What changed in this filing

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Item 1. Business

2022-11-14 compared with 2021-11-23 · 277 added, 170 removed, 96 unchanged (82% of the section changed)

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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.

We carry out our business operations through our wholly owned subsidiaries:

Destiny Software Productions Inc., a British Columbia company incorporated in 1992, MPE Distribution, Inc., a Nevada company that was incorporated in 2007, Tonality Inc., a Nevada company that was incorporated in 2021, and Sonox Digital Inc.

incorporated under the Canada Business Corporations Act in 2012.

The "Company", "Destiny Media", "Destiny", "we" or "us" 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 principal executive office is located at Suite 428, 1575 West Georgia Street, Vancouver, British Columbia V6G 2V3.

Our telephone number is (604) 609-7736 and our facsimile number is (604) 609-0611.

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Destiny develops and markets software as a service (SaaS) solutions that solve critical digital distribution and promotion problems for businesses in the music industry.

The core of our business is Play MPE®.

Play MPE® is a service for promoting and securely distributing broadcast quality audio, video, images, promotional information and other digital content 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.

Music is protected by Play MPE®'s patented propietary watermarking system which provides watermarks unique to each recipient.

Destiny is currently developing additional functionality and services that are expected to increase the services to existing platform users and therefore expand Play MPE®'s addressable market, or act as catalysts to the Company's sales activities.

As well, the Company is investing into research and development on incremental product offerings expected to add addressable market opportunities.

The Company's core business is the Play MPE® platform.

Play MPE® is a two-sided B2B marketplace that enables music labels and artists to distribute promotional content and musical assets on the one side, and for music broadcasting professionals, music curators and music reviewers to discover, download, broadcast and review the music, on the other.

Play MPE® provides a software based tool to assist record labels and artists in marketing their music.

Record labels and artists are Play MPE®'s customers and pay for submission into the system.

Recipients are provided no charge access to review music.

When adding music to the Play MPE® system, record labels are targeting specific industry recipients who review and broadcast their music.

With this marketing effort, record labels are targeting an increase in their revenue directly through on-air broadcast royalties, streaming royalties and synchronization revenue (revenue when the reproduction of a song is coordinated with video advertisements, television, or film), and indirect increases in revenue through growing song and artists' popularity (for example concert ticket sales etc.).

Customers range from small independent artists, to the world's largest record labels;

(the "Major Record Labels") (Universal Music Group ("Universal"), Warner Music Group "Warner" and Sony Music Entertainment "Sony").

Currently, the Company's core business is the Play MPE® online platform.

Play MPE® distributes promotional content (broadcast quality audio, video, images, promotional information and other digital content) from music labels and artists to broadcasting professionals, music curators and music reviewers to discover, download, broadcast and review the content.

Curators include radio programmers, digital streaming broadcasters, media reviewers, VIP's, DJ's, film and TV personnel, sports stadiums, retailers etc.

In providing the distribution, Play MPE® provides several capabilities developed and designed to address the unique needs of music promoters.

Play MPE® was first to market, and is the largest provider of this service and provides the most feature rich platform in the world.

Record labels and artists are Play MPE®'s customers.

When adding music to the Play MPE® system, clients are targeting specific industry recipients who review and broadcast their music.

Play MPE®'s primary value proposition in this marketing effort is a direct increase to record label and artist revenue through on-air broadcast royalties, streaming royalties and synchronization revenue (revenue when the reproduction of a song is coordinated with video advertisements, television, or film), and indirect increases in revenue through growing song and artists' popularity.

Also, Play MPE® provides numerous capabilities that dramatically reduce record label costs and provide controls necessary for certain strategic marketing plans and controls to secure record label content.

In doing so, Play MPE® satisfies a broad range of stakeholders representing diverse interests at record labels.

Music is protected by Play MPE®'s patented proprietary watermarking system which provides watermarks unique to each recipient.

Described more fully below, features within Play MPE® are grouped into four main categories:

local distribution software, global distribution architecture, targeted recipient list curation and recipient players.

Customers range from small independent artists to the world's largest record labels (the "Major Record Labels").

The Major Record Labels are Universal Music Group ("Universal"), Warner Music Group ("Warner") and Sony Music Entertainment ("Sony").

These record labels directly own numerous sub-labels that include;

Capitol Music Group, Def Jam Recordings, Interscope Records, Island Records, Republic Records, Polydor, Deutsche Grammophon, Motown, Verve Label Group, Virgin Music Label and Artists Services, EMI, RCA Records, Epic Records, Columbia Records, Arista Records, Legacy Recordings, Provident Entertainment, Warner Records, Warner Bros, Atlantic Records Group, 300 Elektra Entertainment, to name only a few.

Play MPE® welcomes all of these labels into its customer base.

Customers choose Play MPE® for its powerful set of tools, ease of use and its effectiveness in achieving the record label's promotional objectives.

Recipients enjoy easy access to desirable music in high quality audio files.

Play MPE® CASTER (Distribution software)

Play MPE®'s Caster is a full-service distribution management system that includes a complete set of operational functions that provide all necessary software tools to enable labels to manage global marketing campaigns.

Broadly, these components include administration functions and distribution functions.

Administration functions allow management of labels and sub-labels, management of the assets (audio files, video files, and associated cover art, artist information) that are distributed, and management of client-side users and user permissions (roles with selectable capabilities).

Distribution management functions offer powerful contacts management capabilities, release creation, distribution announcements and distribution scheduling, digital rights management by release and by recipient, and release replication and its associated scheduling and digital rights management components.

This full suite of tools within Play MPE® was developed for the music industry and in close collaboration with Universal to cater the functions to its global marketing workflow.

Many clients do not use the full suite of tools.

However, this full set of tools is critical to Universal's global promotional campaign workflow and the core reason Play MPE® distributes internationally for Universal.

During fiscal 2021, the majority of the Company's investments in caster focused on moving all users within Universal to Play MPE®'s web-based platform.

