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Marquie Group, Inc. - Quarter Report: 2018 February (Form 10-Q)



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)
   
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended February 28, 2018
   
TRANSITION REPORT PURSUANT TO 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. Employee Identification No.)
     

3225 McLeod Drive, Suite 100

Las Vegas, Nevada

  89121
(Address of principal executive office)   (Zip Code)

 

(800) 351-3021

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer 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 Web site, 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 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 (Do not check if smaller reporting company) 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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of April 20, 2018, there were 3,524,441,577 shares of $0.0001 par value common stock, issued and outstanding.

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION  
   
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation 14
Item 3: Quantitative and Qualitative Disclosures about Market Risk 16
Item 4: Controls and Procedures 16
   
PART II: OTHER INFORMATION  
   
Item 1: Legal Proceedings 17
Item 1A: Risk Factors 17
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3: Defaults Upon Senior Securities 17
Item 4: Mine Safety Disclosures 17
Item 5: Other Information 17
Item 6: Exhibits 18
   
SIGNATURES 18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2 
 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

 

MUSIC OF YOUR LIFE, INC.
Consolidated Balance Sheets
 
ASSETS
   February 28,  May 31,
   2018  2017
   (Unaudited)   
       
CURRENT ASSETS          
           
Cash and cash equivalents  $5,679   $10,113 
Loans receivable from related party   15,950    15,950 
           
Total Current Assets   21,629    26,063 
           
OTHER ASSETS          
           
Music inventory   16,430    13,862 
Trademark   7,665    7,340 
           
Total Other Assets   24,095    21,202 
           
TOTAL ASSETS  $45,724   $47,265 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT
           
CURRENT LIABILITIES          
           
Accounts payable  $11,808   $12,292 
Accrued interest payable on notes payable   148,102    59,489 
Accrued consulting fees   245,350    171,550 
Notes payable   950,855    733,562 
Notes payable to related parties   26,161    12,261 
Derivative liability   512,152    662,091 
           
Total Current Liabilities   1,894,428    1,651,245 
           
TOTAL LIABILITIES   1,894,428    1,651,245 
           
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, 3,139,441,577 and 2,409,170,431 shares issued          
 and outstanding, respectively   313,944    240,917 
Common stock payable - 300,000 shares   8,460    8,460 
Additional paid-in-capital   1,784,999    1,818,773 
Accumulated deficit   (3,956,107)   (3,672,130)
           
Total Stockholders' Deficit   (1,848,704)   (1,603,980)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $45,724   $47,265 
           
The accompanying notes are an integral part of these financial statements

 

 

 3 
 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Statements of Operations
(Unaudited)
             
   For the Three Months Ended  For the Nine Months Ended
   February 28,  February 28,
   2018  2017  2018  2017
             
NET REVENUES  $931   $777   $4,168   $3,615 
                     
OPERATING EXPENSES                    
                     
Salaries and Consulting fees (including stock-based                    
 compensation of $-0-, $-0-, $-0- and $18,500, respectively)   113,000    87,900    250,696    260,750 
Professional fees (including stock-based compensation                    
 of $-0-, $-0-, $-0- and $50,500, respectively)   14,752    18,795    54,121    149,802 
Selling, general and administrative   18,436    37,953    50,582    142,680 
                     
Total Operating Expenses   146,188    144,648    355,399    553,232 
                     
LOSS FROM OPERATIONS   (145,257)   (143,871)   (351,231)   (549,617)
                     
OTHER INCOME (EXPENSES)                    
                     
Income (Loss) from derivative liability   (58,264)   (22,051)   341,606    187,514 
Interest expense (including amortization of debt discounts                    
  of $90,437, $73,097, $148,556 and $212,551, respectively)   (166,987)   (82,690)   (274,352)   (244,800)
                     
Total Other Income (Expenses)   (225,251)   (104,741)   67,254    (57,286)
                     
LOSS BEFORE INCOME TAXES   (370,508)   (248,612)   (283,977)   (606,903)
                     
