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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|(Mark One)                                      
|------------------------------------------------
|                                                
|☒                                               
|                                                
|For the quarterly period ended November 30, 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 January 11, 2016, there were 92,146,559
shares of $0.001 par value common stock, issued and outstanding.



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|PART I: FINANCIAL INFORMATION                                                                |   
|-------------------------------------------------------------------------------------------- | --
|                                                                                             |   
|Item 1: Financial Statements                                                                 | 4 
|Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 13
|Item 3: Quantitative and Qualitative Disclosures about Market Risk                           | 15
|Item 4: Controls and Procedures                                                              | 15
|                                                                                             |   
|PART II: OTHER INFORMATION                                                                   |   
|                                                                                             |   
|Item 1: Legal Proceedings                                                                    | 15
|Item 1A: Risk Factors                                                                        | 16
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                          | 16
|Item 3: Defaults Upon Senior Securities                                                      | 16
|Item 4: Mine Safety Disclosures                                                              | 16
|Item 5: Other Information                                                                    | 16
|Item 6: Exhibits                                                                             | 17
|                                                                                             |   
|SIGNATURES                                                                                   | 17























































































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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                                                      
|                                                                         
|Accounts payable                                                         
|Accrued interest payable on notes payable                                
|Accrued consulting fees                                                  
|Notes payable                                                            
|Notes payable to related parties                                         
|Derivative liability                                                     
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Common stock, $0.001 par value; 500,000,000 shares                       
|authorized, 92,146,559 and 83,446,559 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 Statements 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 (Loss) on change in fair value of derivative liability              
|Interest expense (including amortization of debt discounts               
|of $89,796, $28,855, $125,086, and $42,688, respectively)                
|Promissory Note issued to entity for services relating to                
|Equity Financing Agreement                                               
|                                                                         
|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 Statements 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                                         
|Promissory Note issued to entity for services relating to                
|Equity Financing Agreement                                               
|Change in fair value of derivative liability                             
|Amortization of debt discounts                                           
|Non-cash interest expenses                                               
|Changes in operating assets and liabilities:                             
|Music 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                                                
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE 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                 
|Common stock issued as part of Promissory Note loans recorded            
|as debt discounts and credited to common stock and additional            
|paid in capital                                                          
|                                                                         
|The accompanying notes are an integral part of these financial statements







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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 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 six months ended November 30, 2015 are not necessarily indicative of
results that may be expected for the year ending May 31, 2016.



Organization



Music of Your Life, Inc. (hereafter,
“we”, ”our”, ”us”, “MYL”, or the ”Company”) was incorporated on January
30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales
and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high
quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related
party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to
implement its business plan fully. On May 31, 2013, the Company entered into a merger agreement(the “Merger”) with
Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned
subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing television shows and
radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013.



NOTE 2 - LOANS RECEIVABLE – RELATED
PARTY



During the year ended May
31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described
in Note 1. The loans are non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection
of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to
waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 8). As of November 30, 2015, the
balance due on this loan was $15,950.



NOTE 3 -  DEPOSITS FOR
ACQUISITION OF INTANGIBLE ASSETS



As of November 30, 2015 the
Company had paid $230,000 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 a total of $250,000 by December 31, 2015,
the Company will forfeit all rights, title and interest in the trademarks and intellectual property unless extended by her.



NOTE 4 - MUSIC INVENTORY



The Company purchases digital
music to broadcast over the radio and internet. During the six months ended August 31, 2015, the Company purchased $1,304 worth
of music inventory. The amount of music inventory held at November 30, 2015 was $5,449.



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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 2015

(Unaudited)



NOTE
5 - NOTES PAYABLE



Notes payable consisted of
the following:



|                                                                                                                   |  | November 30, 2015 |          | May 31, 2015
|------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------- | ------------
|Notes payable to a corporation, non interest bearing, due on demand, unsecured                                     |  | $                 | 2,500    |             
|Note payable to an individual, stated interest of $15,000, due on October 15, 2014, in default (A)                 |  |                   | 50,000   |             
|Note payable to an individual, due on May 22, 2015, in default (B)                                                 |  |                   | 25,000   |             
|Note payable to an individual, non interest bearing, due on August 23, 2015, in default (C)                        |  |                   | 25,000   |             
|Note payable to an entity, non interest bearing, due on February 1, 2016 (D)                                       |  |                   | 50,000   |             
|Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)                 |  |                   | 25,000   |             
|Note payable to an individual, stated interest of $2,500, due on October 31, 2015, in default (F)                  |  |                   | 25,000   |             
|Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)                  |  |                   | 50,000   |             
|Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)                  |  |                   | 50,000   |             
|Note payable to an individual, stated interest of $2,500, due on December 20, 2015 – net of discount of $3,030 (I) |  |                   | 21,970   |             
|Convertible note payable to an entity, interest at 10%, due on June 25, 2016 – net of discount of $42,322 (J)      |  |                   | 13,428   |             
|Note payable to an individual, stated interest of $2,500, due on December 18, 2015 – net of discount of $2,488 (K) |  |                   | 22,512   |             
|Total Notes Payable                                                                                                |  |                   | 360,410  |             
|Less: Current Portion                                                                                              |  |                   | (360,410 | )           
|Long-Term Notes Payable                                                                                            |  | $                 | —        |             



(A) 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 issued 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 60 days life of the promissory note.



