3225 McLeod Drive, Suite 100
Las Vegas, NV89121
(800) 351-3021
January 28, 2016
VIA EMAIL AND EDGAR
Kathleen Krebs
Emily Drazan - Staff Attorney
Celeste M. Murphy - Legal Branch Chief
Larry Spirgel - Assistant Director
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
DrazanE@SEC.GOV
Re: Music of Your Life, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 19, 2016
File No. 333-208888
Dear MesdamesKrebs, Drazan and Murphy and Messr. Spirgel:
We serve as counsel to Music of Your Life, Inc., a Florida corporation (the “Company”) with respect to its submission of an amended registration statement with the U.S. Securities and Exchange Commission (hereafter, the “Commission”) on Form S-1 (“Registration Statement”), filed on January 19, 2016. We are in receipt of your email to the Company, dated January 26, 2016, and this letter is written in response thereto. We have reproduced your 4 comments below, highlighted in bold, with our responses following immediately thereafter.
General
1. | COMMENT. Please revise your registration statement to provide updated financial statements and related disclosures as required by Rule 8-08 of Regulation S-X. |
RESPONSE: We have included updated financial statements as required.
Exhibits
2. | COMMENT.Please file all your material debt agreements as exhibits, including the promissory note issued to Kodiak Capital. You may wish to refer to Items 601(b)(4) and (b)(10) of Regulation S-K. |
RESPONSE: We have included material debt agreements as exhibits to this amended registration statement.
U.S. Securities & Exchange Commission
Division of Corporate Finance
January 28, 2016
Page 2
Exhibit 5.1
3. | COMMENT. So that it is clear that counsel is opining on the legality of the securities being registered on the current registration statement, please file a revised legality opinion in which counsel references the current registration statement, the number of securities being registered and the resale of the securities by the selling stockholder. |
RESPONSE: Counsel has revised his opinion accordingly.
Exhibits 23.1 and 23.2
4. | COMMENT. Please have the auditors provide new, updated consents that relate to the current registration statement |
RESPONSE: Auditors have provided new, updated consents that relate to the current registration statement.
We will file this letter as correspondence via EDGAR contemporaneous with its dispatch to you via email. In the meantime, please feel free to call John D. Thomas at (801) 816 2536 or respond via email or facsimile if you have any further comments or questions.
Very truly yours,
MUSIC OF YOUR LIFE, INC.
/s/ Marc Angell
Marc Angell
Chief Executive Officer