This effort required significant investment in the release replication, contacts management and release scheduling functions.

With this transition, customers will have top-down management over assets and will provide numerous efficiencies in coordinating global marketing campaigns.

Release replication was released July 2021, contacts management was released August 2021, and release scheduling was released in beta immediately following year-end.

The transition of moving all users within Universal to the web-based platform is currently scheduled to be complete by March 2022.

Along with this transition of the distribution hubs in London, England and Los Angeles, USA, various territorial promotions teams will transition and new territories are expected to be added.

Use of Play MPE® by Universal provides an "anchor tenant" that drives recipient engagement and is strategically significant to Play MPE®'s expansion goals.

Caster is available in English, Spanish, German, Japanese and French.

Play MPE® is a permissions-only access system such that only recipients designated or targeted to receive content obtain access to that content.

Record labels can use Play MPE®'s contacts management system to administer recipient lists.

Contacts management offers several features that facilitate efficient updates and maintenance actions that are critically important where users maintain a large recipient database, across multiple users, and multiple recipient lists.

Absent these features, list maintenance becomes overly cumbersome, inefficient and leads to inaccuracies.

The functionality within the contacts management system is critically important to both distribution hubs at Universal and the Play MPE® operations team to efficiently maintain accurate and active recipient lists.

Within Play MPE®'s contacts management platform, the Company's operations team offers for sale carefully curated and actively maintained recipient lists with more than 14,000 music curators around the world.

These lists include complete lists in 12 countries, and lists under construction in an additional 38.

These selectable lists eliminate the need for our clients to maintain current recipient contact information.

These lists offer significant value to all customers, but are necessary for smaller independent labels and artists who do not have the resources to maintain current contacts.

Without these curators lists, many sales would not be possible.

As active lists in new territories are completed, Play MPE® will grow revenue.

In addition to the contacts management functionality, the Play MPE® product and engineering staff are developing new technical processes to facilitate list development and maintenance.

With these technical solutions, it is expected that Play MPE® will expand saleable lists and thereby increase revenue.

Play MPE® CASTER (local distribution software)

Play MPE®'s Caster software includes local distribution functions that provide capabilities for a client to create and schedule release announcements and select its targeted audience.

Play MPE® is designed uniquely to suit music marketing plans and significant components include:

Release Creator includes drag and drop functionality to quickly embed images, social media links, add promotional files etc.

to quickly create effective announcements.

Release Scheduling allows numerous scheduling functions for initial announcements, repeated announcements, changes in DRM (a recipient's ability to download or only stream the content) etc..

These schedules can be uniquely edited by recipient or recipient list.

Several features here are also available to facilitate release scheduling at scale.

Templates facilitate consistent label branding and presentation while reducing release preparation time.

Each release announcement can be saved as a template and reused or edited for future announcements.

Clients can design and save unlimited templates to provide unique design and branding for artists or record labels.

Contacts Management provides features that allow record labels to upload and manage their own targeted audience.

There are many features within this platform that provide efficiencies in destination management for all customers of Play MPE®.

However, this section of the platform provides numerous functions that are critical for efficient contacts management at scale and is described in Caster's global distribution functionality.

Within Contacts Management, users can easily select curated lists of engaged recipients provided by Play MPE® (see description below) or by selecting their managed recipient lists.

Reporting of release results shows recipient interactions including downloads, streams, clicks and opens.

Intuitive designs and functionality across all areas of this portion of the platform simplify the distribution process, reduce customer time required to distribute, and facilitate the inclusion of information to improve engagement which ultimately increases record label and artist revenue.

Caster is currently available in English, Spanish, German, Japanese and French.

When competing with an established service within a local market, it is these features balanced against changing consumer behaviors that determine Play MPE®'s ability to increase and acquire market share.

Competing services offer the basic distribution requirements inherent in the service but do so while missing many features that provide efficient delivery, engaged recipients and accurate and complete distribution lists.

Caster consistently receives high reviews on the platform's ease of use and capabilities and on its ultimate effectiveness.

Public reviews can be found at https://www.plaympe.com/testimonials/

Play MPE® CASTER (global architecture)

Play MPE®'s global distribution architecture was developed in close collaboration with Universal to address the needs of its global approach to release distribution.

This architecture provides functionality required for Universal to conduct their unique approach to music distribution and provides numerous significant competitive advantages for Universal.

These features improve marketing coordination and revenue generation while reducing overall label costs.

Significant components include:

Staff role management:

Customers can grant varying capabilities or permissions for different staff positions.

For example, one staff member can create a release while another can approve the release of this content.

In a larger organization, this control ensures accurate and professional distributions are conducted, but allows for segregation of duties to maximize efficiency.

Label management:

With label management, administrative staff can determine which users have access to which labels and which content.

Each label has a unique account environment allowing for its own unique setup, list curation, favorites, staff roles, templates etc.

Global release sharing (replication):

With global release sharing, distribution centers can share a release to a territory.

That territory then can reuse the release while localizing it to suit the particular needs of that jurisdiction (editing language, artist information, local concert dates, local contacts etc).

This eliminates duplication of upload and data entry while reducing errors.

In the context of global distribution, across multiple territories, multiple labels, and thousands of unique releases, savings of staff time is significant.

Metadata completeness and accuracy are also increased.

When complete metadata is conveyed, recipient engagement is higher.

Higher recipient engagement, increases record label revenue.

Within the included metadata are ISRC codes which are unique codes used to remit track royalties.

When ISRC codes are communicated, royalty remittances are complete and timely.

These aspects provide significant competitive advantages to Universal.

Release embargos:

When marketing and promotion departments create global campaigns for highly anticipated music releases, staff restrict access to this content until the public release time.

Here, record labels can permit early access to the relevant content so local offices can edit, localize and schedule releases but controls are added to restrict certain permissions and prevent premature release.

Universal enjoys competitive advantages with these capabilities derived through cost savings and improved marketing campaigns.

Absent these functions, global release coordination is more costly and less coordinated.

