Quarterly Report (10-q)

Datum : 17/07/2017 @ 22h05
Quelle : Edgar (US Regulatory)
Name : Destiny Media Technologies, Inc. (QB) (DSNY)
Kurs : 0.185  0.0 (0.00%) @ 15h30
Destiny Media Technologies, Inc. (QB) share price Chart

Quarterly Report (10-q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2017

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 0-28259

DESTINY MEDIA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

NEVADA 84-1516745
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1110 – 885 West Georgia Street,  
Vancouver, British Columbia, Canada V6C 3E8
(Address of principal executive offices) (Zip Code)

604-609-7736
(Registrant's telephone number, including area code)

____________________________________________________________
(Former name, former address and former fiscal year, if changes 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes    [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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)
[X] 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 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 a smaller reporting company) Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[  ]Yes    [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, par value $0.001, as of July 17, 2017 was 55,013,874.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Financial Statements

Destiny Media Technologies Inc.
(Unaudited)
Nine months ended May 31, 2017
(Expressed in United States dollars)


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
Unaudited

As at            
    May 31,     August 31,  
    2017     2016  
   $    $  
             
ASSETS            
Current            
Cash and cash equivalents   1,164,575     662,743  
Accounts receivable, net of allowance for            
   doubtful accounts of $1,958 [Aug 31, 2016 – $4,049]   418,182     628,135  
Other receivables   13,385     15,051  
Current portion of long term receivable [note 3]   90,091     113,834  
Prepaid expenses   33,937     61,525  
Deposits   22,282      
Total current assets   1,742,452     1,481,288  
Deposits   25,902     22,978  
Long term receivable [note 3]       61,642  
Property and equipment, net   117,848     174,951  
Intangible assets, net   88,425     110,017  
Total assets   1,974,627     1,850,876  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Current            
Accounts payable   105,600     108,157  
Accrued liabilities   174,102     190,077  
Deferred leasehold inducement   2,808     28,962  
Deferred revenue   1,924     23,563  
Obligation under capital lease – current portion [ note 5 ]   7,228     5,240  
Total current liabilities   291,662     355,999  
Obligation under capital lease – long term portion [ note 5 ]       6,472  
Total liabilities   291,662     362,471  
             
Commitments and contingencies [notes 5 and 8]            
Stockholders’ equity            
Common stock, par value $0.001 [note 4]  
   Authorized: 100,000,000 shares 
   Issued and outstanding: 55,013,874 shares 
      [Aug 31, 2016 – issued and outstanding 55,013,874 shares]
  55,014     55,014  
Additional paid-in capital   9,703,286     9,666,080  
Accumulated deficit   (7,694,166 )   (7,896,312 )
Accumulated other comprehensive (loss)   (381,169 )   (336,377 )
Total stockholders’ equity   1,682,965     1,488,405  
Total liabilities and stockholders’ equity   1,974,627     1,850,876  

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Expressed in United States dollars)
Unaudited

    Three Months     Three Months     Nine Months     Nine Months  
    Ended     Ended     Ended     Ended  
    May 31,     May 31,     May 31,     May 31,  
    2017     2016     2017     2016  
    $    $   $   $    $  
                         
Revenue [note 10]   897,475     875,502     2,571,582     2,487,120  
                         
Operating expenses                        
General and administrative   137,382     202,016     526,159     595,605  
Sales and marketing   232,483     257,536     735,895     910,322  
Research and development   327,776     362,920     998,915     1,013,682  
Depreciation and Amortization   37,048     60,746     120,538     163,771  
    734,689     883,218     2,381,507     2,683,380  
Income (loss) from operations   162,786     (7,716 )   190,075     (196,260 )
Other income                        
Interest income   3,437     4,903     12,071     17,057  
Net income (loss)   166,223     (2,813 )   202,146     (179,203 )
                         
Other comprehensive income (loss)                        
Foreign currency translation adjustments   (30,661 )   68,915     (44,792 )   31,850  
                         
Total comprehensive income (loss)   135,562     66,102     157,354     (147,353 )
                         
Net income (loss) per common share, basic and diluted   0.00     (0.00 )   0.00     (0.00 )
                         
Weighted average common shares outstanding:                        
                         
     Basic and diluted   55,013,874     55,013,874     55,013,874     54,645,261  

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Expressed in United States dollars)
Unaudited

