PRE 14C 1 pre14c_myli72116.htm FORM PRE 14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14C

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

Preliminary information statement
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
Definitive information statement

MUSIC OF YOUR LIFE, INC.


(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

No fee required

 

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

 

  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:
  (2) Form, Schedule or Registration Statement No.:
  (3) Filing Party:
  (4) Date Filed:

   
 

MUSIC OF YOUR LIFE, INC.

3225 McLeod Drive, Suite 100

Las Vegas, NV 89103

 

PRELIMINARY INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

INTRODUCTION

 

This Information Statement is furnished to the stockholders of Music of Your Life, Inc., a Florida corporation, in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect an amendment and restatement of our Articles of Incorporation (“Restatement”) to increase the authorized common shares of common stock. The foregoing actions have been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting of our outstanding common stock and Series A Preferred Stock as well as our board of directors, by written consent on July 21, 2016. We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Restatement to this Information Statement for your reference.

 

RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION

 

If the Restatement were not adopted by majority written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened for the specific purpose of approving the Restatement. The elimination of the need for a special meeting of stockholders to approve the Restatement is made possible by Section 607.0704 of the 2012 Florida Statutes (the “Statutes”), which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to the Statutes, a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Restatement. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders that the Restatement t be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice of the action taken.

 

The record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of business on July 21, 2016 (the “Record Date”). As of the Record Date, we had outstanding:

(i)218,993,086 shares of common stock; and
(ii)200 shares of Series A Preferred Stock which are entitled to 2,000,000 votes per share, and may vote with holders of the Company’s Common Stock on all matters which common stockholders may vote;

 

The transfer agent for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Pkwy #300, Las Vegas, NV 89119.

 

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NO MEETING OF STOCKHOLDERS REQUIRED

 

We are not soliciting any votes in connection with the Restatement. The persons that have consented to the Restatement hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve the Restatement.

 

RESTATEMENT OF ARTICLES OF INCORPORATION

 

We are amending and restating our Articles of Incorporation in their entirety to make the following changes:

 

Change in Authorized Common Stock. We are increasing the authorized common stock to two billion.

 

Reduction in Par Value. We are decreasing the par value of the common stock to $0.0001 per share.

 

These changes to our Articles of Incorporation will enable the Company’s board of directors, without further authorization from shareholders, to issue up to 2,000,000,000 shares of common stock and up to 20,000,000 shares of preferred stock having such rights, privileges, and preferences as determined by the board of directors, for consideration deemed adequate in exchange for such shares. We have attached a copy of the Restatement to this Information Statement.

 

PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK

 

We have discussed the possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement, and incentive plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further issuances of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized by our Articles of Incorporation. Any material common stock issuances will be disclosed in accordance with the disclosure requirements of the Securities Exchange Act of 1934.

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The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of July 21, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 3225 McLeod Drive, Suite 100, Las Vegas, NV 89103. As of July 21, 2016, we had 218,993,086 shares of common stock issued and outstanding and 200 shares of preferred stock outstanding. While each of our shares of common stock holds one vote, each share of our Series A Preferred Stock holds two million (2,000,000) votes. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.

 

Name

 
 

Shares of

Common

Stock

Beneficially

Owned

 
 

Percent

of Class

 
 

Shares of

Series A

Preferred

Stock

Beneficially

Owned

 
 

Percent of

Class

 
 

Other

Beneficial

Ownership

 
 

Total

 
 

Voting

Percentage

for all

Classes (fully-diluted)

 
Jacquie Angell(1)    —      *    —      *    39,112,422    39,112,422    17.86%
Marc Angell(2)    —      *    —      *    39,112,422    39,112,422    17.86%
Angell Family Trust(3)    39,112,422    17.86%   200    100%   —      39,112,622    70.94%
All directors and executive officers as a group
(1 person)
   —      *    —      *    39,112,422    39,112,422    17.86%

 

(1)Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 20,000,000 shares of common stock she granted to the Angell Family Trust, and 19,112,422 shares of common stock granted by her husband, Marc Angell, to the Angell Family Trust.
(2)CEO/Chairman of the Board of Directors and spouse of shareholder, Jacquie Angell. Includes 19,112,422 shares of common stock he granted to the Angell Family Trust, and 20,000,000 shares of common stock his wife, Jacquie Angell, granted to the Angell Family Trust.
(3)Includes 19,112,422 shares of common stock granted to the Angell Family Trust by Marc Angell, and 20,000,000 shares of common stock granted to the Angell Family Trust by Jacquie Angell. Also includes 200 shares of Series A Preferred Stock which collectively hold 400,000,000 votes.
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NO DISSENTER’S RIGHTS

 

Under the Statutes, stockholders are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles of Incorporation.

 

PROPOSALS BY SECURITY HOLDERS

 

No security holder has requested us to include any additional proposals in this Information Statement.

 

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

 

No officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Restatement.

 

ADDITIONAL INFORMATION

 

We file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

Only one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us at 3225 McLeod Drive, Suite 100, Las Vegas, NV 89103, or by calling us at (805) 643-4256. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of the Company.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ Marc Angell

Marc Angell

Chief Executive Officer

July 22, 2016 

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