Archive integration:

With archive integration, Play MPE® automatically captures music, art, and associated metadata vastly reducing errors in release creation and data entry.

This further expands the competitive advantages enjoyed in global release sharing.

Release management:

There are numerous capabilities within release management that are necessary for efficient global release management.

Content owners can change DRM and quickly remove content globally if necessary etc.

Asset management:

Assets include music tracks, album art, metadata etc.

Within the assets management portion, several features allow assets to be used, recomposed, combined, recombined etc.

Features here allow efficient and quick delivery of new releases.

Release scheduling:

While release scheduling is available for local distribution, many additional features are designed to facilitate actions that reduce staff time in a global environment.

Contacts management:

Critically important to all promotions is the distribution of content to an interested and engaged audience.

As introduced in the local distribution discussion, Caster provides a contacts management system with numerous features that facilitate efficient updates and maintenance actions that are critically important where users maintain a large recipient database, across multiple users, and multiple recipient lists.

Absent these features, list maintenance becomes overly cumbersome, inefficient and ultimately inaccurate.

Collectively, functions in global release management provide numerous competitive advantages that reduce overall costs, and improve marketing collaboration while increasing record label revenue and cash flow.

We are unaware of any other service that provides these global distribution functions.

Play MPE® CASTER (targeted list management services)

Recipient lists are bundles of active and engaged recipients with an interest in specific music types.

Lists are sold as a fixed price per list (or list bundle).

As recipient lists are adjusted in real time, changes in gross recipient numbers or active recipients does not directly or immediately impact revenue.

Fundamental to our customers' success in music marketing is reaching music curators capable of, and actively engaged in, remarketing the promoted content to a wider consumer audience.

To limit unwanted access to new music and to increase recipient engagement, targeted and limited distribution is a vital component in music promotion.

Thus, Play MPE® is a permissions-only access system and only recipients designated or targeted to receive content obtain access to that content.

Current and correct identification of engaged recipients is therefore critical to our customers' success.

While targeted distribution limits access to new content, this aspect also improves recipient side engagement by eliminating unwanted content.

Play MPE® actively manages curated and targeted distribution lists.

List creation and list maintenance involve several proprietary processes that are designed to create complete, active, accurate, and targeted lists to facilitate efficient marketing campaigns.

Play MPE® provides more than 300 unique targeted lists comprising of more than 17,000 unique and active recipients over 30 countries.

To facilitate targeted music marketing campaigns, these lists are grouped by territory (typically by country), by genre of music, and by recipient type (see recipient player discussion).

Relying on proprietary technical innovations and processes, these recipient lists are updated in real time.

With an annual churn averaging between 27-34%, these recipient lists would quickly become inaccurate absent Play MPE®'s active curation.

Play MPE® regularly monitors activity levels and recipients through proprietary analytics.

Play MPE® provides the widest and most accurate distribution channels available in the industry.

For smaller record labels and independent artists, the provision of a list of destinations is a requirement for sale as these customers do not know who to contact.

For larger record labels, promotions staff can upload their own contact lists.

However, proprietary processes ensure Play MPE® lists are more accurate, complete and engaged.

The majority of releases distributed through Play MPE®, include a targeted distribution list, curated by Play MPE®.

Play MPE® Player

Music curators enjoy free access to review and download content through an easy-to-use web-based player or mobile player apps (iOS and Android).

Music curators review and download content through a web-based player and mobile player apps (iOS and Android).

Web players are currently available in 15 different languages:

English, Spanish, Swedish, Finnish, Italian, Dutch, Portuguese, French, Japanese, German, Norwegian, Latvian, Lithuanian, Estonian, and Danish.

In developing Play MPE®'s recipient interfaces, the Company's product and engineering teams focus on providing a very positive user experience.

Recipients on the Play MPE® platform have a wide variety of personas and include programming directors for internet streaming, satellite or terrestrial radio, retail store curators, sports stadium DJs, clubs, events, music reviews in newspapers or magazines, on-air personalities, music supervisors who program TV, movies, commercials or video games, or "A&R" representatives at larger record labels.

Each recipient within the Play MPE® platform has a unique library of music catered to, and appropriate for, that recipient.

Recipients enjoy many features that make it easy to access, collaborate, review, and search for content.

Play MPE®'s mobile apps offer off-line listening capabilities, the ability to utilize Google Chromecast and Apple Airplay streaming capabilities, creation of playlists, sorting, flagging and archiving features, and easier to access release metadata.

Recipient side satisfaction directly increases activity which directly improves the effectiveness of promotional efforts of record label customers.

Recipients on the Play MPE® platform have a wide variety of personas and include programming directors for internet streaming, satellite or terrestrial radio, retail store broadcasters, sports stadium DJs, clubs, events, music reviews in newspapers or magazines, on-air personalities, music supervisors who program TV, movies, commercials or video games, or "A&R" representatives at larger record labels.

Each recipient within the Play MPE® platform has a unique library of music catered and appropriate for that recipient.

Products under development

Destiny is currently developing additional functionality and complimentary services that are expected to expand the Company's addressable market, or act as catalysts to the Company's sales activities for Play MPE®.

These are described more fully in business development.

The Company also developed Clipstream® for the online video industry for which it is pursuing strategic alternatives.

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BUSINESS DEVELOPMENT

The Company's immediate term objective is to expand its global market share of the promotion distribution of music by expanding the use of the Play MPE® platform in new market segments and well established markets.

The Company's immediate term objective is to expand its global market share of the promotional distribution of music by expanding the use of the Play MPE® platform in new market segments and well-established markets.

Management believes that its current competitive advantages and market dynamics will lead to an increased market share for Play MPE® worldwide.

The Company's global agreement with Universal, market leading distribution channels and the inherent advantages of the Play MPE® platform all increase business development opportunities.

This core business supports and complements the Company's investments in additional product developments that will increase the Company's addressable markets.

Management has identified opportunities to provide additional products and revenue streams and has commenced investments these business opportunities.