                            Accumulated     Total  
                Additional           other     stockholders’  
    Common stock           paid-in     Accumulated     comprehensive     equity  
    Shares     Amount     capital     Deficit     (loss)        
    #    $    $    $    $    $  
Balance, August 31, 2016   55,013,874     55,014     9,666,080     (7,896,312 )   (336,377 )   1,488,405  
Total comprehensive income (loss)               202,146     (44,792 )   157,354  
Stock based compensation – Note 4           37,206             37,206  
Balance, May 31, 2017   55,013,874     55,014     9,703,286     (7,694,166 )   (381,169 )   1,682,965  

See accompanying notes


Destiny Media Technologies Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
Unaudited

    Nine Months     Nine Months  
    Ended     Ended  
    May 31,     May 31,  
    2017     2016  
    $    $  
             
OPERATING ACTIVITIES            
Net income (loss)   202,146     (179,203 )
Items not involving cash:            
   Depreciation and amortization   120,538     163,771  
   Stock-based compensation   37,206     37,206  
   Deferred leasehold inducement   (25,644 )   (25,557 )
   Unrealized foreign exchange   2,475     (3,590 )
Changes in non-cash working capital:            
   Accounts receivable   193,701     (33,979 )
   Other receivables   1,228     7,733  
   Prepaid expenses and deposits   (164 )   13,283  
   Accounts payable   (3,878 )   (57,454 )
   Accrued liabilities   (9,954 )   8,233  
   Deferred revenue   (21,230 )   (101 )
   Long term receivable   78,759     75,932  
Net cash provided by operating activities   575,183     6,274  
             
INVESTING ACTIVITY            
Purchase of property and equipment   (49,457 )   (157,083 )
Net cash used in investing activity   (49,457 )   (157,083 )
             
FINANCING ACTIVITY            
Common stock issued in private placements       496,360  
Net cash provided in financing activity       496,360  
             
Effect of foreign exchange rate changes on cash   (23,894 )   23,535  
             
Net increase in cash during the period   501,832     369,086  
Cash, beginning of the period   662,743     387,316  
Cash, end of the period   1,164,575     756,402  
             
Supplementary disclosure            
Interest paid        
Income taxes paid        

See accompanying notes


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

1. ORGANIZATION

Destiny Media Technologies Inc. (the “Company”) was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. The Company develops technologies that allow for the distribution over the Internet of digital media files in either a streaming or digital download format. The technologies are proprietary. The Company operates out of Vancouver, BC, Canada and serves customers predominantly located in the United States, Europe and Australia.

The Company’s stock is listed for trading under the symbol “DSNY” on the OTCQB U.S. in the United States, under the symbol “DSY” on the TSX Venture Exchange and under the symbol “DME” on the Berlin, Frankfurt, Xetra and Stuttgart exchanges in Germany.

2. BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ended August 31, 2017.

The balance sheet at August 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended August 31, 2016.

1


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

3. LONG TERM RECEIVABLE

The Company agreed to settle litigation with an unrelated party. Pursuant to a Settlement Deed dated March 5, 2012, the Company became entitled to a settlement sum of $825,000 Australian dollars (“AUD”) (US $858,194), receivable in monthly installments over the course of 72 months, beginning on March 31, 2012 and ending on February 28, 2018. The balance is due to be paid in equal monthly installments of $14,050AUD until the end of the obligation. The unpaid balance accrues interest of 10.25% per annum compounded monthly. The receivable is secured by a registered charge against real estate located in Australia. As of May 31, 2017, installments of $957,050AUD including interest of $253,199AUD have been received.

The following table summarizes the changes regarding the carrying value of the remaining receivable balance during the nine-month period ended May 31, 2017 and for the year ended August 31, 2016:

    May 31, 2017     August 31, 2016  
    $     $  
Beginning balance   175,476     265,530  
Gross installments received   (95,182 )   (123,442 )
Interest included in above   10,661     23,172  
Foreign exchange impact   (864 )   10,216  
Ending balance   90,091     175,476  

The foreign exchange impact in above table is partially allocated into other comprehensive income (loss) and partially allocated into exchange gain (loss) on income statement.

Payments to be received over the next two fiscal years as follows:

    Principal     Interest     Total  
   $    $    $  
                   
2017   29,284     2,060     31,344  
2018   60,807     1,830     62,637  
    90,091     3,890     93,981  

2


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

4. STOCKHOLDERS’ EQUITY

[a] Common stock issued and authorized

The Company is authorized to issue up to 100,000,000 shares of common stock, par value $0.001 per share.

During the nine months ended May 31, 2017, no shares were issued.

