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EX-31.1 - SECTION 302 CEO CERTIFICATION - Marquie Group, Inc.ex31_1302certification.htm
EX-32.1 - SECTION 906 CERTIFICATION - Marquie Group, Inc.ex32_1906certification.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)
   
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended August 31, 2014
   
o 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

  89103
(Address of principal executive office)   (Zip Code)

 

(702) 871-8535

(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  x   No  o

 

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

 

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

 

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

 

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of October 9, 2014, there were 73,902,000 shares of $0.001 par value common stock, issued and outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I: FINANCIAL INFORMATION  
   
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation 8
Item 3: Quantitative and Qualitative Disclosures about Market Risk 11
Item 4: Controls and Procedures 11
   
PART II: OTHER INFORMATION  
   
Item 1: Legal Proceedings 11
Item 1A: Risk Factors 12
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3: Defaults Upon Senior Securities 12
Item 4: Mine Safety Disclosures 12
Item 5: Other Information 12
Item 6: Exhibits 12
   
SIGNATURES 12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

 

MUSIC OF YOUR LIFE, INC.
Consolidated Balance Sheets
       
ASSETS
   August 31,  May 31,
   2014  2014
   (Unaudited)   
CURRENT ASSETS          
           
Cash and cash equivalents  $75,046   $—   
Loans receivable - related party   115,950    115,950 
           
Total Current Assets   190,996    115,950 
           
OTHER ASSETS          
           
Deposits   56,500    26,000 
Music inventory   2,284    1,917 
Trademark   3,565    3,565 
           
Total Other Assets   62,349    31,482 
           
TOTAL ASSETS  $253,345   $147,432 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
           
Bank overdraft  $—     $987 
Accounts payable and accrued expenses   107,410    87,314 
Notes payable   60,289    15,000 
Notes payable - related parties   220,139    220,139 
Derivative liability   65,509    —   
           
Total Current Liabilities   453,347    323,440 
           
TOTAL LIABILITIES   453,347    323,440 
           
STOCKHOLDERS' DEFICIT          
           
Common stock, $0.001 par value; 500,000,000 shares          
 authorized, 73,902,000 and 72,602,000 shares issued          
 and outstanding, respectively   73,902    72,602 
Additional paid-in-capital   618,237    528,927 
Accumulated deficit   (892,141)   (777,537)
           
Total Stockholders' Deficit   (200,002)   (176,008)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $253,345   $147,432 
           
The accompanying notes are an integral part of these financial statements

 

 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Statement of Operations
(Unaudited)
       
   For the Three Months Ended
   August 31,
   2014  2013
       
NET REVENUES  $1,918   $208 
           
OPERATING EXPENSES          
           
Salaries and Consulting fees   36,500    33,500 
Professional fees   8,381    7,425 
Selling, general and administrative   18,265    18,951 
           
Total Operating Expenses   63,146    59,876 
           
LOSS FROM OPERATIONS   (61,228)   (59,668)
           
OTHER INCOME (EXPENSES)          
           
Loss on change in fair value of derivative liability   (12,452)   —   
Interest expense (including amortization of debt discount          
  of $13,833 and $-0-, respectively)   (40,924)   (18,800)
           
Total Other Income (Expenses)   (53,376)   (18,800)
           
LOSS BEFORE INCOME TAXES   (114,604)   (78,468)
           
INCOME TAX EXPENSE   —      —   
           
NET LOSS  $(114,604)  $(78,468)
           
BASIC AND DILUTED:          
Net loss per common share  $(0.00)  $(0.00)
           
Weighted average shares outstanding   73,145,478    58,653,043 
           
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MUSIC OF YOUR LIFE, INC.
Consolidated Statement of Cash Flows
(Unaudited)
       
   For the Three Months Ended
   August 31,
   2014  2013
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
           
Net loss  $(114,604)  $(78,468)
Adjustments to reconcile net loss to net          
 cash used by operating activities:          
Change in fair value of derivative liability   12,452    —   
Amortization of debt discounts   13,833    —   
Non-cash interest expenses   22,623    —   
Changes in operating assets and liabilities:          
Prepaid assets   (30,500)   —   
Inventory   (367)   (54)
Other assets   —      (550)
Accounts payable   20,096    12,262 
           
Net Cash Used by Operating Activities   (76,467)   (66,810)
           
CASH FLOWS FROM INVESTING ACTIVITIES:   —      —   
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
           