T he core value proposition, and key to Play MPE®'s success, is its positive impact on marketing campaigns.

This impact arises from activity on both sides of the platform within a market segment.

Play MPE® has long standing and well-established use in several genres of music in the United States, and all music genres in Australia, New Zealand, Sweden, Finland, Norway, and Denmark.

Developing markets include Latin American countries, Canada, Latvia, Lithuania, Estonia, South Africa, additional genres of music within the USA, and a global Jazz presence.

Play MPE® also has a presence in numerous additional market segments with Universal's global distribution.

Targeted list management services

For the majority of revenue, the provision of a curated and targeted list of recipients is a fundamental component of the sale of Play MPE® services.

Play MPE® lists are carefully curated, targeted and current.

Where provided, Play MPE® curated lists also generate significantly greater activity than seen on lists maintained solely by our clients and provide significant value to all customers of the platform.

When developing a new territory, distribution lists are seeded with content free of charge to our eventual customers.

At this stage, Play MPE® is focused on growing content and growing active recipient engagement.

When sufficient active users are engaging within a new segment, commercial use of the relevant list begins.

Initial charges can take the form of pilot agreements with nominal fees to larger customers or by introductory list pricing for customers that do not yet have frequent and predictable use.

In our third quarter, we commenced introductory commercial charges for our Canadian lists with full commercial charges commencing after year-end.

These lists have been under development since Play MPE®'s entry into the market.

With growing use in our Latin market, we split the provision of lists into three segments:

USA Latin, Mexico and Central and South America.

USA Latin is now fully commercially chargeable.

In May 2022, Mexico, Central, and South America lists were compiled and collectively sold as an introductory package.

These lists will be packaged together until recipient activity for specific lists grows to the point of being chargeable independently.

Overall active users on Play MPE®'s curated lists grew by approximately 10.1%.

This increase comes from growth in lists in fully commercial, well-established markets and lists in developing markets.

In FY2022, Play MPE ®'s managed lists were selected on 73.3% of releases.

As Play MPE® provides distribution lists in several territories, the Company saw a customer driven demand for international lists by genre.

During the fourth quarter, list management staff began curation of genre specific lists with cross border destinations of existing users within Play MPE®.

The Company now provides international genre lists in Alternative, Dance/EDM/Rhythmic, Jazz & Classical, Country, Christian, Rock, Urban, Metal and Classic Hits.

These new lists did not become commercially available until following the year end.

The Company is unaware of any competing system with this service.

As this is a new product, the Company will begin the development of certain processes and product related updates to encourage adoption.

Also in the fourth quarter, the Company began developing processes to attract new recipients for inclusion to Play MPE® lists.

Broadly, when music is distributed more widely, Play MPE® provides greater value and earns higher fees.

Thus, where Play MPE® can provide greater distribution options, Play MPE® should be able to increase revenue.

The Company is targeting accelerated commercial recipient lists package expansion to grow sales to existing customers.

With recipient activity, Play MPE® list management staff review proprietary analytics to assess list value.

Play MPE® announced price increases for well-established lists that became effective immediately following the year.

Developed markets

Play MPE® has long standing and well-established use in several genres of music within the United States, and all music genres in Australia, New Zealand, Sweden, Finland, Norway, and Denmark.

In core markets, Play MPE® revenue increases as the number of songs made available to recipients receiving this content increases.

Sending a song to one recipient is referred to as a "Distribution" in the Company's tracked metrics and is a key performance indicator.

Total distributions in both existing and developing markets grew by more than 37% in 2021.

Management has developed strategies for Play MPE® in existing markets is to increase and improve marketing efforts to attract and educate new customers, expand distribution opportunities to new types of recipients and to expand distributions from those within those markets to Play MPE®'s growing global distribution channels.

Play MPE® provides recipient lists in several territories around the world.

As Play MPE® enters new territories, distributions commence both in that specific territory and international distributions expand.

Thus as Play MPE®'s core market grows this type of distribution should grow exponentially.

During 2021, Play MPE®'s marketing team commenced a series of initiatives that include partnerships with music related associations and awards, social media posts, blog posts, and advertising.

Within the United States, Play MPE® has a very long history and strong user base within the Christian, Country, Non - Commercial/NPR, College, Adult Album Alternative (aka Triple A), and Americana music genres.

Within these established genres Play MPE® enjoys almost exclusive use by Major Independent and Independent clients alike.

Releases to these specific genres grew by 6% in FY2022

A recent strategy for the Company has been to enter into renewable, exclusive two year agreements with fixed commitments for our larger clients with reasonably predictable usage.

These agreements are designed to remove cost uncertainty for our clients, grow revenue and capture additional value for our clients.

Over the course of fiscal 2021 and 2022, these multi-year agreements include Major Labels and major independent labels including;

Secretly Group, Beggars Group, Curb Records, Epitaph Records.

Warner Music Nashville, Warner Records Elektra Records and Atlantic Records etc.

The focus in this area has been to build relationships and grow usage while leveraging relationships to expand into new genres and different departments at these same record labels.

Play MPE® grew revenue across Warner Music Group as a whole by nearly 50%.

Australasia has become a more fragmented market over the prior two years where the majority of revenue in Australia is captured by long standing relationships with independent record labels are artists.

This is in contrast to New Zealand where Play MPE® has a dominant market position with all three Major Labels and minimal independent artist use.

Play MPE® has developed internal analytics that demonstrate objective advantages of the Company’s recipient list curation that the Company will leverage in growth attempts with independent artists across the segment and with Major Labels in Australia.

In Northern Europe Play MPE® has an agreement with Warner Music that has driven European revenue through expanding territories and recipient activity has grown.

During 2022, our active user base in Northern Europe grew 2.2%.

In order to grow independent usage in these Nordic countries the Company has employed a local reseller familiar with the industry landscape.

In all of these markets, management has developed strategies for Play MPE® to increase and improve marketing efforts in order to attract and educate new customers, expand distribution opportunities to new types of recipients and to expand distributions from those within those markets to Play MPE®'s growing global distribution channels.

