UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, ~~2016~~2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____________to__________~~________________ to ________________

Commission file number: 000-55346

CÜR MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware		99-0375741
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~c/o~~136 ~~CKR~~New ~~Law,~~London ~~LLP~~Turnpike ~~1330 Avenue of the Americas~~Glastonbury, ~~14th~~CT ~~Floor~~06033 ~~New York, NY 10019~~ (Address of principal executive offices) (~~212~~860) ~~259~~633-~~7300~~5565 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging Growth Company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨

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

As of both September 30, ~~2016~~2017 and ~~November~~April 217, ~~2017~~2018, there were 2,526,663 shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), outstanding, 20,174 of which had not yet been issued.

CÜR MEDIA, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2016~~2017

TABLE OF CONTENTS

		PAGE	~~PAGE~~
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43	16
Item 4.	Controls and Procedures	44	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	45	18
Item 1A.	Risk Factors	46	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46	18
Item 3.	Defaults Upon Senior Securities	46	18
Item 4.	Mine Safety Disclosures	46	19
Item 5.	Other Information	46	19
Item 6.	Exhibits	47	19
SIGNATURES		48	21

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:

	·	Our ability to attract and retain management with experience in digital media including digital music streaming, and similar emerging technologies;

	·	Our ability to negotiate and maintain economically feasible agreements with the major and independent music labels, publishers and publisher rights organizations;

	·	Our expectations regarding market acceptance of our products in general, and our ability to penetrate the digital music streaming market in particular;

	·	Our ability to raise capital when needed and on acceptable terms and conditions;

	·	The scope, validity and enforceability of our third party intellectual property rights;

	·	Our ability to comply with governmental regulation; and

	·	The intensity of competition.

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016, which we filed with the Securities and Exchange Commission (“SEC”) on ~~April~~January 1429, ~~2016~~2018 (“Annual Report”), as updated in subsequent filings we have made with the SEC. The risks and uncertainties described under “Risk Factors” are not exhaustive.

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All references in this Quarterly Report to the “Company”, “CÜR Media”, “we”, “us”, or “our”, are to CÜR Media, Inc., and its consolidated subsidiary, CÜR Media, LLC.

3 Table ofOf Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report, as updated in subsequent filings we have made with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

CÜR MEDIA, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page	~~Page~~
Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 (unaudited)		F-1
Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (unaudited)	5
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)		F-2
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)	7
Notes to Unaudited Condensed Consolidated Financial Statements	8	~~F-4~~

4 ~~Table of Contents~~

CÜR MEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	September 30, 2016			December 31, 2015
	September 30,2017			December 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~125~~43		$	~~734~~1,508
Prepaid expenses		4,054			10,611
TOTAL CURRENT ASSETS		43			1,508
Other current assets		-			3,000
Property and equipment, net		3,011			6,541
TOTAL CURRENT ASSETS		4,179			14,345
TOTAL ASSETS	$	3,054		$	8,049
Property and equipment, net		8,654			36,445
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
TOTAL ASSETS	$	12,833		$	50,790
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITES
Accounts payable	$	34,~~323~~294,~~672~~636		$	13,~~878~~710,~~591~~172
Accrued liabilities and other current liabilities		2,~~024~~608,~~642~~772			~~345~~2,~~079~~115,273
Note payable, short-term		33,550			2633,~~270~~550
Convertible promissory notes, net		2,459,717			-
Note payable, CUR Holdings, LLC		59,965			-
Derivative liabilities		385,118			2,052,893
Secured convertible promissory notes, net		2,514,880			2,514,880
TOTAL CURRENT LIABILITIES		8,226,699			4,302,833
Derivative liabilities		420,827			292,589
Convertible promissory notes, net		386,622			74,707
TOTAL CURRENT LIABILITIES		9,932,630			8,666,464
Note payable, long-term		-			13,113
Unsecured convertible promissory notes, net		793,431			488,324
TOTAL LONG TERM LIABILITIES		~~386~~793,~~622~~431			87488,~~820~~324
TOTAL LIABILITIES		810,~~613~~726,~~321~~061			49,~~390~~154,~~653~~788
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS’ DEFICIENCY
Preferred Stock (.0001 par value, 10,000,000 shares authorized, none issued or outstanding as of September 30, 2016 or December 31, 2015)		-			-
Preferred Stock (.0001 par value, 10,000,000 shares authorized, none issued or outstanding as of September 30, 2017 or December 31, 2016)		-			-
Common Stock (.0001 par value, 300,000,000 shares authorized, 2,526,663 and 2,440,336 issued at September 30, 2016 and December 31, 2015, respectively, and 2,550,998 and 2,464,671 outstanding at September 30, 2016 and December 31, 2015, respectively)		253			244
Common Stock (.0001 par value, 300,000,000 shares authorized, 2,526,663 issued at September 30, 2017 and December 31, 2016, and 2,550,998 outstanding at September 30, 2017 and December 31, 2016, respectively)		253			253
Additional Paid-In-Capital		11,~~922~~935,~~288~~233			1011,~~361~~922,~~183~~288
Accumulated Deficit		(2022,~~523~~658,~~029~~493	)		(1421,~~701~~069,~~290~~280	)
TOTAL STOCKHOLDERS' DEFICIENCY		(8,600,488	)		(4,339,863	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(10,723,007	)		(9,146,739	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	12,833		$	50,790
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	3,054		$	8,049

See accompanying notes to unaudited condensed consolidated financial statements

~~F-1~~5 Table ofOf Contents

CÜR MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2016			2015			2016			2015
	2017			2016			2017			2016
REVENUES	$	~~2,162~~-		$	-2,162		$	~~2,885~~292		$	-2,885
OPERATING EXPENSES
Research and development		1105,~~053,000~~821			1,~~902~~053,~~871~~000			3186,~~942,067~~477			53,~~469~~942,~~040~~067
General and administrative		~~668~~251,~~083~~142			~~570~~668,~~379~~083			2488,~~602,089~~223			12,~~394~~602,~~403~~089
Stock based compensation		~~35,984~~-			(735,~~536~~984	)		~~183,950~~-			~~166~~183,~~269~~950
Depreciation and amortization		~~2,113~~665			52,~~172~~113			123,~~176~~530			2212,~~232~~176
TOTAL OPERATING EXPENSES		1357,~~759,180~~628			21,~~470~~759,~~886~~180			6678,~~740,282~~230			76,~~051~~740,~~944~~282
				`
OTHER INCOME (EXPENSE)
Interest expense		(1262,~~228,464~~924	)		(~~329~~1,228,464	)		(2785,~~638,252~~813	)		(2,~~219~~638,252	)
Interest income	-	-			~~887~~-			~~122~~-			~~5,731~~122
Loss on disposal of assets		~~(14,192~~-	)		-(14,192	)		~~(14,909~~-	)		-(14,909	)
Loss on issuance of convertible debt		-			-			~~(120,266~~-	)		-(120,266	)
Extinguishment of derivative liabilities		-			-			-			(464,686	)
Gain on debt relief		-			-			2,776			-
Change in fair value of derivative liabilities		31,~~147~~616,~~286~~429			~~136~~3,~~306~~147,286			3(128,~~688,963~~238	)		13,~~870~~688,~~880~~963
TOTAL OTHER INCOME (EXPENSE)		1,~~904~~353,~~630~~505			~~136~~1,~~864~~904,630			~~915~~(911,~~658~~275	)		1915,~~409,706~~658
NET INCOME (LOSS)	$	~~147~~995,~~612~~877		$	(247,~~334,022~~612	)	$	(51,~~821~~589,~~739~~213	)	$	(5,~~642~~821,~~238~~739	)
Basic and diluted net income (loss) per share	$	0.06		$	(0.95	)	$	(2.31	)	$	(2.47	)
Basic and diluted net loss per share	$	0.39		$	(0.06	)	$	(0.62	)	$	(2.31	)
Weighted average number of shares outstanding basic and diluted		2,550,998			2,~~461~~550,~~649~~998			2,~~523~~550,~~867~~998			2,~~278~~523,~~460~~867

See accompanying notes to unaudited condensed consolidated financial statements

~~F-2~~6 Table ofOf Contents

CÜR MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2016			2015
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(51,~~821~~589,~~739~~213	)	$	(5,~~642~~821,~~238~~739	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		123,~~176~~530			2212,~~232~~176
Non-cash stock compensation expense		183,950			166,269
Stock compensation expense		-			183,950
Non-cash interest expense		2,307,968			-
Interest expense		305,107			2,307,968
Share based consulting services		~~118,347~~-			53118,~~250~~347
Non-cash label warrant expense		967,402
Non-cash warrant expense		12,945			967,402
Change in fair value of derivative liabilities		(3128,~~688,963~~238	)		(13,~~870~~688,~~880~~963	)
Loss on extinguishment of derivative liabilities		-			464,686
Loss on issuance of convertible debt		-			120,266
Loss on issuance of convertible debt		120,266			-
Disposal of property and equipment		15,616			-
Changes in assets and liabilities
Prepaid expenses		~~6,557~~-			956,~~378~~557
Other current assets		~~3,000~~-			~~(72~~3,~~984~~000	)
Accounts payable		1584,~~445,081~~464			~~789~~1,~~215~~445,081
Accrued liabilities and other current liabilities		1493,~~679,563~~499			211,~~714~~679,563
Net cash used in operating activities		(261,~~650,776~~430	)		(52,~~973~~650,~~358~~776	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		-			(19,256	)
Net cash used in investing activities		-			(19,256	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note payable		~~(5,833~~-	)		(215,~~269~~833	)
Proceeds from issuance of convertible promissory notes		2,656,000			2,819,366
Proceeds from issuance of convertible secured promissory notes		-			2,656,000
Net cash provided by financing activities		2,650,167			2,798,097
Proceeds from issuance of Six-Month Line of Credit Promissory Note		59,965			-
NET DECREASE IN CASH		(609	)		(3,194,517	)
Net cash provided by financing activities		59,965			2,650,167
CASH, BEGINNING OF PERIOD		734			3,228,938
NET DECREASE IN CASH		(1,465	)		(609	)
CASH, END OF THE PERIOD	$	125		$	34,421
CASH, BEGINNING OF PERIOD		1,508			734
Supplemental disclosure of non-cash financing:
CASH, END OF THE PERIOD	$	43		$	125
Reclassification of derivative liabilities to equity	$	291,410		$	1,378,374

See accompanying notes to unaudited condensed consolidated financial statements

~~F-3~~7 Table ofOf Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

Note 1 – Summary of Business and Basis of Presentation

Note 1 – Summary of Business and Basis of Presentation

Organization and Business

CÜR Media, ~~LLC~~Inc. (~~formerly~~the ~~known as Raditaz, LLC~~“Company”) ~~("Raditaz")~~ was formed in ~~Connecticut on February 15, 2008. On January 28, 2014,~~ the ~~members~~State of ~~Raditaz~~Delaware ~~contributed their Raditaz membership interests (the "Contribution") to CÜR Media, Inc. (formerly known~~ as Duane Street Corp.) ~~(the~~on ~~"Company")~~November ~~in exchange for approximately 769~~17,~~231~~ ~~shares of the Company's common stock~~2011, ~~$0.0001~~to ~~par~~manufacture ~~value~~and ~~per~~market ~~share~~baby ~~(“Common Stock”), which resulted in Raditaz being a wholly owned subsidiary of the Company~~products. ~~Each~~Prior membership interest of Raditaz, at the time of the Contribution was automatically converted into shares of the Company's Common Stock, with the result that the 39,249,885 membership interests outstanding immediately prior to the Contribution ~~were~~(as ~~converted~~defined ~~into approximately 769~~below),~~231~~ ~~shares of~~ the Company'’s ~~Common~~board ~~Stock~~of ~~outstanding~~directors ~~immediately~~determined ~~thereafter. The Contribution is considered~~ to bediscontinue aoperations ~~recapitalization~~in ofthis ~~the~~area ~~Company~~and ~~which has been retrospectively applied~~ to ~~these~~seek ~~financial~~a ~~statements~~new ~~for~~business ~~all periods presented~~opportunity. In connection with the recapitalization, the accumulated deficit of $5,536,144 from the period from February 15, 2008 (inception) through the date of the Contribution was reclassified to additional paid-in-capital.

AsCÜR aMedia, ~~result~~LLC (formerly known as Raditaz, LLC) (“Raditaz”) was formed in Connecticut on February 15, 2008. On January 28, 2014, the members of Raditaz contributed their Raditaz membership interests (the “Contribution”) to the Company in exchange for approximately 769,231 shares of the Company’s ~~changed~~common ~~its~~stock, ~~business~~$0.0001 ~~focus~~par tovalue per share (“Common Stock”), which resulted in Raditaz being a wholly owned subsidiary of the ~~business~~Company. Each membership interest of Raditaz, ~~which~~at isthe totime ~~develop~~of ~~and~~the ~~commercialize~~Contribution awas ~~streaming~~automatically ~~music~~converted ~~experience~~into ~~for~~shares ~~listening~~of onthe Company’s Common Stock, with the ~~web~~result ~~and~~that ~~mobile~~the ~~devices~~39,249,885 membership interests outstanding immediately prior to the Contribution were converted into approximately 769,231 shares of the Company’s Common Stock outstanding immediately thereafter. The ~~Company~~Contribution iswas ~~currently~~considered ~~developing~~to ~~CÜR~~be ~~Music~~a recapitalization of the Company, awhich ~~hybrid~~has ~~internet~~been ~~radio~~retrospectively ~~and~~applied ~~on-demand~~to ~~music~~these ~~streaming~~financial ~~service.~~statements for all periods presented.

As a result of the Contribution, the Company changed its business focus to the business of Raditaz, which is to develop and commercialize a streaming music experience for listening on the web and mobile devices (the “Music Streaming Business”). The Company is currently developing CÜR Music, a hybrid internet radio and on-demand music streaming service.

CUR Holdings, LLC, was formed in New York on July 6, 2017, for the purpose of making strategic investments of up to $1,000,000. On July 6, 2017, CÜR Holdings, LLC loaned $685,000 to the Company, in exchange for which it received a Line of Credit Promissory Note from the Company in the principal amount of $685,000 (“Line of Credit Note”) In connection with the Initial Closing (as defined below) of the Preferred Stock Unit Offering (as defined in Note 12 below), the Line of Credit Note was assigned and transferred to CUR Holdings, Inc., a Delaware corporation (“Holdings”), in exchange for 194,175 Unit Shares (as defined below”) of Holdings and Unit Warrants (as defined in Note 12 below) to purchase 1,263,827 shares of common stock of Holdings issued to CUR Holdings, LLC. As a result, Holdings became the payee under the Line of Credit Note. Upon completion of the transaction, CUR Media is now required to pay Holdings.

Holdings was formed in the State of Delaware on August 14, 2017, for the purpose of raising capital to effectuate a transaction with the Company, or another company in the music streaming space. On September 11, 2017, the Company entered into a term sheet (the “Term Sheet”) with Holdings, pursuant to which the Company and Holdings agreed to consummate either a Merger (as defined below) or an Asset Transfer (as defined below), under certain circumstances. Pursuant to the Term Sheet, in the event the Company receives notification from the SEC that it will not institute the proposed Administrative Proceedings (as defined in Note 12 below), or, if instituted, will discontinue such proceedings (“SEC Clearance”), Holdings will, subject to any required shareholder approval, merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”); provided, however, that the board of directors of the Company and Holdings may mutually agree to proceed with the Merger prior to receipt of SEC Clearance. If, however, the SEC commences the proposed Administrative Proceedings (as defined in Note 12 below) against the Company, and such proceedings result in the revocation of the registration of the Company’s Common Stock under the Exchange Act (“SEC Revocation”), the Company and Holdings will, subject to any required shareholder approval, enter into a fair value asset purchase and sale transaction, pursuant to which Holdings will acquire all of the intellectual property and other assets and liabilities constituting the Company’s Music Streaming Business (the “Asset Transfer” and, together with the Merger, a “Combination Transaction”); provided, however, that the board of directors of the Company and Holdings may mutually agree to proceed with the Asset Transfer any time commencing on the ninety-first (91st) day after the effective date of the Term Sheet.

Table Of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Basis of Presentation

The accompanying condensed consolidated financial statements include the activities of the Company, CÜR Media, Inc., and its wholly owned subsidiary, CÜR Media, LLC. All intercompany transactions have been eliminated in these consolidated financial statements.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("“GAAP"”) for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of the Company'’s management, the financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company'’s consolidated financial position for the periods presented.

Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which the Company filed with the Securities and Exchange Commission (“SEC”) on April 14, 2016 (“Annual Report”), as updated in subsequent filings the Company has made with the SEC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

F-4 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

Significant Accounting Policies

Other than as disclosed below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report as filed with the SEC on January 29, 2018.

Earnings Per Share

Basic earnings per share ("“EPS"”) is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock, plus the effect of dilutive potential common shares from outstanding stock options during the period using the treasury stock method. At September 30, ~~2016~~2017 and ~~2015~~2016, the number of shares underlying options and warrants that were anti-dilutive was approximately 4,~~245~~517,~~595~~150 shares and ~~680~~4,~~233~~245,595 shares, respectively.

Note 2 - Going Concern Uncertainty

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of the liabilities in the normal course of business and does not include any adjustments that might result from uncertainty about the Company'’s ability to continue as a going concern.

The Company incurred net losses since inception, including a net loss of $51,~~821~~589,~~739~~213 in the nine months ending September 30, ~~2016~~2017. The Company has developed CÜR Music, a hybrid internet radio and on-demand music streaming service and has not generated ~~material~~significant revenue from operations and anticipates needing additional capital prior to launching CÜR Music to execute the current operating plan. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

On9 ~~October~~Table ~~20,~~Of 2015, October 26, 2015, November 13, 2015, November 24, 2015, November 30, 2015, December 30, 2015 and January 14, 2016 the Company closed on Securities Purchase Agreements (the "Unsecured Note Purchase Agreements") with certain "accredited investors" (the "Unsecured Note Buyers"), pursuant to which the Unsecured Note Buyers purchased 12% Unsecured Convertible Promissory Notes of the Company (the "2015 Unsecured Convertible Promissory Notes" or "Unsecured Notes") in the aggregate principal amount of $2,113,500 (the "Unsecured Convertible Note Offering"). The aggregate gross proceeds to the Company from the 2015 Unsecured Convertible Note Offering were $2,113,500 (before deducting expenses related to the purchase and sale of the Unsecured Notes of approximately $45,000), of which $586,000 in proceeds were from members of the Board of Directors (the “Board”). Contents

On April 12, 2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016, the Company closed on Securities Purchase Agreements (the "Secured Note Purchase Agreements") with certain "accredited investors" (the "Secured Note Buyers"), pursuant to which the Secured Note Buyers purchased 12% Secured Convertible Promissory Notes of the Company (the "2016 Secured Convertible Promissory Notes" or “Secured Notes”) in the aggregate principal amount of $2,515,000. The aggregate gross proceeds to the Company from the 2016 Secured Convertible Note Offering were $2,515,000 (before deducting expenses related to the purchase and sale of the Secured Notes of $282,454), of which $255,060 of the proceeds were from members of the Board.

The Company is actively seeking sources of equity or debt financing in order to support its operations. Fundraising discussions have started, however no specific terms have been set. The Company cannot launch its CÜR Music streaming product until appropriate capital has been secured. However, no assurances can be provided that the Company will secure additional financing or achieve and sustain a profitable level of operations. To the extent that the Company is unsuccessful in its plans, the Company may find it necessary to contemplate the sale of its assets, or other similar transactions.

F-5 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

On April 12, 2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016, the Company closed on Securities Purchase Agreements (the “Secured Note Purchase Agreements”) with certain “accredited investors” (the “Secured Note Buyers”), pursuant to which the Secured Note Buyers purchased 12% Secured Convertible Promissory Notes of the Company (the “2016 Secured Convertible Promissory Notes” or “Secured Notes”) in the aggregate principal amount of $2,515,000 (the “Secured Convertible Note Offering”). The aggregate gross proceeds to the Company from the Secured Convertible Note Offering were $2,515,000 (before deducting expenses related to the purchase and sale of the Secured Notes of $282,454), of which $255,060 of the proceeds were from members of the Company’s board of directors. The Company used the net proceeds from the Secured Convertible Note Offering for certain payments to content owners, and working capital and general corporate purposes.

Refer to Notes 1 and 12 pertaining to the formation of Holdings in connection with raising capital for the purpose of extending funds to the Company as well as assuming various obligations and contracts on behalf of the Company.

The Company and Holdings are actively seeking sources of equity or debt financing in order to support its operations. The Company plans to launch its CÜR Music streaming product utilizing funds from the Post-Closing Line of Credit Note. No assurances can be provided that the Company will secure additional financing or achieve and sustain a profitable level of operations. To the extent that the Company is unsuccessful in its plans, the Company may find it necessary to cease operations entirely.

Note 3 – Risks and Uncertainties

The Company operates in an industry that is subject to rapid technological change and intense competition. The Company'’s operations are subject to significant risk and uncertainties including financial, operational, technological, content licensing, regulatory and other risks including the potential for business failure.

A description of some of the risks and uncertainties that could affect ~~our~~the Company’s business appears in the section captioned “Risk Factors” in the Company’s Annual Report as updated in subsequent filings wethe ~~have~~Company has made with the SEC. No new risks have been identified this quarter. The risks and uncertainties described under “Risk Factors” are not exhaustive.

Note 4 - Debt Instruments

Note Payable

On June 19, 2012, the Company entered into a promissory note (“State of CT Note”) with State of Connecticut Department of Economic and Community Development (“CT DECD”) for up to $100,000. The State of CT Note bears interest at 2.5% per annum. ~~Commencing~~Principal ~~on the thirteenth (13th) month following the loan date~~ and ~~continuing on the first day (1st) of each month thereafter principal and~~ interest is payable in forty-eight (48) equal, consecutive monthly installments. The full principal and all accrued interest ~~are~~was due and payable on June 19, 2017. The Company and CT DECD also entered into a security agreement whereby the State of CT Note is secured by all properties, assets and rights of the Company. As of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, the ~~Company~~balance ~~had~~due $0totaled ~~and~~ $1333,~~113~~550. inThe ~~principal~~DECD ~~recorded~~has asnot ~~Note~~commenced ~~Payable~~any incollection ~~the~~proceedings ~~long-term~~against ~~sections of~~ the Company~~’s balance sheet, respectively, and $33,550 and $26,270 in notes payable short-term, respectively~~.

Convertible Promissory Notes, net

On October 20, 2015, October 26, 2015, November 13, 2015, November 24, 2015, November 30, 2015, December 30, 2015 and January 14, 2016, the Company ~~entered~~closed ~~into~~on Securities Purchase Agreements (the “Unsecured Note Purchase Agreements”) with certain “accredited investors” (the “Unsecured Note Buyers”), pursuant to which the Unsecured Note Buyers purchased 12% Unsecured Convertible Promissory Notes of the Company (the “Unsecured Notes”) in the aggregate principal amount of $2,113,500 (the “Unsecured Convertible Note Offering”). The aggregate gross proceeds to the Company from the ~~2015~~ Unsecured Convertible Note Offering were $2,113,500 (before deducting expenses related to the purchase and sale of the Unsecured Notes of $45,000), of which $586,000 of the proceeds were from members of the ~~Board~~Company’s board of directors.

