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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|(Mark One)                                      
|------------------------------------------------
|                                                
|☒                                               
|                                                
|For the quarterly period ended February 28, 2015
|                                                
|☐                                               



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 | ☒

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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 16, 2015, there were 82,946,559
shares of $0.001 par value common stock, issued and outstanding.



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Table of Contents2







|PART I: FINANCIAL INFORMATION                                                                |   
|-------------------------------------------------------------------------------------------- | --
|                                                                                             |   
|Item 1: Financial Statements                                                                 | 4 
|Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 10
|Item 3: Quantitative and Qualitative Disclosures about Market Risk                           | 12
|Item 4: Controls and Procedures                                                              | 12
|                                                                                             |   
|PART II: OTHER INFORMATION                                                                   |   
|                                                                                             |   
|Item 1: Legal Proceedings                                                                    | 13
|Item 1A: Risk Factors                                                                        | 13
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                          | 13
|Item 3: Defaults Upon Senior Securities                                                      | 15
|Item 4: Mine Safety Disclosures                                                              | 15
|Item 5: Other Information                                                                    | 15
|Item 6: Exhibits                                                                             | 15
|                                                                                             |   
|SIGNATURES                                                                                   | 16















































Table of Contents3





PART I - FINANCIAL INFORMATION



ITEM 1.  Financial Statements





|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Balance Sheets                                              
|                                                                         
|ASSETS                                                                   
|                                                                         
|                                                                         
|                                                                         
|CURRENT ASSETS                                                           
|                                                                         
|Cash and cash equivalents                                                
|Loans receivable from related party                                      
|                                                                         
|Total Current Assets                                                     
|                                                                         
|OTHER ASSETS                                                             
|                                                                         
|Deposits for acquisition of intangible assets                            
|Music inventory                                                          
|Trademark                                                                
|                                                                         
|Total Other Assets                                                       
|                                                                         
|TOTAL ASSETS                                                             
|                                                                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
|                                                                         
|CURRENT LIABILITIES                                                      
|                                                                         
|Bank overdraft                                                           
|Accounts payable                                                         
|Accrued interest payable on notes payable                                
|Accrued consulting fees ($70,000 to related party at February 28, 2015)  
|Notes payable                                                            
|Notes payable to related parties                                         
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Common stock, $0.001 par value; 500,000,000 shares                       
|authorized, 82,002,881 and 72,602,000 shares issued                      
|and outstanding, respectively                                            
|Additional paid-in-capital                                               
|Accumulated deficit                                                      
|                                                                         
|Total Stockholders' Deficit                                              
|                                                                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                         
|The accompanying notes are an integral part of these financial statements





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|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statement of Operations                                     
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET REVENUES                                                             
|                                                                         
|OPERATING EXPENSES                                                       
|                                                                         
|Salaries and Consulting fees                                             
|Professional fees                                                        
|Selling, general and administrative                                      
|                                                                         
|Total Operating Expenses                                                 
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Gain on change in fair value of derivative liability                     
|Interest expense (including amortization of debt discount                
|of $13,356, $-0-, $56,044 and $-0-, respectively)                        
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|LOSS BEFORE INCOME TAXES                                                 
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|NET LOSS                                                                 
|                                                                         
|BASIC AND DILUTED:                                                       
|Net loss per common share                                                
|                                                                         
|Weighted average shares outstanding                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements





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|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statement of Cash Flows                                     
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                    
|                                                                         
|Net loss                                                                 
|Adjustments to reconcile net loss to net                                 
|cash used by operating activities:                                       
|Common stock issued for services                                         
|Change in fair value of derivative liability                             
|Amortization of debt discounts                                           
|Non-cash interest expenses                                               
|Changes in operating assets and liabilities:                             
|Inventory                                                                
|Accounts payable                                                         
|Accrued interest payable on notes payable                                
|Accrued consulting fees                                                  
|                                                                         
|Net Cash Used by Operating Activities                                    
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                    
|                                                                         
|Deposits for acquisition of intangible assets                            
|Trademark                                                                
|                                                                         
|Net Cash Used by Investing  Activities                                   
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                    
|                                                                         
|Bank overdraft                                                           
|Proceeds from sale of common stock                                       
|Proceeds from notes payable                                              
|Payments on notes payable                                                
|Proceeds from notes payable to related parties                           
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     
|                                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           
|                                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                 
|                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                                       
|                                                                         
|Cash Payments For:                                                       
|Interest                                                                 
|Income taxes                                                             
|                                                                         
|Non-cash financing activity:                                             
|Initial derivative liability on convertible note payable                 
|Beneficial conversion feature credited to additional paid in capital     
|Conversion of debt into stock                                            
|The accompanying notes are an integral part of these financial statements



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MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

February 28, 2015

(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 nine months ended February 28, 2015 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 television shows and
radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013.



