667    —      —   
Convertible note payable issued April 5, 2017, due on demand (X)   21,500    64,167    —      —   
Totals  $367,197   $662,091   $156,326   $270,298 

 

The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.

 34 

 

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2017 include (1) stock price of $0.0002 per share, (2) exercise prices ranging from $0.00005 to $0.00006 per share, (3) terms ranging from 0 days to 92 days, (4) expected volatility of 490% and (5) risk free interest rates ranging from 0.86% to 0.98%.

 

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2016 include (1) stock price of $0.0023 per share, (2) exercise prices ranging from $0.0010 to $0.0013 per share, (3) terms ranging from 25 days to 212 days, (4) expected volatility of 445% and (5) risk free interest rates ranging from 0.27% to 0.49%.

 

NOTE 10 - EQUITY TRANSACTIONS

 

During the year ended May 31, 2016, the Company issued an aggregate of 7,700,000 shares of common stock to accredited investors in consideration of loans made to the Company.

 

During the year ended May 31, 2016, the Company issued an aggregate of 1,000,000 shares of common stock for consulting services rendered to the Company and was recorded as consulting fees on the statement of operations in the amount of $33,000.

 

During the year ended May 31, 2016, the Company issued 1,000,000 shares of common stock for late fees on promissory notes.

 

During the year ended May 31, 2016, the Company issued an aggregate of 10,164,933 shares of common stock for the conversion of notes payable and interest in the aggregate amount of $12,560.

 

During the year ended May 31, 2016, the Company issued an aggregate of 20,900,000 shares of common stock for cash in the aggregate amount of $112,600.

 

On March 4, 2016, the Company issued 200 shares of Series A Preferred Stock to our chief executive officer for consulting services rendered to the Company and was recorded as consulting fees on the statement of operations in the amount of $10,000. Each share of Series A Preferred Stock was entitled to 2,000,000 votes. The Series A Preferred Stock had no conversion, liquidation, or dividend rights.

 

On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights.

 

During the year ended May 31, 2017, the Company issued an aggregate of 1,671,958,939 shares of common stock for the conversion of notes payable and interest in the aggregate amount of $260,391.

 

During the year ended May 31, 2017, the Company issued an aggregate of 113,000,000 shares of common stock for consulting services rendered to the Company and was recorded as consulting fees on the statement of operations in the amount of $96,900.

 

During the year ended May 31, 2017, the Company issued an aggregate of 500,000,000 shares of common stock for cash in the aggregate amount of $40,000.

 35 

 

At May 31, 2017 and 2016, there are no stock options or warrants outstanding.

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

Service Agreements

 

On November 5, 2012, the Company executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party. Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 4). On May 31, 2015, this agreement was terminated.

 

On March 1, 2017, the Company executed a Consulting Agreement with the Company’s chief executive officer. The agreement provides for monthly compensation of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the years ended May 31, 2017 and 2016, the chief executive officer was paid $136,500 and $-0-, respectively.

 

On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause.

 

Effective September 1, 2015, the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate this Consulting Agreement at any time without cause.

 

Equity Purchase Agreement

 

On July 24, 2015, the Company executed an Equity Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC (“Kodiak”) and issued a Promissory Note to Kodiak with a $50,000 face value for services rendered in association with the Equity Purchase Agreement (see (D) on Note 7). The Equity Purchase Agreement (which expired July 24, 2016) provided for Kodiak to purchase up to $1,000,000 of the Company’s common stock to be sold at a 30% discount to market. The Company was required to file and have declared effective a Registration Statement with the SEC relating to these shares. The Company initially filed a Registration Statement with the SEC on October 9, 2015; the amended Registration Statement was declared effective on February 17, 2016.

 36 

 

NOTE 12 - GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At May 31, 2017, the Company had negative working capital of $1,625,182 and an accumulated deficit of $3,762,130. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2018 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.

 

The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.

 

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 13 - SUBSEQUENT EVENTS

 

On June 30, 2017 and August 2, 2017, the Company issued an aggregate of 190,950,000 shares of common stock for the conversion of debt.

 

 

 

 37 

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

 

N/A – No change in accountant for the annual period ended May 31, 2017 and to present.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

 

As of May 31, 2017, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report because there was no segregation of the duties with only a sole member in our management team. Our board of directors has only one member. We do not have a formal audit committee.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of May 31, 2017, our internal control over financial reporting is ineffective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control

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over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

None.

 

ITEM 9B. OTHER INFORMATION.

 

None.

