What changed in this filing

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Item 1. Business

2025-11-24 compared with 2024-11-21 · 40 added, 125 removed, 182 unchanged (48% of the section changed)

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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.

("OTCQB") under the symbol "DSNY", and on various German exchanges (Frankfurt, Berlin, Stuttgart and Xetra) under the symbol "DME1".

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

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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.

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

Play MPE® distributes promotional content (broadcast quality audio, video, images, promotional information, metadata and other digital content) from record 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, industry VIP's, DJ's, film and TV personnel, sports stadiums, retailers etc.

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

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

Curators include radio programmers, digital streaming broadcasters, media reviewers (newspapers, magazines etc.), industry 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 both music promoters and broadcasters.

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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 collected when a song is placed within 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 while providing functionality necessary for certain strategic marketing plans.

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 and indirect increases in revenue through growing song and artists' popularity.

Play MPE® provides numerous capabilities that improve record label efficiencies and the effectiveness of their promotional campaigns.

The platform also provides administrative controls to enhance security for record label content.

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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 Group, EMI, RCA Records, Epic Records, Columbia Records, Arista Records, Legacy Recordings, Provident Entertainment, Warner Records, Hollywood Records, Atlantic Records Group, 300 Elektra Entertainment, to name only a few.

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 Group, EMI, RCA Records, Epic Records, Columbia Records, Arista Records, Legacy Recordings, Provident Entertainment, Warner Records, Hollywood Records, 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.

Play MPE® CASTER (local distribution software)

Play MPE® CASTER / CASTER +

Play MPE®'s cloud-based 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 its significant components include:

Caster is a fully self-serve platform where users can manage every step of their releases, from account setup through payment.

This functionality was added in fiscal 2025.

Caster+ is a release preparation service provided by staff of Play MPE®.

Caster is designed uniquely to suit music marketing plans and its significant components include:

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

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This functionality saves users time when creating new releases and allows them to plan for future releases more efficiently.

Assets Management also supports Quickshare, a newly designed 1:1 secure file sharing function (see below).

Assets Management also supports Quickshare, a secure one-to-one file sharing function.

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

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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, capabilities and on its ultimate effectiveness.

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

Play MPE® Quickshare

Added during the year, Play MPE®'s Quickshare provides a simplified distribution tool for Play MPE® customers to promote music directly to anyone inside or outside the Play MPE® platform.

Quickshare is a simplified local distribution tool.

With this feature, customers can send a link to a dedicated webpage to allow streaming or downloading of content outside of Play MPE® Player.

The distribution does not include numerous features included within Caster's full version and distribution is intended only to replace other file sharing services while attracting greater use within the Play MPE® platform.

The initial version will provide limited access and sharing capabilities free of charge and is a value added feature within Play MPE® local distribution suite of features.

Play MPE® CASTER (global architecture)

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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 400 unique targeted lists comprising of more than 17,000 unique and active recipients over 30 countries.

Play MPE® provides more than 400 unique targeted lists comprising of around 17,000 unique and active recipients over 60 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).

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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.

Recipients benefit from 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 access to release metadata.

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

MTR™ (or "Music Tracking Radar" or "Meter" https://www.musicmtr.com ) is a digital tracking service that tracks and reports the number and times an individual track is played.

MTR™ uses a proprietary algorithm to uniquely identify and match a track.

The Company launched MTR™ in beta in fourth quarter of 2024.

During the beta phase of this new product, the Company will test monitoring uptime, customer acquisition activities and is adding functionality for sale at scale.

The beta version of the platform will initially monitor digital broadcasts of 800 stations in Canada.

Digital transmission of music has provided the music industry new opportunities to reach and target its audience.

These opportunities include digital streaming providers, social media, radio broadcasting, narrowcasting, and other transmissions.

Traditional terrestrial radio and newer internet only stations now stream to digital receivers.

With this industry change, a product like MTR™ is now possible.

MTR™ is a standalone business distinct from the Play MPE® platform.

The Company expects that MTR™'s initial customers will overlap with the Play MPE® customer base.