INCOME TAX EXPENSE   —      —      —      —   
                     
NET LOSS  $(370,508)  $(248,612)  $(283,977)  $(606,903)
                     
BASIC AND DILUTED:                    
Net loss per common share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average shares outstanding   3,049,274,910    833,172,870    2,803,672,686    480,070,732 
                     
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

 

 4 
 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
   For the Nine Months Ended
   February 28,
   2018  2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
           
Net income (loss)  $(283,977)  $(606,903)
Adjustments to reconcile net income (loss) to net          
 cash used by operating activities:          
Common stock issued for services   —      96,900 
Promissory note issued for services   50,000    —   
Income from derivative liability   (341,606)   (187,514)
Amortization of debt discounts   148,556    212,551 
Non-cash interest expense   20,000    —   
Changes in operating assets and liabilities:          
Music inventory   (2,568)   (4,485)
Accounts payable   (485)   13,261 
Accrued interest payable on notes payable   97,796    32,250 
Accrued consulting fees   123,800    74,500 
           
Net Cash Used by Operating Activities   (188,484)   (369,440)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
           
Trademark   (325)   (1,825)
           
Net Cash Used by Investing Activities   (325)   (1,825)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
           
Proceeds from notes payable   170,475    391,750 
Proceeds from notes payable to related parties   13,900    7,500 
Payments on notes payable   —      (27,500)
           
Net Cash Provided by Financing Activities   184,375    371,750 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (4,434)   485 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   10,113    24,213 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $5,679   $24,698 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash Payments For:          
Interest  $—     $—   
Income taxes  $—     $—   
           
Non-cash investing and financing activities:          
Initial derivative liability charged to debt discounts  $191,666   $241,500 
Conversion of debt and accrued interest into common stock  $39,253   $208,078 
Promissory note issued for accrued consulting fees  $50,000   $—   
           
The accompanying notes are an integral part of these financial statements

 

 

 5 
 

MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

Basis of Presentation

 

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended February 28, 2018 are not necessarily indicative of results that may be expected for the year ending May 31, 2018. 

 

Organization

 

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 Company entered into a merger agreement (the “Merger”) with Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing television shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013. 

 

NOTE 2 - 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 8). As of February 28, 2018, the balance due on this loan was $15,950.

 

NOTE 3 - MUSIC INVENTORY

 

The Company purchases digital music to broadcast over the radio and internet. During the nine months ended February 28, 2018, the Company purchased $2,568 worth of music inventory. The amount of music inventory held at February 28, 2018 was $16,430.

 

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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

NOTE 4 - NOTES PAYABLE

 

Notes payable consisted of the following:

 

   February 28, 2018  May 31,
2017
Notes payable to two corporations, non-interest bearing, due on demand, unsecured   $78,250   $63,750 
Note payable to an individual, due on May 22, 2015, in default (B)    25,000    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    7,000 
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 
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 29, 2016, in default (M)    40,000    20,000 
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)   25,000    25,000 
Convertible note payable to an entity, interest at 10%, due on March 17, 2017, in default (Q)    33,686    46,126 
Convertible note payable to an entity, interest at 10%, due on April 1, 2017, in default (R)    51,550    56,250 
Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default – net of discount of $-0- and $1,940, respectively (S)    40,750    38,810 
Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default – net of discount of $-0- and $13,256, respectively (T)    47,000    33,744 
Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default – net of discount of $-0- and $20,288, respectively (U)    46,750    26,462 
Convertible note payable to an entity, interest at 12%, due on March 16, 2018 – net of discount of $2,168 and $-0-, respectively (Z)    34,831    —   
Convertible note payable to an individual, interest at 10%, due on demand (V)    46,890    59,820 
Convertible note payable to an individual, interest at 8%, due on demand (W)    29,000    29,000 
Convertible note payable to an individual, interest at 8%, due on demand (X)    21,500    21,500 

 

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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

Convertible note payable to an entity, interest at 10%, due on demand (Y)    8,600    8,600 
Convertible note payable to an entity, interest at 10% – net of discount of $76,427 and $-0-, respectively (A)    11,573    —   
Convertible note payable to an entity, interest at 10%, due on demand (C)    50,000    —   
Convertible note payable to an entity, interest at 10%, due on demand (F)    50,000    —   
           
Notes payable to individuals, non-interest bearing, due on demand   103,475    72,500 
Total Notes Payable   950,855    733,562 
Less: Current Portion   (950,855)   (733,562)
Long-Term Notes Payable  $—     $—   

 

(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.