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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 2015

(Unaudited)



(B) On April 22, 2015, the
Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity
on May 22, 2015. The Company also agreed to issue 500,000 shares of common stock, valued at $50,000 on April 22, 2015, as part
of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting
in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note.



(C) On June 23, 2015, the
Company issued a $25,000 Promissory Note, non-interest bearing, due at maturity on August 23, 2015. The Company also agreed to
issue 500,000 shares of common stock, valued at $20,000, as part of the note agreement. The proceeds of the note were allocated
between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $11,111. This
amount was amortized over the 60 days life of the promissory note.



(D) On July 24, 2015, the
Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association
with the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and
is due on February 1, 2016.



(E) On July 31, 2015,
the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The
Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the
note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on
the debt of $15,079. This amount was amortized over the 90 days life of the promissory note.



(F) On July 31, 2015,
the Company issued a second $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31,
2015. The Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The
proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company
recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note.



(G) On August 6, 2015, the
Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company
also agreed to issue 2,000,000 shares of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note
were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt
of $30,159. This amount was amortized over the 75 days life of the promissory note.



(H) On August 21, 2015, the
Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. The Company
also agreed to issue 2,000,000 shares of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note
were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt
of $27,273. This amount was amortized over the 75 days life of the promissory note.



(I) On September 21, 2015,
the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. The
Company also agreed to issue 1,000,000 shares of common stock, valued at $30,000, as part of the note agreement. The proceeds of
the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on
the debt of $13,636. This amount is being amortized over the 90 days life of the promissory note. In the event that all principal
and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares of common
stock to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016.



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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 2015

(Unaudited)



(J) On September 25, 2015,
the Company issued a $55,750 Convertible Promissory Note to a lender for net loan proceeds of $45,000. The note bears interest
at a rate of 10% per annum (24% per annum default rate), is due on June 25, 2016, and is convertible at the option of the lender
into shares of the Company common stock at a Conversion Price equal to the lesser of (a) 55% of the lowest Trading Price during
the 25 Trading Day period prior to the Conversion Date or (b) $.00605 per share.



This convertible note contains
a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of
common stock issuable upon conversion of the note is indeterminate. Accordingly, we have recorded the fair value of the embedded
conversion feature as a derivative liability at the September 25, 2015 issuance date ($217,516) and revalued the conversion feature
at November 30, 2015 ($437,775). The $217,516 fair value of the conversion feature at the September 25, 2015 issuance date was
charged $55,750 to debt discounts (which is being amortized over the nine month life of the convertible note) and $161,766 to interest
expense. The $220,258 increase in the fair value of the derivative liability from September 25, 2015 to November 30, 2015 was charged
to other expense. The fair values of the derivative liability were calculated using the Black Scholes option pricing model and
the following assumptions: (i) stock prices of $0.025 and $0.05, respectively, (ii) exercise prices of $.00605 and $.00605, respectively,
(iii) terms of 274 days and 208 days, respectively, (iv) expected volatility of 382% and 393%, respectively, and (v) risk free
interest rates of 0.22% and 0.43%, respectively.



(K) On November 13, 2015,
the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 18, 2015. The
Company also agreed to issue 200,000 shares of common stock, valued at $6,000, as part of the note agreement. The proceeds of the
note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the
debt of $4,839. This amount is being amortized over the 35 days life of the promissory note. In the event that all principal and
interest are not paid to the lender by December 18, 2015, the Company is obligated to pay late fees of 5,000 shares of common stock
per day for the first 60 days after December 18, 2015, and beginning with the 61st day after December 18, 2015, any
balance owed shall accrue interest at a rate of 10% per annum.