[b] Stock option plans

The Company has two existing stock option plans (the “Plan”), namely the 2006 Stock Option Plan and the 2015 Stock Option Plan, under which up to 7,750,000 shares of the common stock, has been reserved for issuance. A total of 2,253,181 common shares remain eligible for issuance under the plan. The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12 or 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the common shares underlying them are returned to the reserve. The options generally have a contractual term of five years.

Stock-Based Payment Award Activity

A summary of option activity under the Plans as of May 31, 2017, and changes during the period ended are presented below:

                Weighted        
                         
    Weighted     Average     Aggregate        
          Average     Remaining     Intrinsic  
          Exercise Price     Contractual     Value  
Options   Shares     $     Term    $  
Outstanding at August 31, 2016   950,000     0.40     1.58      
Granted                
Forfeited   (200,000 )   0.40          
Expired                
Outstanding at May 31, 2017   750,000     0.40     1.03      
Exercisable at May 31, 2017   750,000     0.40     1.03      

3


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

4. STOCKHOLDERS’ EQUITY (cont’d.)

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options that were in-the-money at May 31, 2017.

The following table summarizes information regarding the non-vested stock purchase options outstanding as of May 31, 2017:

          Weighted  
          Average  
    Number of Options     Grant Date  
          Fair Value  
          $  
Non-vested options at August 31, 2016   281,250     0.08  
Granted        
Vested   (281,250 )   0.08  
Non-vested options at May 31, 2017        

During the nine month periods ended May 31, 2017 and 2016, stock-based compensation expense has been reported in the consolidated statement of operations and comprehensive income as follows:

    Three Months Ended     Nine Months Ended  
    May 31     May 31     May 31     May 31  
    2017     2016     2017     2016  
    $    $     $    $  
Stock-based compensation:                        
         General and administrative   8,764     7,152     26,292     21,455  
         Sales and marketing   1,075     3,266     3,638     9,798  
         Research and development   2,563     1,984     7,276     5,953  
Total stock-based compensation   12,402     12,402     37,206     37,206  

[c] Employee Stock Purchase Plan

The Company’s 2011 Employee Stock Purchase Plan (the “Plan”) became effective on February 22, 2011. Under the Plan, employees of Destiny are able to contribute up to 5% of their annual salary into a pool which is matched equally by Destiny. Independent directors are able to contribute a maximum of $12,500 each for a combined maximum annual purchase of $25,000.

4


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

4. STOCKHOLDERS’ EQUITY (cont’d.)

The maximum annual combined contributions will be $400,000. All purchases are made through the Toronto Stock Exchange by a third party plan agent. The third party plan agent will also be responsible for the administration of the Plan on behalf of Destiny and the participants.

During the nine months ended May 31, 2017, the Company recognized compensation expense of $37,580 (2016 - $25,896) in salaries and wages on the consolidated statement of operations and comprehensive income in respect of the Plan, representing the Company’s employee matching of cash contributions to the plan. The shares were purchased on the open market at an average price of $0.21 (2016 - $0.22) . The shares are held in trust by the Company for a period of one year from the date of purchase.

[d] Warrants

As at May 31, 2017, the Company has the following common stock warrants outstanding:

    Number of                 Aggregate  
    Common     Exercise     Date     Intrinsic  
    Shares     Price     of     Value  
    Issuable     $     Expiry    $  
$0.30 Warrants   1,010,000     0.30     October 20,2017      
    1,010,000                  

The Company will have the right to accelerate the expiry date of all of the warrants if, at any time, the average closing price of the Company’s common shares is equal to or greater than $1.25 for 20 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.

5


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

5. COMMITMENTS

The Company previously entered into a sublease agreement commencing May 1, 2015 and expiring June 29, 2017 for a premise with free occupation from December 2014 to May 2015. During the quarter the Company entered a new lease agreement for the same premise from July 1 2017 to June 30, 2022. The Company has fiscal year payments committed as follows:

   $  
       
2017   59,462  
2018   227,180  
2019   232,431  
2020   239,298  
2021   244,550  
2022   208,841  

During the nine months ended May 31, 2017 the Company incurred rent expense of $172,801 (2016 - $163,078) which has been allocated between general and administrative expenses, research and development and sales and marketing on the consolidated statement of operations and comprehensive income. The rent expense during the nine months ended May 31, 2017 has included the allocation of rental payments on a straight-line basis.

In February 2015, the Company entered into a capital lease. The Company is committed to make payments under its capital leases for the remaining terms of the leases as follows:

   $  
2017   1,049  
2018   6,504  
Total lease payments   7,553  
Less: Amounts representing interest   (325 )
Balance of obligation   7,228  
Less: Current portion   (7,228 )
Long term portion   Nil  

6


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

6. RELATED PARTY TRANSACTIONS

There were no related party transactions during the nine months ended May 31, 2017 and comparative period ended May 31, 2016.