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Board of Directors

 

Our board of directors consists of the following individual:

 

Name and Year First Elected Director(1)   Age   Background Information

Marc Angell

(2013)

   58  

Mr. Angell, age 57, has been the Chief Executive Officer of Music of Your Life, Inc., since November 2012. Mr. Angell acquired the well-known Music of Your Life trademark in 2008, and in 2009 formed Global Radio Network, Inc as its CEO to operate the syndicated radio network known as Music of Your Life. In November 2012, Angell formed Music of Your Life, Inc. as an entertainment company to capitalize on the growth and development of the Music of Your Life trademark and branding, including radio, TV, live concerts, and merchandising. Angell has entered into deals with Time-Life for music catalogs. Mr. Angell, was a director of Wireless Village, Inc., a telecommunications solution provider, and Concierge Technologies, Inc. from June, 2004 to January, 2008. In 2000, Mr. Angell became the founder and President of Planet Halo, a wireless telecommunications company, until he sold it in May, 2004 to the public company Concierge Technologies, Inc. (OTC:BB CNCG). In January 1990 Mr. Angell founded Angellcom, a supplier and distributor of one-way paging devices in the U.S. He remained its CEO until 1999. Mr. Angell conceptualized, designed and marketed both the one-way pagers for Angellcom and the Halo device for Planet Halo. During the 1990s, Mr. Angell was also involved in the land mobile radio business as a license holder and manager of 220MHz radio systems throughout the United States and Mexico.

 

 

(1) The business address of each of our directors is 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121

 

Director Independence

 

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 

·                     the director is, or at any time during the past three years was, an employee of the company;

 

·                     the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

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·                     a family member of the director is, or at any time during the past three years was, an executive officer of the company;

 

·                     the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

 

·                     the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee. We do however have a code of ethics that applies to our officers, employees and director.

 

Compensation of Directors

 

Although we anticipate compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.

 

Board of Directors Meetings and Committees

 

Although various items were reviewed and approved by the Board of Directors via unanimous written consent during fiscal year ended May 31, 2017, the Board held no in-person meetings.

 

We do not have Audit or Compensation Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.

 

Changes in Procedures by which Security Holders May Recommend Nominees to the Board

 

Any security holder who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board of Directors. The letter should be signed, dated and include the name and address of the security holder making the recommendation, information to enable the Board to verify that the security holder was the holder of record or beneficial owner of the company’s securities as of the date of the letter, and the name, address and resumé of the potential nominee. Specific minimum qualifications for directors and director nominees which the Board believes must be met in order to be so considered include, but are not limited to, management experience, exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties. There have been no changes to the procedures by which a security holder may recommend a nominee to the Board during our most recently ended fiscal year.

 

Executive Officers

 

Marc Angell is our sole executive officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial officer. Further information pertaining to Mr. Angell’s business background and experience is contained in the section above marked DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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Section 16(a) Beneficial Ownership Reporting Compliance

 

We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

 

To our knowledge, during the fiscal year ended May 31, 2017, based solely upon a review of such materials as are required by the Securities and Exchange Commission, no other officer, director, or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Exchange Act of 1934.

 

Code of Ethics

 

The Company expects that its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications made by the Company.  

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The following table summarizes the total compensation for the two fiscal years ended May 31, 2017 of each person who served as our principal executive officer or principal financial and accounting officer collectively, (the “Named Executive Officers”) including any other executive officer who received more than $100,000 in annual compensation from the Company. We did not award cash bonuses, stock options or non-equity incentive plan compensation to any Named Executive Officer during the two fiscal years ended May 31, 2017; thus these items are omitted from the table below:

 

Summary Compensation Table

 

Name and Principal Position

 

 

Fiscal Year

 

 

Salary

 

 

Stock Awards

  All Other Compensation (1) 

 

Total

Marc Angell     2017   $—     $—     $136,500   $—   
Chief Executive Officer     2016   $—      $   10,000 (2)   $—     $10,000 
Secretary                           

 

(1)Consulting fees . See Note 11 to the financial statements.
(2)On March 4, 2016, the Company issued 200 shares of Series A Preferred Stock to Mr. Angell.

 

There is no other arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as such.

 

Outstanding Equity Awards at Fiscal Year-End

 

Except for (2) above, there were no grants or equity awards to our Named Executive Officers or directors during the fiscal year ended May 31, 2017.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of September 11, 2017. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121. As of September 11, 2017, there were 2,600,120,431 shares of common stock issued and outstanding, and 200 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock

 

Name

 
 

Sole

Voting and

Investment

Power

 
 

Other

Beneficial

Ownership

 
 

Total

 
 

Percent of

Class

Outstanding

 
Jacquie Angell(1)    0    39,112,422    39,112,422    1.5%
Marc Angell(2)    0    39,112,422    39,112,422    1.5%
All directors/director nominees and executive officers as a group (1 person)    0    39,112,422    39,112,422    1.5%

 

 

(1)Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 20,000,000 shares of common stock she granted to the Angell Family Trust, and 19,112,422 shares of common stock granted by her husband, Marc Angell, to the Angell Family Trust.
(2)CEO/Chairman of the Board of Directors and spouse of shareholder, Jacquie Angell. Includes 19,112,422 shares of common stock he granted to the Angell Family Trust, and 20,000,000 shares of common stock his wife, Jacquie Angell, granted to the Angell Family Trust. Excludes 200 shares of Series A Preferred Stock held by Mr. Angell which have super-voting rights, but no conversion, dividend, or liquidation rights. If the votes of the Series A Preferred Stock were taken into account, Mr. Angell would beneficially hold approximately 80% of the voting securities of the Company.