During 2022, Play MPE®'s marketing team continued a series of initiatives that include partnerships with music related associations and awards, sponsored social media posts, relevant blog posts designed to drive site traffic and position Play MPE ® as a thought leader , and digital and print advertising.

Our marketing team began creating benchmarks to measure various campaigns.

Lead generation during the year grew by 28.6%.

In addition to this traditional marketing, coming out of the COVID pandemic has resulted in many annual conferences and conventions returning to a live setting.

In 2022 our business development team attended the relevant events in these dominant genres to strengthen the Company's connection to our clients and engage in discussions about the evolution of radio and how Play MPE ® can continue to innovate.

In addition to crucial North American events (South by Southwest, Country Radio Seminar, etc) the business development team continues to investigate opportunities abroad.

During the year, Play MPE® renewed its global distribution agreement with Universal.

The agreement includes a 10% increase in fees commencing midway through the second quarter.

Play MPE® has been providing distribution to Universal since 2004 and has had a global distribution agreement since 2009.

Universal’s distributions have grown dramatically since 2018, increasing by 94% by the end of fiscal 2022.

This growth comes from expanded use in new territories and growing use of the online version of the platform.

Universal regularly uses Play MPE® for distribution in over 40 countries around the globe.

Universal has access to a PC application and the online Caster platform.

Caster’s local distribution tools were launched in 2018, while the global architecture platform was launched in January 2022.

As described above, Play MPE® has several global distribution features that provide competitive advantages that enhance label revenue and provide substantial efficiencies in the process.

However, while Play MPE® has Major Record Label and international independent commercial use in several territories, Play MPE® does not currently have other global agreements in place.

During fiscal 2022, the Company restructured its approach to internal analytics which has developed internal statistics that may assist in providing more objective data to support a compelling narrative for a global approach in music promotion to other large record labels.

Developing markets

Developing markets include nineteen Latin American countries, additional genres of music within the USA, Canada, South Africa, the Baltics (Latvia, Lithuania, Estonia), and a global Jazz presence.

Management's strategy in new developing markets starts with providing access to the system without commercial arrangements at the initial stage to seed the platform with desirable content.

This content is required to directly engage recipient activity.

Typically, this content comes from key record labels that provide currently popular or catalogue content from the world's most popular musicians.

Content that normally drives recipient activity comes from the Major Record Labels or larger multi-national independent record labels ("Major Independent Labels").

Content that normally facilitates recipient activity comes from the Major Record Labels or larger multi-national independent record labels ("Major Independent Labels").

To establish initial use in a new market, our business development and marketing staff collaborate to expand brand awareness, educate customers and establish trial use.

As recipient activity builds, our operations team adds saleable distribution lists in these new territories.

During fiscal 2021, the Play MPE® operations team commenced the construction of numerous lists in developing markets which became available for trial use.

These recipient lists are critical for sales to smaller labels and artists who do not have the capacity to maintain current and complete contact information.

When recipient lists are complete and active, they provide significant value to our customers and become available for sale.

With a global agreement with Universal, Play MPE® typically benefits from an implied endorsement and introduction into new territories.

As Universal completes its transition to the web-based version of Play MPE® during fiscal 2022, we expect to see increased opportunities to enter new markets.

During fiscal 2021, to facilitate and accelerate our new market acquisition, we began adding to and restructuring our business development team.

During the year we added six (6) business development account representatives and support staff in the United States and Canada for a net growth of four (4).

The Company's Latin initiative refers to music curators of Latin music and all territories where Spanish is predominant and includes;

the United States, Spain, the Caribbean, Central America and South America.

Establishing a foothold in a new market therefore requires substantial face to face direct interaction with knowledgeable business development staff.

To facilitate this growth, starting in 2021 and continuing through 2022, the Company has recruited key business development professionals with substantial industry experience.

As recipient activity builds, our business development and operations teams adds saleable distribution lists in these new territories.

The Company's Latin initiative refers to music curators of Latin music and all territories where Spanish is predominant.

This includes the United States, Spain, the Caribbean, Central America, and South America.

This segment is currently highly fragmented and does not benefit from any one well established system for distribution and review.

As a result, the Company believes its focussed business development effort and market leading advantages will result in considerable growth in this segment.

In fiscal 2021, Warner Music Latina, and several Major Independent record labels;

J&N Records, Morena Records, Criteria Entertainment, 300 Entertainment, Empire Distribution, Azteca Music Group and Del Records all commenced seeding content throughout our Latin markets distributing more than 400 releases to all territories.

These territories now include active Play MPE® users in the United States (and Puerto Rico), Mexico, Colombia, Dominican Republic, Cuba, Guatemala, Honduras, Nicaragua, Costa Rica, Panama, Ecuador, Peru, Brazil, Bolivia, Chile, Uruguay, Argentina, and Spain.

This new usage builds on longer standing use by Universal in Spain, Argentina and Chile.

In fiscal 2022, Warner Music Latina, and several Major Independent record labels all commenced seeding content throughout our Latin markets distributing more than 400 releases to all territories.

These territories include active Play MPE® users in the United States (and Puerto Rico), Mexico, Colombia, Dominican Republic, Cuba, Guatemala, Honduras, Nicaragua, Costa Rica, Panama, Ecuador, Peru, Brazil, Bolivia, Chile, Uruguay, Argentina, and Spain.

This new usage built on longer standing use by Universal in Spain, Argentina, and Chile.

During fiscal 2022, Play MPE® leveraged these active users to move label clients to a paid model which began with an exclusive pilot agreement with major independent label J&N Records.

Having established use from reputable labels allowed the Play MPE® business development and marketing teams to target independent usage directly from artists and smaller management companies.

To tal active users in these territories grew by 64% during fiscal 2022.

Concurrent to Play MPE®'s efforts to grow available content, the Company's operations group began constructing distribution lists throughout the territory.