~~The~~10 ~~Unsecured~~Table ~~Notes~~Of have an aggregate principal balance of $2,113,500 and a stated maturity date of 5 years from the date of issuance. The principal on the Unsecured Notes bears interest at a rate of 12% per annum, which is also payable on maturity. On April 12, 2016, with the closing of the 2016 Secured Convertible Notes Offering, certain terms of the Unsecured Notes were amended. Under the new terms of the Unsecured Notes, upon the closing of $15,000,000 in equity securities ("Equity Financing Securities") by the Company (a "Qualified Offering") all of the outstanding principal amount of the Unsecured Notes, together with accrued and unpaid interest due thereon, will automatically convert (in this case, a "Mandatory Conversion") into units of the Company's securities (the "Unsecured Note Conversion Units") at a conversion price per Unsecured Note Conversion Unit equal to the lesser of (i) $5.60 or (ii) a 20% discount to the price per share of the Equity Financing Securities. Each Unsecured Note Conversion Unit will consist of one share (the "Unsecured Note Conversion Unit Shares") of the Company's Common Stock, and one five-year warrant (the "Unsecured Note Conversion Unit Warrants") to purchase one additional share (the "Unsecured Note Conversion Unit Warrant Shares") of the Company's Common Stock at an exercise price of 125% of the Qualified Offering unit price. The terms of the amendment were in exchange for the Unsecured Note holders' subordination to the Secured Note holders.Contents

The embedded conversion feature was bifurcated to a derivative liability as it was not considered to be clearly and closely related to the host agreement. The Company recorded a derivative liability and debt discount of $2,034,037 upon issuance. The debt discount is being amortized to interest expense over the term of the loan. Refer to Note 5 for discussion of the derivative liability.

F-6 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

The Unsecured ~~Note~~Notes ~~Conversion~~have ~~Unit~~an ~~Warrants~~aggregate principal balance of $2,113,500 toand bea ~~received~~stated ~~upon~~maturity ~~conversion~~date of 5 years from the date of issuance. The principal on the Unsecured Notes, ~~provide~~bears ~~for~~interest ~~the~~at ~~purchase~~a rate of ~~shares~~12% per annum, which is also payable on maturity. On April 12, 2016, with the closing of the ~~Company's~~Secured ~~Common~~Convertible ~~Stock~~Notes atOffering, ancertain ~~exercise~~terms ~~price~~of ~~equal~~the toUnsecured ~~(a)~~Notes ~~125%~~were amended. Under the new terms of the ~~price~~Unsecured atNotes, ~~which~~upon the ~~Company's~~closing of $15,000,000 in equity securities (“Equity Financing Securities”) ~~are~~by ~~sold~~the Company (in this case, a “Qualified Offering.”) ~~The~~all of the outstanding principal amount of the Unsecured ~~Note~~Notes, ~~Conversion~~together ~~Unit~~with ~~Warrants~~accrued ~~are~~and ~~exercisable~~unpaid ~~for~~interest ~~cash~~due ~~only~~thereon, ~~for~~will automatically convert (in this case, a ~~term~~“Mandatory Conversion”) into units of 5the ~~years~~Company’s ~~from~~securities (the ~~date~~“Unsecured Note Conversion Units”) at a conversion price per Unsecured Note Conversion Unit equal to the lesser of ~~issuance~~(i) $5.60 ~~The~~or ~~number~~(ii) a 20% discount to the price per share of ~~shares~~the Equity Financing Securities. Each Unsecured Note Conversion Unit will consist of ~~common~~one ~~stock~~share to(the be“Unsecured ~~deliverable~~Note ~~upon~~Conversion ~~exercise~~Unit Shares”) of the Company’s Common Stock, and one five-year warrant (the “Unsecured Note Conversion Unit Warrants”) isto ~~subject~~purchase toone ~~adjustment~~additional ~~for~~share ~~subdivision~~(the or“Unsecured ~~consolidation~~Note Conversion Unit Warrant Shares”) of ~~shares~~the ~~and~~Company’s ~~other~~Common ~~standard~~Stock ~~dilutive~~at ~~events~~an exercise price of 125% of the Qualified Offering unit price. The terms of the amendment were in exchange for the Unsecured Note holders’ subordination to the Secured Note holders.

The ~~Company~~embedded ~~agreed~~conversion tofeature ~~use~~in ~~its~~the ~~commercially~~Unsecured ~~reasonable~~Notes ~~efforts~~was bifurcated to ~~file~~ a ~~registration~~derivative ~~statement~~liability ~~("Registration~~as ~~Statement")~~it towas ~~register~~not ~~the~~considered ~~Unsecured~~to ~~Note~~be ~~Conversion~~clearly ~~Unit~~and ~~Shares~~closely ~~and~~related ~~Unsecured~~to ~~Note~~the ~~Conversion~~host ~~Unit~~agreement. ~~Warrant~~The ~~Shares~~Company norecorded ~~later~~a ~~than~~derivative ~~(i)~~liability ~~the~~and ~~date~~debt ~~that~~discount isof ~~ninety~~$2,034,037 ~~(90)~~upon ~~calendar~~issuance. ~~days~~The ~~after~~debt ~~the~~discount ~~final~~is ~~closing~~being ~~under~~amortized ~~the~~to ~~Qualified~~interest ~~Offering,~~expense orover ~~(ii)~~the term of the ~~date~~loan. ~~which~~Refer isto ~~ninety~~Note ~~(90)~~5 ~~calendar~~for ~~days~~discussion ~~after~~of the ~~first~~derivative ~~optional~~liability ~~conversion~~related ofto the Unsecured Notes. The ~~Company~~unamortized ~~agreed~~debt todiscount ~~use~~was ~~its~~$1,320,070 ~~commercially~~at ~~reasonable~~September ~~efforts~~30, to2017 ~~make~~and the ~~Registration~~fair ~~Statement~~value ~~declared~~of ~~effective no later than one hundred and eighty (180) calendar days after~~ the ~~Registration~~derivative ~~Statement~~liability iswas ~~first~~$70,922 ~~filed~~at ~~with~~September ~~the~~30, ~~SEC~~2017.

The Unsecured Note Conversion Unit Warrants, to be received upon conversion of the Unsecured Notes, provide for the purchase of shares of the Company’s Common Stock at an exercise price equal to (a) 125% of the price at which the Company’s Equity Financing Securities are sold in a Qualified Offering. The Unsecured Note Conversion Unit Warrants are exercisable for cash only, for a term of 5 years from the date of issuance. The number of shares of common stock to be deliverable upon exercise of the Unsecured Note Conversion Unit Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

The Company agreed to use its commercially reasonable efforts to file a registration statement (“Registration Statement”) to register the Unsecured Note Conversion Unit Shares and Unsecured Note Conversion Unit Warrant Shares no later than (i) the date that is ninety (90) calendar days after the final closing under the Qualified Offering, or (ii) the date which is ninety (90) calendar days after the first optional conversion of the Unsecured Notes. The Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective no later than one hundred and eighty (180) calendar days after the Registration Statement is first filed with the SEC.

Convertible Secured Promissory Notes, net

On April 12, 2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016, the Company entered into Secured Note Purchase Agreements with certain Secured Note Buyers, pursuant to which the Secured Note Buyers purchased Secured Notes in the aggregate principal amount of $2,515,000 (before deducting placement agent fees and expenses of $282,454) of which $255,060 were from members of the ~~Board~~Company’s board of directors.

The Secured Notes are secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company'’s intellectual and technology property pursuant to the terms of a security agreement ("“Security Agreement"”) among the Company and the Secured Note Buyers. The security interest in and liens on all assets and property of the Company will be a first priority security interest.

~~The~~11 ~~Secured~~Table ~~Notes~~Of have an aggregate principal balance of $2,515,000, and a stated maturity date of 6 months from the date of issuance. The principal on the Secured Notes bears interest at a rate of 12% per annum, which is also payable on maturity. The Secured Notes will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the Secured Notes. Upon the closing of a Qualified Offering by the Company during the term of the Secured Notes involving the sale of at least $15,000,000 in Equity Financing Securities, all of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, will automatically convert (in this case, a "Mandatory Conversion") into units of the Company's securities (the "Secured Note Conversion Units") at a conversion price per Secured Note Conversion Unit equal to the lesser of (a) 80% of the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00. At any time prior to a Mandatory Conversion, the holders of the Secured Notes may convert all or part of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, into Second Units at a conversion price of $2.00 per Unit (in this case, an "Optional Conversion"). Each Secured Note Conversion Unit will consists of one share (the "Secured Note Conversion Unit Shares") of the Company's Common Stock, and one five-year warrant (the "Secured Note Conversion Unit Warrants") to purchase one additional share (the "Secured Note Conversion Unit Warrant Shares") of the Company's Common Stock at an exercise price equal to (a) 125% of the price at which the Company's Equity Financing Securities are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. Upon failure by the Company to pay any principal amount or interest due under the Secured Notes within 5 days of the date such payment is due, or the occurrence of other event of default under the terms of the Secured Notes, the entire unpaid principal balance of the Secured Notes, together with any accrued and unpaid interest thereon, will become due and payable, without presentment, demand, protest or notice of any kind. In the event of any liquidation, dissolution or winding up of the Company, each holder of a Secured Note will be entitled to receive, pari passu with the other holders of the Secured Notes, and in preference to the holders of the Company's other outstanding securities, an amount equal to two times the principal amount of, and any accrued and unpaid interest on, such holder's Secured Note. The conversion price and number of Secured Note Conversion Units issuable upon conversion of the Secured Notes will be subject to adjustment from time to time for subdivision or consolidation of shares and other standard dilutive events.Contents

F-7 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

~~Pursuant~~The toSecured Notes have an aggregate principal balance of $2,515,000, and a stated maturity date of 6 months from the ~~terms~~date of issuance. The principal on the Secured Notes bears interest at a ~~Placement~~rate ~~Agency~~of ~~Agreement~~12% ~~(in~~per ~~this~~annum, ~~case~~which is also payable on maturity. The Secured Notes will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the ~~"Placement~~Secured ~~Agency~~Notes. ~~Agreement")~~Upon ~~between~~the closing of a Qualified Offering by the Company ~~and~~during the ~~placement~~term ~~agent~~of ~~for~~the Secured Notes involving the sale of at least $15,000,000 in Equity Financing Securities, all of the outstanding principal amount of the Secured ~~Convertible~~Notes, ~~Note~~together ~~Offering~~with accrued and unpaid interest due thereon, will automatically convert (in this case, ~~the~~a ~~"Placement~~“Mandatory ~~Agent"~~Conversion”), ininto ~~connection~~units ~~with~~of the ~~closing~~Company’s ofsecurities (the “Secured ~~Convertible~~Note Conversion Units”) at a conversion price per Secured Note ~~Offering,~~Conversion ~~the~~Unit ~~Placement~~equal ~~Agent~~to ~~was~~the ~~paid~~lesser of (a) ~~commission~~80% of anthe ~~aggregate~~price per share of ~~$251~~the Equity Financing Securities sold in the Qualified Offering,~~500~~ or (b) $2.00. InAt ~~addition~~any time prior to a Mandatory Conversion, the ~~Placement~~holders ~~Agent,~~of the Secured Notes may convert all or ~~its~~part ~~designees~~of the outstanding principal amount of the Secured Notes, ~~received~~together ~~warrants~~with toaccrued ~~purchase~~and unpaid interest due thereon, into Second Units at a ~~number~~conversion price of ~~shares~~$2.00 ofper ~~Common~~Unit ~~Stock~~(in ~~equal~~this tocase, ~~10%~~an of“Optional ~~the~~Conversion”). ~~number~~Each Secured Note Conversion Unit will consist of one share (the “Secured Note Conversion Unit Shares”) ~~into~~of ~~which~~the ~~Secured~~Company’s ~~Notes~~Common ~~sold~~Stock, inand one five-year warrant (the “Secured ~~Convertible~~ Note ~~Offering~~Conversion Unit Warrants”) to purchase one additional share (the “Secured ~~Buyers~~Note ~~introduced~~Conversion Unit Warrant Shares”) of the Company’s Common Stock at an exercise price equal to (a) 125% of the ~~Secured~~price ~~Convertible~~at ~~Note~~which the Company’s Equity Financing Securities are sold in a Qualified Offering byin the ~~Placement~~event ~~Agent~~of a Mandatory Conversion, ~~and~~or 8(b) 125% of $2.00 in the ~~number~~event of ~~Secured~~an ~~Note~~Optional Conversion. ~~Unit~~Upon ~~Shares~~failure ~~into~~by ~~which~~the Company to pay any principal amount or interest due under the Secured Notes ~~sold~~within in5 days of the ~~Secured~~date ~~Convertible~~such ~~Note~~payment ~~Offering~~is todue, or the occurrence of other event of default under the terms of the Secured ~~Note~~Notes, ~~Buyers~~the ~~introduced~~entire tounpaid principal balance of the Secured ~~Convertible~~Notes, ~~Note~~together ~~Offering~~with byany accrued and unpaid interest thereon, will become due and payable, without presentment, demand, protest or notice of any kind. In the ~~Company~~event of any liquidation, dissolution or ~~its~~winding ~~representatives~~up of the ~~Placement~~Company, ~~Agent’s~~each ~~warrants~~holder ~~have~~of a ~~term~~Secured Note will be entitled to receive, pari passu with the other holders of 5the ~~years~~Secured Notes, and anin ~~exercise~~preference ~~price~~to ~~per~~the ~~share~~holders of the Company’s other outstanding securities, an amount equal to two times the ~~exercise~~principal ~~price~~amount of, ~~the~~and any accrued and unpaid interest on, such holder’s Secured Note. ~~Conversion~~The ~~Unit~~conversion ~~Warrant~~price ~~Shares~~and ~~issued~~number toof Secured ~~Buyers~~Note ~~introduced~~Conversion toUnits issuable upon conversion of the Secured ~~Convertible~~Notes ~~Note~~will ~~Offering~~be bysubject ~~the~~to ~~Placement~~adjustment ~~Agent~~from ~~upon~~time ~~conversion~~to ~~("Placement~~time ~~Agent~~for ~~Warrants")~~subdivision or consolidation of shares and other standard dilutive events.

~~The~~On ~~embedded~~October ~~conversion~~12, ~~feature~~2016, ~~was~~October ~~bifurcated~~15, to2016, aNovember ~~derivative~~26, ~~liability~~2016, asDecember it7, 2016, and January 20, 2017, the principal and any accrued and unpaid interest on the Company’s outstanding Secured Notes became due and payable. The Company was ~~not~~unable ~~considered~~to repay the noteholders at that time. Pursuant to bethe ~~clearly~~terms ~~and~~of ~~closely~~the ~~related~~Secured Notes, the Company’s failure to pay any principal or interest within 5 days of the ~~host~~date ~~agreement~~such payment is due constitutes an event of default. ~~The~~Following the occurrence of an event of default, among other things, the interest rate on the Secured Notes increased to 15%. On November 16, 2017, simultaneous with the Initial Closing (as discussed in Note 11), the holders of all of the Company’s ~~recorded~~existing aSecured ~~derivative~~Notes ~~liability~~(the ~~and~~“Secured ~~debt~~Noteholders”), ~~discount~~in the aggregate principal amount of $2,~~091~~515,~~053~~000, ~~upon~~with ~~issuance.~~accrued ~~The~~and ~~debt~~unpaid ~~discount~~interest isin ~~being~~the ~~amortized~~aggregate of $561,203, assigned, conveyed, transferred to Holdings all of the Secured Noteholders’ right, title, interest ~~expense~~and ~~over~~obligations in, to and under the ~~term~~Secured Notes, and all claims, suits, causes of ~~the~~action ~~loan.~~and ~~Refer~~any toother ~~Note~~rights 5thereunder, in exchange for ~~discussion~~units of securities of Holdings, at an exchange rate of $2.00 of principal and interest due under the ~~derivative~~Secured ~~liability~~Notes per unit. Upon completion of the transaction, CUR Media is now required to pay Holdings.

~~The~~Pursuant to the terms of a Placement Agency Agreement (in this case, the “Placement Agency Agreement”) between the Company and the placement agent for the Secured Convertible Note ~~Conversion~~Offering ~~Unit~~(in ~~Warrants~~this case, tothe be“Placement ~~received~~Agent”), ~~upon~~in ~~conversion~~connection with the closing of the Secured ~~Notes~~Convertible Note Offering, ~~provide~~the ~~for~~Placement Agent was paid a commission of an aggregate of $251,500. In addition, the Placement Agent, or its designees, received warrants to purchase a number of shares of the Company'’s Common Stock ~~at an exercise price~~ equal to ~~(a) 125~~10% of the ~~price~~number atof ~~which~~Secured ~~the~~Note ~~Company's~~Conversion ~~Equity~~Unit ~~Financing~~Shares ~~Securities~~into ~~are~~which Secured Notes sold in athe ~~Qualified~~Secured Convertible Note Offering into Secured Buyers introduced to the ~~event~~Secured ofConvertible aNote ~~Mandatory~~Offering ~~Conversion,~~by orthe ~~(b)~~Placement ~~125~~Agent, and 8% of ~~$2.00 in~~ the ~~event~~number of anSecured ~~Optional~~Note Conversion. ~~The~~Unit Shares into which Secured Notes sold in the Secured Convertible Note ~~Conversion~~Offering ~~Unit~~to ~~Warrants~~Secured ~~are~~Note ~~exercisable~~Buyers ~~for~~introduced ~~cash~~to ~~only,~~the ~~for~~Secured aConvertible ~~term~~Note ofOffering 5by ~~years~~the ~~from~~Company or its representatives the ~~date~~Placement ofAgent’s ~~issuance.~~warrants ~~The~~have ~~number~~a term of ~~shares~~5 ofyears ~~Common~~and ~~Stock~~an toexercise beprice ~~deliverable~~per ~~upon~~share equal to the exercise price of the Secured Note Conversion Unit ~~Warrants~~Warrant isShares ~~subject~~issued to ~~adjustment~~Secured ~~for~~Buyers ~~subdivision~~introduced orto ~~consolidation~~the ofSecured ~~shares~~Convertible ~~and~~Note ~~other~~Offering ~~standard~~by ~~dilutive~~the ~~events~~Placement Agent upon conversion (“Placement Agent Warrants”).

Table Of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

The embedded conversion feature in the Secured Notes was bifurcated to a derivative liability as it was not considered to be clearly and closely related to the host agreement. The Company recorded a derivative liability and debt discount of $2,091,053 upon issuance. The debt discount was being amortized to interest expense over the term of the loan. Refer to Note 5 for discussion of the derivative liability related to the Secured Notes. The debt discount was fully amortized at September 30, 2017 and the derivative liability was $349,905 at September 30, 2017.

The Secured Note Conversion Unit Warrants, to be received upon conversion of the Secured Notes, provide for the purchase of shares of the Company’s Common Stock at an exercise price equal to (a) 125% of the price at which the Company’s Equity Financing Securities are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. The Secured Note Conversion Unit Warrants are exercisable for cash only, for a term of 5 years from the date of issuance. The number of shares of Common Stock to be deliverable upon exercise of the Secured Note Conversion Unit Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

The Company granted registration rights to each Secured Buyer with respect to the Secured Note Conversion Unit Shares and Secured Note Conversion Unit Warrant Shares, and to the Placement Agent, with respect to the Common Stock issuable upon exercise of the Placement Agent Warrants, in each case on a pari passu basis with, and upon substantially the same terms as the registration rights granted to, the investors in a Qualified Offering.

Note 5 – Derivative Liabilities

The PPO Warrants, Broker Warrants and ~~agent~~Warrant ~~warrants~~Agent Warrants described in Note 7 qualified for derivative classification upon issuance due to the price protection provisions on the exercise price. The initial fair value of these liabilities was recorded as an increase to derivative liabilities and a decrease in additional paid in capital as the warrants were issued in connection with the closings under the private placement offerings. The embedded conversion feature of the Unsecured Notes and the ~~2016~~ Secured Notes described in Note 4 also qualify for derivative classification. The initial fair value of these liabilities was recorded as an increase to derivative liabilities with a corresponding debt discount. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments included in other income or expenses.

Certain securities the Company issued in the private placement offering it conducted in 2014 (the “2014 PPO”) had price-based anti-dilution protection, if, within twenty-four (24) months after the final closing of the 2014 PPO, March 28, 2016, the Company issued additional shares of Common Stock or Common Stock equivalents (subject to customary exceptions) for a consideration per share less than $13.00. Of the 744,756 original PPO warrants issued in the 2014 PPO (the “PPO Warrants”), 133,739 still remained with these priced-based anti-dilution rights. As of March 28, 2016, the price-based anti-dilution protection provisions expired. The Company re-measured the fair value of the warrants at March 28, 2016 and reclassified them to equity.

~~F-8~~The ~~Table~~table below sets forth a summary of ~~Contents~~changes in the fair value of the Company’s Level 3 financial liabilities for the period ended September 30, 2017.

	Nine Months Ended September 30, 2017

Balance at the beginning of period	$	292,589

Change in fair value of the conversion features on unsecured convertible notes		19,084

Change in fair value of the conversion features on secured convertible notes		109,154

Balance at the end of the period	$	420,827

Table Of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

The ~~table~~Company ~~below~~uses ~~sets~~Level ~~forth~~3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a ~~summary~~share of the Company’s Common Stock, volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value ofmeasurement. The expected stock price volatility for the Company’s ~~Level~~derivatives 3is ~~financial~~based ~~liabilities~~on ~~for~~the historical volatility since the ~~period~~date ~~ended~~of ~~September~~the 30Company’s 2014 PPO. As required, ~~2016~~these are classified based on the lowest level of input that is significant to the fair value measurement.

	September 30, 2016
Balance at the beginning of year	$	2,052,893
Addition of new derivative liabilities (conversion features)		2,312,603
Change in fair value of the embedded conversion features		(3,432,813	)
Addition of new derivative liabilities (warrants)		4,444
Change in fair value of warrants		(260,599	)
Reclassification of derivative liabilities to equity		(291,410	)
Balance at the end of the period	$	385,118

The weighted average per-share fair value of each Common Stock warrant derivative liability of $1.91 was determined March 28, 2016, respectively using the Black-Scholes pricing model using the following weighted average assumptions:

The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company's Common Stock, volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. The expected stock price volatility for the Company's derivatives is based on the historical volatility since the date of the Company's 2014 PPO. As required, these are classified based on the lowest level of input that is significant to the fair value measurement.