NOTE 6 - NOTES PAYABLE  - RELATED PARTIES



Notes payable -
related parties consisted of the following:



|                                                                                                          |  | November 30, 2015 |          | May 31, 2015
|--------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | ------------
|Note payable to an individual significant stockholder, interest capped at $75,000, due on demand          |  | $                 | 150,000  |             
|Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured |  |                   | 2,688    |             
|Note payable to Company law firm, non-interest bearing, due on demand, unsecured                          |  |                   | 2,073    |             
|Total Notes Payable                                                                                       |  |                   | 154,761  |             
|Less: Current Portion                                                                                     |  |                   | (154,761 | )           
|Long-Term Notes Payable                                                                                   |  | $                 | —        |             



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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 2015

(Unaudited)



NOTE 7 - EQUITY TRANSACTIONS



On July 21, 2015 the Company
issued 1,000,000 shares of common stock for consulting services rendered to the Company which was recorded as consulting fees on
the statement of operations in the amount of $33,000.



On June 23, 2015, the Company
agreed to issue 500,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000 loan
to the Company (see Note 5).



On July 31, 2015, the
Company issued a total of 2,000,000 shares of common stock to two accredited investors in consideration of the investors
making two separate $25,000 loans to the Company (see Note 5).



On August 6, 2015, the Company
agreed to issue 2,000,000 shares of common stock to an accredited investor in consideration of the investor making a $50,000 loan
to the Company (see Note 5).



On August 21, 2015, the Company
agreed to issue 2,000,000 shares of common stock to an accredited investor in consideration of the investor making a $50,000 loan
to the Company (see Note 5).



On September 21, 2015, the
Company agreed to issue 1,000,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000
loan to the Company (see Note 5).



On November 13, 2015, the
Company agreed to issue 200,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000
loan to the Company (see Note 5).



NOTE 8 -  COMMITMENTS AND CONTINGENCIES



Service Agreements



On November 5, 2012, the Company
executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation
of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party.
Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due
him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans
receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 2). As of May 31, 2015,
this agreement has been terminated.



On November 15, 2012 and
June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for
monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party
provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two
agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service
providers. The term of the agreement for the first service provider is from September 1, 2015 to December 31, 2015 and
thereafter on a month-to-month basis. The term of the agreement for the second service provider is from September 1, 2015 to
December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at
any time without cause.



Effective September 1, 2015,
the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation
of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate
this Consulting Agreement at any time without cause.



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MUSIC OF YOUR LIFE, INC.

Notes to the Consolidated Financial
Statements

November 30, 2015

(Unaudited)



Equity Purchase Agreement



On July 24, 1015, the Company
executed an Equity Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC (“Kodiak”)
and issued a Promissory Note to Kodiak with a $50,000 face value for services rendered in association with the Equity Purchase
Agreement (see Note 5). The Equity Purchase Agreement (which expires July 24, 2016) provides for Kodiak to purchase up to $1,000,000
of the Company’s common stock to be sold at a 30% discount to market. The Company is required to file and have declared effective
a Registration Statement with the SEC relating to these shares. The Company initially filed a Registration Statement with the SEC
on October 9, 2015 but a Registration Statement has not yet been declared effective.



NOTE 9 - GOING CONCERN



The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. At November 30, 2015, the Company had negative working
capital of $1,051,843 and an accumulated deficit of $1,943,639. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern.



To date the Company has funded
its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal
year ended May 31, 2016 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s
ability to continue operations.



The Company is attempting
to improve these conditions by way of financial assistance through issuances of notes payable and additional equity and by generating
revenues through sales of products and services.



The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.



NOTE 10 - SUBSEQUENT EVENTS



On December 24, 2015, the
Company received $15,000 cash pursuant to a Securities Purchase Agreement with Kodiak Capital Group, LLC (“Kodiak”)
dated December 22, 2015 and issued Kodiak a $20,000 12% Convertible Redeemable Note due December 22, 2016. The note bears interest
at a rate of 12% per annum, is due December 22, 2016, and is convertible after 180 days at the option of Kodiak into shares of
the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 trading days prior to
the Conversion Date.



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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
that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD terrestrial radio stations around the
country. The network is also heard streaming across the Internet using our registered trademark, iRadio®. Music of Your Life®
has been on the air since 1978, making it the longest running syndicated music radio network in the world. Our principal source
of revenue comes from selling radio spots, or commercials on the network, and licensing our trade names. Expenses which comprise
the costs of goods sold will include licensing agreements and royalties, as well as operational and staffing costs related to the
management of the Company’s syndicated network. General and administrative expenses are comprised of administrative wages
and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous
office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and
promotional expenses, as well as travel and other miscellaneous related expenses.



Because we have incurred
losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our
uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during
the coming year.



RESULTS OF OPERATION



Following is management’s discussion
of the relevant items affecting results of operations for the three and six months ended November 30, 2015 and 2014.



