Filed 2025-09-11 · Period ending 2025-05-31 · 30,640 words · SEC EDGAR
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# Transglobal Management Group, Inc. (TMGI) — 10-K
**Filed:** 2025-09-11
**Period ending:** 2025-05-31
**Accession:** 0001683168-25-006872
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1434601/000168316825006872/)
**Origin leaf:** 0129f67c96bd3f69a31e0e01fcba0469a3cf06e2767f2466861d66e460db2560
**Words:** 30,640
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Table of Contents
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington,
DC 20549**
**FORM 10-K**
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Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 | |
**For the year ended May 31, 2025**
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Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 | |
For the transition period from ________ to ________.
Commission file number: 000-54163
**THE MARQUIE GROUP, INC.**
*(Exact name of registrant as specified in its
charter)*
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Florida |
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26-2091212 | |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) | |
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7901 4th St. N, Ste. 4887, St. Petersburgh, FL
(Address of principal executive offices)
33702
(Zip Code) | |
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Registrants telephone number, including
area code: (800) 351-3021
Securities registered pursuant to Section12(b)of
the Act:
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Title of each class |
Trading Symbol |
Name of exchange on which registered | |
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Common stock, $0.001 par value |
TMGI |
OTC Markets | |
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section12(g)of
the Act None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo
Indicate by check mark whether the issuer (1)
filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. YesNo
Indicate by check mark whether the registrant
has submitted electronically 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 such files). YesNo
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.
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Large accelerated filer |
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Accelerated filer | |
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Non-accelerated filer |
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Smaller reporting company | |
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Emerging Growth | |
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
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo
Based on the closing price of our common stock
as listed on the OTC Bulletin Board, the aggregate market value of the common stock of The Marquie Group, Inc. held by non-affiliates
as of August 26, 2025, was $114,050.
As of September 5, 2025, there were 4,212,497,884 shares of common
stock issued and outstanding.
**DOCUMENTS INCORPORATED BY REFERENCE**: None.
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**THE MARQUIE GROUP, INC., AND SUBSIDIARIES**
**2025 FORM 10-K ANNUAL REPORT**
****
**TABLE OF CONTENTS**
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PART I |
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Item 1. |
Business |
1 | |
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Item 1A. |
Risk Factors |
10 | |
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Item 1B. |
Unresolved Staff Comments |
10 | |
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Item 1C. |
Cybersecurity |
10 | |
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Item 2. |
Properties |
10 | |
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Item 3. |
Legal Proceedings |
10 | |
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Item 4. |
Mine Safety Disclosures |
10 | |
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PART II |
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11 | |
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Item 5. |
Market for Registrants Common Equity, Related Stockholders Matters and Issuers Purchases of Equity Securities |
11 | |
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Item 6. |
Selected Financial Data |
12 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
20 | |
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Item 8. |
Financial Statements and Supplementary Data |
20 | |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
38 | |
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Item 9A. |
Controls and Procedures |
38 | |
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Item 9B. |
Other Information |
39 | |
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PART III |
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40 | |
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Item 10. |
Directors, Executive Officers, and Corporate Governance |
40 | |
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Item 11. |
Executive Compensation |
42 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters |
43 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
44 | |
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Item 14. |
Principal Accountant Fees and Services |
45 | |
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PART IV |
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46 | |
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Item 15. |
Exhibits and Financial Statement Schedules |
46 | |
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Item 16. |
Form 10-K Summary |
46 | |
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**CERTAIN DEFINITIONS**
Unless
the context requires otherwise, all references in this annual report to The Marquie Group, TMGI or the company,
including references to The Marquie Group by we us our and its refer to The Marquie
Group, Inc., and our subsidiaries.
**CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS**
The
Marquie Group makes forward-looking statements from time to time in both written reports (including this annual report)
and oral statements, within the meaning of federal and state securities laws. Disclosures that use words such as the company believes,
anticipates, estimates, expects, intends, will, may,
intends, could, would, should, seeks, predicts, or
plans and similar expressions are intended to identify forward-looking statements, as defined under the Private Securities
Litigation Reform Act of 1995.