Expected

Volatility

Risk-free
Interest
Rate

Expected
Dividend
Yield

Expected
Life
(in years)

At March 28, 2016

158.84

1.76

3.45

The weighted average per-share fair value of ~~each~~the ~~Common~~derivative ~~Stock~~liabilities ~~warrant~~associated ~~derivative~~with ~~liability~~the embedded conversion features on the Unsecured Notes of $4.~~147~~66 and $10.9116 ~~was~~and $0.22 determined at January 14, 2016, December 31, ~~2015,~~2016 and ~~March~~September 2830, ~~2016~~2017, respectively, using the Black-Scholes pricing model using the following weighted average assumptions:

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)
At December 31, 2015		113.83	%		1.76	%		0	%		3.45
Issuance on January 14, 2016		114.48	%		1.52	%		0	%		5.00
At March 28, 2016		158.84	%		1.37	%		0	%		3.21
December 31, 2016		176.74	%		1.93	%		0	%		3.89
September 30, 2017		175.89	%		1.92	%		0	%		3.14

FThe weighted average per-9share ~~Table~~fair value of ~~Contents~~the derivative liabilities associated with the embedded conversion features on the Secured Notes of $1.62, $2.69, $2.80, $2.07, $1.47, $0.19 and $0.28 determined at April 12. 2016, April 15, 2016, May 26, 2016, June 7, 2016, July 20, 2016, December 31, 2016 and September 30, 2017, respectively using the Black-Scholes pricing model using the following weighted average assumptions:

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)


Issuance on April 12, 2016		159.81	%		1.22	%		0	%		5.00
Issuance on April 15, 2016		161.16	%		1.22	%		0	%		5.00
Issuance on May 26, 2016		165.03	%		1.35	%		0	%		5.00
Issuance on June 7, 2016		165.72	%		1.23	%		0	%		5.00
Issuance on July 20, 2016		166.24	%		1.15	%		0	%		5.00
December 31, 2016		176.74	%		1.93	%		0	%		4.31
September 30, 2017		175.89	%		1.92	%		0	%		3.57

Table Of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

Note 6 – Common Stock

~~The~~On ~~weighted~~May ~~average~~26, ~~per-share~~2015, ~~fair~~the ~~value~~Company’s board of ~~the~~directors ~~derivative~~approved ~~liabilities~~and ~~associated~~authorized ~~with~~ the ~~embedded~~Company ~~conversion~~to ~~features~~effect ona reverse stock split (the ~~Unsecured~~“Reverse ~~Notes~~Stock Split”) at a ratio of ~~$4.96,~~not ~~$4.66~~less than 1-for-5 and $0not more than 1-for-15 (the “Reverse Split Ratio”).23 ~~determined~~On atFebruary ~~December~~9, 312016, ~~2015~~the Company filed a certificate of amendment (“Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, ~~January~~pursuant 14to which, ~~2016~~effective ~~and~~as ~~September~~of 30February 16, 2016, ~~respectively,~~the ~~using~~Company effected the ~~Black~~Reverse Stock Split at a rate of 1-~~Scholes~~for-13. ~~pricing~~Throughout ~~model~~this ~~using~~report, the ~~following~~reverse ~~weighted~~split ~~average~~was ~~assumptions:~~retroactively applied to all periods presented.

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)
December 31, 2015		111.72	%		1.61	%		0	%		5.00
January 14, 2016		114.48	%		1.52	%		0	%		5.00
September 30, 2016		177.43	%		1.14	%		0	%		4.14

The weighted average per-share fair value of the derivative liabilities associated with the embedded conversion features on the Secured Notes of $1.62, $2.69, $2.80, $2.07, $1.47 and $0.26 determined at April 12. 2016, April 15, 2016, May 26, 2016, June 7, 2016, July 20, 2016 and September 30, 2016, respectively using the Black-Scholes pricing model using the following weighted average assumptions:

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)
Issuance on April 12, 2016		159.81	%		1.22	%		0	%		5.00
Issuance on April 15, 2016		161.16	%		1.22	%		0	%		5.00
Issuance on May 26, 2016		165.03	%		1.35	%		0	%		5.00
Issuance on June 7, 2016		165.72	%		1.23	%		0	%		5.00
Issuance on July 20, 2016		166.24	%		1.15	%		0	%		5.00
September 30, 2016		177.43	%		1.14	%		0	%		4.57

Note 6 – Common Stock

On May 26, 2015, the Board approved and authorized the Company to effect a reverse stock split (the "Reverse Stock Split") at a ratio of not less than 1-for-5 and not more than 1-for-15 (the "Reverse Split Ratio"). On February 9, 2016, the Company filed a certificate of amendment ("Certificate of Amendment") to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, pursuant to which, effective as of February 16, 2016, the Company effected the Reverse Stock Split at a rate of 1-for-13. Throughout this report, the reverse split was retroactively applied to all periods presented.

Note 7 - Common Stock Warrants

~~Concurrent~~As ~~with~~discussed in Note 5, certain securities the ~~closings~~Company ofissued in the ~~Contribution~~2014 ~~and~~PPO had price-based anti-dilution protection, if, within twenty-four (24) months after the final closing of the 2014 PPO, ~~discussed~~which ~~above~~occurred on March 28, 2016, the Company issued ~~the~~additional ~~PPO~~shares ~~warrants~~of ~~with~~Common ~~respect~~Stock or common stock equivalents (subject to ancustomary ~~aggregate~~exceptions) offor a consideration per share less than $13.00. Of the 744,756 ~~underlying~~original ~~common~~PPO ~~shares~~Warrants, 133,739 still remained with these priced-based anti-dilution rights. Upon consummation of the Offer to Amend and Exercise the ~~investors~~PPO inWarrants, and the ~~2014~~issuance ~~PPO.~~of ~~Each~~the ~~PPO~~Warrant Agent Warrants to the Warrant ~~has~~Agent, athe ~~term~~anti-dilution ofprovisions ~~five~~were ~~years~~triggered and the non-participating warrant holders received, or are entitled to ~~purchase~~receive ~~one~~(i) ~~share~~a reduction in the price of ~~common~~their ~~stock~~PPO atWarrants from $26.00 per share to $23.01 ~~The~~per ~~PPO~~share, ~~Warrants~~(ii) ~~have~~an ~~weighted~~aggregate ~~average~~of ~~anti-dilution~~17,180 ~~and~~additional ~~price~~shares ~~protection~~of Common Stock, and a(iii) ~~cashless~~and ~~exercise~~aggregate ~~provision~~of 17,180 ~~which~~additional ~~were~~warrants ~~subject~~ to ~~customary~~purchase ~~exceptions~~shares of Common Stock of the Company at an exercise price of $23.01 per share.

In addition, the placement agent in the 2014 PPO, and its sub-agents, received warrants exercisable for a period of five years to purchase a number of shares of Common Stock equal to 10% of the number of shares of Common Stock sold to investors it introduced to the 2014 PPO, with a per share exercise price of $13.00 (the "2014 Broker Warrants"). As a result of the foregoing, the placement agent in the 2014 PPO, and its sub-agents, were issued 2014 Broker Warrants with respect to an aggregate of 74,483 underlying shares of the Company's Common Stock.

On April 6, 2015, the Company consummated the Offer to Amend and Exercise the PPO Warrants (the “Offer to Amend and Exercise”). Pursuant to the Offer to Amend and Exercise, PPO Warrants to purchase an aggregate of 497,548 shares of Common Stock were tendered by their holders and were amended and exercised at an exercise price of $6.50 per share for gross proceeds to the Company of $3,233,502 (before deducting placement agent fees and expenses of the Offer to Amend and Exercise of approximately $417,000).

F-10 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

Effective on or prior to April 6, 2015, the Company and the holders of (a) 113,469 PPO Warrants, that chose not to participate in the Offer to Amend and Exercise ("Non-Participating Original Warrants"), and (b) all 74,483 2014 Broker Warrants, approved an amendment to remove the price-based anti-dilution provisions in their warrants. As a result, the price-based anti-dilution provisions contained in these Non-Participating Original Warrants and 2014 Broker Warrants have been removed and were of no further force or effect as of April 6, 2015.

The warrant agent for the Offer to Amend and Exercise (the “Warrant Agent”) was paid an aggregate commission of approximately $323,350 and was issued warrants to purchase an aggregate of 49,752 shares of the Company's Common Stock at an exercise price of $6.50 per share for a term of five (5) years (the “Warrant Agent Warrants”).

As discussed in Note 5, certain securities the Company issued in the 2014 PPO had price-based anti-dilution protection, if, within twenty-four (24) months after the final closing of the 2014 PPO, March 28, 2016, the Company issues additional shares of Common Stock or common stock equivalents (subject to customary exceptions) for a consideration per share less than $13.00. Of the 744,756 original PPO Warrants, 133,739 still remained with these priced-based anti-dilution rights. Upon consummation of the Offer to Amend and Exercise the PPO Warrants, and the issuance of the Warrant Agent Warrants to the Warrant Agent, the anti-dilution provisions were triggered and the non-participating warrant holders received, or are entitled to receive (i) a reduction in the price of their PPO Warrants from $26.00 per share to $23.01 per share, (ii) an aggregate of 17,180 additional shares of Common Stock, and (iii) and aggregate of 17,180 additional warrants to purchase shares of Common Stock of the Company at an exercise price of $23.01 per share.

In addition, as discussed in Note 4, with the issuance of the Unsecured Notes, the anti-dilution provisions were triggered and the non-participating warrant holders are now entitled to receive (i) a reduction in the price of their PPO Warrants from $23.01 per share to $20.50 per share, (ii) an aggregate of 18,674 additional shares of Common Stock, and (iii) an aggregate of 18,674 additional warrants to purchase shares of Common Stock of the Company at an exercise price of $20.50 per share.

On January 12, 2016, the Company warrants to certain content providers ("“Content Provider Warrants"”) to purchase an aggregate of 215,279 shares (the "“Content Provider Warrant Shares"”) of the Company'’s Common Stock, at a weighted average exercise price of $6.41 per share. The Content Provider Warrants have a weighted average contractual term of 6.45 years. The exercise price and number of Content Provider Warrant Shares are subject to adjustment for any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event.

~~Common~~On ~~Stock~~January ~~warrant~~8, ~~activity~~2017, ~~during~~the Company entered into an employment agreement with an investor relations analyst, pursuant to which he agreed to provide the ~~nine~~Company ~~months~~with ~~ended~~certain ~~September~~investor 30relations services. In consideration for such services, ~~2016~~the ~~was~~Company asissued ~~follows:~~the investor relations analyst a 5-year warrant to purchase 40,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share.

	Common Stock Warrants Outstanding
	Warrants Outstanding		Weighted-Average Exercise Price
Balance as of December 31, 2015		406,147	$	19.01
Granted		216,429		6.49
Cancelled/Forfeited		-		-
Exercised		-		-
Balance as of September 30, 2016		622,576	$	14.66

Common Stock warrant activity during the nine months ended September 30, 2017 was as follows:

F-11 Table of Contents

	Common Stock Warrants Outstanding
	Warrants Outstanding		Weighted- Average Exercise Price

Balance as of December 31, 2016		622,576	$	14.66
Granted		40,000		1.00
Cancelled/Forfeited		-		-
Exercised		-		-
Balance as of September 30, 2017		662,576	$	13.83

Table Of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

The Company uses Level 3 inputs for its valuation methodology for the warrants issued, as their fair values were determined using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company'’s Common Stock, volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. Refer to Note 5 for the weighted average assumptions used to determine the fair value of the derivative liabilities using the Black-Scholes pricing model. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The weighted average per-share fair value of each Common Stock warrant that qualified to be recorded as permanent equity of $4.49 was determined on the date of grant using the Black-Scholes pricing model using the following weighted average assumptions:

	Expected Volatility			Risk-~~free~~freeInterest ~~Interest~~ Rate			~~Expected Dividend Yield~~ExpectedDividendYield			~~Expected Life~~ ExpectedLife(in years)
At issuance		114.03	%		1.79	%		0	%		6.45
Issuance on January 12, 2016		114.03	%		1.79	%		0	%		6.45
Issuance on January 8, 2017		177.06	%		1.89	%		0	%		5.00

Note 8 – Equity Incentive Awards

Stock Compensation Plans

In November 2008, the ~~Board~~Company’s board of directors adopted the 2008 Restricted Stock Plan, as amended (the "“2008 Plan"”). The 2008 Plan provided for the issuance of restricted common shares ("“options"”).

Under the 2008 Plan, the Company determined various terms and conditions of awards including option expiration dates (no more than ten years from the date of grant), vesting terms (generally over a four-year period), exercise price, and payment terms.

Certain of the Company'’s option grants included a right to repurchase a terminated individual'’s options at a repurchase price equal to the lower of the exercise price or the fair value of the restricted common stock at the termination date, during the eighteen (18) months following the termination of an individual'’s service with the Company, for any reason.

Upon closing of the Contribution, (discussed ~~above)~~in Note 1, the Board adopted, and the stockholders approved, the 2014 Equity Incentive Plan (the "“2014 Plan"”) which provides for the issuance of equity awards of up to 307,693 shares of Common Stock to officers, key employees, consultants and directors. Upon effectiveness of the Contribution, 500,000 options outstanding under the 2008 Plan were exchanged for an aggregate of (i) approximately 102,681 non-statutory stock options to purchase shares of the Company'’s Common Stock at an average exercise price of approximately $2.86 per share, and (ii) approximately 24,335 restricted stock awards (of which approximately 17,068 were fully vested and represented approximately 17,068 issued and outstanding shares of the Company'’s Common Stock).

On September 25, 2015, the ~~Board~~Company’s board of directors adopted the 2015 Equity Incentive Plan (the "“2015 Plan"”) to provide the Company with flexibility in its ability to motivate, attract, and retain the services of members of the ~~Board~~board of directors, key employees and consultants. The 2015 Plan provides for the issuance of equity awards of up to 307,693 shares of Common Stock. The 2015 Plan was amended on September 23, 2016 to make certain clarifications with respect to the grant of incentive stock options under the 2015 Plan.

~~F-12~~16 Table ofOf Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

Stock Options

Option activity during the nine months ended September 30, ~~2016~~2017 was as follows:

	Options Outstanding
	Outstanding Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term
Balance as of January 1, 2016		310,558		$	8.64		7.9
Balance as of January 1, 2017		269,107		$	7.32		0.0
Granted		~~124,160~~-		$	~~3.98~~-
Cancelled/Forfeited		~~(165,611~~-	)	$	~~7.32~~-
Exercised		-		$	-
Balance as of September 30, 2016		269,107		$	7.32		0.0
Balance as of September 30, 2017		269,107		$	7.32		0.0
Exercisable September 30, 2016		269,107		$	7.32
Exercisable September 30, 2017		269,107		$	7.32

Valuation of Awards

Under ASC 718, the weighted average grant date fair value of options granted was $3.79 for options granted for the nine months ended September 30, 2016. The per-share fair value of each stock option was determined on the date of grant using the Black-Scholes model using the following weighted average assumptions:

	Nine Months Ended September 30, 2016
Exercise Price	$	2.75
Expected life (years)		6.00
Risk-free interest rate		1.01	%
Expected volatility		165.85	%
Expected dividend yield		0	%

The expected life of options granted represents the weighted average period that the options are expected to remain outstanding. The Company determined the expected life assumption based on the Company's historical exercise behavior combined with estimates of the post-vesting holding period. Prior to May 2015, the expected volatility used in the valuation of the stock options was based on historical volatility of publicly traded peer companies due to the limited trading history of the Company's Common Stock. During the second quarter of 2015, the expected stock price volatility for the Company's stock options was based on the historical volatility since the date of the Company's 2014 PPO. The risk free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The Company currently has no history or expectation of paying cash dividends on its stock options.

Stock-based Compensation Expense

As of September 30, ~~2016~~2017, total compensation cost related to stock options granted, but not yet recognized, was $0 given that the Company laid off its entire workforce in August 2016. Upon termination, the Company’s option agreements do not provide for accelerated vesting of unvested options. However, vested options remain outstanding at the time of termination. Stock-based compensation expenses related to all employee and non-employee stock-based awards for the ~~nine~~three months ended September 30, ~~2016~~2017 and ~~2015~~2016 were $~~183,950~~0 and $~~166~~183,~~269~~950, respectively.

F-13 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

Restricted Stock Awards

The Company issued restricted stock awards with respect to 24,335 underlying shares under the 2008 Plan. The restricted stock awards vested over a term of four years with 25% per year. As of December 31, ~~2015~~2016 and September 30, ~~2016~~2017, 24,335 restricted common shares were outstanding but not yet issued under these awards. The Company is obligated to issue these awards upon request by the holder of the award. During each of the nine month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, the Company recorded stock based compensation of $0 ~~and $820, respectively~~. As of September 30, ~~2016~~2017, there was no unrecognized stock based compensation expense related to restricted stock awards granted.

Note 9 - Commitments and Contingencies

Data License and Service Agreement with Rovi

On July 1, 2014 the Company entered into a data license and service agreement (the “Data License and Services Agreement”) with Rovi Data Solutions, Inc. and Veveo, Inc. (collectively, “Rovi”), acquiring the limited, non-exclusive, non- transferable right to use, display, communicate, reproduce and transmit data owned or controlled by Rovi. On September 8, 2014 and September 18, 2014 a first amendment and second amendment to the Data License and Service Agreement, respectively, were executed which expanded the original license to include custom development of search and voice capabilities. The Data License and Service Agreement remains in effect through and including March 14, 2017. The Company ~~has~~had the option to extend the term of this agreement for additional one-year periods.

~~During~~17 ~~the~~Table ~~term~~Of of the Data License Agreement and as consideration for the grant of rights and license of Rovi’s data, the Company agreed to pay Rovi a monthly minimum charge during the development period which is the period where data will be used for internal, non-public, non-commercial uses. In addition, the Company has agreed to pay a minimum per month during the first initial term, subsequent to launch date until March 14, 2016. For each subsequent term, consideration paid will depend on the number of subscribers to CUR Music. Contents

As of September 27, 2016, our Data License and Services Agreement with Rovi terminated as a result of our failure to pay Rovi past due balances for the services they provided under the Agreement.

As of September 30, 2016, the Company has paid Rovi $44,701.

Zuora

On July 31, 2014, the Company entered into a limited license agreement (the “Master Subscription Agreement”) with Zuora, Inc. (“Zuora”) that provides the Company with a non-exclusive, non-transferable worldwide limited license to use Zuora’s online integrated subscription management, billing, and data analysis services. The initial order form covered the implementation and development period ending October 31, 2014. In addition, the Company has agreed to an initial 36-month service term, subsequent to implementation.

On October 12, 2016, CÜR Media received a notice of default from Zuora confirming that the Company is in default under the Master Subscription Agreement with Zuora as a result of the Company’s failure to pay Zuora past due balances for the services they provided under the Master Subscription Agreement. The Company intends to cure the default once it is adequately funded.

As of September 30, 2016, the Company has paid Zuora $29,038.

F-14 Table of Contents

CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

~~MediaNet~~During ~~Digital~~the term of the Data License Agreement and as consideration for the grant of rights and license of Rovi’s data, ~~Inc~~the Company agreed to pay Rovi a monthly minimum charge during the development period, which is the period where data will be used for internal, non-public, non-commercial uses. The Company agreed to pay a minimum per month during the first initial term, subsequent to launch date until March 14, 2016. For each subsequent term, consideration paid was dependent on the number of subscribers to CÜR Music.

OnAs ~~November~~of 10September 27, ~~2014~~2016, the Company’s ~~entered~~Data ~~into~~License aand ~~Distribution~~Services Agreement ~~(the “MediaNet Agreement”)~~ with ~~MediaNet~~Rovi ~~Digital,~~terminated ~~Inc.~~as ~~(“MediaNet”) which provides the Company with~~ a ~~catalog~~result of ~~sound recordings and metadata which enables and provides for~~ the ~~delivery~~Company’s offailure ~~sound recordings~~ to ~~end~~pay ~~users~~Rovi ofpast ~~CUR~~due ~~Music.~~balances ~~The agreement remains in effect~~ for ~~a period of three years following~~ the ~~effective~~services ~~date~~provided ofunder ~~November 7, 2014. The agreement will automatically renew for successive one-year terms unless terminated by MediaNet or~~ the ~~Company~~Agreement.

~~Pursuant~~As toof ~~the~~September ~~agreement~~30, ~~the Company is required to pay a set-up fee. In addition~~2017, the Company ~~will~~has ~~pay~~accrued afor ~~monthly~~balances ~~technology licensing fee during the initial term~~due, ahowever ~~monthly~~has ~~usage~~not ~~fee~~made ~~and will pay for~~ any ~~additional~~payments ~~professional~~to ~~services and technical assistance or customization~~Rovi.

AsMaster ofSubscription ~~September~~Agreement ~~30,~~with ~~2016,~~Zuora ~~the Company has paid MediaNet $35,826.~~

On July 31, 2014, the Company entered into a limited license agreement (the “Master Subscription Agreement”) with Zuora, Inc. (“Zuora”) that provided the Company with a non-exclusive, non-transferable worldwide limited license to use Zuora’s online integrated subscription management, billing, and data analysis services. The initial order form covered the implementation and development period ending October 31, 2014. In addition, the Company agreed to an initial 36-month service term, subsequent to implementation.

On October 12, 2016, CÜR Media received a notice of default from Zuora confirming that the Company was in default under the Master Subscription Agreement with Zuora as a result of the Company’s failure to pay Zuora past due balances for the services they provided under the Master Subscription Agreement.

As of September 30, 2017, the Company has accrued for balances due, however has not made any payments to Zuora.

Distribution Agreement with MediaNet

On November 10, 2014, the Company entered into a Distribution Agreement (the “MediaNet Agreement”) with MediaNet Digital, Inc. (“MediaNet”) which provided the Company with a catalog of sound recordings and metadata that enabled and provided for the delivery of sound recordings to end users of CÜR Music. The agreement remains in effect for a period of three years following the effective date of November 7, 2014. The agreement automatically renews for successive one-year terms unless terminated by MediaNet or the Company.

Pursuant to the agreement, the Company was required to pay a set-up fee. In addition, the Company was required to pay a monthly technology licensing fee during the initial term, a monthly usage fee and pay for any additional professional services and technical assistance or customization. To date, the Company has not received a notice of default from MediaNet.

As of September 30, 2017, the Company has not made any payments to MediaNet however, has accrued for balances due.

Content Licenses

The Company ~~has~~ entered into agreements with certain music labels (“Music Label Agreements”), pursuant to which the Company ~~has~~was ~~been~~ provided limited, non-exclusive licenses to digitally distribute certain sound recordings and related materials owned or controlled by the music labels (“Music Labels”) in connection with ~~CUR~~CÜR Music. The Company ~~has~~had also entered into agreements with certain music publishing companies (“Publishing Agreements”), pursuant to which the Company ~~has~~was ~~been~~ provided the non-exclusive right and license to use certain musical works owned, controlled and/or administered by the music publishers (“Music Publishers”) in connection with CÜR Music, within the United States and its territories, commonwealths, and possessions. The Music Label Agreements and Publishing Agreements may be collectively referred to herein as the "“Content Agreements,"” and the Music Labels and Music Publishers may be collectively referred to herein as the "“Content Providers~~," and the Label Materials and Publisher Materials may be collectively referred to herein as the "Licensed Materials~~."”