Preliminary experience suggests that well maintained and acc urate recipient lists are critical not only to independent record labels but also to larger Major Independent and Major Record Labels.

The Company's product website, explanatory videos, Caster software and player software are all available in Spanish.

These lists now contain over 1,800 active recipients.

The Company's Caster and Player software, product website, and supporting video library are all available in Spanish.

United States

While Play MPE® enjoys a market dominate position in the aforementioned genres of music within the United States, the Company has stronger competition in various Rock genres, Urban, Rhythmic and Pop/Top 40 formats.

While we were first to the market, we did not expand to these genres and competitors filled this space.

In 2022, the Company worked towards growing usage in these genres by leveraging our existing relationships with Major Labels and Major Independents.

The Company is leveraging strong relationships with promotional teams in established genres, to grow usage with different promotional teams within the same record labels.

With our focus on this segment, The Company has since had new or increased usage in nearly all formats from major labels such as Sony sub labels:

Arista, Columbia, Epic and RCA.

Warner sub labels:

Warner Records, Elektra Records and Atlantic Records, Universal sub labels:

Republic, Def Jam, and Concord.

In 2019, the Company saw an opportunity to expand into Canada due to the relative strengths of Play MPE® over an established system which operates within Canada.

While the competing system in Canada has numerous competitive weaknesses, it benefits from brand awareness and process inertia.

In order to attract users to the Play MPE® platform, the Company focused its business development efforts on garnering Major Label and Major Independent content.

In late January 2020, Universal Music Canada co mmenced distribution of all releases within Canada.

By Q3 2020, Sony Music Canada had commenced sending all content through Play MPE® and in Q4 of 2021, War ner Music Canada commenced releasing content through Play MPE®.

All three Major Labels are now regularly using Play MPE® in Canada to varying extents.

In fiscal 2021, Canadian releases (unique pieces of content like singles or albums) were up 198%, Sends (a Releases to a recipient) were up 300% and Distributions (songs to recipients) were up 508% to over 7,500,000 distributions in Canada in 2021.

By the end of fiscal 2021 active recipient users in Canada had grown by 52% to over 1,100.

As the market becomes more aware of Play MPE®, recipient reaction has been overwhelmingly positive.

One sub-segment of the Canadian market where there is no dominant system was in French Canadian content.

Following a brief but successful trial period, Play MPE® signed one of the largest distributors of French language content in Canada.

Distributions within Canada by Canadian record labels are primarily part of the non-commercial "seeding" stage as Play MPE® continues to advance brand awareness and user activity.

However, as Canadian record labels become aware of Play MPE® international presence, these labels have commenced distributing to Play MPE®'s international recipient lists.

These distribution opportunities to an international audience with an active recipient base are not available in the local platform and represent a significant value add to Canadian independent record labels.

Play MPE® expects to add recipient lists in French speaking territories due to the demand from French Canadian artists.

Revenue from Canadian labels grew by 170% from fiscal 2020 to fiscal 2021.

In order to attract users to the Play MPE® platform, the Company initially focused its business development efforts on garnering Major Label and Major Independent content.

In late January 2020, Universal Music Canada co mmenced distribution of all releases within Canada including a portion of releases exclusive to Play MPE ®.

In fiscal 2022, Canadian releases (unique pieces of content like singles or albums) were up 10% over the previous year.

Play MPE®'s growth throughout fiscal 2021 came from persistent brand awareness campaigns and customer education.

Play MPE® has been very well reviewed within the market.

Play MPE® provides significantly greater functionality and an improved user experience.

As well, stronger Play MPE® recipient list management processes and a superior recipient experience helped Play MPE® make inroads in active use.

At beginning of fiscal 2022, Play MPE ® recruited a dedicated Canadian market representative with significant experience in both radio and record label promotion in Canada.

Throughout 2021 and 2022, the Company has observed growing activities, growing active users and growing Major Label content.

Initial revenue within Canada was derived from record labels sending content outside of Canada.

This customer led desire in part influenced the Company's international list creation discussed above.

With growing success and adoption at Canadian radio, the Company launched introductory pricing in May of 2022 with commercial pricing starting following the year end.

The growing recipient engagement has helped the Company secure several exclusive agreements with independent record labels within the territory.

The Company’s marketing team continued developing brand awareness with Play MPE®’s sponsorship at song writing competitions and artist organizations that put an emphasis on diverse and underserved artists.

In fiscal 2022, distributions from these independent labels and artists grew by 38% and now account for over half of all distributions within Canada.

Revenue from Canadian customers grew by nearly 25% from fiscal 2021 to fiscal 2022.

Play MPE® has been in active use by Universal Music South Africa within South Africa since 2016.

Warner Music South Africa commenced trials with Play MPE® in mid fiscal 2020.

Play MPE® has now developed an established user base and brand recognition.

Warner Music South Africa entered into an exclusive two-year renewable agreement with Play MPE® at the beginning of fiscal 2022 and in its first year has helped raise South African revenue by over 200%.

This consistent content being delivered to the territory helped to grow active users by 15% in fiscal 2022.

Near the end of fiscal 2020 Stamp Communications ("Stamp") began representing Play MPE® to local independent labels and artists resulting in Play MPE®'s first independent record label sales.

Sales to independent record labels within South Africa were relatively small in fiscal 2021.

However, the Company expects this revenue is the start of a long and persistent growth pattern analogous to independent record labels sales in the United States where revenue has consistently grown by more than 9% per annum over the trailing twelve years.

The charting success of distributions made through the Play MPE® platform by our independent record labels serves as an impressive marketing tool.

Our trial with Warner Music South Africa proved very successful and resulted in a new two-year renewable exclusive commercial agreement effective immediately following fiscal 2021.

Perhaps most importantly, the Company believes that the South African market will act as an influential strategic stepping stone to the African market generally and the Company has commenced small distributions and training beyond South African borders.

United States

Play MPE® has a very long history and strong user base within the Christian, Country, Non - Commercial/NPR, College, Adult Contemporary and Alternative music genres within the United States.