You should not place undue
reliance on these forward-looking statements, which reflect our expectations based upon data available to the company as of the date of
this annual report. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from expectations. Except as required by law, the company undertakes no obligation to update or revise any forward-looking statements
made in this annual report. Any such forward-looking statements, whether made in this annual report or elsewhere, should be considered
in context with the various disclosures made by Salem about its business. These projections and other forward-looking statements fall
under the safe harbors of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (Exchange Act).
| | ii | | |
**PART I**
**ITEM 1. BUSINESS.**
**Relationship
with Music of Your Life, Inc. (MOYL)**
As
of May 31, 2025, TMGI beneficially owned 100% of the outstanding shares of MOYL common stock. MOYL is the longest running syndicated music
radio network in the world. MOYL provides radio programming 24 hours a day, 7 days a week to AM, FM, and HD stations across the United
States, and around the world over the internet.
**Relationship
with Simply Whim, Inc. (Whim)**
As
of May 31, 2025, TMGI beneficially owned 25% of the outstanding shares of Whim common stock. Whim is a direct to consumer, skin care and
healthy supplements brand dedicated to high quality, safe and efficacious beauty enhancing products. Simply Whim currently buys radio
commercials from the Company for broadcast on the Music of Your Life network.
**Corporate Information**
The Marquie Group, Inc. is
an emerging direct-to-consumer firm specializing in marketing, product development, and broadcasting, including a syndicated radio network.
We promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio content for our audience.
We
have two operating segments: (1) Broadcast and (2) Health and Beauty, which also qualify as reportable segments. Our operating segments
reflect how we assess the performance of each operating segment and determine the appropriate allocations of resources to each segment.
We continually review our operating segment classifications to align with operational changes in our business and may make changes as
necessary.
We
measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs
related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated
corporate expenses in our consolidated statements of operations included in this annual report. We also exclude costs such as amortization,
depreciation, taxes, and interest expense when evaluating the performance of our operating segments.
Business Strategy
The pandemic of 2020 had a
profound impact on our company, leading to a decrease in advertising revenue, the loss of key on-air personalities to illness, and the
closure of our main production facility. These challenges necessitated a thorough reevaluation of our business model. Through extensive
planning, we devised a new marketing strategy focused on revitalizing the company. This strategy required a significant transformation,
integrating tangible goods and services to complement our existing revenue stream from radio advertising, while also establishing a new,
independent, and profitable enterprise. To bring this vision to life, we recapitalized the company, forged a partnership with a business
ally aligned with our goals, and secured new investment. This pivotal shift led to taking a stake in Simply Whim and their Whim line of
products.
Over the past few years, several
changes in the micro-cap space have contributed to the downfall of many microcap companies. Stock brokerage firms have tightened their
requirements regarding stocks priced below $0.01 and, in many instances, have refused to handle small-cap stocks altogether. Consequently,
investor interest in this space has diminished. Our company remains reliant on investor support to provide sufficient working capital
until we can independently generate enough revenue to maintain operations independently.
We are currently raising capital
using two active S-1 Registrations with two separate funding groups. The details of which may be found on the Security and Exchange Commission's
website. As a result, shareholders should anticipate dilution in the coming months as we draw down on these equity lines. Without these
or similar investment vehicles, our Company would face serious challenges meeting its objectives.
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Our commitment to offering
products that utilize safe and effective ingredients to promote whole-body health, with a particular focus on anti-aging and cancer prevention,
remains steadfast. Our products are manufactured in the United States while adhering to strict global standards. This dedication to quality
means that we may choose not to switch to other products or ingredients, even if more profitable opportunities arise. We promote these
products across our broadcast network, including local radio stations, internet streaming, and social media platforms.
In addition to our efforts
with Whim products, we remain committed to enhancing our radio network. We continue to improve the Music of Your Life website to include
new music channels, and syndicated offerings. These features are supported by strong intellectual property, and branding. We are also
expanding our audience reach through various social media platforms such as Facebook, X (Twitter), Rumble, Truth Social, adding Tick Tock
in the near future.
**The Marquie Group, Inc.**
The Marquie Group manages
corporate governance of its wholly owned subsidiaries, secures financing for operations, seeks out products and companies for acquisition
and implements the marketing plan of the Company to achieve profitability. Our primary objective is to expand our listening audience by
way of growing our affiliate base, develop or acquire captivating products and advertise them on our radio network enhanced by extensive
social media footprint of more than 400,000 followers.