Pursuant to the Content Agreements, the Company is required to pay certain minimum content fees over the term of the Content Agreements as follows: $14,000,000 in the first year of the agreements, of which approximately $8,000,000 was due on January 31, 2016, $25,500,000 in the second year of the agreements, and $18~~,500,000~~ inTable ~~the~~Of third year of the agreements. The Company was not able to make the initial payments due on January 31, 2016. Each of the applicable Content Agreements provides that, upon the Company's failure to make the required initial payment, the applicable Content Provider will provide the Company with written notice, and an opportunity to cure. The cure periods in the Content Agreements range from 10 to 30 days. Contents

OnCÜR ~~September 20~~MEDIA, 2016, the Company received notice from Sony Music Entertainment ("SME") confirming that our Framework Distribution Agreement with SME, as amended (the "Sony Agreement"), automatically terminated effective June 14, 2016 as a result of the Company’s failure to pay SME the advance due pursuant to the Sony Agreement on that dateINC.

OnNotes September 20, 2016, the Company received notice from UMG Recordings, Inc. ("UMG") confirming that its Audio Streaming and Conditional Download Agreement with UMG (the "UMG Agreement") automatically terminated effective September 20, 2016 as a result of the Company’s failure to ~~pay~~Condensed ~~UMG~~Consolidated ~~the~~Financial ~~advance due pursuant to the UMG Agreement on that date.~~Statements

~~The~~For ~~Company is in default of its Subscription Streaming and Enhanced Radio Services Agreement (~~the ~~“Warner~~Nine ~~Agreement”)~~Months ~~with~~Ended ~~Warner~~September ~~Music~~30, ~~Inc.~~2017 ~~(“Warner”)~~and ~~as a result of the Company’s failure to pay Warner the advance due pursuant to the Warner Agreement on that date.~~2016

(Unaudited)

The Company was not able to make the initial payments when due on January 31, 2016. As a result, the Company’s Music Label Agreements with Sony Music Entertainment (“SME”) and UMG Recordings, Inc. (“UMG”) were terminated as a result of the Company’s failure to pay SME and UMG the advances due pursuant to such agreements, respectively. The Company also defaulted on its Music Label Agreement with Warner Music, Inc. (“WMG”) as a result of the Company’s failure to pay WMG the advance due pursuant to such agreement. WMG did not initiate termination of their agreement.

Prior to the Initial Closing of the Preferred Stock Unit Offering, and as a condition thereto, Holdings renegotiated the content licensing agreements (“New Music Label Agreements”). Upon consummation of the Initial Closing of the Preferred Stock Unit Offering, Holdings paid Label Advances due to the Music Labels pursuant to the New Music Label Agreements in the aggregate amount of $2,500,000. The Company joined one of the New Music Label Agreements, while the other New Music Label Agreements provide Holdings with the right to sublicense its rights under such agreement to the Company. The New Music Label Agreements enable the Company to digitally distribute sound recordings and related materials owned or controlled by the Music Labels in connection with the Company’s Internet music service, CÜR Music. The New Music Label Agreements released the Company of prior obligations under the original Music Label Agreements. At the current time, the Company does not have a contract with Holdings that requires payment for sublicenses and access to the sound recordings and related materials.

The Company and Holdings are required to pay certain minimum content fees over the term of the Content Agreements with Content Providers as follows: $15,100,000 in the first year of the agreements, $24,500,000 in the second year of the agreements, and $18,400,000 in the third year of the agreements.

Minimum payments related to the previously described contracts is summarized as follows:

Nine Months Ended September 30,	Total
2017		298,~~830~~000,~~364~~000	*
2018		2420,~~239~~037,~~591~~500	*
2019		416,~~500~~650,000	*

~~____________~~_______________

*	Additional contract terms include per subscriber, stream or percentage of revenue charges.

~~F-15~~Note ~~Table~~10 of– ~~Contents~~Legal Proceedings

The Company defaulted under its Master Multiple Services Agreement (the “Digitas Agreement”) with Digitas, Inc., a Massachusetts corporation (“Digitas”), as a result of the Company’s failure to pay Digitas past due balances for the services Digitas provided under the Digitas Agreement. Digitas filed a claim against the Company for damages in the aggregate amount of $650,000 (the “Claimed Amount”), together with pre-judgment interest, post-judgment interest, costs, and attorneys’ fees. As discussed in Note 11, a settlement agreement and mutual lease was entered into on November 15, 2017.

Certain of the Company’s former employees filed outstanding claims against the Company for payment of unpaid wages totaling $50,000, which are accrued and remain outstanding. The Company has agreed to settlements on other employee claims totaling $237,343, which also are accrued and remain outstanding.

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

(Unaudited)

~~Note~~Cybercoders, 10Inc. -(“Cybercoders”), ~~Subsequent~~a ~~Events~~recruiter used in connection with certain employee placements, has filed a claim against the Company for failure to pay Cybercoders past due balances for the services they provided. The Company and Cybercoders have agreed to a settlement amount of $5,000.

~~Default:~~24G, ~~12%~~LLC ~~Senior~~(“24G”), ~~Secured~~a ~~Convertible~~consultant ~~Promissory~~that ~~Notes~~provided us with marketing services, has filed a claim against the Company for failure to pay 24G past due balances in the amount of $71,898 for the services they provided. The Company and 24G have agreed to a settlement amount of $5,000 in November 2017.

OnA ~~October~~consultant ~~12,~~that ~~2016,~~provided ~~October 15, 2016, November 26, 2016, December 7, 2016, December 20, 2016 and January 20, 2017,~~ the ~~principal and any accrued and unpaid interest on the~~ Company’s ~~outstanding~~with ~~Secured~~software ~~Notes~~development ~~in the principal amount of $2~~services,~~515,000~~ ~~became~~has ~~due~~filed ~~and~~a ~~payable.~~claim ~~The~~against ~~Company was unable to repay~~ the ~~noteholders at that time. Pursuant to the terms of the Secured Notes, the~~ Company’s for failure to pay ~~any~~past ~~principal or interest within 5 days of the date such payment is~~ due ~~will~~balances ~~constitute~~for anservices ~~event of default~~provided. ~~Following~~A ~~the~~judgement ~~occurrence~~was ofentered anand ~~event~~recorded ofin ~~default, among other things,~~ the ~~interest~~Circuit ~~rate~~Court onfor ~~the~~Montgomery ~~Secured~~County, ~~Notes~~Maryland ~~will~~for ~~increase to 15%. In addition to other remedies available to the noteholders~~$60,000, ~~the~~which ~~Company’s~~was ~~obligation~~accrued ~~to repay amounts due under the Secured Notes is secured~~ by ~~a first priority security interest in and lien on all of~~ the Company~~’s assets and property, including the Company’s intellectual property~~. ~~The security interest is held pari passu with the holders of the Company’s Additional Secured Notes.~~

An attorney for iTexico LLC (“iTexico”), a software developer the Company used, has contacted the Company in an effort to collect $53,750 of past due balances iTexico claims it is owed for the services they provided. The Company reached a settlement of $9,000 with iTexico in November 2017.

We are currently not aware of any other pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

Note 11 – Related Parties

The Company and Holdings are considered to be related parties based on several factors, including common control. Please reference Notes 1, 4, 9 and 12 for details the nature of the relationship and transactions between the companies.

Note 12 - Subsequent Events

SEC Wells Notice

On July 19, 2017, the Company received a “Wells Notice” from the staff (the “Staff”) of the SEC. The Wells Notice provides notification to the Company that the Staff has made a preliminary determination to recommend that the SEC institute administrative proceedings against the Company (“Administrative Proceedings”) pursuant to Sections 12(j) and 12(k) of the Exchange Act, based solely upon the Company’s failure to comply with its reporting obligations under Section 13(a) of the Exchange Act. Sections 12(j) grants the SEC the right, after notice and opportunity for a hearing, to revoke the registration of a security. Section 12(k) grants the SEC the right to suspend trading in a security.

In accordance with SEC rules, on August 25, 2017, the Company made a written submission to the SEC in response to the Wells Notice, in which, among other things, it conveyed the Company’s present intention to file the delinquent reports and become current with its SEC filing requirements and, as such, set forth the reasons why the proposed enforcement action should not be filed. While no assurances can be made, the Company believes that, as a result of making these filings, the SEC will have no further reason to institute the proposed Administrative Proceedings, or, if instituted, to continue such proceedings. However, there can be no assurance that the SEC will not bring an enforcement action against the Company, which could result in a trading suspension of the Company’s Common Stock and the de-registration of the Company’s securities under the Exchange Act. The Administrative Proceedings, if instituted, will be held before an administrative law judge.

The Company has already filed three of the delinquent reports for fiscal year ending December 31, 2016. With this filing, the Company will have filed all remaining delinquent reports.

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Vendor Defaults

The Company isentered ininto ~~default~~the ~~under~~Master ~~its~~Subscription ~~MediaNet~~ Agreement with ~~MediaNet~~Zuora ason aJuly ~~result~~31, of2014. Pursuant to the Master Subscription Agreement with Zuora, the Company’s ~~failure~~planned to ~~pay~~use ~~MediaNet~~Zuora’s ~~past~~technology ~~due~~platform ~~balances~~to ~~for~~administer the ~~services~~subscription ~~they~~process ~~provided~~related ~~under~~to ~~the~~credit ~~MediaNet~~card ~~Agreement~~billing and collection.. ToOn ~~date~~October 12, 2016, the Company ~~has not~~ received a notice of default from ~~MediaNet.~~Zuora, ~~The~~confirming that the Company ~~intends~~was in default under its Master Subscription Agreement with Zuora as a result of its failure to ~~cure~~pay Zuora past due balances for the ~~default~~services ~~once~~they itprovided isunder ~~adequately~~the ~~funded~~Master Subscription Agreement.

OnThe ~~October 12, 2016, the~~ Company ~~received~~is aalso ~~notice~~in of default ~~from~~under ~~Zuora,~~its ~~confirming~~Sponsorship ~~that~~Agreement (the ~~Company~~“Live isNation inAgreement”) ~~default~~with ~~under~~Live ~~its~~Nation ~~Master~~Marketing, ~~Subscription~~Inc. ~~Agreement~~(“Live ~~with~~Nation”) ~~Zuora~~ as a result of ~~its~~the Company’s failure to pay ~~Zuora~~Live Nation past due balances for the services they provided under the ~~Master~~Live ~~Subscription~~Nation Agreement. OnTo ~~July 31~~date, ~~2017,~~ the Company ~~and~~has ~~Zuora~~not ~~signed~~received a ~~new~~notice ~~order form (“New Order Form”) under the Master Subscription Agreement, providing for the full settlement and release~~ of ~~the~~default ~~parties~~ from ~~all~~Live ~~obligations under the old order form, dated July 31, 2014, in consideration for entering into the New Order Form~~Nation. ~~Pursuant to the New Order Form, the Company will pay Zuora $150,000 for the first year of the three-year agreement for Zuora to provide subscription services to the Company.~~

~~The~~As ~~Company~~of isthe indate ~~default~~of ~~under~~this ~~its~~report, ~~Sponsorship Agreement (~~the ~~"Live~~Company ~~Nation~~is ~~Agreement")~~in ~~with~~default ~~Live~~of ~~Nation~~all ~~Marketing,~~of ~~Inc.~~our ~~("Live~~vendor ~~Nation")~~agreements as a result of ~~the Company’s~~ failure to ~~pay~~make ~~Live Nation past due balances for~~ the ~~services~~required ~~they provided under the Live Nation Agreement~~payments. ~~To date, the Company has not received a notice of default from Live Nation. The Company intends to cure the default once it is adequately funded.~~

AsSix-Month ofLine ~~this date, the Company is in default~~ of ~~all~~Credit ofPromissory ~~our vendor agreements as a result of not making the required payments.~~Note

~~The~~On ~~Company~~July is6, ~~actively~~2017, ~~seeking~~the ~~sources~~Company ofentered ~~equity~~into orthe ~~debt~~Line ~~financing~~of inCredit ~~order~~Note towith ~~support~~CÜR ~~its~~Holdings, ~~operations~~LLC. IfThe ~~the~~Line ~~Company~~of isCredit ~~able~~Note tohas ~~secure~~a ~~adequate~~principal ~~financing~~balance of $685,000, ~~the~~and ~~Company~~a ~~intends~~stated tomaturity ~~attempt~~date toof ~~negotiate~~December ~~certain~~6, ~~amendments~~2017. toThe principal on the ~~Secured~~Line ~~Notes~~of ~~with~~Credit ~~the~~Note ~~noteholders~~does not bear interest. ~~However,~~The ifLine ~~adequate~~of ~~funds~~Credit ~~are~~Note is not ~~available~~convertible. toThe ~~the~~Line ~~Company~~of onCredit ~~acceptable~~Note ~~terms,~~ranks orjunior atto ~~all,~~ the Company’s ~~will~~existing beSecured ~~unable~~Notes to(as ~~restart~~defined ~~operations~~below).

F-In connection with the Initial Closing (as defined below) of the Preferred Stock Unit Offering (as defined in Note 12 below), the Line of Credit Note was assigned and transferred to Holdings as of November 16, ~~Table~~2017 in exchange for 194,175 Unit Shares of ~~Contents~~Holdings and Unit Warrants to purchase 1,263,827 shares of common stock of Holdings issued to CUR Holdings, LLC. As a result, Holdings became the payee under the Line of Credit Note. Upon completion of the transaction, CUR Media is now required to pay Holdings.

Settlement Agreement and Mutual Release

As previously reported, the Company defaulted under its Digitas Agreement with Digitas, as a result of the Company’s failure to pay Digitas past due balances for the services Digitas provided under the Digitas Agreement. Digitas filed a claim against the Company for damages in the aggregate amount of $650,000 (the “Claimed Amount”), together with pre-judgment interest, post-judgment interest, costs, and attorneys’ fees. On November 15, 2017, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Digitas, pursuant to which the Company agreed to pay Digitas an aggregate of $400,000, in full settlement of any and all claims arising from or relating to amounts due under the Master Multiple Services Agreement (the “Claims”). Digitas agreed to release the Company from any further Claims, subject only to the Company meeting its payment obligations under the Settlement Agreement and the Digitas Note (as defined below).

Simultaneously with the execution of the Settlement Agreement, the Company issued a Promissory Note to Digitas (the “Digitas Note”) in the principal amount of $400,000. Pursuant to the Digitas Note, the Company is required to pay Digitas (a) $100,000 on or before November 17, 2017 (the “First Payment”), $100,000 on the eight (8) month anniversary of the First Payment, and (c) $200,000.00 on the one (1) year anniversary of the First Payment. If the Company defaults on its payment obligations under the Digitas Note, after notice and failure to cure, Digitas may file a Consent Judgment for the full Claimed Amount, less payments already made, if any, together with post-judgment interest and reasonable attorneys’ fees and costs incurred by Digitas for purposes of collection.

At the effective time of the Initial Closing of the Preferred Stock Unit Offering (as defined in Note 12 below), the Company made the First Payment of $100,000 to Digitas.

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Transactions and Proposed Additional Transactions with Holdings

On November 16, 2017, Holdings consummated an initial closing (the “Initial Closing”) of its private placement offering (the “Preferred Stock Unit Offering”), to certain “accredited investors” (each, a “Unit Purchaser” and, collectively, the “Unit Purchasers”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder, of a minimum of $6,000,000 (the “Minimum Amount”) of units of securities of Holdings (each, a “Preferred Stock Unit” and, collectively, the “Preferred Stock Units”), at a purchase price of $5.15 per Preferred Stock Unit (other than with respect to the assignment and transfer to Holdings of the Line of Credit Note, as further described below), with each Preferred Stock Unit consisting of (a) one (1) share of Series A convertible preferred stock of Holdings (each, a “Unit Share” and collectively, the “Unit Shares”), and (b) a 5-year warrant (each, a “Unit Warrant” and collectively, the “Unit Warrants”) to purchase 6.5087 shares of common stock of Holdings, at an exercise price of $1.00 per each full share.

The net proceeds from the Preferred Stock Unit Offering (as defined below) and $2.5 Million Note Offering (as defined below) (together, the “Offerings”), in the aggregate amount of $6,932,288 (after deducting fees and expenses related to the Offerings in the aggregate amount of $722,074 (including placement agent fees, legal fees and expenses and fees payable to the escrow agent)) are to be used to pay the required Label Advances (as defined below) to the Music Labels (as defined below) sufficient to allow Holdings and/or the Company to proceed with soliciting subscriptions for CÜR Music, the Company’s Internet music service, and to extend the Post-Closing Line of Credit Note to the Company, for up to the full amount of the aggregate net proceeds from the Offerings (1) to enable the Company to pay outstanding accounts payable, employee deferred compensation, and monthly payments due by the Company under the New Note (as defined below), and (2) for working capital and general corporate purposes. Management also feels it can enter into structured settlements with vendors and streaming services. The process for requesting and approving drawdowns and the terms and associated interest on the Post-Closing Line of Credit Note is to be determined, and will be reflected in the definitive documentation for the transaction.

In connection with the Initial Closing of the Preferred Stock Unit Offering, Holdings issued 1,195,033 Preferred Stock Units to the Unit Purchasers, consisting of 1,195,033 Unit Shares and 7,778,119 Unit Warrants, in consideration for (a) gross proceeds of $5,154,361 from the Preferred Stock Unit Offering..

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

In connection with the Initial Closing of the Preferred Stock Unit Offering, a placement agent (the “Placement Agent”) received a cash commission of $115,436, and warrants (“Placement Agent Warrants”) to purchase (a) 22,415 shares of Series A Preferred Stock of Holdings, with a term of five (5) years and an exercise price of $5.15 per share, and (b) 145,893 shares of common stock of Holdings, with a term of five (5) years and an exercise price of $1.00 per share.

Simultaneously with the closing of the Preferred Stock Unit Offering, Holdings consummated a private placement offering (the “$2.5 Million Note Offering”), to one “accredited investor” (the “New Note Purchaser”), intended to be exempt from registration under the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder, of (a) a 12% senior secured promissory note of Holdings, in the principal amount of $2,500,000 (the “New Note”), with a term of twelve (12) months, at a purchase price of 100% of the face value amount of the New Note, and (b) 10-year warrants (the “New Note Warrants”) to purchase 1,000,000 shares of common stock of Holdings, at an exercise price per share of $0.0001.

In connection with the closing of the $2.5 Million Note Offering, the Placement Agent received a cash commission of $250,000, and warrants (“Additional Placement Agent Warrants”) to purchase 383,800 shares of common stock of Holdings, with a term of five (5) years and an exercise price per Preferred Stock Unit of $0.0001.

In addition, simultaneously with the Initial Closing of the Preferred Stock Unit Offering, the Secured Noteholders of all of the Company’s existing Secured Notes in the aggregate principal amount of $2,515,000, with accrued and unpaid interest in the aggregate of $561,203, assigned, conveyed, transferred to Holdings all of the Secured Noteholders’ right, title, interest and obligations in, to and under the Secured Notes, and all claims, suits, causes of action and any other rights thereunder, in exchange for units (each, a “Secured Note Conversion Unit” and, collectively, the “Secured Note Conversion Units”) of securities of Holdings, at an exchange rate of $2.00 of principal and interest due under the Secured Notes per unit, in an transaction intended to be exempt from registration under the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder (the “Secured Note Assignment Transaction”). Each Secured Note Conversion Unit consisted of (a) one (1) share of common stock of Holdings (each, a “Secured Note Conversion Share” and, collectively, the “Secured Note Conversion Shares”), and (b) a 5-year warrant (each, a “Secured Note Conversion Warrant” and, collectively, the “Secured Note Conversion Warrants”) to purchase one (1) share of common stock of Holdings for every share of common stock of Holdings received upon exchange, at an exercise price per share equal to $1.00. Upon completion of the transaction, CUR Media will be required to pay Holdings.

The Assignment Transaction did not alter the obligation of the Company under the original Secured Notes.

In connection with the Secured Note Assignment Transaction, (a) Holdings issued 1,538,102 Units, consisting of 1,538,102 Secured Note Conversion Shares, and 1,538,102 Secured Note Conversion Warrants, and (b) Holdings became the sole payee under the Secured Notes.

In connection with the Secured Note Assignment Transaction, the Placement Agent, received warrants (“Third Placement Agent Warrants”) to purchase (a) 86,377 shares of common stock of Holdings, with a term of five (5) years and an exercise price of $2.00 per share, and (b) 86,377 shares of common stock of Holdings, with a term of five (5) years and an exercise price of $1.00 per share.

Prior to the Initial Closing of the Preferred Stock Unit Offering, and as a condition thereto, Holdings entered directly into content licensing agreements (“New Music Label Agreements”) with the three major music labels (the “Music Labels”). Upon consummation of the Initial Closing of the Preferred Stock Unit Offering, Holdings paid Label Advances due to the Music Labels pursuant to the New Music Label Agreements in the aggregate amount of $2,500,000. In addition, Holdings issued the Music Labels warrants to purchase an aggregate of 1,750,000 shares of common stock of Holdings, at an exercise price of $1.00 per share.

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

The Company joined one of the New Music Label Agreements, while the other two New Music Label Agreements provide Holdings with the right to sublicense its rights under such agreement to the Company. The New Music Label Agreements enable the Company to digitally distribute sound recordings and related materials owned or controlled by the Music Labels in connection with the Company’s Internet music service, CÜR Music.

On November 16, 2017, the board of directors of Holdings increased the number of members constituting the board of directors from one (1) to three (3). The board of directors of Holdings then appointed Thomas Brophy, the Company’s President, Chief Executive Officer, Interim Chief Financial Officer and Treasurer, and a member of the Company’s board of directors, and Edward P. Swyer, a member of the board of directors of the Company, as members of the board of directors of Holdings, to fill the two vacancies resulting from the increase to the number of seats on the board of directors, to serve until their successors shall be duly appointed, unless they resign, are removed from office, or are otherwise disqualified from serving as directors for Holdings. As a result of the increase and parties nominated to the respective boards, the two companies have a common board of directors.

Immediately following the Initial Closing of the Preferred Stock Unit Offering, Holdings issued one (1) share of its Series B voting preferred stock (“Series B Preferred Stock”) to William F. Duker, the President and Treasurer of Holdings, and a member of the board of directors of Holdings. Pursuant to the Certificate of Designation of Series B Voting Preferred stock of Holdings (the Series B Certificate of Designation”), Mr. Duker, the holder of the Series B Preferred Stock, has the right (a) to elect the number of Directors on the board of directors of Holdings constituting the majority, and (b) to approve any merger (including the Merger), asset sale (including the Asset Transfer), or other fundamental transaction to be effected by Holdings.

As mentioned above, if the Company receives SEC Clearance (or, at the discretion of the board of directors of the Company and Holdings, as described above), Holdings will consummate the Merger. The Company and Holdings anticipate that the Merger, if consummated, will qualify as a tax-free reorganization under the U.S. Internal Revenue Code.