Revenues. The Company generated net
revenues of $1,081 during the three months ended November 30, 2015 compared to $48 for the three months ended November 30, 2014.
The Company generated net revenues of $3,799 during the six months ended November 30, 2015 compared to $1,966 for the six months
ended November 30, 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 six months ended November 30, 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 November 30, 2015 were $52,000 compared to $35,500 for the
three months ended November 30, 2014. Salaries and consulting fees for the six months ended November 30, 2015 were $91,500
compared to $72,000 for the six months ended November 30, 2014. This expense category included stock-based compensation to
consultants of $33,000 and $-0- for 2015 and 2014, respectively, and included chief executive officer accrued compensation of
$-0- and $60,000 for 2015 and 2014, respectively. We expect that salaries and consulting expenses, that are cash instead
of share-based, will increase as we add personnel to build our multi-media entertainment business.



Professional Fees. Professional
fees for the three months ended November 30, 2015 were $34,288 compared to $17,677 for the three months ended November 30,
2014. Professional fees for the six months ended November 30, 2015 were $48,570 compared to $26,058 for the six months ended
November 30, 2014. We anticipate that professional fees will increase in future periods as we scale up our operations.

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Selling, General and Administrative
Expenses. Selling, general and administrative expenses were $39,712 for the three months ended November 30, 2015 compared
to $26,838 for the three months ended November 30, 2014. Selling, general and administrative expenses were $82,508 for the
six months ended November 30, 2015 compared to $45,103 for the six months ended November 30, 2014. 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 $488,428 for the three months ended November 30, 2015 compared to net other expenses
of $39,815 for the three months ended November 30, 2014. The Company had net other expense of $579,286 for the six months
ended November 30, 2015 compared to net other expenses of $93,191 for the six months ended November 30, 2014. During the six
months ended November 30, 2015, other expenses incurred were comprised of interest expenses related to notes payable in the
amount of $309,028, which included the amortization of debt discounts. During the six months ended November 30, 2015, the
Company also recorded a loss on the change in fair value of derivative liability in the amount of $220,258.



LIQUIDITY AND CAPITAL RESOURCES



As of November 30, 2015, our primary source
of liquidity consisted of $31,095 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with
local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans,
and through the private placement of our common stock.



We have sustained significant net losses which
have resulted in negative working capital and an accumulated deficit at November 30, 2015 of $1,051,843 and $1,943,639, respectively,
which raises doubt about our ability to continue as a going concern. We generated a net loss for the six months ended November
30, 2015 of $798,065. 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.



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Our significant accounting policies
are summarized in Note 2 of our financial statements included in our May 31, 2015 Form 10-K. While all of these significant accounting
policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined
to be critical are those policies that have the most significant impact on our financial statements and require management to use
a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause
a material effect on our results of operations, financial position or liquidity for the periods presented in this report.



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 periods presented in this report.



OFF-BALANCE SHEET ARRANGEMENTS



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



Item 3. Quantitative
and Qualitative Disclosures about Market Risks



Not applicable because we are a smaller
reporting company.



Item 4. Controls
and Procedures



Evaluation of Disclosure Controls
and Procedures



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



Changes in Internal Controls Over
Financial Reporting



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



PART II - OTHER INFORMATION



Item 1. Legal
Proceedings.



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



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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 July 21, 2015 the Company
issued 1,000,000 shares of common stock for consulting services rendered to the Company which was recorded as consulting fees on
the statement of operations in the amount of $33,000.

On June 23, 2015, the Company
agreed to issue 500,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000 loan
to the Company.

On July 31, 2015, the Company
issued a total of 2,000,000 shares of common stock to two accredited investors in consideration of the investors making two separate
$25,000 loans to the Company.

On August 6, 2015, the Company
agreed to issue 2,000,000 shares of common stock to an accredited investor in consideration of the investor making a $50,000 loan
to the Company.

On August 21, 2015, the Company
agreed to issue 2,000,000 shares of common stock to an accredited investor in consideration of the investor making a $50,000 loan
to the Company.

On September 21, 2015, the Company
agreed to issue 1,000,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000 loan
to the Company.

On November 13, 2015, the Company
agreed to issue 200,000 shares of common stock to an accredited investor in consideration of the investor making a $25,000 loan
to the Company.

With respect to the transactions noted
above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a
“sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no
underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its
securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2)
of the Securities Act of 1933.



Item 3. Defaults
Upon Senior Securities.



The Company has not paid the principal
and interest due on seven notes payable aggregating $250,000 at November 30, 2015. See Note 5 to the Consolidated Financial Statements.



Item 4. Mine
Safety Disclosures



Not Applicable.



Item 5. Other
Information.



None.



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Item 6. Exhibits.



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



---





SIGNATURES



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



|                       | Music of Your Life, Inc.
|---------------------- | ------------------------
|                       |                         
|Date: January __, 2016 | By:                     
|                       |                         
|                       |                         
|                       |                         
|                       |                         





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