NOTE 2–NOTES PAYABLE





|Notes payable consist of the following:                                                                                                                                            |  |              |        |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | -------
|                                                                                                                                                                                   |  | February 28, |        | May 31,
|                                                                                                                                                                                   |  | 2014         |        | 2013   
|Notes payable due corporation, dated May 12, 2014 ($15,000) and January 16, 2015 ($15,000), interest at 0%, due November 18, 2014 (now in default) and due on demand, respectively |  | $            | 30,000 |        
|Note payable due individual dated August 15, 2014, interest of $15,000 and principal due October 15, 2014 (now in default)                                                         |  |              | 50,000 |        
|Total                                                                                                                                                                              |  | $            | 80,000 |        





On June 27, 2014, the Company issued
a $37,500 Convertible Promissory Note which bore interest at a rate of 8% and was convertible into the Company’s common stock
at the holder’s option, at the conversion rate of 58% of the average 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 for the embedded derivative. During the quarter ended February 28, 2015, the
Company paid the note in full.

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MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

February 28, 2015

(Unaudited)



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 was amortized over the life of the promissory note.



NOTE 3 – NOTES PAYABLE
TO RELATED PARTIES



|Notes payable to related parties consist of the following:                                                                                                                                                               |  |              |         |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------- | -------
|                                                                                                                                                                                                                         |  | February 28, |         | May 31,
|                                                                                                                                                                                                                         |  | 2014         |         | 2013   
|Note payable to significant stockholder dated February 21, 2013, interest of $37,500 and principal due September 1, 2013 (now in default),  with additional interest of $37,500 every six months after September 1, 2013 |  | $            | 150,000 |        
|Notes payable to two significant stockholders, interest at 0%, converted into a total of 450,881 shares of Company common stock on January 19,2015                                                                       |  |              | —       |        
|Notes payable to Company law firm dated April 24, 2014, interest at 0%, due October 21, 2014 (now in default)                                                                                                            |  |              | 2,072   |        
|Notes payable to wife of Company chief executive officer, interest at 0%, due on demand                                                                                                                                  |  |              | 2,689   |        
|Other                                                                                                                                                                                                                    |  |              | —       |        
|Total                                                                                                                                                                                                                    |  | $            | 154,761 |        
|                                                                                                                                                                                                                         |  |              |         |        



NOTE 4 - STOCKHOLDERS' EQUITY



During the nine months ended February
28, 2015, the Company issued a total of 8,600,000 shares of common stock for cash in the total amount of $232,500.



Effective August 15, 2014, the Company
issued 350,000 shares of common stock to a lender in connection with the issuance of a $50,000 Promissory Note (see Note 2).



Effective January 19, 2015, the Company
issued a total of 450,881 shares of common stock to two related parties for the conversion of debt in the total amount of $65,378.



NOTE 5 – RELATED PARTY TRANSACTIONS



During the nine months
ended February 28, 2015 and during the year ended February 28, 2014, the Company paid $125,000 and $26,000, respectively, to
the wife of the chief executive officer as deposits for certain trademarks and other intellectual property to be assigned to
the Company. Under the agreement, if the Company fails to pay to the wife of the chief executive officer $250,000 by December
31, 2015, the Company will forfeit all rights, title and interest in the trademarks and intellectual property unless extended
by the wife of the chief executive officer.









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MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

February 28, 2015

(Unaudited)



For the nine months ended February 28,
2015 and 2014, the Company accrued consulting fees of $90,000 and $90,000, respectively, pursuant to its General Services Agreement
dated November 5, 2012 with its chief executive officer (see Note 6).



NOTE 6 – COMMITMENTS AND
CONTINGENCIES



On November 5, 2012, the Company executed
a General Services Agreement with the Company’s chief executive officer. The agreement provides for the monthly compensation
of $10,000 and remains in full force and effect until either party provides 30 days notice of termination to the other party.



On November 15, 2012 and June 3, 2013,
the Company executed General Services Agreements with two other service providers. The agreements provide for monthly compensation
of $1,000 and $500, respectively, and remain in full force and effect until either party provides 90 days and 30 days, respectively,
notice of termination to the other party.



NOTE 7 - 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 nine months ended February 28, 2015 the Company had a net loss of $303,253, and an accumulated
deficit of $1,080,790 as of February 28, 2015. 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 8 – SUBSEQUENT EVENTS



On March 9, 2015, the Company issued
500,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $20,000.



On March 20, 2015, the Company issued
300,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $15,000.





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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 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 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, 2015.



Revenues. The Company
generated net revenues of $-0- during the three months ended February 28, 2015 compared to $567 for three months ended February
28, 2014. The Company generated net revenues of $1,966 during the nine months ended February 28, 2015 compared to $875 for the
nine months ended February 28, 2014. 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 and nine months ended February 28, 2015 and 2014 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
Fees. Salaries and consulting fees for the three months ended February 28, 2015 were $34,500 compared to $29,462 for the three
months ended February 28, 2014. Salaries and consulting fees for the nine months ended February 28, 2015 were $106,500 compared
to $226,262 for the nine months ended February 28, 2014. The decrease from the prior period is due to the issuance of 620,000 shares
of stock for services rendered to the Company during the nine months ended February 28, 2014. These shares were valued at $155,000.
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.