 

(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 was 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.

 

(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.

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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

(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.

 

(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.

 

(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, is due on December 29, 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 6 (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 6 (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), was 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.

 

(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), was 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), was 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 6 (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), was 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 6 (Derivative Liability).

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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

(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 an earlier promissory note. 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 an earlier promissory note. 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 6 (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 an earlier promissory note. 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 6 (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.

 

(Z) On June 16, 2017, the Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), is due on March 16, 2018, 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 6 (Derivative Liability).

 

(A) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum 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 15 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.

 

(C) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to pay for certain consulting services rendered by the Company law firm. 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 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

(F) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. 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 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

 10 
 

 

MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

NOTE 5 - NOTES PAYABLE – RELATED PARTIES

 

Notes payable – related parties consisted of the following:

 

   February 28,
2018
  May 31,
2017
Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured   $24,088   $10,188 
Note payable to Company law firm, non-interest bearing, due on demand, unsecured    2,073    2,073 
 Total Notes Payable   26,161    12,261 
Less: Current Portion   (26,161)   (12,261)
Long-Term Notes Payable  $—     $—   

 

NOTE 6 - DERIVATIVE LIABILITY

 

The derivative liability at February 28, 2018 and May 31, 2017 consisted of:

 

   February 28, 2018  May 31, 2017
   Face Value  Derivative Liability  Face Value  Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)   $40,000   $40,000   $20,000   $60,000 
Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)   33,686    27,561    46,126    121,607 
Convertible note payable issued November 16, 2016, due August 16, 2017 (T)   47,000    47,000    47,000    166,098 
Convertible note payable issued January 31, 2017, due October 31, 2017 (U)   46,750    46,750    46,750    168,552 
Convertible note payable issued April 5, 2017, due on demand (W)   29,000    43,500    29,000    81,667 
Convertible note payable issued April 5, 2017, due on demand (X)   21,500    32,250    21,500    64,167 
Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z)   37,000    37,000    —      —   
Convertible note payable issued January 11, 2018 (A)   88,000    171,425    —      —   
Convertible note payable issued December 1, 2017, due on demand (C)   50,000    33,333    —      —   
Convertible note payable issued December 1, 2017, due on demand (F)   50,000    33,333    —      —   
Totals  $442,936   $512,152   $210,376   $662,091 
 11 
 

 

MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

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.

 

Assumptions used for the calculations of the derivative liability of the notes at February 28, 2018 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.000055 per share, (3) terms ranging from -0- days to 317 days, (4) expected volatility of 447% and (5) risk free interest rates ranging from 1.50% to 2.07%.

 

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%.

 

NOTE 7 - EQUITY TRANSACTIONS

 

During the nine months ended February 28, 2018 the Company issued an aggregate of 730,271,146 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $39,253.

 

On October 3, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares and to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.

 

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 has no conversion, liquidation, or dividend rights.

 

NOTE 8 - 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 2). On May 31, 2015, this agreement was terminated.

 

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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial Statements

February 28, 2018

(Unaudited)

 

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 nine months ended February 28, 2018 and 2017, the chief executive officer was paid $41,000 and $32,000, 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.

 

NOTE 9 - 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 February 28, 2018, the Company had negative working capital of $1,872,799 and an accumulated deficit of $3,956,107. 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 notes payable and 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 10 - SUBSEQUENT EVENTS

 

From March 1, 2018 to April 19, 2018, the Company issued an aggregate of 385,000,000 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $15,400.