Play MPE® customers have expressed an interest in this type of service.

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

The Clipstream® Online Video Platform (OVP) is a self-service system, for encoding, hosting and reporting on video playback which can be embedded in third party websites or emails.

Playback is currently through the Company's proprietary JavaScript codec engine, which is only available on the internet through the Company.

The unique software-based approach to rendering video, has patents claiming initial priority to 2011.

This product has incidental revenues and is not supported or marketed.

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 launched MTR TM in the fourth quarter of fiscal 2024 to address an unmet need identified among smaller Play MPE® customers.

Current MTR TM revenue is primarily derived from this customer segment.

MTR TM is an early-stage technology operating within the large and expanding radio tracking industry.

The Company continues to develop additional functionality to enable broader commercial adoption, including features designed for users with greater data requirements and larger music repertoires.

BUSINESS DEVELOPMENT

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

The Company is focused on expanding its market share of promotional distribution of music by expanding the use of the Play MPE® platform.

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

In addition to currently existing competitive advantages, management is currently investing in new features and processes to grow activity and users both sides of the transactions that generate revenue for Play MPE® and improved marketing processes.

Management believes that growth in Play MPE® market share will come from new territory acquisition, and growth in established territories through the addition of value added services, complementary products, expanded destinations (larger average sales), and growth in retained clients.

When developing a new territory, services are initially provided free of charge in order to establish recipient activity.

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.

Targeted list management services

Play MPE®'s curated destination lists are selected on the majority of releases sent through the platform.

Customers range from those that have the capacity to curate their own customer contacts to those that have no capacity to do so.

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

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

Where Play MPE® can provide more active and engaged recipient list options, Play MPE® will grow revenue.

During the year, the Company increased pricing for certain curated lists, expanded list options and modified the list selection process to encourage greater list selection.

The Company expanded its commercially available destinations with a series of international distribution lists by genre.

These lists initially comprise existing active user lists that were previously listed solely in the specific jurisdictions.

Throughout the year the Company added eleven new international genre lists for Alternative, Dance/EDM/Rhythmic, Jazz & Classical, Country, Christian, Rock, Urban, Metal, Classic Hits, Non-Commercial/Community and a Holiday list at the conclusion of the fiscal year.

As Play MPE® adds more territories, these international lists become more valuable and revenue will increase.

International lists provide the ability for certain record labels and artists to promote their music more broadly.

Typically, international recipient lists are selected only by labels without an international presence.

Play MPE® also began a series of technical adjustments designed to increase the rate of new recipient additions in order to expand recipient list options.

As yet, these technical adjustments have not materially added to our recipient lists.

In the fourth quarter, the Company improved its list selection process during release creation.

These improvements contributed to an increase in the average number of distribution lists selected per release.

Developed markets

With Play MPE®'s existing competitive advantages, management is currently investing in new features and processes to grow activity and users both sides of the transactions that generate revenue for Play MPE® and improved marketing processes.

Growth is expected to come with improved sales and marketing activities and platform changes to encourage recipient and customer expansion.

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.

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.

In these core markets, high customer retention results in a persistent revenue growth.

Towards the end of the Company's second quarter, Play MPE® increased marketing resources to increase new customer acquisition through paid on-line advertising, search engine optimization strategies and improved website flows.

These adjustments led to recovery of revenue in the latter half of the fiscal year.

Developing markets

Developing markets include twenty Latin American or Spanish-speaking countries, additional genres of music within the USA, Canada, South Africa, and international distributions for independents.

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

This content is required to directly engage recipient activity.

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.

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

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.

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.

Throughout the fiscal year the business development team has worked to individually onboard both critical recipients and independent label users in the region.

The marketing team has executed partnerships with important industry events such as the Latin Alternative Music Conference and Dominican Music Week in order to aid this education process.

The Company's Caster and Player software, product website, and supporting tutorial 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.

With greater investments in product and business development staff than competitive platforms, Play MPE® is hoping to expand and displace competitive platforms.

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 initially focused its business development efforts on garnering Major Label and Major Independent content.