Play MPE® has stronger competition in various Rock genres, Urban, Rhythmic and Pop/Top 40 formats.

It is within these underserved genres where Play MPE® can grow substantially within the United States.

The Company is focused on capitalizing on recent investments in the platform, commercial arrangements with the Major Labels within the United States and platform functionality.

As part of the additions to the business development group during the year, the Company added team members with broad promotions and radio experience in Rhythmic, Urban and Top 40 formats.

With our focus on this segment, The Company has since had new or increased usage in these formats from major labels such as Sony sub labels:

Arista, Columbia, Epic and RCA.

Warner sub labels:

Warner Records and Atlantic Records, Universal sub label:

Republic as well as independent labels such as Empire Distribution and 300 Entertainment.

The improved flow of content which is distributed through the Play MPE® platform, has improved engagement with recipients in the various formats.

Compared to fiscal 2020, the number of active recipients in the Top 40 genre increased by 13%;

Rhythmic by 24.8%, and Urban by 23.5%.

The Company will continue to focus on these genres and establish independent record label sales.

Concurrent with broad efforts to grow the core of our existing Play MPE®, our product, engineering and business development staff evaluate and explore possible complementary business opportunities.

Sales to independent record labels within South Africa were relatively small in fiscal 2021 however grew in fiscal 2022.

Independent distributions in South Africa saw a 107% increase in fiscal 2022.

The Company expects this revenue is the start of a long and persistent growth pattern analogous to independent record labels sales in the United States.

The charting success of distributions made through the Play MPE® platform by our independent record labels serves as an impressive market influencer.

Perhaps most importantly, the Company believes that the South African market will act as an influential strategic steppingstone to the African market generally and the Company has commenced small distributions and training beyond South African borders.

At the conclusion of fiscal 2022, the Company installed price increases for many of our most active lists and adjusted international pricing to account for current exchange rates.

The price adjustments are in addition to the new international genre lists mentioned previously.

Fiscal 2022 saw more in-person events following restrictions during the COVID pandemic.

It is expected that growing face to face contact with the Company's business development team will facilitate the establishment of new markets for Play MPE®.

During the year, the Company's business development and marketing teams were combined.

As well, the Company adjusted its approach to business analytics.

These changes are expected to lead to greater revenue growth.

With improved lead tracking and analysis the marketing team is able to better identify successful campaigns and translate those successes into other target markets.

Automated reporting from the Play MPE® platform is communicating information that is designed to drive value communication and perception, expand sales to existing customers, increase the average sale for each release, and provide critical analytics to facilitate global agreement initiatives.

During fiscal 2022, the marketing team redesigned its product website that would better inform customers, channel leads, increase lead conversion, expand value communication and track information designed to improve marketing efficiency.

This site was launched following the fiscal year.

As 2022 saw the highest number of new leads for Play MPE®, the Company automated portions of our lead onboarding process.

It is expected that this automation will lead to more efficient lead processing and greater conversion.

This automation was launched immediately following the fiscal year.

New products and services

Concurrent with broad efforts to grow the core of our existing Play MPE® business, the Company's continues to evaluate and explore complementary business opportunities.

As the music industry is evolving, these opportunities are plentiful.

We evaluate these opportunities based on risk reward where reward is direct new business revenue and complementary impact on the Play MPE® business.

While the majority of engineering staff time has been on completing the global distribution functionality for Universal within the online platform (Caster), during fiscal 2022 the Company began developing a new distribution method within Play MPE® designed to attract new distribution types within the platform.

This new distribution method is designed to function within the Play MPE® platform but to attract new users with a different use case.

This feature was designed to reinforce core Play MPE® use as well as to provide incremental revenue.

The Company continued its development of a complementary digital monitoring technology.

Following technical advancements, the Company expanded product development and marketing staff in the latter half of the year with the goal of building out this business.

In fiscal 2018, after completing a detailed review of the resources required to progress Clipstream further, the Company stopped development.

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OUR BUSINESS OPERATIONS

We lease approximately 6,600 square feet of office space, with the lease expiring in June of 2022, and we currently have 34 total employees.

Our employees include our President and Chief Executive Officer, our Chief Financial Officer, one finance and administrative personnel, nine operational and technical support staff, eight sales and marketing staff, five product development staff, and nine software developers.

We also employ contractors as needed.

Play MPE® began as a first-to market digital promotional distribution platform as a replacement to physical delivery of CDs.

As a result, Play MPE® has competitive barriers to entry in its core market segments.

These barriers come from an established network of use and from platform design.

Play MPE® provides a superior user experience on both sides of the platform and has functions, not offered in competing archival systems, that are critically important to certain commercial arrangem ents.

The many advantages that Play MPE® possesses over competitors serves to increase activity on both sides of the platform.

With increased activity, a marketing campaign's effectiveness increases and this is the key value proposition with Play MPE®.

In 2017, the Company entered into a lease agreement commencing July 1, 2017, and expiring June 30, 2022 consisting of approximately 6,600 square feet of office space.

The Company terminated the lease agreement on January 31, 2022 and entered into a short-term one-year lease agreement for office space in downtown Vancouver, British Columbia, expiring in April of 2023.

As of November 14, 2022, the Company had 33 full-time and 2 part-time employees and 6 full-time consultants.

Where a specific platform or method of distribution dominates a particular market segment, there are significant barriers to entry.

This aspect applies where Play MPE® dominates a market segment or where a competitive platform dominates a segment in which Play MPE® is attempting to expand.

Customers are reluctant to move to a new method and abandoning the status quo.

This creates a resistance to change at both the recipient and sender level.

Play MPE® has numerous regional competitors that are typically isolated to a specific segment.

Competitive alternatives include;

physical delivery, one-time digital deliveries providers or digital archives.

Competitive alternatives include physical delivery, one-time digital deliveries providers or digital archives.

Digital archives are libraries of browsable music content that keep music in an organized database that can be accessed over a period of time.