The Company and Holdings anticipate that, if the Merger is consummated:

	·	the stockholders of Holdings will receive, in exchange for all of their issued and outstanding shares of capital stock of Holdings (including all issued and outstanding shares of preferred stock of Holdings), shares of the Company’s capital stock (including shares of preferred stock of the Company), at an exchange rate of 1-for-1, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	outstanding warrants to purchase shares of common stock of Holdings will be exchanged for warrants to purchase shares of the Company’s Common Stock, at the same ratio at which shares of outstanding capital stock of Holdings are exchanged for shares of the Company’s capital stock, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	the principal and any accrued and unpaid interest due under the Company’s existing Unsecured Notes will convert into units of the Company’s securities, at a conversion price of $2.00 of principal and interest due under said note per unit, each consisting of (a) one (1) share of the Company’s Common Stock, and (b) a 5-year warrant to purchase one (1) share of the Company’s Common Stock for every share of the Company’s Common Stock received upon conversion, at an exercise price equal to $1.00 per share;

	·	the Standard Holdings Note will be assigned and transferred to the Company, and the Company will become the payee under such note;

	·	the Line of Credit Note, the Secured Notes, and the Post-Closing Line of Credit Note will be forgiven and canceled by Holdings;

	·	the Company will assume the obligations under the $2,500,000 New Note; and

	·	the Company will assume the New Music Label Agreements with the Music Labels, if possible

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CÜR MEDIA, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

As mentioned above, if there is an SEC Revocation of the Company’s Common Stock under the Exchange Act (or, at the discretion of the board of directors of the Company and Holdings, as described above), the Company and Holdings will consummate the Asset Transfer.

The Company and Holdings anticipate that, if the Asset Transfer is consummated:

	·	the Company’s stockholders will receive, in exchange for all of the assets and liabilities constituting the Company’s Music Streaming Business, shares of capital stock of Holdings, at an exchange rate of 1-for-1 of equivalent classes of preferred stock and Common Stock, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	outstanding warrants and stock options to purchase shares of the Company’s Common Stock will be exchanged for warrants and stock options to purchase shares of common stock of Holdings, at the same ratio at which shares of the Company’s outstanding capital stock are exchanged for shares of capital stock of Holdings, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	if necessary, the board of directors of Holdings will adopt an Equity Incentive Plan (the “EIP”) with such number of shares available under the EIP that equals 15% of the fully diluted capitalization of Holdings after giving effect to the Asset Transfer, covering outstanding stock options to purchase shares of the Company’s Common Stock, and for the future issuance, at the discretion of the board of directors of Holdings, of incentive awards to officers, key employees, consultants and directors;

	·	the principal and any accrued and unpaid interest due under the Company’s existing Unsecured Notes will convert into units of securities of Holdings, at a conversion price of $2.00 per unit, each unit consisting of (a) one (1) share of common stock of Holdings, and (b) a 5-year warrant to purchase one (1) share of common stock of Holdings for every share of common stock of Holdings received upon conversion, at an exercise price equal to $1.00 per share;

	·	the Standard Holdings Note will remain payable to Holdings;

	·	the Line of Credit Note, the Secured Notes, and the Post-Closing Line of Credit Note will be forgiven and canceled by Holdings as partial consideration for the transfer to Holdings of the assets and liabilities constituting the Company’s Music Streaming Business;

	·	Holdings will remain responsible for the obligations under the $2,500,000 New Note; and

	·	sublicenses under the relevant New Music Label Agreements with the Music Labels will terminate

Simultaneously with the closing of the Offerings, shareholders representing at least fifty-one percent (51%) of the voting capital stock of each of the Company and Holdings, and of the Unit Purchasers in the Preferred Stock Unit Offering and Secured Noteholders in the Secured Note Assignment transaction, entered into voting agreements, pursuant to which they agreed to vote in favor of the Combination transaction, as applicable.

In the event the Merger is consummated, the Company agreed that promptly, but no later than 120 calendar days from the consummation of the Merger, the Company will file a registration statement (on Form S-1, or similar form) with the SEC (the “Registration Statement”) covering (a) the shares of common stock underlying the Unit Shares and Unit Warrants issued in connection with the Preferred Stock Unit Offering, (b) the shares of common stock underlying New Note Warrants issued in connection with the $2.5 Million Note Offering, (c) the shares of common stock underlying the Placement Agent Warrants and the Additional Placement Agent Warrants, and (d) the Secured Note Conversion Shares and the shares of common stock underlying the Secured Note Conversion Warrants issued in connection with the Secured Note Assignment Transaction (the “Registrable Securities”). The Company will use its commercially reasonable efforts to ensure that the Registration Statement is declared effective by the SEC within 210 days of filing with the SEC. Any cutback resulting from the removal of any of the Registrable Securities from the Registration Statement in response to a comment from the Staff of the SEC limiting the number of shares of common stock which may be included in the Registration Statement, shall be allocated on a pro rata basis, based on the total number of such shares held by or issuable to each holder. The Company will keep the Registration Statement “evergreen” for at least one (1) year from the date it is declared effective by the SEC, or for such shorter period ending on the sale of all Registrable Shares thereunder.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following management’s discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in our Annual Report, as updated in subsequent filings we have made with the SEC that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Basis of Presentation

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

As a result of the Contribution (as defined below) and the related change in our business and operations, a discussion of our past financial results is not pertinent, and under applicable accounting principles the historical financial results of CÜR Media, LLC (formerly Raditaz, LLC), the accounting acquirer, prior to the Contribution, are considered the historical financial results of the Company.

The audited financial statements for our fiscal year ended December 31, 2015, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

References in this section to “CÜR Media,” “we,” “us,” “our,” “the Company” and “our Company” refer to CÜR Media, Inc., and its consolidated subsidiary, CÜR Media, LLC.

5 Table of Contents

General Overview

We were incorporated in the State of Delaware as Duane Street Corp. on November 17, 2011. Our original business was manufacturing and marketing baby products. Prior to the Contribution (as defined below), our ~~Board~~board of directors determined to discontinue operations in this area and to seek a new business opportunity.

On26 ~~January~~Table ~~28,~~Of 2014, we consummated a contribution transaction with CÜR Media, LLC, a limited liability company organized in the State of Connecticut on February 15, 2008 (the “Contribution”), pursuant to a Contribution Agreement by and among the Company, CÜR Media, LLC, and the holders of a majority of CÜR Media, LLC's limited liability company membership interests (the "Contribution Agreement"). In connection with the Contribution, and in accordance with the terms and conditions of the Contribution Agreement, all outstanding securities of CÜR Media, LLC were exchanged for securities of ours. Contents

~~Prior~~On toJanuary ~~the~~28, ~~Contribution~~2014, we consummated a contribution transaction with CÜR Media, LLC's, ~~activities~~a ~~since~~limited ~~inception~~liability ~~had~~company ~~been~~organized ~~devoted~~in ~~primarily~~the toState ~~the~~of ~~development~~Connecticut ~~and~~on ~~commercialization~~February of15, ~~Raditaz~~2008 (the “Contribution”), apursuant ~~DMCA~~to ~~compliant~~a ~~internet~~Contribution ~~radio~~Agreement ~~product.~~by ~~Raditaz~~and ~~was~~among ~~launched~~the inCompany, ~~early~~CÜR ~~2012~~Media, LLC, and the ~~platform~~holders ~~was~~of ~~continually~~a ~~developed~~majority ~~and~~of ~~improved~~CÜR ~~through~~Media, ~~November~~LLC’s ~~2013~~limited ~~when~~liability ~~its~~company ~~iOS,~~membership ~~Android~~interests ~~and~~(the ~~web~~“Contribution ~~products~~Agreement”). ~~were~~In ~~removed~~connection ~~from~~with the ~~market~~Contribution, toand ~~allow~~in usaccordance towith ~~focus~~the onterms and conditions of the ~~further~~Contribution ~~development~~Agreement, ofall ~~our~~outstanding securities of CÜR ~~Music~~Media, ~~product~~LLC were exchanged for securities of ours.

Prior to the Contribution, CÜR Media, LLC’s activities since inception had been devoted primarily to the development and commercialization of Raditaz, a DMCA compliant internet radio product. Raditaz was launched in early 2012 and the platform was continually developed and improved through November 2013 when its iOS, Android and web products were removed from the market, to allow us to focus on the further development of our CÜR Music product.

The Raditaz music streaming platform and products were under development since 2010 and, prior to the 2014 PPO (as defined below), were financed primarily from angel investments in the aggregate amount of approximately $4,858,000, $150,000 of financing from a promissory note from CT Innovations, Incorporated, and a $100,000 promissory note and a $100,000 grant from the State of Connecticut Department of Economic Development.

As a result of the Contribution, CÜR Media, LLC became our wholly owned subsidiary, and we adopted the business of CÜR Media, LLC, which is to develop and commercialize a streaming music experience for listening on the web and mobile devices, as our sole line of business (the “Music Streaming Business”).

On January 31, 2014, we changed our name to CÜR Media, Inc., a name that more accurately represents our new business focus. In connection with the name change, we changed our OTC trading symbol to "“CURM."”

In addition, on January 31, 2014, we increased our number of authorized shares to 310,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

Further, on January 31, 2014, our ~~Board~~board of ~~Directors~~directors ~~(“Board”)~~ authorized a 1.26953123-for-1 forward split of our Common Stock, in the form of a dividend, pursuant to which each shareholder of our Common Stock as of the record date received 1.19260815 additional shares of Common Stock for each one share owned.

In a private placement financing we conducted with respect to which closings occurred on January 28, 2014, March 14, 2014 and March 28, 2014 (the "“2014 PPO"”), we sold an aggregate of 744,756 shares of our Common Stock, and warrants to purchase an aggregate of 744,756 shares of our Common Stock at an exercise price of $26.00 per share for a term of five (5) years ("“PPO Warrants"”), for gross proceeds of approximately $9,680,000 (before deducting placement agent fees and expenses of the 2014 PPO estimated at approximately $1,529,000).

The placement agent for the 2014 PPO and its sub-agent were paid an aggregate commission of approximately $968,000 and were issued warrants to purchase an aggregate of 74,483 shares of our Common Stock at an exercise price of $13.00 per share for a term of five (5) years ("“Broker Warrants"”).

On27 ~~April~~Table 6,Of 2015, we consummated an offer to amend and exercise the PPO Warrants (the "Offer to Amend and Exercise Warrants"). The PPO Warrants of holders who elected to participate in the Offer to Amend and Exercise Warrants were amended to, among other things, remove the price-based anti-dilution provisions contained therein and reduce the exercise price from $26.00 to $6.50 per share of Common Stock. Pursuant to the Offer to Amend and Exercise Warrants, an aggregate of 497,548 PPO Warrants were amended and exercised by their holders, for gross proceeds of approximately $3,234,000 (before deducting warrant agent fees and expenses of the Offer to Amend and Exercise estimated at approximately $417,000).Contents

On April 6, ~~Table~~2015, we consummated an offer to amend and exercise the PPO Warrants (the “Offer to Amend and Exercise Warrants”). The PPO Warrants of ~~Contents~~holders who elected to participate in the Offer to Amend and Exercise Warrants were amended to, among other things, remove the price-based anti-dilution provisions contained therein and reduce the exercise price from $26.00 to $6.50 per share of Common Stock. Pursuant to the Offer to Amend and Exercise Warrants, an aggregate of 497,548 PPO Warrants were amended and exercised by their holders, for gross proceeds of approximately $3,234,000 (before deducting warrant agent fees and expenses of the Offer to Amend and Exercise estimated at approximately $417,000).

Effective on or prior to April 6, 2015, the Company and the holders of (a) 113,469 PPO Warrants, that chose not to participate in the Offer to Amend and Exercise Warrants ("“Non-Participating Original Warrants"”), and (b) all 74,483 Broker Warrants, approved an amendment to remove the price-based anti-dilution provisions in their warrants. As a result, the price-based anti-dilution provisions contained in these Non-Participating Original Warrants and Broker Warrants have been removed and are of no further force or effect as of April 6, 2015.

The warrant agent for the offer to Amend and Exercise Warrants was paid an aggregate commission of approximately $323,350 and was issued warrants to purchase an aggregate of 49,752 shares of our Common Stock at an exercise price of $6.50 per share for a term of five (5) years ("“Warrant Agent Warrants"”).

Certain securities we issued in the 2014 PPO had price-based anti-dilution protection (“Anti-Dilution Rights”), if, within twenty-four (24) months after the final closing of the 2014 PPO, we issue additional shares of Common Stock or Common Stock equivalents (subject to customary exceptions) for a consideration per share less than $13.00. Of the 744,756 PPO Warrants, 133,739 still remained with these priced-based anti-dilution rights. With the consummation of the exercise and amendment of the PPO Warrants and the issuance of the Warrant Agent Warrants to the Warrant Agent, the anti-dilution provisions were triggered and the non-participating warrant holders received (i) an aggregate of 17,180 additional shares of Common Stock (ii) a reduction in the price of their PPO Warrants from $26.00 per share to $23.01 per share, and (iii) an aggregate of 17,180 additional warrants to purchase shares of Common Stock of the company at an exercise price of $23.01 per share.

On October 20, 2015, October 26, 2015, November 13, 2015, November 24, 2015, November 30, 2015, December 30, 2015 and January 14, 2016 we entered into Securities Purchase Agreements (in this case, the "“Purchase Agreements"”) with certain "“accredited investors (the "“Unsecured Buyers"”), pursuant to which the Unsecured Buyers purchased 12% Unsecured Convertible Promissory Notes of the Company (the "“Unsecured Notes"”) in the aggregate principal amount of $2,113,500 (the "“First Convertible Note Offering"”). The aggregate gross proceeds to the Company were $2,113,500 (before deducting expenses related to the purchase and sale of the Unsecured Notes of approximately $45,000), of which $586,000 in proceeds were from members of ~~the~~our ~~Board~~board of directors.

The Unsecured Notes have an aggregate principal balance of $2,113,500 and a stated maturity date of 5 years from the date of issuance. The principal on the Unsecured Notes bears interest at a rate of 12% per annum, which is also payable on maturity. On April 12, 2016, with the closing of the Secured Convertible Notes Offering (as defined below), certain terms of the Unsecured Notes were amended. Under the new terms of the Unsecured Notes, upon the closing of $15,000,000 in equity securities (“Equity Financing Securities”) by the Company (in this case, a “Qualified Offering”) all of the outstanding principal amount of the Unsecured Notes, together with accrued and unpaid interest due thereon, will automatically convert (in this case, a “Mandatory Conversion”) into units of our securities (the “Unsecured Note Conversion Units”) at a conversion price per Unsecured Note Conversion Unit equal to the lesser of (i) $5.60 or (ii) a 20% discount to the price per share of the Equity Financing Securities. Each Unsecured Note Conversion Unit will consist of one share (the “Unsecured Note Conversion Unit Shares”) of our Common Stock, and one five-year warrant (the “Unsecured Note Conversion Unit Warrants”) to purchase one additional share (the “Unsecured Note Conversion Unit Warrant Shares”) of our Common Stock at an exercise price of 125% of the Qualified Offering unit price. The terms of the amendment were in exchange for the Unsecured Note holders’ subordination to the Secured Note holders.

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The Unsecured Note Conversion Unit Warrants, to be received upon conversion of the Unsecured Notes, provide for the purchase of shares of our Common Stock at an exercise price equal to (a) 125% of the price at which the Company’s Equity Financing Securities are sold in a Qualified Offering. The Unsecured Note Conversion Unit Warrants are exercisable for cash only, for a term of 5 years from the date of issuance. The number of shares of Common Stock to be deliverable upon exercise of the Unsecured Note Conversion Unit Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

With the issuance of Unsecured Notes, the Anti-Dilution Rights were triggered and the holders of the Non-Participating Original Warrants received, or are entitled to receive (i) an aggregate of 18,674 additional shares of Common Stock, (ii) a reduction in the price of their PPO Warrants from $23.01 per share to $20.50 per share, and (iii) an aggregate of 18,674 additional warrants to purchase shares of Common Stock of the Company at an exercise price of $20.50 per share.

On February 16, 2016, we effected a 1-for-13 reverse stock split (the “Reverse Stock Split”). Upon effectiveness of the Reverse Stock Split, every thirteen (13) outstanding shares of our Common Stock ("“Old Common Stock"”) were, without any further action by us, or any holder thereof, combined into and automatically became one share of our Common Stock. Any fractional shares have been rounded up to one whole common share. All shares of Common Stock eliminated as a result of the Reverse Stock Split have been cancelled such that they were returned to our authorized and unissued capital stock, and our capital has been reduced by an amount equal to the par value of the Old Common Stock so retired.

On April 12, 2016, April 15, 2016, May 26, 2016, June 7, ~~Table~~2016 and July 20, 2016 the Company entered into Securities Purchase Agreements (in this case, the “Purchase Agreements”) with certain “accredited investors” (the “Secured Buyers”), pursuant to which the Secured Buyers purchased 12% Senior Secured Convertible Promissory Notes of ~~Contents~~the Company (the “Secured Notes”) in the aggregate principal amount of $2,515,000 (before deducting placement agent fees and expenses of $282,454) (the “Second Convertible Note Offering”).

On April 12, 2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016 the Company entered into Securities Purchase Agreements (in this case, the "Purchase Agreements") with certain "accredited investors" (the "Secured Buyers"), pursuant to which the Secured Buyers purchased 12% Senior Secured Convertible Promissory Notes of the Company (the "Secured Notes") in the aggregate principal amount of $2,515,000 (before deducting placement agent fees and expenses of $282,454) (the "Second Convertible Note Offering").

The Company used the net proceeds from the Second Convertible Note Offering for certain payments to content owners, and working capital and general corporate purposes.

The Secured Notes are secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company'’s intellectual and technology property pursuant to the terms of a security agreement (in this case, the "“Security Agreement"”) among the Company and the Secured Buyers. The security interest in and liens on all assets and property of the Company will be a first priority security interest.

~~The~~29 ~~Secured~~Table ~~Notes~~Of have an aggregate principal balance of $2,515,000, and a stated maturity date of 6 months from the date of issuance. The principal on the Secured Notes bears interest at a rate of 12% per annum, which is also payable on maturity. The Secured Notes will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the Secured Notes. Upon the closing of a financing (in this case, a "Qualified Offering") by the Company during the term of the Secured Notes involving the sale of at least $15,000,000 in Equity Financing Securities, all of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, will automatically convert (in this case, a "Mandatory Conversion") into units of the Company's securities (the "Second Units") at a conversion price per Second Unit equal to the lesser of (a) 80% of the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00. At any time prior to a Mandatory Conversion, the holders of the Secured Notes may convert all or part of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, into Second Units at a conversion price of $2.00 per Unit (in this case, an "Optional Conversion"). Each Second Unit will consists of one share (the "Second Unit Shares") of the Company's Common Stock, and one five-year warrant (the "Second Unit Warrants") to purchase one additional share (the "Second Unit Warrant Shares") of the Company's Common Stock at an exercise price equal to (a) 125% of the price at which the Company's equity securities (or securities convertible into or exercisable for equity securities) are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. Upon failure by the Company to pay any principal amount or interest due under the Secured Notes within 5 days of the date such payment is due, or the occurrence of other event of default under the terms of the Secured Notes, the entire unpaid principal balance of the Secured Notes, together with any accrued and unpaid interest thereon, will become due and payable, without presentment, demand, protest or notice of any kind. In the event of any liquidation, dissolution or winding up of the Company, each holder of a Secured Note will be entitled to receive, pari passu with the other holders of the Secured Notes, and in preference to the holders of the Company's other outstanding securities, an amount equal to two times the principal amount of, and any accrued and unpaid interest on, such holder's Secured Note. The conversion price and number of Second Units issuable upon conversion of the Secured Notes will be subject to adjustment from time to time for subdivision or consolidation of shares and other standard dilutive events.Contents

8The ~~Table~~Secured Notes have an aggregate principal balance of ~~Contents~~$2,515,000, and a stated maturity date of 6 months from the date of issuance. The principal on the Secured Notes bears interest at a rate of 12% per annum, which is also payable on maturity. The Secured Notes rank senior to all existing indebtedness of the Company, except as otherwise set forth in the Secured Notes. Upon the closing of a financing (in this case, a “Qualified Offering”) by the Company during the term of the Secured Notes involving the sale of at least $15,000,000 in Equity Financing Securities, all of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, will automatically convert (in this case, a “Mandatory Conversion”) into units of the Company’s securities (the “Second Units”) at a conversion price per Second Unit equal to the lesser of (a) 80% of the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00. At any time prior to a Mandatory Conversion, the holders of the Secured Notes may convert all or part of the outstanding principal amount of the Secured Notes, together with accrued and unpaid interest due thereon, into Second Units at a conversion price of $2.00 per Unit (in this case, an “Optional Conversion”). Each Second Unit will consists of one share (the “Second Unit Shares”) of the Company’s Common Stock, and one five-year warrant (the “Second Unit Warrants”) to purchase one additional share (the “Second Unit Warrant Shares”) of the Company’s Common Stock at an exercise price equal to (a) 125% of the price at which the Company’s equity securities (or securities convertible into or exercisable for equity securities) are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. Upon failure by the Company to pay any principal amount or interest due under the Secured Notes within 5 days of the date such payment is due, or the occurrence of other event of default under the terms of the Secured Notes, the entire unpaid principal balance of the Secured Notes, together with any accrued and unpaid interest thereon, will become due and payable, without presentment, demand, protest or notice of any kind. In the event of any liquidation, dissolution or winding up of the Company, each holder of a Secured Note will be entitled to receive, pari passu with the other holders of the Secured Notes, and in preference to the holders of the Company’s other outstanding securities, an amount equal to two times the principal amount of, and any accrued and unpaid interest on, such holder’s Secured Note. The conversion price and number of Second Units issuable upon conversion of the Secured Notes will be subject to adjustment from time to time for subdivision or consolidation of shares and other standard dilutive events. On November 16, 2017, simultaneous with the Initial Closing discussed in Note 11 and in Item 3, the holders of all of the Company’s existing 12% senior secured convertible promissory notes, in the aggregate principal amount of $2,515,000, with accrued and unpaid interest in the aggregate of $561,203, assigned, conveyed, transferred and set over to CÜR Holdings Inc. all of the Secured Noteholders’ right, title, interest and obligations in, to and under the Secured Notes, and all claims, suits, causes of action and any other rights thereunder, in exchange for units of securities of CÜR Holdings Inc., at an exchange rate of $2.00 of principal and interest due under the Secured Notes per unit, in a transaction intended to be exempt from registration under the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder.

Pursuant to the terms of a Placement Agency Agreement (in this case, the "“Placement Agency Agreement"”) between the Company and the placement agent for the Second Convertible Note Offering (in this case, the "“Placement Agent"”), in connection with the closing of the Second Convertible Note Offering, the Placement Agent was paid a commission of an aggregate of $236,500. In addition, the Placement Agent, or its designees, received warrants to purchase a number of shares of Common Stock equal to 10% of the number of Second Unit Shares into which Secured Notes sold in the Second Convertible Note Offering to Secured Buyers introduced to the Second Convertible Note Offering by the Placement Agent, and 8% of the number of Second Unit Shares into which Secured Notes sold in the Second Convertible Note Offering to Secured Buyers introduced to the Second Convertible Note Offering by the Company or its representatives, are converted upon a Mandatory Conversion, with a term of 5 years and an exercise price per share equal to the exercise price of the Second Unit Warrant Shares issued to Secured Buyers introduced to the Second Convertible Note Offering by the Placement Agent upon a Mandatory Conversion ("“Placement Agent Warrants"”).