7. INCOME TAX

The Company has adopted the provisions of ASC 740, Income taxes. This standard clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company and its subsidiaries are subject to U.S. federal income tax, Canadian income tax, as well as income tax of multiple state and local jurisdictions. Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s evaluation was performed for the tax years ended August 31, 1999 through August 31, 2016, the tax years which remain subject to examination by major tax jurisdictions as of May 31, 2017. The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the financial statements as selling, general and administrative expense.

8. CONTINGENCIES

On November 8, 2011, the Company was served with a Notice of Civil Claim in the Supreme Court of British Columbia from Noramco Capital Corporation for $100,000. The claim asserts that the Company has repudiated a subscription agreement entered into in August 2000. Management believes the claim is without merit and that the likelihood that the outcome of this matter will have a material adverse impact on its result of operations, cash flows and financial condition of the Company is remote. The Company has filed a counterclaim against Noramco and the alleged major beneficial shareholder of Noramco, R. A. Bruce McDonald, for damages arising from a proposed private placement in 2000 which did not close.

7


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

9. NEW ACCOUNTING PRONOUNCEMENTS

Accounting Standards Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”) in August 2015. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Further to ASU 2014-09 and ASU 2015-14, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”) in March 2016, ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”) in April 2016, and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), respectively. The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, including indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. ASU 2016-10 clarifies guideline related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The updates in ASU 2016-10 include targeted improvements based on input the FASB received from the Transition Resource Group for Revenue Recognition and other stakeholders. It seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. ASU 2016-12 addresses narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition. Additionally, the amendments in this ASU provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for ASU 2016-08, ASU 2016-10 and ASU 2016-12 are the same as ASU 2014-09. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 on our consolidated financial statements.

8


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

9. NEW ACCOUNTING PRONOUNCEMENTS (cont’d.)

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. We are currently evaluating the impact of the adoption of this new standard on our consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, the amendments in ASU 2015-17 require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect the adoption of ASU 2015-17 to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in this update create Topic 842, Leases, and supersede the leases requirements in Topic 840, Leases. Topic 842 specifies the accounting for leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The main difference between Topic 842 and Topic 840 is the recognition of lease assets and lease liabilities for those leases classified as operating leases under Topic 840. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. Early application of the amendments in ASU 2016-02 is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

9


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

9. NEW ACCOUNTING PRONOUNCEMENTS (cont’d.)

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

10


Destiny Media Technologies Inc.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in United States dollars)
Unaudited

Nine months ended May 31, 2017 and 2016

10. CONCENTRATIONS AND ECONOMIC DEPENDENCE

The Company operates solely in the digital media software segment and all revenue from its products and services are made in this segment.

Revenue from external customers, by product and location of customer, is as follows:

    Three Months Ended     Nine Months Ended  
    May 31     May 31     May 31     May 31  
    2017     2016     2017     2016  
    $    $     $    $  
Play MPE®                        
                         
North America   388,472     368,449     1,059,599     1,020,476  
Europe   425,017     422,699     1,262,277     1,224,132  
Australasia   74,522     69,345     218,106     201,388  
Total Play MPE®   888,011     860,493     2,539,982     2,445,996  
                         
Clipstream ®                        
                         
North America   9,464     15,009     31,600     41,124  
Outside of North America                
Total Clipstream ®   9,464     15,009     31,600     41,124  
                         
Total revenue   897,475     875,502     2,571,582     2,487,120  

Revenue in the above table is based on location of the customer. Some of these customers have distribution centers located around the globe and distribute around the world. During the nine months ended May 31, 2017, the Company generated 40% of total revenue from one customer [2016 – 42%].

It is in management’s opinion that the Company is not exposed to significant credit risk.

As at May 31, 2017, one customer represented $238,170 (57%) of the trade receivables balance [August 31, 2016 – one customer represented $354,459 (63%)].

The Company has substantially all its assets in Canada and its current and planned future operations are, and will be, located in Canada.