**Music of Your Life**
Music of Your Life produces
and delivers radio programming to affiliated AM, FM, and HD radio stations across the country and around the world over the internet.
Since our launch in 1978, Music of Your Life has been broadcasting continuously more than 400-thousand hours making it the longest running,
non-stop radio program in the world. Terrestrial radio stations from around the country carry Music of Your Life programming on an advertising
barter arrangement, whereby Music of Your Life owns three minutes per hour for network commercials which are aired by the station in that
city. This gives us direct access to our listeners at a local level to advertise our goods and services. The same Music of Your Life broadcast
heard on local radio, is also simulcast over the internet, and heard around the world to more than 90-countries. We own 12 minutes of
advertising time over the internet allowing us to reach our listeners on a national level. Music of Your Life is an automated delivery
of live recordings. Several moving parts must come together seamlessly to deliver smooth sounding broadcast free of technical
issues, including compelling programming delivered by announcers. Once the show leaves the studio, significant layers of technology are
deployed right up the point the sound is heard by the listener on either their car radio, portable radio, cell phone, computer, or intelligent
television.
Our Music of Your Life song
catalogue is compiled of more than 100,000 titles. Many of these songs include difficult to find older recordings that originated on long
play records (LPs) which date back to the turn of the 20th century. We also have our entire catalogue on several hundred
reel-to-reel tapes which preserve the high quality of the originals. We have transferred much of this music to a lossless digital format
known as the Waveform Audio File Format (WAV). These WAV files are of a very large size and take up tremendous hard drive space, therefore,
we have converted our entire catalogue to the MPEG-1 Audio Layer 3 format (MP3).
Advancing software and hardware technology in the music space has reached a pinnacle with a recent lossless format called FLAC, or *Free**LosslessAudio
Codec*. This technology offers amazing CD quality reproduction in a small file size. An
effort is underway to convert the entire Music of Your Life catalogue from the original source material to the FLAC format offering our
listeners a much-improved experience which cannot be found on any free streaming service today.
Looking ahead, we have an
ambitious sales forecast for the growth of Music of Your Life, positioning it as the definitive listener destination for the Great American
Songbook, spanning iconic hits from the 1920's to the early 21st century. Leveraging cutting-edge audio reproduction and broadcasting
technology, we aim to offer an unparalleled listening experience that outshines any of our competitors' offerings, regardless of price
point.
The focus for 2025 onward
is to add affiliated radio stations, increasing the syndication footprint and listeners. Most of these new stations will be on a monthly
payment schedule instead on commercial barter which will provide a new recurring revenue stream for the Company. The recent move by the
FCC to allow AM stations to re-broadcast on an FM signal, has seen increased popularity in broadcast radio stations. opened-up the door
for ne
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With the 50th anniversary
of Music of Your Life just a couple years away, preparations are underway for a commemorative broadcast, and possibly a television show,
featuring highlights of the past 5 decades of America's Radio Network. Featured in TV shows, movies, and publications, Music of Your Life
has aired on more than 1,500 radio stations across the country reaching more than 100-million pops. With more than 400-thousand hours
of non-stop broadcasting, Music of Your Life is considered by many to be the longest running music radio network in the world. Truly an
American Icon. Additionally, we plan to syndicate our Street Talk feature for an additional revenue stream charging a monthly fee for
the service.