 13 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

BUSINESS OVERVIEW

 

We are a multi-media entertainment company that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD terrestrial radio stations around the country. The network is also heard streaming across the Internet using our registered trademark, iRadio®. Music of Your Life® has been on the air since 1978, making it the longest running syndicated music radio network in the world. Our principal source of revenue comes from selling radio spots, or commercials on the network, and licensing our trade names. Expenses which comprise the costs of goods sold will 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 are 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 OPERATION

 

Following is management’s discussion of the relevant items affecting results of operations for the three and nine months ended February 28, 2018 and 2017.

 

Revenues. The Company generated net revenues of $931 and $777 during the three months ended February 28, 2018 and 2017, respectively. The Company generated net revenues of $4,168 and $3,615 during the nine months ended February 28, 2018 and 2017, respectively. 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 were $-0- for the three and nine months ended February 28, 2018 and 2017. 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.

 

Salaries and Consulting Fees. Salaries and consulting fees were $113,000 and $87,900 for the three months ended February 28, 2018 and 2017, respectively. Salaries and consulting fees were $250,696 and $260,750 for the nine months ended February 28, 2018 and 2017, respectively. We expect that salaries and consulting expenses, that are cash instead of share-based, will increase as we add personnel to build our multi-media entertainment business.

 

Professional Fees. Professional fees were $14,752 and $18,795 for the three months ended February 28, 2018 and 2017, respectively. Professional fees were $54,121 and $149,802 for the nine months ended February 28, 2018 and 2017, respectively. This expense category included stock based compensation to service providers of $50,500 for the nine months ended February 28, 2017. We anticipate that professional fees will increase in future periods as we scale up our operations.

 

 14 
 

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $18,436 and $37,953 for the three months ended February 28, 2018 and 2017, respectively. Selling, general and administrative expenses were $50,582 and $142,680 for the nine months ended February 28, 2018 and 2017, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

 

Other Income (Expenses). The Company had net other expenses of $225,251 and $104,741 for the three months ended February 28, 2018 and 2017, respectively. The Company had net other income of $67,254 and net other expenses of $57,286 for the nine months ended February 28, 2018 and 2017, respectively. During the nine months ended February 28, 2018 and 2017, the company recorded a gain on the change in the fair value of the derivative liability in the amount of $341,606 and $187,514, respectively. Other expenses incurred were comprised of interest expenses related to notes payable in the amount of $274,352, which included the amortization of debt discounts of $148,556 during the nine months ended February 28, 2018.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of February 28, 2018, our primary source of liquidity consisted of $5,679 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 negative working capital and an accumulated deficit at February 28, 2018 of $1,872,799 and $3,956,107, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the nine months ended February 28, 2018 of $283,977. 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.

 

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.

 

CRITICAL ACCOUNTING PRONOUNCEMENTS

 

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

 15 
 

 

Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2017 Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report. 

 

We recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

We have reviewed accounting pronouncements issued during the past two years 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 periods presented in this report.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable because we are a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures 

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting.

 

Changes in Internal Controls Over Financial Reporting

 

There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 16 
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not aware of any litigation pending or threatened by or against the Company.

 

Item 1A. Risk Factors

 

Not applicable because we are a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the nine months ended February 28, 2018 the Company issued an aggregate of 730,271,146 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $39,253.

 

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.

  

Item 3. Defaults Upon Senior Securities.

 

The Company has not paid the principal and interest due on 14 notes payable aggregating $516,736 at February 28, 2018. See Note 4 to the Consolidated Financial Statements.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

 17 
 

 

 

Item 6. Exhibits.

 

Exhibit No.   Description
3.1   Amended and Restated Articles of Incorporation of Music of Your life, Inc.
3.2   Amended and Restated Bylaws of Music of Your Life, Inc.
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document
     
     

 


 

 

SIGNATURES

 

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

   

  Music of Your Life, Inc.
   
Date: April 23, 2018  By:  /s/  Marc Angell
    Marc Angell
    Chief Executive Officer
    (Duly Authorized Officer and Principal Executive Officer)
     

 

 

 18