UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION
STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary information statement
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Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive information statement
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MUSIC OF YOUR LIFE, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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MUSIC OF YOUR LIFE, INC.
3225 McLeod Drive, Suite 100
Las Vegas, NV 89103
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This Information Statement is furnished to the
stockholders of Music of Your Life, Inc., a Florida corporation, in connection with action taken by our board of directors and
the holders of a majority in interest of our voting capital stock to effect a 1 for 4,000 reverse split of our common stock (“Reverse
Split”). The foregoing action has been ratified by the written consent of the holders of a majority in interest of our voting
capital stock, consisting of our outstanding common as well as our board of directors, by written consent on May 18, 2018. We anticipate
that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof. We have attached
a copy of the Reverse Split to this Information Statement for your reference.
The Reverse Split was effected as of May
18, 2018 but under federal securities laws, is not effective until at least 20 days after the mailing of this Information Statement.
We anticipate that the effective date for the Reverse Split will be on or about July 6, 2018.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Reverse Split were not adopted by majority
written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened
for the specific purpose of approving the Reverse Split. The elimination of the need for a special meeting of stockholders to approve
the Reverse Split is made possible by Section 607.0704 of the 2012 Florida Statutes (the “Statutes”), which provides
that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number
of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such a special meeting. Pursuant to the Statutes, a majority in interest of our capital
stock entitled to vote thereon is required in order to approve the Reverse Split. In order to eliminate the costs and management
time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders
that the Reverse Split be adopted by majority written consent and this Information Statement to be mailed to all stockholders as
notice of the action taken.
The record date for purposes of determining
the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of
business on May 18, 2018 (the “Record Date”). As of the Record Date, we had outstanding:
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(i)
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3,100,874,029 shares of common stock; and
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(ii)
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200 shares of Series A Preferred Stock;
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The transfer agent for our common stock is Pacific
Stock Transfer Company, 6725 Via Austi Pkwy #300, Las Vegas, NV 89119.
NO MEETING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes in connection
with the Reverse Split. The persons that have consented to the Reverse Split hold a majority of the Company’s outstanding
voting rights and, accordingly, such persons have sufficient voting rights to approve the Reverse Split.
REVERSE STOCK SPLIT
On May 18, 2018, our board of directors and
holders of a majority in interest of our voting capital stock approved a 1-for 4,000 reverse split of our common shares (“Reverse
Split”). This approval is anticipated to be effective 20 days after this Information Statement has been distributed to our
shareholders.
As a result of the Reverse Split, each shareholder
of record as of May 18, 2018, will receive one (1) share of common stock for each four thousand (4,000) shares of common stock
they held prior to the Reverse Split, provided however, that fractions of a share shall be rounded up to the nearest whole share.
Our board of directors believes that the Reverse
Split is advisable and in the best interests of the Company and its stockholders to allow the Company to execute a new business
plan and position itself to raise additional investment capital, if needed.
PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK
We have discussed the possibility of issuing
shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement, and incentive
plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further issuances
of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized by
our Articles of Incorporation. Any material common stock issuances will be disclosed in accordance with the disclosure requirements
of the Securities Exchange Act of 1934.
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 May 18, 2018.
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, NV 89103. As of May 18,
2018, we had 3,100,874,029 shares of common stock issued and outstanding and 200 shares of preferred stock outstanding. While each
of our shares of common stock holds one vote, each share of our Series A Preferred Stock holds twenty million (20,000,000) votes.
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
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Shares of Common Stock Beneficially Owned
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Percent of Class
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Shares of Series A Preferred Stock Beneficially Owned
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Percent of
Class
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Other Beneficial Ownership
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Total
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Voting Percentage for all Classes
(fully-diluted)
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Jacquie Angell
(1)
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—
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*
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—
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*
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39,112,622
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39,112,622
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80.25
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%
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Marc Angell
(2)
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—
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*
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—
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*
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39,112,622
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39,112,622
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80.25
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%
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Angell Family Trust
(3)
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39,112,422
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1.44
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%
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200
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100
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%
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—
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39,112,622
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80.25
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%
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All directors and executive officers as a group
(1 person)
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—
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*
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—
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*
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39,112,622
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39,112,622
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80.25
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%
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(1)
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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. Also includes 200 shares of Series A Preferred Stock held by the Angell Family Trust which collectively hold 12,403,496,116
votes.
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(2)
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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. Also includes 200 shares of Series A Preferred Stock held by the Angell Family Trust which collectively
hold 12,403,496,116 votes.
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(3)
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Includes 19,112,422 shares of common stock granted to the Angell Family Trust by Marc Angell, and
20,000,000 shares of common stock granted to the Angell Family Trust by Jacquie Angell. Also includes 200 shares of Series A Preferred
Stock held by the Angell Family Trust which collectively hold 12,403,496,116 votes.
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NO DISSENTER’S RIGHTS
Under the Statutes, stockholders are not entitled
to dissenter’s rights of appraisal with respect to the Reverse Split of our Articles of Incorporation.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested us to include
any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
No officer, director or director nominee has
any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or
director nominee. No director has informed us that he intends to oppose the Reverse Split.
ADDITIONAL INFORMATION
We file reports with the Securities and Exchange
Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company
is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC at
http://www.sec.gov
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered
to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders.
We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a
shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes
to receive a separate copy of the Information Statement by sending a written request to us at 3225 McLeod Drive, Suite 100, Las
Vegas, NV 89103, or by calling us at (800) 351-3021. A security holder may utilize the same address and telephone number to request
either separate copies or a single copy for a single address for all future information statements and proxy statements, if any,
and annual reports of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marc Angell
Marc Angell
Chief Executive Officer
June 15,
2018
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