11


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the accompanying financial statements and notes thereto included within this Quarterly Report on Form 10-Q. In addition to historical information, the information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors described in this Quarterly Report, including the risk factors under “Item 1A. Risk Factors.” of part II, and, from time to time, in other reports the Company files with the Securities and Exchange Commission. These factors may cause the Company’s actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Such information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

OVERVIEW AND CORPORATE BACKGROUND

Destiny Media Technologies, Inc. was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. We carry out our business operations through our wholly owned subsidiary, Destiny Software Productions Inc., a British Columbia company that was incorporated in 1992, MPE Distribution, Inc. a Nevada company that was incorporated in 2007 and Sonox Digital Inc incorporated under the Canada Business Corporations Act in 2012. The “Company”, “Destiny Media”, “Destiny” or “we” refers to the consolidated activities of all four companies.

Our principal executive office is located at Suite 1110, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. Our telephone number is 604-609-7736 and our facsimile number is 604-609-0611.

Our common stock trades on TSX Venture Exchange in Canada under the symbol “DSY”, on the OTCQB U.S. (“OTCQB”) under the symbol “DSNY”, and on various German exchanges (Frankfurt, Berlin, Stuttgart and Xetra) under the symbol DME, WKN 935 410.

Our corporate website is located at http://www.dsny.com .

OUR PRODUCTS AND SERVICES

Destiny develops and markets services that enable the secure distribution of digital media content over the Internet. Destiny services are based around proprietary security, watermarking and instant play streaming media technologies.

The Play MPE® digital distribution service is used commercially by the recording industry to distribute new music and music videos to trusted recipients such as radio and press before that content is generally available for sale to the public.

Clipstream® is a suite of products and services under development, which are based around the Company's new cross platform Javascript and HTML 5 canvas tag rendering engine. Video is encoded into a proprietary streaming media technology which has been under development since 2010. Provisional patent priority is claimed to August 2011. The Company had another streaming media product with the same brand that launched in 2000 which is only loosely related to this new generation technology.

The unique patented approach in the rendering engine has a large number of advantages over the more typical reliance on video plug-ins, the HTML 5 video tag and dedicated playback applications for mobile.


Play MPE®

Play MPE® is a digital delivery service for securely moving broadcast quality audio, video, images, promotional information and other digital content securely through the internet. The system is currently used by the recording industry for transferring pre-release broadcast quality music, radio shows, and music videos to trusted recipients such as radio stations, media reviewers, VIP’s, DJ’s, film and TV personnel, sports stadiums and retailers. The system replaces the physical distribution (mail, courier or hand delivery) of CD’s. The financial model is transaction based, where the price per delivery varies with the number of songs and videos delivered.

Record labels around the world, including all three major labels (Universal Music Group, Warner Music Group and Sony Music Entertainment), are regularly using Play MPE® to deliver their content to radio.

Clipstream®

The Clipstream® Online Video Platform (OVP) is a self-service, high capacity, and high performance system, for encoding, hosting and reporting on video playback which can be embedded in third party websites or emails. Playback is through the Company’s proprietary JavaScript codec engine, which is only available on the internet through the Company. Until additional features are added, this product is marketed in a limited way and has incidental revenues.

The Clipstream® JavaScript codec engine is based on the latest compression techniques from the next-generation HEVC standard. The unique software based approach to rendering video, protected by over two dozen patents claiming initial priority to 2011, has a number of advantages over the traditional approach of using plug-ins (for example, Flash), or browser supported formats (for example, H.264). With the JavaScript codec approach, the Company can offer new features such as enhanced security, interactivity, and future proofing of their content. A new feature can be created and applied cross platform for all HTML5 compliant devices without a rollout period. This feature is currently only available as a component of the Clipstream® OVP solution but the Company will seek licensing opportunities in the future.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 2017 AND MAY 31, 2016

Revenue

Total revenue for the nine months ended May 31, 2017 increased by 3% to $2,571,582 (2016 - $2,487,120). Play MPE® revenue currently accounts for 99% of the Company’s revenue (2016 - 98%). The increase in Play MPE® in the nine months ended May 31, 2017 is the result of increases in all of geographic areas. Total quarterly revenue grew year over year for the sixth consecutive quarter.

During the nine months ended May 31, 2017, 50% of our Play MPE® revenues were denominated in Euros and 8% were denominated in Australian Dollars (2016: 50% and 8%, respectively).

Operating Expenses

Overview

As our technologies and products are developed and maintained in-house, the majority of our expenditures are on salaries and wages and associated expenses; office space, supplies and benefits. Our operations are primarily conducted in Canada.

Overall costs dropped by 11% to $2,381,507 (2016 – $2,683,380) during the nine months ended May 31, 2017. The majority of this decline is the result of reductions in Clipstream marketing, staff health benefits, accrued vacation, telecommunication costs and public company expenditures.

The Company maintains most of its financial reserves in Canadian dollars to mitigate the downside risk of adverse exchange rates.