 

Limitation of Liability of Directors and Officers; Indemnification and Advance of Expenses

 

Pursuant to our charter and under Section 607.0850 of the 2012 Florida Statutes (hereafter, the “Statutes”), our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Florida law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.

 

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We intend to enter into indemnification agreements with certain of our current directors and officers. The indemnification agreement will indemnify the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at our request as a director, officer, employee or agent of another entity. If appropriate, we will be entitled to assume the defense of the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume the defense of such claim.

 

The Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Florida Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

 

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue

 

Provisions of Our Charter and Bylaws

 

Our charter and bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

 

Change of Control

 

On February 26, 2013, Marc Angell purchased a controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders. Mr. Angell purchased 19,112,422 shares of Common Stock from Li Wang for $100,000.

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On May 31, 2013, the closing date of the Merger Agreement, the Registrant consummated the transactions contemplated by the Merger Agreement pursuant to which, each shareholder of MYL Nevada received ten (10) shares of the Company’s common stock for every share (1) of MYL Nevada held as of May 31, 2013. In accordance with the terms of the Merger Agreement, all of the shares of MYL Nevada held by MYL Nevada shareholders were cancelled and 100 shares of MYL Nevada were issued to the Company. As a result of the Merger Agreement an aggregate of 34,860,000 shares of common stock of the Company were issued to the MYL Nevada shareholders. Subsequent to the Merger Agreement, Marc Angell, our CEO, has continued to have beneficial voting control of the Company.

 

Other than the transactions and agreements disclosed in this Report, the Registrant knows of no arrangements which may result in a change of control of the Registrant.

 

No officer, director, promoter or affiliate of the Registrant has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired by the Registrant through security holdings, contracts, options or otherwise.

 

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

 

Certain Relationships and Related Transactions

 

On May 20, 2014 (the “Closing Date”), Music of Your Life, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, and iRadio, Inc., a Utah corporation ("iRadio"), pursuant to which the Company merged with iRadio. The Company was the surviving corporation. Each shareholder of iRadio received one (1) share of common stock of the Company for every one (1) share of iRadio common stock held as of May 20, 2014. In accordance with the terms of the merger agreement, all of the shares of iRadio held by iRadio shareholders were cancelled, and 20,000,000 shares of common stock of the Company will be issued to the iRadio shareholders. A majority of these shares, 10 million shares of common stock of the Company were issued to Jacquie Angell, an affiliate of the Company. This is considered a related party transaction. The iRadio merger included two Registered Trademarks: (1) USPTO Reg. No. 4296661, Class 09 – Digital media streaming devices, Internet radios, Mobile radios, Radio receivers, Radios, Vehicle radios, Wireless broadband radios; and (2) USPTO Reg. No. 4162576, Class 38 – Internet broadcasting services, Internet radio broadcasting services, namely, transmission of audio material via the Internet, Radio broadcasting, Streaming of audio material on the Internet. The business purpose of this transaction was to enable the Company to claim a stake in the growing Internet radio category. As the Company’s core business of providing syndicated programming to AM and FM radio stations across the country continues to decline, in both the number of radio stations using the service, and the rates that can be charged for commercials, we decided to make a change in focus, to Internet streaming services. This will allow the Company to participate in the growing revenue in the digital ad landscape, and in the subscription based Internet streaming model.

 

On March 4, 2016, the Board of Directors of Music of Your Life, Inc., a Florida corporation (the “Company”) issued all 200 previously authorized but unissued shares of Series A Preferred Stock (the “Preferred Stock”) to the Company’s sole officer and director Marc Angell. At September 11, 2017, the Preferred Stock collectively holds 80% of the total voting power of the Company.

 

On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

The following table sets forth fees invoiced by our independent registered accounting firm Michael T. Studer, CPA P.C. during the fiscal years ended May 31, 2017 and 2016:

 

   2017  2016
Audit Fees  $26,500   $25,000 
Audit Related Fees   -0-    -0- 
Tax Fees   -0-    -0- 
All Other Fees   -0-    -0- 
Total Fees  $26,500   $25,000 

 

It is the policy of the Board of Directors, which presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct our financial audit and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services of the independent registered accounting firms reflected above were pre-approved by the Board of Directors.

 

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PART IV

 

ITEM 15. EXHIBITS.

 

The following exhibits are filed with or incorporated by referenced in this report:

 

Exhibit Number   Description
2.1   Merger Agreement by and between Zhong Sen International Tea Company, Music of Your Life, Inc., Music of Your Life Merger Sub, Inc. dated May 31, 2013(incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on June 5, 2013).
3.1   Amended and Restated Articles of Incorporation dated July 21, 2016.
14.1   Code of Ethics for the Registrant
21.1   Subsidiaries of the Registrant
31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Marc Angell.
32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Marc Angell.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    MUSIC OF YOUR LIFE, INC.
     
     
  /s/ Marc Angell
Dated: September 13, 2017 By: Marc Angell, Chief Executive Officer, and Principal Financial Officer

 

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

/s/ Marc Angell   Chief Executive Officer September 13, 2017
Marc Angell    

 

 

//s/ Marc Angell   Director September 13, 2017
Marc Angell    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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