~~The~~30 ~~Second~~Table ~~Unit~~Of Warrants, to be received upon conversion of the Secured Notes, provide for the purchase of shares of the Company's Common Stock an exercise price equal to (a) 125% of the price at which the Company's Equity Financing Securities are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. The Second Unit Warrants are exercisable for cash only, for a term of 5 years from the date of issuance. The number of shares of Common Stock to be deliverable upon exercise of the Second Unit Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.Contents

The Second Unit Warrants, to be received upon conversion of the Secured Notes, provide for the purchase of shares of the Company’s Common Stock an exercise price equal to (a) 125% of the price at which the Company’s Equity Financing Securities are sold in a Qualified Offering in the event of a Mandatory Conversion, or (b) 125% of $2.00 in the event of an Optional Conversion. The Second Unit Warrants are exercisable for cash only, for a term of 5 years from the date of issuance. The number of shares of Common Stock to be deliverable upon exercise of the Second Unit Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

The Company granted registration rights to each Secured Buyer with respect to the Second Unit Shares and Second Unit Warrant Shares, and to the Placement Agent, with respect to the Common Stock issuable upon exercise of the Placement Agent Warrants, in each case on a pari passu basis with, and upon substantially the same terms as the registration rights granted to, the investors in a Qualified Offering.

As of September 30, ~~2016~~2017, we had devoted substantially all of our efforts to product development, raising capital and building our technology infrastructure. As of that date, we did not receive any material revenues from our planned principal operations.

Our Strategy

Our CÜR Music product is a new streaming music experience that combines the listening experience of free internet radio products with an on-demand listening experience for listening on web and mobile devices, beginning at $1.99 per month. We plan to launch our CÜR Music product in the second or third quarter of 2018. We will face competition from larger and more established media service providers, which include traditional offline music distribution competitors and larger media companies like Apple, Google, Spotify, Amazon and others, and from other online digital music services. We will compete on the basis of a number of factors, including quality of experience, relevance, acceptance and diversity of content, ease of use, price, accessibility, perceptions of ad load, brand awareness and reputation. CÜR Music will target consumers who are seeking a more comprehensive music streaming service than current free, ad-supported music streaming products. We believe that the CÜR Music product will include a hybrid model that includes many features that free, ad-supported internet radio products provide, without interruptive advertising, with a limited on-demand offering, and will include a social toolset that enables consumers to curate certain aspects their playlists at a price point that is unmatched in the industry.

In addition to revenue from subscriptions, our business plan includes a second revenue stream of personalized advertising, which will not interrupt a stream, but will target a user'’s listening habits. The advertising may be in the form of display ads, email and text messages. Our business plan further includes a third revenue stream from the sale of music, concert tickets and merchandise through our music streaming service, to be tailored to each listeners taste based on prior listening trends. We plan to sell advertising, music downloads and concert tickets and merchandise in the future subsequent to launch.

In addition, our business plan includes distributing our music streaming service through Apple'’s iTunes App Store to iOS devices, Google'’s Google Play Store to Android devices and the internet, among other distribution channels and platforms. At launch, we plan to have an iOS application, Android application and a CÜR Music website. The CÜR Music application was previously submitted to and approved by the iTunes app store and the Google Play store and we anticipate it will be approved again upon resubmission.

We plan to source our music from MusicNet, Inc. d/b/a Media Net Digital, Inc. We also plan to use Amazon web services to support certain of the technological needs of the business.

As of September 30, ~~2016~~2017, we continued to pursue sources of equity and/or debt financing to support our operations. We were not successful in raising the necessary funds as of September 30, ~~2016~~2017. We cannot launch our music streaming product and platform until we have raised the necessary funds.

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Recent Developments

~~Extension~~Six-Month Line of ~~Agreements~~Credit ~~with~~Promissory ~~Content Providers~~Note

AsOn ~~previously~~July ~~reported~~6, ~~the~~2017, ~~Company~~we ~~had~~ entered into ~~agreements~~a ~~("Music~~Six-Month ~~Label~~Line ~~Agreements")~~of ~~with~~Credit ~~certain~~Promissory ~~music~~Note ~~labels~~ (~~"Music Labels"), pursuant to which~~ the ~~Company~~“Line ~~has~~of ~~been~~Credit ~~provided~~Note”) ~~limited, non-exclusive licenses to digitally distribute certain sound recordings and related materials owned or controlled by the Music Labels in connection~~ with ~~the~~CUR ~~Company's CÜR-branded Internet music service~~Holdings, ~~CÜR Music~~LLC, toa beNew ~~composed~~York oflimited ~~three~~liability ~~progressively~~company. ~~priced~~The ~~and~~Line ~~increasingly~~of ~~functional~~Credit ~~tiers,~~Note ~~within~~has ~~the~~a ~~United~~principal ~~States~~balance ~~and~~of ~~its territories~~$685, ~~commonwealths~~000, and ~~possessions. The Company had also entered into agreements ("Publishing Agreements") with certain music publishing companies ("Music Publishers") either directly or through~~ a ~~third~~stated ~~party,~~maturity ~~pursuant~~date toof ~~which~~December ~~the Company had been provided the non-exclusive right and license to use certain musical works owned~~6, ~~controlled~~2017. ~~and/or~~The ~~administered~~principal byon the ~~Music~~Line ~~Publishers~~of inCredit ~~connection~~Note ~~with~~does ~~CÜR~~not ~~Music,~~bear ~~within~~interest. ~~the~~The ~~United~~Line ~~States~~of ~~and~~Credit ~~its~~Note ~~territories,~~is ~~commonwealths,~~not ~~and possessions~~convertible. The ~~Music~~Line ~~Label~~of ~~Agreements~~Credit ~~and~~Note ~~Publishing~~ranks ~~Agreements~~junior ~~may be collectively referred~~ to ~~herein as~~ the ~~"Content~~Company’s ~~Agreements,"~~existing ~~and~~Secured ~~the Music Labels and Music Publishers may be collectively referred to herein as the "Content Providers~~Notes.”

~~Pursuant~~In toconnection ~~the~~with ~~Content Agreements,~~ the ~~Company~~Initial ~~was~~Closing ~~required~~(as todefined ~~pay~~below) ~~certain~~of ~~minimum content fees over~~ the ~~term~~Preferred ofStock ~~the~~Unit ~~Content~~Offering ~~Agreements~~ (as ~~follows:~~defined ~~$14~~below),~~000,000~~ in the ~~first~~Line ~~year~~ of ~~the~~Credit ~~agreements,~~Note ofwas ~~which~~assigned ~~approximately~~and ~~$8,000,000~~transferred ~~was~~to ~~due~~Holdings on(as ~~January~~defined ~~31,~~below) ~~2016, $25,500,000~~ in ~~the~~exchange ~~second~~for ~~year of the agreements~~194,175 ~~and~~Unit ~~$18,500,000~~Shares ~~in the third year~~ of ~~the~~Holdings ~~agreements.~~and ~~The~~Unit ~~Content~~Warrants ~~Providers previously agreed~~ to ~~provide~~purchase ~~the Company additional time to make the $8~~1,~~000~~263,~~000~~827 inshares ~~payments~~of ~~through~~common ~~both~~stock ~~oral~~of ~~and~~Holdings ~~written~~issued ~~agreements.~~to ~~Under~~CUR ~~those agreements~~Holdings, ~~the~~LLC. ~~Company~~As ~~had~~a ~~until June 15~~result, ~~2016~~Holdings tobecame ~~make~~the ~~such~~payee ~~payments.~~under ~~The~~the ~~Company~~Line ~~paid~~of anCredit ~~aggregate~~Note. ofUpon ~~$500,000~~completion of the ~~proceeds~~transaction, ~~from~~CÜR ~~the~~Media ~~closing~~is ofnow ~~the~~required ~~Secured Notes~~ to ~~the~~pay ~~Content Providers~~Holdings.

OnThe ~~September~~assignment ~~20,~~did ~~2016,~~not wealter ~~received notice from Sony Music Entertainment ("SME") confirming that our Framework Distribution Agreement with SME, as amended (~~the ~~"Sony~~obligation ~~Agreement"), automatically terminated effective June 14, 2016 as a result~~ of ~~our failure to pay SME~~ the ~~advance~~Company ~~due~~under ~~pursuant to~~ the ~~Sony~~original ~~Agreement~~Line onof ~~that~~Credit ~~date~~Note.

On September 20, 2016, we received notice from UMG Recordings, Inc. ("UMG") that our Audio Streaming and Conditional Download Agreement with UMG (the "UMG Agreement") automatically terminated effective September 20, 2016 as a result of our failure to pay UMG the advance due pursuant to the UMG Agreement on that date.

The Company is in default of its Subscription Streaming and Enhanced Radio Services Agreement (The Warner Agreement”) with Warner Music, Inc. (“Warner”) as a result of our failure to pay UMG the advance due pursuant to the Warner Agreement on that date.

The Company issued the Content Providers warrants ("Content Provider Warrants") to purchase an aggregate of 215,279 shares (the "Content Provider Warrant Shares") of the Company's Common Stock at a weighted average exercise price of $6.41 per share. The Content Provider Warrants have a weighted average contractual term of 6.45 years. The exercise price and number of Content Provider Warrant Shares are subject to adjustment for any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event.

10 Table of Contents

Default on Secured Notes

On October 12, 2016, October 15, 2016, November 26, 2016, December 7, 2016, December 20, 2016 and January 20, 2017, the principal and any accrued and unpaid interest on our outstanding Secured Notes and Additional Secured Notes in the principal amount of an aggregate of $2,515,000 became due and payable. We were unable to repay the noteholders at that time. Pursuant to the terms of the Secured Notes and Additional Secured Notes, our failure to pay any principal or interest within five (5) days of the date such payment was due constituted an event of default. Following the occurrence of an event of default, among other things, the interest rate on the Secured Notes and Additional Secured Notes increased to 15%. In addition to other remedies available to the noteholders, our obligation to repay amounts due under the Secured Notes and Additional Secured Notes is secured by a first priority security interest in and lien on all of our assets and property, including our intellectual property.

We are actively seeking sources of equity or debt financing in order to support our operations. If we are able to secure adequate financing, we intend to attempt to negotiate certain amendments to the Secured Notes with the noteholders. However, if adequate funds are not available to us on acceptable terms, or at all, we will be unable to restart operations.

Receipt of Wells Notice

On July 19, 2017, we received a “Wells Notice” from the staff (the “Staff”) of the ~~Securities and Exchange Commission (the “~~SEC”). The Wells Notice provides notification to the Company that the Staff has made a preliminary determination to recommend that the SEC institute administrative proceedings (“Administrative Proceedings”) against the Company pursuant to Sections 12(j) and 12(k) of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (the “Exchange Act”),~~ based solely upon ~~the~~our ~~Company’s~~ failure to comply with ~~its~~our reporting obligations under Section 13(a) of the Exchange Act. Sections 12(j) grants the SEC the right, after notice and opportunity for a hearing, to revoke the registration of a security. Section 12(k) grants the SEC the right to suspend trading in a security.

In accordance with SEC rules, on August 25, 2017, ~~the~~we ~~Company~~ made a written submission to the SEC in response to the Wells Notice, in which, among other things, itwe conveyed ~~the~~our ~~Company’s~~ present intention to file the delinquent reports and become current with its SEC filing requirements and, as such, set forth the reasons why the proposed enforcement action should not be filed. While no assurances can be made, ~~the~~we ~~Company~~believe ~~believes~~ that, as a result of making these filings, the SEC will have no further reason to institute the proposed ~~administrative~~Administrative ~~proceedings~~Proceedings, or, if instituted, to continue such proceedings. However, there can be no assurance that the SEC will not bring an enforcement action against the Company, which could result in a trading suspension of ~~the~~our ~~Company’s~~Common ~~common~~Stock ~~stock~~ and the de-registration of ~~the~~our ~~Company’s~~ securities under the Exchange Act. Administrative ~~proceedings~~Proceedings, if instituted, will be held before an administrative law judge.

InWe ~~order~~have tofiled ~~file~~all three of the delinquent reports for the fiscal year ended December 31, 2016. With this filing, the Company ~~needs~~will tohave ~~obtain~~filed ~~adequate~~all ~~financing.~~remaining delinquent reports..

11Transactions ~~Table~~and ofProposed ~~Contents~~Additional Transactions with Holdings

On September 11, 2017, we entered into a term sheet (the “Term Sheet”) with CUR Holdings, Inc., a Delaware corporation, formed on August 14, 2017, for the purpose of raising capital to effectuate a transaction with the Company, or another company in the music streaming space (“Holdings”), pursuant to which the Company and Holdings agreed to consummate either a Merger (as defined below) or an Asset Transfer (as defined below), under certain circumstances. Pursuant to the Term Sheet, in the event the Company receives notification from the SEC that it will not institute the proposed Administrative Proceedings, or, if instituted, will discontinue such proceedings (“SEC Clearance”), Holdings will, subject to any required shareholder approval, merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”); provided, however, that the board of directors of the Company and Holdings may mutually agree to proceed with the Merger prior to receipt of SEC Clearance. If, however, the SEC commences the proposed Administrative Proceedings against the Company, and such proceedings result in the revocation of the registration of our Common Stock under the Exchange Act (“SEC Revocation”), the Company and Holdings will, subject to any required shareholder approval, enter into a fair value asset purchase and sale transaction, pursuant to which Holdings will acquire all of the intellectual property and other assets and liabilities constituting our Music Streaming Business (the “Asset Transfer” and, together with the Merger, a “Combination Transaction”); provided, however, that the board of directors of the Company and Holdings may mutually agree to proceed with the Asset Transfer any time commencing on the ninety-first (91st) day after the effective date of the Term Sheet.

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On November 16, 2017, Holdings consummated an initial closing (the “Initial Closing”) of its private placement offering (the “Preferred Stock Unit Offering”), to certain “accredited investors” (each, a “Unit Purchaser” and, collectively, the “Unit Purchasers”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder, of a minimum of $6,000,000 (the “Minimum Amount”) of units of securities of Holdings (each, a “Preferred Stock Unit” and, collectively, the “Preferred Stock Units”), at a purchase price of $5.15 per Preferred Stock Unit (other than with respect to the assignment and transfer to Holdings of the Line of Credit Note, as defined below), with each Preferred Stock Unit consisting of (a) one (1) share of Series A convertible preferred stock of Holdings (each, a “Unit Share” and collectively, the “Unit Shares”), and (b) a 5-year warrant (each, a “Unit Warrant” and collectively, the “Unit Warrants”) to purchase 6.5087 shares of common stock of Holdings, at an exercise price of $1.00 per each full share.

In connection with the Initial Closing of the Preferred Stock Unit Offering, Holdings issued 1,195,033 Preferred Stock Units to the Unit Purchasers, consisting of 1,195,033 Unit Shares and 7,778,119 Unit Warrants, in consideration for gross proceeds of $5,154,361 from the Preferred Stock Unit Offering.

In connection with the Initial Closing of the Preferred Stock Unit Offering, a U.S. broker-dealer registered with FINRA, engaged on a non-exclusive basis as placement agent for the Preferred Stock Unit Offering (the “Placement Agent”), received a cash commission of $115,436, and warrants (“Placement Agent Warrants”) to purchase (a) 22,415 shares of Series A Preferred Stock of Holdings, with a term of five (5) years and an exercise price of $5.15 per share, and (b) 145,893 shares of common stock of Holdings, with a term of five (5) years and an exercise price of $1.00 per share.

Simultaneously with the closing of the Preferred Stock Unit Offering, Holdings consummated a private placement offering (the “$2.5 Million Note Offering” and, together with the Preferred Stock Unit Offering, the “Holdings Offerings”), to one “accredited investor” (the “New Note Purchaser”), intended to be exempt from registration under the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder, of (a) a 12% senior secured promissory note of Holdings, in the principal amount of $2,500,000 (the “New Note”), with a term of twelve (12) months, at a purchase price of 100% of the face value amount of the New Note, and (b) 10-year warrants (the “New Note Warrants”) to purchase 1,000,000 shares of common stock of Holdings, at an exercise price per share of $0.0001.

In connection with the closing of the $2.5 Million Note Offering, the Placement Agent received a cash commission of $250,000, and warrants (“Second Placement Agent Warrants”) to purchase 383,800 shares of common stock of Holdings, with a term of five (5) years and an exercise price of $0.0001 per share.

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The net proceeds from the Holdings Offerings, in the aggregate amount of $6,932,288 (after deducting fees and expenses related to the Holdings Offerings in the aggregate amount of $722,074 (including placement agent fees, legal fees and expenses and fees payable to the escrow agent)) are to be used to pay the required Label Advances (as defined below) to the Music Labels sufficient to allow Holdings and/or the Company to proceed with soliciting subscriptions for CÜR Music, and to extend a line of credit to the Company (the “Post-Closing Line of Credit Note”), for up to the full amount of the aggregate net proceeds from the Holdings Offerings (1) to enable the Company to pay outstanding accounts payable, to be negotiated into structured settlements, employee deferred compensation, and monthly payments due by the Company under the New Note, and (2) for working capital and general corporate purposes. The process for requesting and approving drawdowns on the Post-Closing Line of Credit Note is to be determined, and will be reflected in the definitive documentation for the transaction.

Immediately following the Initial Closing of the Preferred Stock Unit Offering, Holdings issued one (1) share of its Series B voting preferred stock (“Series B Preferred Stock”) to William F. Duker, the President and Treasurer of Holdings, and a member of the board of directors of Holdings. Pursuant to the Certificate of Designation of Series B Voting Preferred stock of Holdings (the “Series B Certificate of Designation”), Mr. Duker, the holder of the Series B Preferred Stock, has the right (a) to elect the number of directors on the board of directors of Holdings constituting the majority, and (b) to approve any merger (including the Merger), asset sale (including the Asset Transfer), or other fundamental transaction to be effected by CÜR Holdings.

Agreements with Content Providers

As previously reported, the Company had entered into agreements (“Music Label Agreements”) with certain music labels (“Music Labels”), pursuant to which the Company has been provided limited, non-exclusive licenses to digitally distribute certain sound recordings and related materials owned or controlled by the Music Labels in connection with the Company’s CÜR-branded Internet music service, CÜR Music, to be composed of three progressively priced and increasingly functional tiers, within the United States and its territories, commonwealths, and possessions. The Company had also entered into agreements (“Publishing Agreements”) with certain music publishing companies (“Music Publishers”) either directly or through a third party, pursuant to which the Company had been provided the non-exclusive right and license to use certain musical works owned, controlled and/or administered by the Music Publishers in connection with CÜR Music, within the United States and its territories, commonwealths, and possessions. The Music Label Agreements and Publishing Agreements may be collectively referred to herein as the “Content Agreements,” and the Music Labels and Music Publishers may be collectively referred to herein as the “Content Providers.”

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The Company was not able to make the initial payments when due on January 31, 2016. As a result, the company’s Music Label Agreements with Sony Music Entertainment (“SME”) and UMG Recordings, Inc. (“UMG”) were terminated as a result of the company’s failure to pay SME and UMG the advances due pursuant to such agreements, respectively. The Company also defaulted on its Music Label Agreement with Warner Music, Inc. (“WMG”) as a result of the Company’s failure to pay WMG the advance due pursuant to such agreement. WMG did not initiate termination of their agreement.

Prior to the Initial Closing of the Preferred Stock Unit Offering, and as a condition thereto, Holdings renegotiated the content licensing agreements (“New Music Label Agreements”). Upon consummation of the Initial Closing of the Preferred Stock Unit Offering, Holdings paid Label Advances due to the Music Labels pursuant to the New Music Label Agreements. The Company joined one of the New Music Label Agreements, while the other New Music Label Agreements provide Holdings with the right to sublicense its rights under such agreement to the Company. The New Music Label Agreements enable the Company to digitally distribute sound recordings and related materials owned or controlled by the Music Labels in connection with the Company’s Internet music service, CÜR Music. The New Music Label Agreements released the Company of prior obligations under the original Music Label Agreements. At the current time, the Company does not have a contract with Holdings which requires payment for sublicenses and access to the sound recordings and related materials.

Default on Secured Notes and Subsequent Assignment to Holdings

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At the effective time of the Initial Closing of the Preferred Stock Unit Offering, the holders (the “Secured Noteholders”) of all of the Company’s Secured Notes, with accrued and unpaid interest in the aggregate of $561,203, assigned, conveyed, transferred and set over to Holdings all of the Secured Noteholders’ right, title, interest and obligations in, to and under the Secured Notes, and all claims, suits, causes of action and any other rights thereunder, in exchange for units (each, a “Secured Note Conversion Unit” and, collectively, the “Secured Note Conversion Units”) of securities of Holdings, at an exchange rate of $2.00 of principal and interest due under the Secured Notes per unit, in an transaction intended to be exempt from registration under the Securities Act, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder (the “Secured Note Assignment Transaction”). Each Secured Note Conversion Unit consisted of (a) one (1) share of common stock of Holdings (each, a “Secured Note Conversion Share” and, collectively, the “Secured Note Conversion Shares”), and (b) a 5-year warrant (each, a “Secured Note Conversion Warrant” and, collectively, the “Secured Note Conversion Warrants”) to purchase one (1) share of common stock of Holdings for every share of common stock of Holdings received upon exchange, at an exercise price per share equal to $1.00.

In connection with the Secured Note Assignment Transaction, (a) Holdings issued 1,538,102 Secured Note Conversion Units, consisting of 1,538,102 Secured Note Conversion Shares, and 1,538,102 Secured Note Conversion Warrants, and (b) Holdings became the sole payee under the Secured Notes.

Settlement Agreement and Mutual Release

As previously reported, the Company defaulted under its Master Multiple Services Agreement (the “Digitas Agreement”) with Digitas, Inc., a Massachusetts corporation (“Digitas”), as a result of the Company’s failure to pay Digitas past due balances for the services Digitas provided under the Digitas Agreement. Digitas filed a claim against the Company for damages in the aggregate amount of $650,000 (the “Claimed Amount”), together with pre-judgment interest, post-judgment interest, costs, and attorneys’ fees. On November 15, 2017, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Digitas, pursuant to which the Company agreed to pay Digitas an aggregate of $400,000, in full settlement of any and all claims arising from or relating to amounts due under the Master Multiple Services Agreement (the “Claims”). Digitas agreed to release the Company from any further Claims, subject only to the Company meeting its payment obligations under the Settlement Agreement and the Digitas Note (as defined below).

At the effective time of the Initial Closing of the Preferred Stock Unit Offering (as defined below), the Company made the First Payment of $100,000 to Digitas.