General and administrative    31-May       31-May      $      %  
    2017     2016     Change     Change  
    (9 months)   (9 months)            
    $     $              
Wages and benefits   271,316     247,997     23,319     9.4%  
Rent   27,207     22,892     4,315     18.8%  
Telecommunications   26,706     30,008     (3,302 )   (11.0% )
Bad debt   (1,997 )   4,211     (6,208 )   (147.4% )
Office and miscellaneous   109,304     191,777     (82,473 )   (43.0% )
Professional fees   93,623     98,720     (5,097 )   (5.2% )
    526,159     595,605     (69,446 )   (11.7% )

Our general and administrative expenses consist primarily of salaries and related personnel costs including overhead, professional fees, and other general office expenditures. The decrease in office and miscellaneous is partially due to the reduction of public company expenditures and partially due to the positive foreign exchange impacts.

Sales and marketing   31-May     31-May         %  
    2017     2016     Change     Change  
    (9 months)   (9 months)            
   $    $              
     Wages and benefits   544,895     594,475     (49,580 )   (8.3% )
     Rent   60,100     58,892     1,208     2.1%  
     Telecommunications   58,993     77,199     (18,206 )   (23.6% )
     Travel   12,841     25,471     (12,630 )   (49.6% )
     Advertising and marketing   59,066     154,285     (95,219 )   (61.7% )
    735,895     910,322     (174,427 )   (19.2% )

Sales and marketing expenses consist primarily of salaries and related personnel costs including overhead, sales commissions, advertising and promotional fees, and travel costs. The decrease in wages and benefits is attributable to reduced staffing costs. The decrease in advertising and marketing is attributable to decreased online advertising of Clipstream® and Play MPE®.

Research and development   31-May     31-May   $       %  
    2017     2016     Change     Change  
    (9 months)   (9 months)            
   $    $              
     Wages and benefits   777,228     810,464     (33,236 )   (4.1% )
     Rent   85,494     81,295     4,199     5.2%  
     Telecommunications   83,919     106,567     (22,648 )   (21.3% )
     Research and development   52,274     15,356     36,918     240.4%  
    998,915     1,013,682     (14,767 )   (1.5% )

Research and development costs consist primarily of salaries and related personnel costs including overhead and consulting fees with respect to product development and deployment. The overall decrease in Research and development is attributable to the consulting costs incurred to optimize server infrastructure. The decrease in wages and benefits is attributable to reduced staffing costs. The decrease in telecommunications is attributable to reduced costs related to internet gateway.


Amortization

Amortization expense arises from property and equipment, and from patents and trademarks. Amortization decreased to $120,538 for the nine months ended May 31, 2017 from $163,771 for the nine months ended May 31, 2016, a decrease of $43,233 or 26% from an overall reduction in capital expenditures consistent with our outsourcing of infrastructure related costs.

Other earnings and expenses

Interest income decreased to $12,071 for the nine months ended May 31, 2017 from $17,057 for the nine months ended May 31, 2016, a decrease of $4,986. The interest income is derived from the amount receivable pursuant to our previous litigation settlement. The decrease in interest income is the result of a lower settlement receivable balance from the settlement receivable being paid down during the year.

Net income

During the nine months ended May 31, 2017 we have net income of $202,146 (2016 – net loss of $179,203). The increase in net income is attributable to our increased revenue in Play MPE® and reduced operating expenses in overall spending on salaries and wages, marketing, telecommunications and public company expenditures.

For the nine months period ended May 31, 2017, adjusted EBITDA increased to $322,175 (2016 – loss of $20,618). Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”) and it may not be comparable to similarly titled measures reported by other companies. We used Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe Adjusted EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to Adjusted EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments. The following is a reconciliation of net income from operations to Adjusted EBITDA over the eight most recently completed fiscal quarters:

    2015 Q4     2016 Q1     2016 Q2     2016 Q3     2016 Q4     2017 Q1     2017 Q2     2017 Q3  
    $     $     $     $     $     $     $     $  

Net Income (Loss)

  (957,451 )   (101,007 )   (75,383 )   (2,813 )   (9,048 )   104,128     (68,205 )   166,223  

Amortization, stock
based compensation
and deferred leasehold inducement

  85,222     53,608     57,404     64,408     22,169     45,698     45,404     40,998  

Interest income

  (8,214 )   (6,122 )   (6,033 )   (4,902 )   (4,075 )   (4,763 )   (3,871 )   (3,437 )

Income tax

  842,000                              

Adjusted EBITDA

  (38,443 )   (53,521 )   (24,012 )   56,693     18,094     145,063     (26,672 )   203,784  

LIQUIDITY AND FINANCIAL CONDITION

We had cash of $1,164,575 as at May 31, 2017 (August 31, 2016 – $662,743). We had working capital of $1,450,790 as at May 31, 2017 compared to working capital of $1,125,289 as at August 31, 2016.