Bank overdraft   (987)   —   
Procees from sale of common stock   65,000    70,000 
Proceeds from notes payable   87,500    —   
Proceeds from notes payable - related parties   —      5,000 
           
Net Cash Provided by Financing Activities   151,513    75,000 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS  $75,046   $8,190 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   —      26,511 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $75,046   $34,701 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash Payments For:          
Interest  $—     $—   
Income taxes  $—     $—   
           
Non-cash financing activity:          
Initial derivative liability on convertible note payable  $30,434   $—   
Beneficial conversion feature credited to additional paid in capital  $25,610   $—   
           
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

 

MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

August 31, 2014

(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 occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2014 are not necessarily indicative of results that may be expected for the year ending May 31, 2015. 

 

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 Zhong Sen 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 live concerts, television shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013. 

 

NOTE 2 – NOTES PAYABLE

 

On June 27, 2014, the Company issued a $37,500 Convertible Promissory Note which bears interest at a rate of 8% and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 58% of the lowest three trading prices for the common stock during the ten trading days immediately preceding the date of conversion. The Company identified embedded derivatives related to the Convertible Promissory Note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $53,057 of the embedded derivative.

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 agreed to issue 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 is being amortized over the life of the promissory note.

NOTE 3 - STOCKHOLDERS' EQUITY

 

During the quarter ended August 31, 2014, the Company issued 1,300,000 shares of common stock for cash in the amount of $65,000.

 

 

 

 

 

MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

August 31, 2014

(Unaudited)

 

NOTE 4 - GOING CONCERN

 

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the three months ended August 31, 2014 the Company has a net loss of $114,604, and an accumulated deficit of $892,141 as of August 31, 2014. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital and establish its business model. These unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 5 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for the period of August 31, 2014 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 which currently produces live radio programming 24 hours a day, syndicated to radio stations around the country. The network is also heard streaming across the Internet using the 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 sources of revenues result from selling advertising on the Company’s terrestrial and Internet radio network. 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 OPERATION

 

Following is management’s discussion of the relevant items affecting results of operations for the three months ended August 31, 2014 and 2013.

 

Revenues. The Company generated net revenues of $1,918 during the three months ended August 31, 2014 compared to $208 during the three months ended August 31, 2013. 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 for the three months ended August 31, 2014 and 2013 was $-0-. 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 Expenses. Salaries and consulting expenses for the three months ended August 31, 2014 were $36,500 compared to $33,500 during the three months ended August 31, 2013. 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 for the three months ended August 31, 2014 were $8,381 compared to $7,425 during the three months ended August 31, 2013. 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 for the three months ended August 31, 2014 were $18,265 compared to $18,951 for the three months ended August 31, 2013. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

 

 

Other Income (Expense). The Company had net other expense of $53,376 for the three months ended August 31, 2014 compared to $18,800 for the three months ended August 31, 2013. Other expenses incurred were comprised of interest expenses related to notes payable. During the three months ended August 31, 2014, the Company recorded a loss on the change in fair value of derivative liability in the amount of $12,452 and the amortization of debt discount in the amount of $13,833.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of August 31, 2014, our primary source of liquidity consisted of $75,046 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 August 31, 2014 of $892,141 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 three months ended August 31, 2014 of $114,604. As a result of the merger with MYL Nevada in May 2013, we have experienced an increase in revenues and operational activity. Nevertheless, 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.

 

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its 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 effect on our results of operations, financial position or liquidity for the periods presented in this report. 

 

 

 

Revenue Recognition

 

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 three months ended August 31, 2014.

 

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 in its internal control over financial reporting.

 

As disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2014, during the assessment of the effectiveness of internal control over financial reporting as of May 31, 2014, our management identified material weaknesses related to the lack of requisite U.S. GAAP expertise of our CFO. Additionally, we do not have an independent audit committee. This lack of expertise to prepare, evaluate and review our financial statements in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, and we appoint qualified independent directors to the Board of Directors and audit committee, it is unlikely we will be able to remediate the material weakness in our 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.

 

 

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

 

None.

  

Item 3.    Defaults Upon Senior Securities.

 

None.

 

Item 4.    Mine Safety Disclosures

 

Not Applicable.

 

Item 5.    Other Information.

 

None.

 

Item 6.    Exhibits.

 

Exhibit No.   Description
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.
     
     

 


 

 

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: October 15, 2014  By:  /s/  Marc Angell
    Marc Angell
    Chief Executive Officer
    (Duly Authorized Officer and Principal Executive Officer)