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As digital delivery services do not provide organized content, if that first send is not successful, the effectiveness falls precipitously.

Play MPE® offers significant advantages over these services.

As a digital archive, Play MPE® offers significant advantages over these services.

In many cases, these options are not designed for the industry, do not provide integrations, do not provide reporting, and artist information and metadata are unavailable or less accessible.

While these options are typically less expensive, they also provide significantly lower value.

Sony’s internal E-Card system is an example of a digital delivery service.

This method of delivery for Sony has numerous disadvantages relative to Play MPE®.

However, distributed territories can utilize this system with no costs.

Play MPE®'s advantages over competing archival platforms can be grouped into functionality that is either necessary to efficiently manage global marketing processes, or functionality that is isolated to local promotions campaigns or a more intuitive, improved user experience.

Functionality that assists in global marketing campaigns include administrative functions, and release replication.

Administration functions (label management, permissions management and asset management) are not typically necessary where only one staff member releases content for one label to one territory.

In all other cases, these functions provide the flexibility to manage all functions under one platform.

The Company is unaware of any competitive platform that provides these capabilities and these functions are critical for Universal.

Release replication allows local offices of a global label to reuse a particular release but modify and cater that release for the local consumption.

These local modifications can include language translations, recipient selection, and information specific to the market (eg.

concert dates).

With this feature, local offices save time in uploading files and entering metadata.

Eliminating the need to re-enter data reduces errors.

Metadata includes International Standard Recording Codes "ISRC".

These codes determine royalty remittances and errors in these codes directly impact royalty remittance.

In addition to saving time and reducing error, release replication facilitates timely promotional campaigns where content can be scheduled, released and accessed with dependent permissions as the record label determines.

In addition, content access can be changed or revoked easily.

Competitive platforms do not provide these functions.

Release replication is critical for Universal's global workflow and is also used regularly by Warner in Europe.

Release replication has periodically been used to facilitate new use in new markets and the Company believes this will facilitate new multinational use.

Release scheduling provides full flexibility in determining when music becomes available to stream or download, or ceases to be available or when notifications are distributed.

Within Play MPE®, content owners can easily schedule these capabilities by recipient or recipient lists, all in one easily accessible interface.

These schedules can easily be modified if necessary.

The Company is unaware of any competitive system that provides these functions and these functions are critical to Universal's workflow.

For other customers, the flexibility of release scheduling is beneficial in release management but less critical.

Contacts management provides numerous functions that facilitate list management within a record label or group of record labels.

Within contacts management, recipients can be updated across lists at the same time, lists can easily be created with existing recipients etc.

While the Company is aware of competing systems that permit the upload of contact lists, the Company is unaware of any competing system with these capabilities to manage, and update recipients, contacts lists, list creation or list and recipient edits across lists.

These capabilities are critical for Universal and the Company's operations department to maintain recipient information and recipient lists across labels and territories.

The Company is unaware of any competitor that offers active recipient lists in as many territories and this capability is critical where labels wish to expand marketing efforts internationally.

Play MPE® is used commercially by all three Major Record Labels in five territories, by two Major Labels in ten territories and in numerous additional territories at the seeding stage of network development.

This network of use provides desirable content which drives activity and is a significant barrier to entry by competitors in these territories.

The Company expects that the combination of this activity and the functionality of the platform (release replication features, contacts management, security and administrative functions, language translations, list management services and content security) will ultimately lead to market domination in several new market segments.

No other competing system provides the breadth of international distribution recipient lists or active recipients.

The Company is also unaware of any system that provides the unique global distribution functionality that provides significant competitive advantages in a cross market, cross label, global music marketing environment.

Play MPE®'s features that facilitate global marketing campaigns are critical to the Company's global agreement with Universal and a significant barrier to entry for a competitive offering.

This agreement facilitates use by Universal in numerous territories globally but does not guarantee it.

These functions are currently less important when business development staff are targeting regional offices of Major Labels or independent record labels in a specific territory.

However, as the Company completes the migration of these functions to the web-based platform in early fiscal 2022, business development staff will reignite efforts to leverage these capabilities to establish global agreements with other international users.

Play MPE® provides a superior user experience with its local distribution platform and on its players.

The superior user experience and accurate and engaged recipient lists that Play MPE® possesses over competitors serves to increase activity on both sides of the platform.

With increased activity, a marketing campaign's effectiveness increases, and this is the key value proposition with Play MPE®.

In established markets, this positive experience serves to increase the barriers to entry that a dominant system naturally possesses.

Play MPE® is used commercially by all three Major Record Labels in twenty-two (22) territories and by at least two Major Labels in twenty-eight (28) territories, and in numerous additional territories at the seeding stage of network development.

This network of use provides desirable content which drives activity and is a significant barrier to entry by competitors in these territories.

When targeting a specific and incremental territory, the Company either has a dominant competitor or the market is fragmented.

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Even with all these advantages, to displace an existing network of use takes time, persistence, and a strong business development team.

SEASONALITY AND CYCLICALITY

Our operating results and operating cash flows have been subject to significant seasonal variations where holidays around late December typically result in lower than average sales.

The Company has recently begun promoting archival distributions to take advantage of staff capacity and to provide greater value to both clients and recipients and to increase revenue around this time.

GOVERNMENT REGULATION

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These are not reliable solutions as cookies are easily deleted and IP addresses easily changed.

Destiny's propriety hash code process creates a serial number that can be used to recognize the user on subsequent visits without ever saving anything to that user's computer.

The Company's proprietary hash code process creates a serial number that can be used to recognize the user on subsequent visits without ever saving anything to that user's computer.

Watermarking "Methods for Watermarking Media Data"

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US pending application No.

We have a developed a watermarking technology which can uniquely identify the individual who originally accessed a particular song.

We have developed a watermarking technology which can uniquely identify the individual who originally accessed a particular song.

Our watermark is unique as it can be embedded and identified rapidly, it is inaudible, it survives on air broadcast, compression and conversion to other formats and is virtually impossible to remove.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business