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Proposed Additional Transactions with Holdings

As mentioned above, if the Company receives SEC Clearance (or, at the discretion of the board of directors of the Company and Holdings, as described above), the Company and Holdings will consummate the Merger. The Company and Holdings anticipate that the Merger, if consummated, will qualify as a tax-free reorganization under the U.S. Internal Revenue Code. The Company and Holdings also anticipate that, if the Merger is consummated:

	·	the stockholders of Holdings will receive, in exchange for all of their issued and outstanding shares of capital stock of Holdings (including all issued and outstanding shares of preferred stock of Holdings), shares of the Company’s capital stock (including shares of Preferred Stock of the Company), at an exchange rate of 1-for-1, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	outstanding warrants to purchase shares of common stock of Holdings will be exchanged for warrants to purchase shares of the Company’s Common Stock, at the same ratio at which shares of outstanding capital stock of Holdings are exchanged for shares of the Company’s capital stock, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	the principal and any accrued and unpaid interest due under the Company’s existing Unsecured Notes will convert into units of the Company’s securities, at a conversion price of $2.00 of principal and interest due under said note per unit, each consisting of (a) one (1) share of the Company’s Common Stock, and (b) a 5-year warrant to purchase one (1) share of the Company’s Common Stock for every share of the Company’s Common Stock received upon conversion, at an exercise price equal to $1.00 per share;

	·	the Standard Holdings Note will be assigned and transferred to the Company, and the Company will become the payee under such note;

	·	the Line of Credit Note, the Secured Notes, and the Post-Closing Line of Credit Note will be forgiven and canceled by Holdings;

	·	the Company will assume the obligations under the $2,500,000 New Note; and

	·	the Company will assume the New Music Label Agreements with the Music Labels, if possible

	·	the Company’s stockholders will receive, in exchange for all of the assets and liabilities constituting the Company’s Music Streaming Business, shares of capital stock of Holdings, at a rate of 1-for-1 of equivalent classes of preferred and common stock, with appropriate adjustments and, otherwise, on their original terms and conditions;

	·	outstanding warrants and stock options to purchase shares of the Company’s Common Stock will be exchanged for warrants and stock options to purchase shares of common stock of Holdings, at the same ratio at which shares of the Company’s outstanding capital stock are exchanged for shares of capital stock of Holdings, with appropriate adjustments and, otherwise, on their original terms and conditions;

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	·	if necessary, the board of directors of Holdings will adopt an Equity Incentive Plan (the “Holdings EIP”) with such number of shares available under the Holdings EIP that equals 15% of the fully diluted capitalization of Holdings after giving effect to the Asset Transfer, covering outstanding stock options to purchase shares of the Company’s Common Stock, and for the future issuance, at the discretion of the board of directors of Holdings, of incentive awards to officers, key employees, consultants and directors;

	·	the principal and any accrued and unpaid interest due under the Company’s existing Unsecured Notes will convert into units of securities of Holdings, at a conversion price of $2.00 per unit, each unit consisting of (a) one (1) share of common stock of Holdings, and (b) a 5-year warrant to purchase one (1) share of common stock of Holdings for every share of common stock of Holdings received upon conversion, at an exercise price equal to $1.00 per share;

	·	the Standard Holdings Note will remain payable to Holdings;

	·	the Line of Credit Note, the Secured Notes, and the Post-Closing Line of Credit Note will be forgiven and canceled by Holdings as partial consideration for the transfer to Holdings of the assets and liabilities constituting the Company’s Music Streaming Business;

	·	Holdings will remain responsible for the obligations under the $2,500,000 New Note; and

	·	any sublicenses under the relevant New Music Label Agreements with the Music Labels will terminate.

Simultaneously with the closing of the Holdings Offerings, shareholders representing at least fifty-one percent (51%) of the voting capital stock of each of the Company and Holdings, and of the Unit Purchasers in the Preferred Stock Unit Offering and Secured Noteholders in the Secured Note Assignment transaction, entered into voting agreements, pursuant to which they agreed to vote in favor of the Combination Transaction, as applicable.

Defaults on Vendor Agreements

AsWe ofentered ~~September~~into ~~27,~~an ~~2016,~~agreement ~~our~~(the “Rovi Data License and ~~Services~~Service Agreement”) with Rovi Data Solutions and Veveo, Inc. (“Rovi”) on July 1, 2014, a leading music data company, to utilize their platform for generating music playlists for CÜR Music users. Pursuant to the "agreement, the Company acquired the limited, non-exclusive, non-transferable right to use, display, communicate, reproduce and transmit Rovi’s data. In addition, Rovi was to provide custom development of search and voice capabilities to provide a robust music experience. The Rovi Data License and Service Agreement") ~~with~~was to remain in effect through and including December 31, 2017. Under the Rovi Data ~~Solutions~~License and Service Agreement, ~~Inc~~the Company had the option to extend the term of this agreement for additional, indefinite, one-year periods. During the term of the Rovi Data License and ~~Veveo~~Service Agreement, ~~Inc~~and as consideration for the grant of rights and license of Rovi’s data, the Company had agreed to pay Rovi a monthly minimum charge during the development period that is the period where data will be used for internal, non-public, non-commercial uses. ~~(collectively~~In addition, “the Company had agreed to pay Rovi”) a minimum per month during the first initial term, subsequent to the proposed launch date, until March 14, 2016. For each subsequent term, consideration to be paid would depend on the number of subscribers to the Company’s CÜR Music product. As of September 27, 2016, our Rovi Data License and Services Agreement with Rovi terminated as a result of our failure to pay Rovi past due balances for the services they provided under the ~~Rovi~~ Agreement. Now that the Holdings Offerings have been completed, we plan to contract with Gracenote, Inc. (“Gracenote”) for these services.

We38 ~~are~~Table inOf default under our Distribution Agreement (the "MediaNet Agreement") with MusicNet, Inc., d/b/a MediaNet Digital, Inc. ("MediaNet") as a result of our failure to pay MediaNet past due balances for the services they provided under the MediaNet Agreement. To date, we have not received a notice of default from MediaNet. The Company intends to cure the default once it is adequately funded.Contents

OnWe ~~October~~entered ~~12,~~into ~~2016,~~an weagreement ~~received~~(the a“MediaNet ~~notice~~Service ofAgreement”) ~~default~~with ~~from~~MusicNet, ~~Zuora~~Inc. d/b/a MediaNet Digital, Inc. (~~"Zuora"~~“MediaNet”) ~~confirming~~on ~~that~~November ~~the~~10, ~~Company~~2014, isfrom inwhich ~~default~~we ~~under~~were ~~its~~to ~~Master~~source ~~Subscription~~our ~~Agreement~~music. ~~with~~Pursuant ~~Zuora~~to (the ~~"Zuora~~agreement, ~~Agreement")~~MediaNet aswas to provide the Company a ~~result~~catalog of ~~our~~sound ~~failure~~recordings toand ~~pay~~metadata ~~Zuora~~that ~~past~~would ~~due~~enable ~~balances~~and provide for the ~~services~~delivery ~~they~~of ~~provided~~sound ~~under~~recordings to end users of the ~~Zuora~~Company’s ~~Agreement~~CÜR Music application. OnThe ~~July~~MediaNet ~~31,~~Service ~~2017,~~Agreement wewas ~~signed~~to aremain ~~new~~in ~~order~~effect ~~form~~for ~~(“New~~a ~~Order~~period ~~Form”)~~of ~~with~~three ~~Zuora~~years ~~under~~following the ~~Zuora~~effective ~~Agreement~~date of November 7, ~~providing~~2014. The MediaNet Service Agreement was to automatically renew for ~~the~~successive ~~full~~one-year ~~settlement~~terms ~~and~~unless ~~release~~terminated ofby MediaNet or the ~~parties~~Company. ~~from~~Pursuant ~~all~~to ~~obligations~~the ~~under~~MediaNet Service Agreement, the ~~old~~Company ~~order~~was ~~form~~to pay a set-up fee to MediaNet prior to launch. In addition, ~~dated~~the ~~July~~Company 31agreed to pay MediaNet a monthly technology licensing fee during the initial term, ~~2014~~a monthly usage fee, inand ~~consideration~~will pay for ~~entering~~any ~~into~~additional ~~the~~professional ~~New~~services ~~Order~~and ~~Form~~technical assistance or customization. ~~Pursuant~~The toCompany is in default under the ~~New~~MediaNet ~~Order~~Service ~~Form,~~Agreement wewith ~~will~~MediaNet as a result of the Company’s failure to pay ~~Zuora~~MediaNet ~~$150,000~~past due balances for the ~~first~~services ~~year~~they provided under the MediaNet Service Agreement. To date, the Company has not received a notice of default from MediaNet. Now that the ~~three-year~~Holdings ~~agreement~~Offerings ~~for~~have ~~Zuora~~been completed, we plan to ~~provide~~enter ~~subscription~~into ~~services~~a toline of credit agreement with Holdings and cure the ~~Company~~default under the MediaNet Service Agreement.

We ~~are~~entered ininto ~~default~~an ~~under~~agreement ~~our~~(“Zuora ~~Sponsorship~~Master Subscription Agreement”) with Zuora, Inc. (“Zuora”) on July 31, 2014. Pursuant to the ~~"Live~~Zuora ~~Nation~~Master Subscription Agreement"), we planned to use Zuora’s technology platform to administer the subscription process related to credit card billing and collection. In accordance with ~~Live~~the ~~Nation~~Zuora ~~Marketing~~Master Subscription Agreement, ~~Inc~~Zuora was to provide the Company a non-exclusive, non-transferable worldwide limited license to use Zuora’s online integrated subscription management, billing, and data analysis services. ~~("Live~~The ~~Nation")~~initial asorder form covered the implementation and development period ending October 31, 2014. In addition, the Company agreed to an initial 36-month service term, subsequent to implementation through October 31, 2017. On October 12, 2016, the Company received a ~~result~~notice of default from Zuora, confirming that the Company’s was in default under its Zuora Master Subscription Agreement as a result of its failure to pay ~~Live~~Zuora ~~Nation~~ past due balances for the services they provided under the ~~Live~~Zuora ~~Nation~~Master Subscription Agreement. ToOn ~~date~~July 31, we2017, ~~have~~the ~~not~~Company ~~received~~and Zuora signed a ~~notice~~new order form (“New Order Form”) under the Zuora Master Subscription Agreement, providing for the full settlement and release of ~~default~~the parties from ~~Live~~all ~~Nation~~obligations under the old order form, dated July 31, 2014, in consideration for entering into the New Order Form. ~~The~~Pursuant to the New Order Form, the Company ~~intends~~will topay ~~cure~~Zuora $150,000 for the ~~default~~first ~~once~~year itof isthe ~~adequately~~three-year ~~funded~~agreement for Zuora to provide subscription services to the Company.

We are in default under our Sponsorship Agreement (the “Live Nation Sponsorship Agreement”) with Live Nation Marketing, Inc. (“Live Nation”) as a result of the Company’s failure to pay Live Nation past due balances for the services they provided under the Live Nation Sponsorship Agreement. To date, we have not received a notice of default from Live Nation. The Company intends to cure the default once it is adequately funded.

As of this date, we are in default of all of our vendor agreements as a result of not making the required payments.

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Results of Operations

Three -Month Period Ended September 30, ~~2016~~2017 Compared to Three -Month Period Ended September 30, ~~2015~~2016

Revenues

We have not generated any material revenues for the three months ended September 30, ~~2016~~2017 or ~~2015~~2016.

Operating Expenses

Overview

Total operating expenses for the three -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016 were $1357,~~759,180~~628 and $21,~~470~~759,~~886~~180, respectively. The decrease in total operating expenses of $~~711~~1,~~706~~401,552, or approximately 2980%, was primarily related to athe ~~decrease~~curtailment inof ~~research~~our ~~and~~business ~~development~~operations ~~costs~~in ~~offset~~August by2016. ~~increases~~Operating expenses in ~~general~~the third quarter of 2017 related primarily to legal expenses associated with the Line of Credit Note and ~~administrative~~Preferred ~~costs~~Stock Unit Offering, which closed on July 6, 2017 and ~~stock~~November ~~based~~16, ~~compensation~~2017, respectively. In anticipation of closing the Preferred Stock Unit Offering, third quarter 2017 expenses also included new vendor contracts, legal costs associated with label discussions and developer work.

Research and Development Expenses

For the three -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, research and development expenses were $1105,~~053,000~~821 and $1,~~902~~053,~~871~~000, respectively. Research and development expenses decreased by $~~849~~947,~~871~~179, or approximately 4590%, ~~primarily~~ due to a decrease in compensation costs of $198,000 related to the termination of all of our ~~employee~~employees ~~base~~in asAugust we2016, ~~experienced~~and ~~financial~~the ~~difficulties~~write off in 2016 ~~and~~of ~~had~~$500,000 toin label advances upon default of the agreements. In addition, with the curtailment of operations there was a decrease ~~our~~in ~~staffing~~hosting, development, content, marketing and ~~technical~~other ~~spending~~expenses of an aggregate of approximately $251,000, as compared to 2017.

General and Administrative Expenses

For the three -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, general and administrative expenses were $~~668~~251,~~083~~142 and $~~570~~668,~~379~~083, respectively. General and administrative expenses ~~increased~~decreased by $97416,~~704~~941, or approximately 1762%, primarily due to an ~~increase~~decrease in ~~legal~~distribution partner costs ~~related~~of toapproximately ~~raising capital for a financing that didn’t close~~$234,000 ~~non-cash expense for Content Provider Warrants issued to the three major music labels~~ and ana ~~increase~~decrease in ~~compensation~~marketing costs ~~related to the hiring~~ of ~~James~~approximately ~~Urie as Interim Chief Executive Officer~~$196,000.

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Stock based Compensation Expenses

For the three -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, stock based compensation expense were $~~35,984~~0 and ($735,~~536)~~984, respectively,. anThe ~~increase~~decrease of $4335,~~520.~~984 ~~The increase~~ was ~~primarily~~ due to the ~~issuance~~forfeiture of outstanding stock options toin ~~employees.~~the third quarter of 2016.

Other Income (Expense)

For the three -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, other income (expense) was $1,~~904~~353,~~630~~505 and $~~136~~1,~~864~~904,630, respectively. Other expense ~~increased~~decreased due to a $3965,~~010,980~~540 ~~increase~~decrease in interest expense resulting from a decrease in amortization of the debt discount for notes that fully matured in 2016. The decrease in interest expense was offset by the change in the fair value of derivative liabilities ~~offset~~of ~~by a~~ $1,~~228~~530,~~135 increase in interest expense~~857.

~~Nine~~40 ~~Month~~Table ~~Period~~Of ~~Ended September 30, 2016 Compared to Nine Month Period Ended September 30, 2015~~ Contents

Nine-Month Period Ended September 30, 2017 Compared to Nine-Month Period Ended September 30, 2016

Revenues

We have not generated any material revenues for the nine months ended September 30, ~~2016~~2017 or ~~2015~~2016.

Operating Expenses

Overview

Total operating expenses for the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016 were $6678,~~740,282~~230 and $76,~~051~~740,~~944~~282, respectively. The decrease in total operating expenses of $~~311~~6,~~662~~062,052, or approximately ~~4.4~~90%, was ~~primarily~~ related to a decrease in both general and administrative expenses and research and development expenses.

Research and Development Expenses

For the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, research and development expenses were $3186,~~942,067~~477 and $53,~~469~~942,~~040~~067, respectively. Research and development expenses decreased by $13,~~526~~755,~~973~~590, or approximately 2895%, ~~primarily~~ due to a decrease of $1,951,798 in compensation costs related to ~~our~~termination ~~employee~~of ~~base~~all asemployees wein ~~experienced~~August ~~financial~~2016 ~~difficulties~~and a decrease in ~~2016~~content ~~and~~related ~~had~~costs of $856,215 due to the 2016 write-off of advances, both of which resulted from the curtailment of operations in the third quarter of 2016. In addition, a decrease ~~our~~of ~~staffing~~$944,918 in hosting, development, marketing and ~~technical~~other ~~spending.~~expenses resulted from operations curtailment.

General and Administrative Expenses

For the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, general and administrative expenses were $2488,~~602,089~~223 and $12,~~394~~602,~~403~~089, respectively. General and administrative expenses ~~increased~~decreased by $12,~~207~~113,~~686,~~866 or approximately 8781%, primarily due to ~~payments~~a decrease in distribution partner costs of $967,402 due to the ~~major~~2016 ~~music~~acceleration ~~labels~~of warrant expense, ana ~~increase~~decrease in ~~costs~~marketing ~~related~~and tocommunications ~~raising~~of ~~capital~~$413,495, ~~for~~ a ~~financing~~decrease ~~that~~in ~~did~~wages ~~not~~of ~~close~~$347,276 and ana ~~increase~~decrease in ~~compensation~~legal costs of $446,757. The decrease in all expenses related to the ~~hiring~~curtailment of ~~James~~operations ~~Urie~~in as2016. ~~Interim~~In ~~Chief~~2017, ~~Executive~~expenses ~~Officer~~were for legal costs related to financing activities and expenses related to new vendor contracts, legal costs associated with label discussions and developer work.

Stock based Compensation Expenses

For the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, stock based compensation expense were $~~183,950~~0 and $~~166~~183,~~269~~950, respectively. Stock based compensation expenses ~~increased~~decreased by ~~approximately~~ $17183,~~681~~950, or ~~10.6~~100%, due to the ~~issuance~~forfeiture of unvested stock options in August of 2016 related to the termination of employees.

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Other Income (Expense)

For the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, other income (expense) was $~~915~~(911,~~658~~275) and $1915,~~409~~658,~~706,~~ respectively. Other income decreased by $~~494~~1,~~048~~826,933, or 35approximately 200%, primarily due to aan ~~$1,818,083~~ increase in the ~~change in~~ fair value of derivative liabilities, aof $~~464~~3,~~686~~817,201, ~~loss~~partially onoffset ~~extinguishment~~by ofa ~~derivative~~decrease ~~liabilities~~ in ~~the~~interest ~~nine~~expense ~~months~~of ~~ended~~$1,852,439 ~~September~~primarily ~~30,~~comprised ~~2015,~~of ~~offset~~the byamortization aof ~~$2,636,033~~the ~~increase~~debt indiscount ~~interest~~for ~~expense~~notes ~~and~~that afully ~~$120,266~~matured ~~loss~~in onthe ~~issuance~~third quarter of ~~convertible debt~~2016.

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Liquidity and Capital Resources

Sources of Liquidity

As of September 30, ~~2016~~2017, cash and cash equivalents were approximately $~~125~~42, as compared to $~~734~~1,508 at December 31, ~~2015~~2016.

As of September 30, ~~2016~~2017, we had a working capital deficit of $89,~~222~~932,~~520~~587. As of December 31, ~~2015~~2016, we had a working capital deficit of $48,~~288~~664,~~488~~956. The increase of $31,~~934~~267,~~032~~631, or approximately 9215%, in working capital deficit was attributable to an increase in accounts payable of $584,464, accrued and other current liabilities of $493,499, and an increase in ~~current~~derivative ~~convertible~~liabilities ~~promissory~~of ~~notes~~$128,238 ~~net,~~related ~~offset~~to byfinancing aactivities ~~decrease~~and invendor ~~accrued derivative liabilities~~contracts.

InOn ~~January~~April ~~2014~~12, ~~warrants~~2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016, we entered into Purchase Agreements with certain Secured Note Buyers, pursuant to ~~purchase~~which 14the Secured Buyers purchased Secured Notes in the aggregate principal amount of $2,~~315~~515,000 ~~shares~~(before deducting placement agent fees and expenses of ~~Common~~approximately $282,454). On November 16, 2017, simultaneous with the Initial Closing of the Preferred Stock ~~were~~Unit ~~exercised~~Offering, ~~resulting~~the Secured Noteholders, assigned, conveyed, transferred and set over to Holdings Inc. all of the Secured Noteholders’ right, title, interest and obligations in, ~~gross~~to ~~proceeds~~and under the Secured Notes, in the aggregate principal amount of $992,~~695~~515,000, with accrued and unpaid interest in the aggregate of $561,203, and all claims, suits, causes of action and any other rights thereunder, in exchange for units of securities of Holdings, at an exchange rate of $2.00 of principal and interest due under the Secured Notes per unit.

WeThe ~~raised~~net ~~aggregate~~proceeds ~~gross~~from ~~proceeds~~the ofHoldings ~~approximately~~Offerings, in the aggregate amount of $96,~~680~~932,~~000~~288 (after deducting fees and expenses related to the Holdings Offerings in ~~our~~the ~~2014~~aggregate ~~PPO~~amount ~~(before~~of ~~deducting~~$722,074 (including placement agent fees, legal fees and expenses ofand fees payable to the ~~2014~~escrow ~~PPO~~agent)) ofwill ~~approximately~~be $1used to pay the required Label Advances to the Music Labels sufficient to allow Holdings and/or the Company to proceed with soliciting subscriptions for CÜR Music,~~529~~ the Company’s Internet music service,~~000)~~ and to extend the Post-Closing Line of Credit Note, for up to the full amount of the aggregate net proceeds from the Holdings Offerings for up to the full amount of the aggregate net proceeds from the Holdings Offerings. We anticipate to be able to enter into structured settlements. The process for requesting and approving drawdowns on the Post-Closing Line of Credit Note is to be determined, and will be reflected in the definitive documentation for the transaction.

OnOur ~~April~~original 6agreements with Universal and Sony have been terminated and we were in default of our agreement with Warner. At the time of the Initial Closing of the Preferred Stock Unit Offering, ~~2015~~Holdings and the Company entered into revised agreements with Universal, weSony ~~raised~~and ~~aggregate~~Warner. ~~gross~~We ~~proceeds~~also plan to enter into content licensing agreements with certain independent music labels, music publishers and publisher rights organizations. The cost of entering into our previous content licensing agreements with major music labels, publisher rights organizations and publishers, including legal and consulting fees was approximately $39,~~234~~000,000, inthe ~~our~~majority ~~Offer~~of which was to ~~Amend~~be ~~and~~paid ~~Exercise~~through ~~Warrants~~initial ~~(before~~prepayments ~~deducting~~to ~~placement~~the ~~agent~~content ~~fees~~providers. ~~and~~Under ~~expenses~~the ofNew Music Label Agreements, the ~~Offer~~initial prepayments to ~~Amend~~content ~~and~~providers ~~Exercise~~were ~~Warrants~~significantly oflower ~~approximately~~than the previous $~~417~~9,000),000. If we are able to secure adequate financing, we intend to have a dedicated team of software engineers, led by our Chief Technology Officer and Chief Operating Officer, working on enhancing the technology platform, as well as the iOS and Android applications and the CÜR Music website.

OnNot ~~October~~including ~~20,~~non-cash ~~2015~~expenses, ~~October~~we ~~26,~~have ~~2015,~~spent ~~November~~approximately 13$22, ~~2015~~600,000 ~~November~~on ~~24,~~research ~~2015,~~and ~~November 30~~development, ~~2015,~~sales ~~December~~and ~~30,~~marketing ~~2015~~ and ~~January~~general ~~14,~~and ~~2016~~administrative wecosts ~~entered~~to ~~into~~complete ~~Purchase~~the ~~Agreements~~development ~~with~~of ~~certain~~the ~~Unsecured~~CÜR ~~Note Buyers~~Music, ~~pursuant~~for tothe ~~which~~time period since the ~~Unsecured~~Contribution ~~Buyers~~in ~~purchased~~January ~~Unsecured~~2014 ~~Notes~~through inthe third quarter of 2017. Of the ~~aggregate~~total ~~principal~~$22,600,000, ~~amount~~a total of approximately $216,~~113~~100,000 was related to research and development and approximately $6,500,000 ~~(before~~was ~~deducting~~related ~~fees~~to general and ~~expenses~~administrative ofcosts. In addition to the aforementioned costs, we expect to pay approximately $453,000),000 dollars as prepayments in connection with the agreements that we plan to have with the major music labels, independent labels and publishers.