CASH FLOWS

Net cash provided by operating activities was $575,183 for the nine months ended May 31, 2017, compared to net cash provided of $6,274 for the nine months ended May 31, 2016. The increase in net cash flows provided in the operating activities was due to increasing net income and a decrease in our accounts receivable during the period.

Net cash used in investing activities was $49,457 for the nine months ended May 31, 2017, compared to net cash used of $157,083 for the nine months ended May 31, 2016. The decrease in net cash used in investing activities is largely attributable to software testing services and other software purchases aimed at improving product quality in the comparative period.

The cash provided by financing activities was $Nil for the nine months ended May 31, 2017, compared to $496,360 for the nine months ended May 31, 2016. The change was the result of a private placement in the comparative period.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to Note 9 “Recent Accounting Pronouncements” in Notes to Interim Condensed Consolidated Financial Statements for the nine months ended May 31, 2017.

CRITICAL ACCOUNTING POLICIES

We prepare our interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.

The following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 985-605, Revenue Recognition . Accordingly, revenue is recognized when there is persuasive evidence of an arrangement, delivery to the customer has occurred, the fee is fixed and determinable, and collectability is considered probable.

The majority of our revenue is generated from digital media distribution service. The service is billed on usage which is based on the volume and size of distributions provided on a monthly basis. All revenues are recognized on a monthly basis as the services are delivered to customers, except where extended payment terms exist. Such revenues are only recognized when the extended payment term expires.

At present, the Company does not have a standard business practice for contracts that contain extended payment terms, and therefore recognizes revenue from such contracts when the payment terms lapse and all other revenue criteria have been met.

Significant management judgments and estimates must be made in connection with determination of the revenue to be recognized in any accounting period. If we made different judgments or utilized different estimates for any period material differences in the amount and timing of revenue recognized could result.

Stock-Based Compensation

We recognize the costs of employee services received in share-based payment transactions according to the fair value provisions of the current share-based payment guidance. The fair value of employee services received in stock-based payment transactions is estimated at the grant date and recognized over the requisite service period. Determining the appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life.


We selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards. The Black-Scholes model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. Our current estimate of volatility is based on historical and market-based implied volatilities of our stock price. To the extent volatility of our stock price increases in the future, our estimates of the fair value of options granted in the future could increase, thereby increasing stock-based compensation cost recognized in future periods. We derive the expected term assumption primarily based on our historical settlement experience, while giving consideration to options that have not yet completed a full life cycle. Stock-based compensation cost is recognized only for awards ultimately expected to vest. Our estimate of the forfeiture rate is based primarily on our historical experience. To the extent we revise this estimate in the future, our share-based compensation cost could be materially impacted in the quarter of revision, as well as in the following quarters. In the future, as empirical evidence regarding these input estimates is available to provide more directionally predictive results, we may change or refine our approach of deriving these input estimates.

Research and Development Expense for Software Products

Research and development expense includes costs incurred to develop intellectual property. The costs for the development of new software and substantial enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. We have determined that technological feasibility is established at the time a working model of software is completed. Because we believe our current process for developing software will be essentially completed concurrently with the establishment of technological feasibility, no costs have been capitalized to date.

Significant management judgments and estimates must be made in connection with determination of any amounts identified for capitalization as software development costs in any accounting period. If we made different judgments or utilized different estimates for any period material differences in the amount and timing of capitalized development costs could occur.

Accounts Receivable and Allowance for Doubtful Accounts

We extend credit to our customers based on evaluation of an individual customer's financial condition and collateral is generally not required. Accounts outstanding beyond the contractual payment terms are considered past due. We determine our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are beyond the contractual payment terms, our previous loss history, and a customer's current ability to pay its obligation to us. We write-off accounts receivable when they are identified as uncollectible. All outstanding accounts receivable accounts are periodically reviewed for collectability on an individual basis.

