MAUGHAN MUSIC GROUP, LLC AGREEMENT	6 Months Ended
Jul. 31, 2020
Notes to Financial Statements
MAUGHAN MUSIC GROUP, LLC AGREEMENT	7. MAUGHAN MUSIC GROUP, LLC AGREEMENT As of May 28, 2020, the Company, Maughan Music, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company formed May 26, 2020 to facilitate this transaction (“Merger Sub”), and Maughan Music Group LLC, an Arizona limited liability company (the “Target”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions therein, the Target would be merged with and into Merger Sub (the “Merger”) and the separate existence of the Target would cease. Following the effectiveness of the Merger, Merger Sub would continue as the surviving corporation of the Merger (the “Surviving Corporation”). It was intended that the Merger would qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger closed on June 12, 2020. Effective upon the closing of the Merger (i) all equitable interests of the Target (“Target Equity”) then outstanding were converted into the right to receive a total of 925,000 shares of common stock of the Company, $0.0001 par value per share (“Shares”), to be distributed pro rata to the members of the Target, and (ii) each share of common stock, $0.0001 par value per share, of Merger Sub then outstanding effectively remained one share of common stock of the Surviving Corporation. Holders of Target Equity received cash in lieu of fractional shares, if applicable. The 925,000 shares of common stock issued by the Company in this transaction were valued at $115,532, based on the closing market price of the Company’s common stock of $0.1249 per share on the June 12, 2020 closing date. At July 31, 2020, based on the underlying structure of the transaction, the Company determined that the $115,532 of consideration paid in the form of common stock for the acquisition of Maughan Music Group, LLC had no future value. Accordingly, such amount was charged to operations for the period from February 11, 2020 (inception) through July 31, 2020.

MAUGHAN MUSIC GROUP, LLC AGREEMENT

6 Months Ended

Jul. 31, 2020

7. MAUGHAN MUSIC GROUP, LLC AGREEMENT

As of May 28, 2020, the Company, Maughan Music, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company formed May 26, 2020 to facilitate this transaction (“Merger Sub”), and Maughan Music Group LLC, an Arizona limited liability company (the “Target”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions therein, the Target would be merged with and into Merger Sub (the “Merger”) and the separate existence of the Target would cease. Following the effectiveness of the Merger, Merger Sub would continue as the surviving corporation of the Merger (the “Surviving Corporation”). It was intended that the Merger would qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger closed on June 12, 2020.

Effective upon the closing of the Merger (i) all equitable interests of the Target (“Target Equity”) then outstanding were converted into the right to receive a total of 925,000 shares of common stock of the Company, $0.0001 par value per share (“Shares”), to be distributed pro rata to the members of the Target, and (ii) each share of common stock, $0.0001 par value per share, of Merger Sub then outstanding effectively remained one share of common stock of the Surviving Corporation. Holders of Target Equity received cash in lieu of fractional shares, if applicable.

The 925,000 shares of common stock issued by the Company in this transaction were valued at $115,532, based on the closing market price of the Company’s common stock of $0.1249 per share on the June 12, 2020 closing date. At July 31, 2020, based on the underlying structure of the transaction, the Company determined that the $115,532 of consideration paid in the form of common stock for the acquisition of Maughan Music Group, LLC had no future value. Accordingly, such amount was charged to operations for the period from February 11, 2020 (inception) through July 31, 2020.