Stronger Play MPE® recipient list management processes and a superior recipient experience helped Play MPE® make inroads in active use.

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 has begun to grow revenue within the Canadian market.

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

Play MPE® has active use by Universal Music South Africa and Warner Music South Africa.

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

South African independent label revenue is an area targeted for growth as well as leveraging South Africa' use to expand into Africa more broadly.

Radio monitoring (MTR™)

The Company beta launched MTR™ one month prior to the end of the fiscal year.

Play MPE® customer feedback initially drove the creation of MTR™.

While MTR™ operates as a distinct business, its customer base is expected to initially be existing Play MPE® customers.

The beta launch was open only to customer tracking content play in Canada.

Immediately following the beta launch the Company began investigating various customer acquisition strategies as the product development team continue to test various technical aspects and grow necessary features.

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

Business development efforts are focused on identifying strategic alternatives for this product, business, and intellectual property outside the Company.

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

The Company plans to further strengthen its presence through increased sales and marketing efforts aimed at expanding its customer base and supporting future growth.

MTR TM 's initial customer base comprised primarily Play MPE® users tracking a limited number of singles within North America.

The Company achieved early success in attracting low-volume Play MPE® customers in the United States;

however, adoption to date has been limited among higher-volume customers and users outside of the Play MPE® platform.

By the fourth quarter, MTR TM introduced enhanced functionality to support volume-based purchasing.

The Company is evaluating opportunities to expand tracking capabilities beyond songs, broaden its global footprint, and further develop solutions suited to larger customers and those not currently utilizing Play MPE®.

Significant Customers

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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 established processes in favor of an improved platform.

Customers are reluctant to move to a new method, often abandoning established processes in favor of an improved platform gradually.

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

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

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

Play MPE® has numerous regional competitors isolated to a specific segment that vary by territory and customer types.

Competitive alternatives include physical delivery, one-time digital deliveries providers, regional promotional platforms 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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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.

The Company is 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 our largest client and a significant barrier to entry for a competitive offering.

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In both cases, it is critical that Play MPE® establish a network of activity on both sides of the platform by gathering content and obtaining recipient activity.

MTR™ is designed to track a small number of tracks across a broad number of broadcasting stations.

In this respect, there is no established competitor with a significant market share and this is an underserved and undeveloped market.

Initial digital marketing campaigns suggest that MTR™'s potential customers are unaware that a service like MTR™ exists.

Typically, the information that MTR™ is designed to produce, is provided by costly charting services that monitor a limited number of stations, in a limited number of territories.

In providing this information, however, charting services provide a comprehensive report showing a much broader list of tracks and has greater information than MTR™ currently provides.

It is expected that MTR™'s initial customers will be those that need information from either a broader list of stations or a limited number of tracks at a lower access price.

The Company continues to monitor competitive developments and remains focused on innovation, platform enhancements, and customer experience improvements to strengthen its position across key markets.

MTR TM is designed to track song airplay across a broad network of broadcasting stations, addressing a growing demand for comprehensive and reliable airplay data.

The global market for airplay monitoring and analytics is expanding rapidly as labels, artists, and promoters seek deeper insights to guide promotional strategy and measure campaign success.

While long-established charting platforms typically focus on major stations within limited geographic areas, MTR TM targets a broader and underserved segment of the market.

When combined with Play MPE®, MTR TM uniquely positions the Company to link music distribution data with airplay results, creating a powerful data ecosystem that can inform release strategies and strengthen the value proposition for customers at all levels of the industry.

SEASONALITY AND CYCLICALITY

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7983441,8300885, 9165560, 9679574

US pending application No.

United Kingdom and Europe Patent No.

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

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US Patents No.

9143826, 9137567, 9215499, 9571886, 9380338, 9432726 and 9432727

9143826, 9137567, 9215499, 9571886, 9380338, 9432726, 9432727, 10645405

China Patent No.

201280050754.7

Pending India Application No.

1961/DELNO/2014

This solution enables publishers to serve streaming video from their web site without the need for a separate streaming server.

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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