Income Taxes

Deferred income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet and their corresponding tax values using the enacted income tax rates by tax jurisdiction at each balance sheet date. Deferred income tax assets also result from unused loss carry-forwards and other deductions. The valuation of deferred income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We evaluate all available evidence, such as recent and expected future operating results by tax jurisdiction, and current and enacted tax legislation and other temporary differences between book and tax accounting to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. There is a risk that management estimates for operating results could vary significantly from actual results, which could materially affect the valuation of the future income tax asset. Although the Company has tax loss carry-forwards and other deferred income tax assets, management has determined certain of these deferred tax assets do not meet the more likely than not criteria, and accordingly, these deferred income tax asset amounts have been completely offset by a valuation allowance.


Contingencies

As discussed under “Item 1. Legal Proceedings” in Part II and in Note 8 “Contingencies” in Notes to Interim Condensed Consolidated Financial Statements, the Company is subject from time to time to various legal proceedings and claims that arise in the ordinary course of business. In accordance with US GAAP, the Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In management’s opinion, the Company does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. However, the outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

Impairment of Long-Lived Assets

We evaluate the recoverability of our long-lived assets including tangible assets in accordance with authoritative guidance. When events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, we recognize such impairment in the event the carrying amount of such assets exceeds the future undiscounted cash flows attributable to such assets. We have not recorded any impairment losses to date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Exchange Risk

Our revenues are primarily in United States dollars and Euros while our operating expenses are primarily in Canadian dollars. Thus, operating expenses and the results of operations are impacted to the extent they are not hedged by the rise and fall of the relative values of Canadian dollar to these currencies. During the nine months ended May 31, 2017, as a result of fluctuations in the Euro, and the Australian, Canadian, and US dollars, the Company recognized positive impacts on reported net income.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that as of May 31, 2017, our disclosure controls and procedures are effective as at the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

On June 28, 2017, the Board of Directors has appointed Fred Vandenberg to the role of President and Chief Executive Officer to replace Mr. Steve Vestergaard. Mr. Vandenberg will remain in the CFO role on an interim basis. Where internal controls have relied on a separation of duties between the CFO and the CEO, our internal controls have changed temporarily in that respect. The Company continues to maintain a strong control environment.


PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

On November 8, 2011, the Company was served with a Notice of Civil Claim in the Supreme Court of British Columbia from Noramco Capital Corporation for $100,000. The claim asserts that the Company has repudiated a subscription agreement entered into in August 2000. Management believes the claim is without merit and that the likelihood that the outcome of this matter will have a material adverse impact on its result of operations, cash flows and financial condition of the Company is remote. The Company has filed a counterclaim against Noramco and the alleged major beneficial shareholder of Noramco, R. A. Bruce McDonald, for damages arising from a proposed private placement in 2000 which did not close.

Item 1A. Risk Factors.

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in “Item 1 – Risk Factors” in our Form 10-K for the fiscal year ended August 31, 2016 filed with the SEC on November 29, 2016. These risks could materially and adversely affect our business, financial condition and results of operations. The risks described in our Form 10-K have not changed materially, however, they are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

  (a)

Reports on Form 8-K

 

Please refer to two 8-K’s filed with the SEC on March 7, 2017 and June 28, 2017

     
  (b)

Information required by Item 407(C)(3) of Regulation S-K

    None. 

Item 6. Exhibits.

31.1* Section 302 Certification of Chief Executive Officer and Chief Financial Officer
   
32.1* Section 906 Certification of Chief Executive Officer and Chief Financial Officer
   
101* Interactive Data File

*

Filed herewith


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.

DESTINY MEDIA TECHNOLOGIES, INC.
     
     
By: /s/Frederick Vandenberg ______________________  
  Frederick Vandenberg, President  
  Chief Executive Officer and Chief Financial Officer  
  Date: July 17, 2017


Destiny Media Technologies, Inc. (QB) (USOTC:DSNY)
Historical Stock Chart

1 Jahr : Von Nov 2016 bis Nov 2017

Click Here for more Destiny Media Technologies, Inc. (QB) Charts.

Destiny Media Technologies, Inc. (QB) (USOTC:DSNY)
Intraday Stock Chart

Heute : Mittwoch 22 November 2017

Click Here for more Destiny Media Technologies, Inc. (QB) Charts.
Kürzlich von Ihnen besucht
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

Der Markt LS (Lang&Schwarz) wird als Realtime Indikation kostenlos angezeigt und bietet Ihnen außerbörsliche Realtime Aktienkurse in der Zeit von Mo-Fr 08:00 bis 23:00, Samstags 10:00 bis 13:00 und Sonntags an.
NYSE und AMEX Kurse sind um mindestens 20 Minuten zeitverzögert.
Alle weiteren Kurse sind um mindestens 15 Minuten zeitverzögert, sofern nicht anders angegeben.
P:40 V:de D:20171122 16:25:48