On42 ~~April~~Table ~~12,~~Of 2016, April 15, 2016, May 26, 2016, June 7, 2016 and July 20, 2016, we entered into Purchase Agreements with certain Secured Note Buyers, pursuant to which the Secured Buyers purchased Secured Notes in the aggregate principal amount of $2,515,000 (before deducting placement agent fees and expenses of approximately $282,454).Contents

~~Our~~We ~~agreements~~expect ~~with~~to ~~UMG~~bring ~~and~~CÜR ~~SME~~Music ~~have~~to ~~been~~market, ~~terminated~~in ~~and~~the wesecond ~~are~~or inthird quarter ~~default~~ of ~~our~~2018. ~~agreement~~As ~~with~~of ~~Warner.~~September If30, 2017, we ~~are~~continued ~~able~~ to ~~secure~~pursue ~~adequate~~sources ~~financing,~~of weequity ~~intend~~and/or todebt ~~enter~~financing ~~into~~to ~~revised~~support ~~agreements~~our ~~with~~operations. ~~UMG,~~We ~~SME~~were ~~and~~not ~~Warner.~~successful Wein ~~also~~raising ~~plan~~the tonecessary ~~enter~~funds ~~into~~as ~~content~~of ~~licensing~~September ~~agreements~~30, ~~with~~2017. ~~certain~~We ~~independent~~cannot ~~music~~launch ~~labels,~~our music ~~publishers~~streaming product and ~~publisher~~platform ~~rights~~until ~~organizations.~~we ~~The~~have ~~cost~~raised ofthe ~~entering~~necessary ~~into~~funds. ~~our~~We ~~previous~~need ~~content~~to ~~licensing~~raise ~~agreements~~a ~~with~~substantial ~~major~~amount ~~music~~of ~~labels~~capital, ~~publisher~~to ~~rights~~fully ~~organizations~~implement ~~and~~our ~~publishers~~business ~~including~~plan, ~~legal~~market ~~and~~CÜR ~~consulting~~Music, ~~fees~~for ~~was~~additional ~~approximately~~content $9license costs,~~000,000,~~ ~~the~~and ~~majority~~for ofgeneral ~~which~~working ~~was~~capital. ~~initial~~There ~~prepayments~~can tobe ~~content~~no ~~providers.~~assurance Ifthat wefinancing ~~are~~will ~~able~~be toavailable ~~secure~~when ~~adequate~~required ~~financing,~~in wesufficient ~~expect~~amounts, ~~the~~on ~~initial~~acceptable ~~prepayments~~terms toor ~~content~~at ~~providers~~all. toIf bewe ~~significantly~~are ~~lower~~unsuccessful ~~than~~at ~~the~~raising ~~previous~~sufficient $9funds,~~000,000.~~ Iffor wewhatever ~~are~~reason, ~~able~~ to ~~secure~~fund ~~adequate~~our ~~financing~~operations, we ~~intend~~may be forced to ~~have~~seek a ~~dedicated~~buyer ~~team~~for ofour ~~software~~business ~~engineers,~~or ~~led~~seek bya ~~our~~similar ~~Chief~~transaction. ~~Technology~~If ~~Officer~~all ~~and~~of ~~Chief~~these ~~Operating~~alternatives ~~Officer~~fail, ~~working~~we onexpect ~~enhancing~~that ~~the~~we ~~technology~~will ~~platform,~~be asrequired ~~well~~to asseek ~~the~~protection ~~iOS~~from ~~and~~creditors ~~Android~~under ~~applications~~applicable ~~and~~bankruptcy ~~the CÜR Music website~~laws.

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Not including non-cash expenses, we have spent approximately $21,600,000 on research and development, sales and marketing and general and administrative costs to complete the development of the CÜR Music, for the time period since the Contribution in January 2014 through the third quarter of 2016. Of the total $21,600,000, a total of approximately $15,900,000 is related to research and development and approximately $5,700,000 is related to general and administrative costs. In addition to the aforementioned costs, we expect to pay approximately $3,000,000 dollars as prepayments in connection with the agreements that we plan to have with the major music labels, independent labels and publishers

In order to bring CÜR Music to market, we need to raise a substantial amount of capital, to implement our business plan, market CÜR Music, for content license costs, and for general working capital. There can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or seek a similar transaction. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

Net Cash Used in Operating Activities

Net cash used in operating activities was $261,~~650,776~~431 for the nine -month period ended September 30, ~~2016~~2017, as compared to net cash used of $52,~~973~~789,~~358~~658 for the nine -month period ended September 30, ~~2015~~2016. The decrease of $32,~~322~~728,~~582~~227, or approximately 5698%, in net cash used in operations was primarily due toa andecrease ~~increase~~ in ~~accrued and other current liabilities of $1,679,563, an increase in accounts payable of $1,445,081, an increase in~~ non-cash interest expense of approximately $2,~~307~~000,~~968~~000, offset by aan ~~decrease~~increase of $3,~~688~~817,~~963~~201 in change in fair value of derivative liabilities. Accounts payable and accrued liabilities increased by approximately $1,000,000.

Net Cash Provided by (Used in) Investing Activities

During the nine -month periods ended September 30, ~~2016~~2017 and ~~2015~~2016, net cash provided by and used in investing activities was $0 and $1918,~~256~~616, respectively. The current year decrease was due to the ~~company~~Company not spending any funds on equipment.

Net Cash Provided by Financing Activities

During the nine -month period ended September 30, ~~2016~~2017 and ~~2015~~2016, we received $259,~~656,000~~965 and $2,~~819~~656,~~366~~000, ~~respectively~~in financing. In 2017, we received proceeds from the Line of Credit Note (previously discussed), and, in 2016, we received proceeds from the sale of convertible notes. In the nine months ended September 30, ~~2016~~2017 and ~~2015~~2016, payments on notes payable were $~~5,833~~0 and $215,~~269~~833, respectively.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

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Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC'’s rules and forms and that such information is accumulated and communicated to our senior management, currently consisting of Thomas Brophy, our President, and Chief Executive Officer, ~~Interim~~(Principal ~~Chief~~Executive ~~Financial~~ Officer) and ~~Treasurer~~Kelly ~~(Principal~~Sardo ~~Executive~~our Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our senior management, currently consisting of Thomas Brophy, our President, and Chief Executive Officer, ~~Interim~~(Principal ~~Chief~~Executive ~~Financial~~ Officer) and ~~Treasurer~~Kelly ~~(Principal~~Sardo ~~Executive~~our Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures existing as of September 30, ~~2016~~2017. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, Thomas Brophy, our President, and Chief Executive Officer, ~~Interim~~(Principal ~~Chief~~Executive ~~Financial~~ Officer) and ~~Treasurer~~Kelly ~~(Principal~~Sardo ~~Executive~~our Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer), concluded that our disclosure controls and procedures were not effective as of such date.

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Changes in Internal Control over Financial Reporting

During our third fiscal quarter, and through the date hereof, the following changes occurred in our internal control over financial reporting:

· On ~~August~~October 1131, ~~2016~~2017, ~~Sanjan~~Thomas ~~Dhody~~Brophy ~~resigned~~was asappointed ~~a member of the Board. As a result of his resignation, Mr. Dhody relinquished his roles~~ as ~~a member of~~ our ~~Compensation Committee~~President, ~~our~~Chief ~~Nominating~~Executive ~~and~~Officer, ~~Corporate~~Interim ~~Governance~~Chief ~~Committee~~Financial Officer and ~~our Audit Committee~~Treasurer, ~~including~~and as our ~~"audit~~“Principal ~~committee~~Executive ~~financial expert." Following Mr. Dhody’s resignation~~Officer, wePrincipal ~~had~~Financial noOfficer ~~directors~~and ~~that~~Principal ~~would~~Accounting ~~qualify~~Officer” asfor ~~"independent"~~SEC asreporting ~~that term is defined by Nasdaq Listing Rule 5605(a)(2), or that meet the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended~~purposes. · On ~~August~~November 1216, ~~2016~~2017, ~~James~~William ~~Urie~~West ~~resigned~~Duker asand ~~Executive~~Edward ~~Chairman of the Board~~P. HeSwyer ~~also~~were ~~resigned~~appointed as ~~our~~members ~~Interim President and Interim Chief Executive Officer as~~ of ~~such~~our ~~date.~~board ~~As a result~~ of ~~his resignation, Mr~~directors. ~~Urie has relinquished his role as the Company's "Principal Executive Officer" for Securities and Exchange Commission ("SEC") reporting purposes.~~ · On ~~August~~February 1612, ~~2016~~2018, weThomas ~~terminated~~Brophy ~~Kelly~~resigned ~~Sardo~~ as our interim Chief Financial Officer and Treasurer. As a result of ~~her~~Mr. ~~termination~~Brophy’s resignation as our interim Chief Financial Officer and Treasurer, ~~Ms.~~he ~~Sardo~~relinquished nohis ~~longer~~role ~~serves~~ as the Company'’s "“Principal Financial ~~and Accounting~~ Officer"” for SEC reporting purposes. At· ~~this~~Effective ~~time,~~immediately ~~Ms. Sardo continues to serve~~ as ~~our~~of ~~Secretary~~Mr. · InBrophy’s ~~addition~~resignation, onKelly ~~August~~Sardo ~~16,~~was ~~2016,~~appointed ~~we terminated William Campbell~~ as our Chief ~~Strategy~~Financial Officer, ~~John~~and ~~Egazarian~~Treasurer. asShe ~~our~~also ~~Chief~~continues ~~Operating Officer, Michael Betts~~ as our ~~Chief Technology Officer~~Secretary, ~~J.P.~~a ~~Lespinasse~~title asshe ~~our~~has ~~Chief~~held ~~Marketing~~since ~~Officer~~May ~~and~~26, ~~Joseph LaPlante as our Chief Content Officer~~2015. · OnIn ~~August 16~~addition, ~~2016,~~for weSEC ~~were~~reporting ~~forced to lay off all of our employees and cease significant operations. · On August 20~~purposes, ~~2016, William Campbell resigned as a member of the Board~~Ms. · OnSardo ~~October 31, 2017, Thomas Brophy~~ was ~~appointed~~designated as our ~~President, Chief Executive Officer, Interim Chief Financial Officer and Treasurer, and our "~~“Principal ~~Executive Officer, Principal~~ Financial Officer ~~and Principal Accounting Officer" for SEC reporting purposes~~. ”

AsWe ~~a result of the foregoing changes in management, we now have only one director, Thomas Brophy, on our Board. In addition, we~~ no longer have a properly constituted Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee. We also have a lack of independent directors on our board of directors.

These changes, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, were identified in connection with the evaluation we conducted of the effectiveness of our internal control over financial reporting as of September 30, ~~2016~~2017.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WeThe ~~are~~Company indefaulted ~~default~~ under ~~our~~its ~~Master Multiple Services Agreement (the "~~Digitas Agreement") with Digitas, ~~Inc. ("Digitas")~~ as a result of the Company’s failure to pay Digitas past due balances for the services ~~they~~Digitas provided under the Digitas Agreement. Digitas ~~has~~ filed a claim against usthe Company for andamages in the aggregate amount of $650,000, together with pre-judgment interest, post-judgment interest, costs, and attorneys’ fees. WeOn ~~are~~November 15, 2017, the Company entered into a Settlement Agreement with Digitas, pursuant to which the Company agreed to pay Digitas an aggregate of $400,000, in full settlement of any and all claims arising from or relating to amounts due under the ~~process~~Master Multiple Services Agreement. Digitas agreed to release the Company from any further Claims, subject only to the Company meeting its payment obligations under the Settlement Agreement and the Digitas Note. Simultaneously with the execution of ~~negotiating~~the Settlement Agreement, the Company issued a ~~settlement~~Promissory Note to Digitas (the “Digitas Note”) in the principal amount of $400,000. Pursuant to the Digitas Note, the Company is required to pay Digitas (a) a First Payment of $100,000 on or before November 17, 2017, $100,000 on the eight (8) month anniversary of the First Payment, and (c) $200,000.00 on the one (1) year anniversary of the First Payment. If the Company defaults on its payment obligations under the Digitas Note, after notice and failure to cure, Digitas may file a Consent Judgment for the full Claimed Amount, less payments already made, if any, together with post-judgment interest and reasonable attorneys’ fees and costs incurred by Digitas for purposes of collection. On November 16, 2017, the Company made the First Payment of $100,000 to Digitas.

Certain of ~~CÜR~~the ~~Media~~Company’s former employees have filed claims against the Company for payment of unpaid wages totaling $50,000, which remain outstanding. In addition, the Company has agreed to settlements on other employee claims totaling $237,343., ~~The~~which ~~Company~~also ~~expects~~remain tooutstanding. ~~pay these claims and settlements once adequate financing has been secured~~

Cybercoders, Inc. (“Cybercoders”), a recruiter we used in connection with certain employee placements, has filed a claim against the Company for failure to pay Cybercoders past due balances for the services they provided. The Company and Cybercoders have agreed to a settlement amount of $5,000.

24G, LLC (“24G”), a consultant that provided us with marketing services, has filed a claim against the Company for failure to pay 24G past due balances in the amount of $71,898 for the services they provided. The Company ~~intends~~and 24G agreed to ~~settle~~a ~~once~~settlement itamount isof ~~adequately~~$5,000. ~~funded~~Following the closing of the Preferred Stock Unit Offering, the settlement with 24G was paid.

A consultant that provided us with software development services, has filed a claim against the Company for failure to pay past due balances for services provided. A judgement was entered and recorded in the Circuit Court for Montgomery County, Maryland for $60,000. Following the closing of the Preferred Stock Unit Offering, $10,000 of the judgement was paid by the Company.

An attorney for iTexico LLC (“iTexico”), a software developer we used, has contacted the Company in an effort to collect $53,750 of past due balances iTexico claims it is owed for the services they provided. The Company reached a settlement amount of $9,000 with iTexico and paid the amount in November 2017.

OnWe ~~July~~are ~~19,~~currently ~~2017,~~not weaware ~~received a “Wells Notice” from the staff (the “Staff”)~~ of ~~the~~any ~~SEC.~~other ~~The~~pending ~~Wells~~legal ~~Notice provides us with notification that the Staff has made a preliminary determination to recommend that the SEC institute administrative~~ proceedings ~~against the Company pursuant~~ to ~~Sections~~which ~~12(j)~~we ~~and~~are ~~12(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based solely upon our failure to comply with our reporting obligations under Section 13(~~a) ofparty ~~the~~or ~~Exchange Act. Section 12(j) grants the SEC the right, after notice and opportunity for a hearing, to revoke the registration~~ of a security. Section 12(k) grants the SEC the right to suspend trading in a security. In accordance with SEC rules, on August 25, 2017, we made a written submission to the SEC in response to the Wells Notice, in which, ~~among~~any ~~other~~of ~~things, we conveyed~~ our ~~present~~property ~~intention~~is ~~to file~~ the ~~delinquent reports and become current with our SEC filing requirements and~~subject, asnor ~~such,~~are ~~set forth the reasons why the proposed enforcement action should not be filed. While no assurances can be made,~~ we ~~believe~~aware ~~that, as a result~~ of ~~making~~any ~~these filings, the SEC will have no further reason to institute the proposed administrative proceedings, or, if instituted, to continue~~ such proceedings. ~~However, there can be no assurance~~ that ~~the~~are ~~SEC~~contemplated ~~will~~by ~~not~~any ~~bring~~governmental ~~an enforcement action against the Company, which could result in a trading suspension of our Common Stock and the de-registration of our securities under the Exchange Act~~authority. ~~Administrative proceedings, if instituted, will be held before an administrative law judge.~~

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ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Other than as reported in our Current Reports on Form 8-K, or prior periodic reports, we have not sold any of our equity securities during the period covered by this Quarterly Report, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On October 12, 2016, October 15, 2016, November 26, 2016, December 7, 2016, December 20, 2016 and January 20, 2017, the principal and any accrued and unpaid interest on our outstanding Secured Notes ~~and Additional Secured Notes~~ in the aggregate principal amount of $2,515,000 became due and payable. We were unable to repay the noteholders at that time. Pursuant to the terms of the Secured Notes ~~and Additional Secured Notes~~, our failure to pay any principal or interest within 5 days of the date such payment is due ~~will~~constituted ~~constitute~~ an event of default. Following the occurrence of an event of default, among other things, the interest rate on the Secured Notes ~~and Additional Secured Notes~~ increased to 15%. In addition to other remedies available to the noteholders, our obligation to repay amounts due under the Secured Notes ~~and Additional Secured Notes~~ is secured by a first priority security interest in and lien on all of our assets and property. On November 16, 2017, the Secured Noteholders assigned, conveyed, transferred and set over to Holdings all of their right, title, interest and obligations in, to and under the Secured Notes, and all claims, suits, causes of action and any other rights thereunder. As a result, Holdings became the sole payee under the Secured Notes.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Termination of Officers~~None

On46 ~~August~~Table ~~16,~~Of 2016, we terminated Kelly Sardo as our Chief Financial Officer and Treasurer. As a result of her termination as Chief Financial Officer and Treasurer, Ms. Sardo no longer serves as the Company's "Principal Financial and Accounting Officer" for SEC reporting purposes. At this time, Ms. Sardo continues to serve as our Secretary.Contents

In addition, on August 16, 2016, we terminated William Campbell as our Chief Strategy Officer, John Egazarian as our Chief Operating Officer, Michael Betts as our Chief Technology Officer, J.P. Lespinasse as our Chief Marketing Officer and Joseph LaPlante as our Chief Content Officer.

On August 16, 2016, we were forced to lay off all of our employees and cease significant operations.

ITEM 6. EXHIBITS

In reviewing the agreements included as exhibits to this Quarterly Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

	·	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

	·	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

	·	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

	·	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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The following exhibits are included as part of this report:

Exhibit No.	SEC Report Reference No.	Description
4.1	4.5	Form of 12% Senior Secured Convertible Promissory Note (Second Convertible Note Offering) (1)
31.1	*	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4.2	4.6	Form of Unit Warrant (Second Convertible Note Offering) (1)
31.2	*	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4.3	4.7	Form of Placement Agent Warrant (Second Convertible Note Offering) (1)
32.1	*	Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.4	4.4	Form of 12% Senior Secured Convertible Promissory Note (Third Convertible Note Offering) (2)
32.2	*	Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.5	4.5	Form of Unit Warrant (Third Convertible Note Offering) (2)
4.6	4.6	Form of Placement Agent Warrant (Third Convertible Note Offering) (2)
10.1	10.31	Placement Agent Agreement by and between the Registrant and Katalyst Securities LLC (Second Convertible Note Offering) (1)
10.2	10.32	Form of Securities Purchase Agreement among the Registrant and the investors party thereto (Second Convertible Note Offering) (1)
10.3	10.33	Escrow Agreement by and among the Registrant, Katalyst Securities LLC and Delaware Trust Company, as escrow agent (Second Convertible Note Offering) (1)
10.4	10.34	Form of Security Agreement among the Registrant and the secured parties (Second Convertible Note Offering) (1)
10.5	10.5	Placement Agent Agreement by and between the Registrant and Katalyst Securities LLC (Third Convertible Note Offering) (2)
10.6	10.6	Form of Securities Purchase Agreement among the Registrant and the investors party thereto (Third Convertible Note Offering) (2)
10.7	10.7	Escrow Agreement by and among the Registrant, Katalyst Securities LLC and Delaware Trust Company, as escrow agent (Third Convertible Note Offering) (2)
10.8	10.8	Form of Security Agreement among the Registrant and the secured parties (Third Convertible Note Offering) (2)
31.1/31.2	*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2	*	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

~~_____~~______

* Filed herewith

(1)	Filed with the SEC on April 14, 2016, as an exhibit, numbered as indicated above, to the Registrant's Annual Report on Form 10-K, for the fiscal year ended December 31, 2015, which exhibit is incorporated herein by reference.
(2)	Filed with the SEC on October 31, 2017, as an exhibit, numbered as indicated above, to the Registrant's Quarterly Report on Form 10-Q, for the fiscal quarter ended June 30, 2016, which exhibit is incorporated herein by reference.

Table Of Contents

20 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CÜR MEDIA, INC.
Dated: November 2, 2017	By:	/s/ Thomas Brophy
Dated: April 17, 2018	By:	/s/ Thomas Brophy
	Name:	Thomas Brophy
	Title:	President, and Chief Executive Officer, ~~Interim Chief Financial Officer and Treasurer~~ (Principal Executive Officer ~~and Principal Financial Officer~~)
Dated: April 17, 2018	By:	/s/ Kelly Sardo
	Name:	Kelly Sardo
	Title:	Chief Financial Officer, Secretary and Treasurer
		(Principal Financial Officer)

2148 Table ofOf Contents

EXHIBIT INDEX

Exhibit No.	SEC Report Reference No.	Description
4.1	4.5	Form of 12% Senior Secured Convertible Promissory Note (Second Convertible Note Offering) (1)
31.1	*	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4.2	4.6	Form of Unit Warrant (Second Convertible Note Offering) (1)
31.2	*	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4.3	4.7	Form of Placement Agent Warrant (Second Convertible Note Offering) (1)
32.1	*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.4	4.4	Form of 12% Senior Secured Convertible Promissory Note (Third Convertible Note Offering) (2)
32.2	*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.5	4.5	Form of Unit Warrant (Third Convertible Note Offering) (2)
4.6	4.6	Form of Placement Agent Warrant (Third Convertible Note Offering) (2)
10.1	10.31	Placement Agent Agreement by and between the Registrant and Katalyst Securities LLC (Second Convertible Note Offering) (1)
10.2	10.32	Form of Securities Purchase Agreement among the Registrant and the investors party thereto (Second Convertible Note Offering) (1)
10.3	10.33	Escrow Agreement by and among the Registrant, Katalyst Securities LLC and Delaware Trust Company, as escrow agent (Second Convertible Note Offering) (1)
10.4	10.34	Form of Security Agreement among the Registrant and the secured parties (Second Convertible Note Offering) (1)
10.5	10.5	Placement Agent Agreement by and between the Registrant and Katalyst Securities LLC (Third Convertible Note Offering) (2)
10.6	10.6	Form of Securities Purchase Agreement among the Registrant and the investors party thereto (Third Convertible Note Offering) (2)
10.7	10.7	Escrow Agreement by and among the Registrant, Katalyst Securities LLC and Delaware Trust Company, as escrow agent (Third Convertible Note Offering) (2)
10.8	10.8	Form of Security Agreement among the Registrant and the secured parties (Third Convertible Note Offering) (2)
31.1/31.2	*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2	*	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

~~______~~_____

* Filed herewith

(1)	Filed with the SEC on April 14, 2016, as an exhibit, numbered as indicated above, to the Registrant's Annual Report on Form 10-K, for the fiscal year ended December 31, 2015, which exhibit is incorporated herein by reference.
(2)	Filed with the SEC on October 31, 2017, as an exhibit, numbered as indicated above, to the Registrant's Quarterly Report on Form 10-Q, for the fiscal quarter ended June 30, 2016, which exhibit is incorporated herein by reference.

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