Current Report Filing (8-k)
September 06 2018 - 11:28AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 16, 2018
MUSIC OF YOUR LIFE, INC.
(Exact Name of Registrant as Specified in Charter)
Florida
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000-54163
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26-2091212
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(State of Other Jurisdiction
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(Commission File
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(IRS Employer
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Of Incorporation)
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Number)
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Identification No.)
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3225 McLeod Drive, Suite 100
Las Vegas, Nevada
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89121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (800) 351-3021
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Item 1. 01 Entry into a Material Definitive Agreement.
On August 16, 2018 (the “Closing Date”),
Music of Your Life, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and
among the Company, and The Marquie Group, Inc., a Utah corporation ("TMG"), pursuant to which the Company merged with
TMG. The Company is the surviving corporation. Each shareholder of TMG will receive one (1) share of common stock of the Company
for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all
of the shares of TMG held by TMG shareholders were cancelled, and 40,000,002 shares of common stock of the Company will be issued
to the TMG shareholders. Following the Merger, the Company has 40,777,471 shares of common stock issued and outstanding.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, pursuant to the Merger
Agreement, the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share
of common stock of the Company for every one (1) share of TMG held as of August 16, 2018. In accordance with the terms of the merger
agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 40,000,002 shares of common stock of the Company
will be issued to the TMG shareholders. Following the Merger, the Company has 40,777,471 shares of common stock issued and outstanding.
Item 3.02 Unregistered Sales of Equity Securities.
As previously described in Item 1.01, On the
Closing Date, the Company entered into a Merger Agreement by and among the Company, and TMG, pursuant to which the Company merged
with TMG. The Company is the surviving corporation. Each shareholder of TMG will receive one (1) share of common stock of the Company
for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all
of the shares of TMG held by TMG shareholders were cancelled, and 40,000,002 shares of common stock of the Company will be issued
to the TMG shareholders. Following the Merger, the Company has 40,777,471 shares of common stock issued and outstanding.
With respect to the transaction noted above,
no solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes
that the issuance of the shares 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Merger Agreement by and between Music of Your Life, Inc., and The Marquie Group, Inc. dated August 16, 2018
.
SIGNATURES
Pursuant to the requirement 05-18-2018s of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Music of Your Life, Inc.
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Date: September 6,
2018
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By:
/s/ Marc Angell
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Marc Angell
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Chief Executive Officer
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Marquie (PK) (USOTC:TMGI)
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