Table of Contents10







Professional Fees.
Professional fees for the three months ended February 28, 2015 were $2,810 compared to $2,903 for the three months ended February
28, 2014. Professional fees for the nine months ended February 28, 2015 were $28,868 compared to $171,630 for the nine months ended
February 28, 2014. The decrease from the prior period is due to the issuance of 600,000 shares of stock for services rendered to
the Company during the nine months ended February 28, 2014. These shares were valued at $150,000. We anticipate that professional
fees will increase in future periods as we scale up our operations.



Selling, General and
Administrative Expenses. Selling, general and administrative expenses were $34,138 for the three months ended February 28,
2015 compared to $19,908 for the three months ended February 28, 2014. Selling, general and administrative expenses were $79,241
for the nine months ended February 28, 2015 compared to $53,164 for the nine months ended February 28, 2014. We anticipate that
SG&A expenses will increase commensurate with an increase in our operations.



Other Income (Expense).
The Company had net other income of $2,581 for the three months ended February 28, 2015 compared to net other expenses of $18,750
for the three months ended February 28, 2014. The Company had net other expenses of $90,610 for the nine months ended February
28, 2015 compared to $56,300 for the nine months ended February 28, 2014. Other expenses incurred were comprised of interest expenses
related to notes payable. During the nine months ended February 28, 2015, the Company also recorded a gain on the change in fair
value of derivative liability in the amount of $53,057 and the amortization of debt discount in the amount of $56,044.



LIQUIDITY AND CAPITAL RESOURCES



As of February 28, 2015,
our primary source of liquidity consisted of $13,977 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 February 28, 2015 of $1,080,790 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 nine months ended February 28, 2015 of $303,253. 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

Table of Contents11







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 of 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 an 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 nine months ended February 28, 2015.



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, 2013, 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

Table of Contents12







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



On May 31, 2013,
the Company entered into a Merger Agreement between the Company and Music of Your Life, Inc., a Nevada corporation (“MYL
Nevada”). In accordance with the terms of the merger agreement, all of the shares of MYL Nevada held by MYL Nevada shareholders
were cancelled and 100 shares of MYL Nevada were issued to the Company. An aggregate of 34,860,000 shares of common stock
of the Company were issued to the MYL Nevada shareholders.



On July 15, 2013,
the Company issued 280,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$70,000.



On September 4,
2013, the Company issued an aggregate of 1,200,000 shares of its common stock to certain consulting personnel for services provided.



On November 11,
2013, the Company issued 20,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount
of $5,000.



On December 3, 2013,
the Company issued 40,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $10,000.



On December 24,
2013, the Company issued 160,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount
of $20,000.



On December 27,
2013, the Company issued 40,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount
of $10,000.



On January 15, 2014,
the Company issued 32,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $8,000.



On January 31, 2014,
the Company issued 40,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of $10,000.



On February 27,
2014, the Company issued 40,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount
of $10,000.



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On March 19, 2014,
the Company issued 200,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$10,000.



On April 16, 2014,
the Company issued 40,000 shares of unregistered common stock to accredited investors in exchange for cash in the amount of $2,000.



On April 17, 2014,
the Company issued 400,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$20,000.



On May 7, 2014,
the Company issued 500,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$25,000.



On May 20, 2014,
the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company and iRadio, Inc., a Utah
corporation ("iRadio"). Pursuant to the terms of the Merger Agreement, each shareholder of iRadio received one (1) share
of common stock of the Company for every one (1) share of iRadio common stock held as of May 20, 2014. In accordance with the terms
of the Merger Agreement, all of the shares of iRadio held by iRadio shareholders were cancelled, and an aggregate of 20,000,000
shares of common stock of the Company were issued to the iRadio shareholders.



On May 21, 2014,
the Company issued 100,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$5,000.



On June 2, 2014,
the Company issued 200,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$10,000.



On June 12, 2014,
the Company issued 200,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$10,000.



On June 20, 2014,
the Company issued 200,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$10,000.



On August 15, 2014,
the Company issued 350,000 shares of unregistered common stock to an accredited investor in consideration of the investor making
a $50,000 loan to the Company.



On August 29, 2014,
the Company issued 700,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$35,000.



On November 6, 2014,
the Company issued 300,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$30,000.



On December 9, 2014,
the Company issued 3,125,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$50,000.



On January 19, 2015,
the Company issued 450,881 shares of unregistered common stock for the conversion of debt in the amount of $65,378.



On January 23, 2015,
the Company issued an aggregate of 750,000 shares of unregistered common stock to certain accredited investors in exchange for
cash in the aggregate amount of $37,500.



On February 5, 2015,
the Company issued 3,125,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$50,000.



On March 9, 2015,
the Company issued 500,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$20,000.



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On March 20, 2015,
the Company issued 300,000 shares of unregistered common stock to an accredited investor in exchange for cash in the amount of
$15,000.



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.



None.



Item 4.    Mine
Safety Disclosures



Not Applicable.



Item 5.    Other
Information.



None.



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                                                 
|            |  |                                                                                                        
|            |  |                                                                                                        



---





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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 20, 2015 | By:                     
|                     |                         
|                     |                         
|                     |                         
|                     |                         





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