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Affiliates. We have affiliate radio station affiliates located in: New York City, NY; Los Angeles, CA; Tampa Bay, FL; Clearwater, FL; San Francisco, CA, Seattle, WA; Kansas City, KS; St. Louis, MO; and Portsmouth, OH. | |
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Simulcast. Our daily broadcast show simulcast is delivered over the internet to more than 90-countries. | |
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Programming. We arrange our music programming into various dayparts including Adult Standards, Decades of Hits, 50s at 5, 60s at 6, 70s at 7, and Juke Box Saturday Night. | |
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Audio Technology. We use the Barix internet audio distribution system including their Reflector service for radio station affiliates (provides audio tone triggers for local automation computers). | |
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Streaming Technology. We use the Digital Ocean node system for backhauling our packet data directly from our broadcast automation system to Reflector. This provides a 99.99% uptime environment with very little packet loss, and low latency resulting in very high-quality audio throughput. We stream at a bitrate of 320 kbs. | |
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Internet Technology. We use high-speed fiber optic internet from Frontier Cable Business for a 99.99% uptime internet connection. | |
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Computer and Automation Technology. We use a computer system running Windows 11 with Station Playlist Studio Radio Automation System. We employ a full, redundant backup system for system failures. | |
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Music. We have a catalogue of more than 100,000 songs from the early 1900s to present day. Most of our music has been ripped from original sources such as long play records (LPs) or compact disks (CDs.) to WAV, AIFF and MP3 files. Because of improving internet broadcast technology, we have started the process of converting our original music files to the FLAC lossless codec for an unbeatable sound quality. | |
**Simply Whim**
Whim is a rising health and
beauty brand committed to delivering high-quality, safe, and effective health and beauty products, formulated through a fusion of Nature,
Nutrition, and Science. Established to fill the gap in an industry lacking adequate standards and regulations, Whim is a response to a
pressing need for safer, more transparent options in the beauty sector. Our founder, a 3-time cancer survivor who is currently undergoing
treatment for her latest diagnosis, leverages her decades-long experience in the industry to create products that meet a higher standard.
She is acutely aware that U.S. regulations for beauty products lag far behind those of many other countries, allowing the use of ingredients
that are considered toxic, carcinogenic, and hormone-disrupting elsewhere. Proudly made and sold exclusively in the USA, Whim is
set to redefine beauty norms by offering conscientious choices for consumers.
**Our History**
****
**The Marquie Group**
Our company was incorporated
on January 30, 2008 in the State of Florida, as Maximum Consulting, Inc. and shortly thereafter changed its name to ZhongSen International
Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese
tea producing companies. On May 31, 2013, our Company entered into an acquisition agreement (the Acquisition) with Music
of Your Life, Inc., a Nevada corporation (MOYL Nevada). As a result of the Acquisition, MOYL Nevada became a wholly owned
subsidiary of our Company. We changed our name to Music of Your Life, Inc. effective July 26, 2013. On August 16, 2018 we merged into
The Marquie Group, Inc., changed our name and adopted the ticker symbol TMGI.
On August 16, 2018, a merger
was cemented with The Marquie Group, Inc. (TMGI). The deal saw the issuance of 100,000 of our common stock shares to TMGIs shareholders.
Post-merger, the total common stock shares issued and standing tallied at 102,277. On December 5, 2018, there was an amendment and a redefinition
of the Company's Articles of Incorporation. This change transitioned the Company's name from "Music of Your Life, Inc." to "The
Marquie Group, Inc." A symbol change with FINRA occurred on February 22, 2018 moving from "MYLI" to "TMGI."
During this time, we funded the company using convertible debt instruments from several lenders.
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**Music of Your Life**
The Music of Your Lifes
legacy in the radio and music industry began with its launch in January 1978, by Al Ham, a renowned CBS Records executive and jingle writer.
This event, which took place on WDJZ radio station in Bridgeport, Connecticut, marked the beginning of the world's longest running syndicated
music radio network. Over time, the music programming evolved from its traditional Adult Standards music format to include hits from the
60s, 70s, and contemporary genres such as pop, rock & roll, country, and jazz segmented into various dayparts.
Since its inception, Music
of Your Life has aired over 400,000 hours of continuous radio programming, servicing more than 1,000 AM, FM, and HD radio stations in
the U.S. The global reach of the network expanded over the past 10 years, reaching 90 countries through online streaming from our website
and a host of third-party service providers. A Guinness Book of World Records application was filed in mid 2023 for a listing as the Longest
Continuous Broadcast of a Radio Network.
In 1984, the network's theme
song, originally sung by the legendary Tony Bennett, received recognition from the US Patent and Trademark Office, becoming one of the
first sound recordings to be trademarked. Also in 1984, our partnership with CBS Records also led to the production of numerous Music
of Your Life record albums and cassette tapes featuring top recording artists.
One unique feature developed
by the founder was having recorded messages by the stars whose songs were being played. Known as The Stars Who Play the Stars,
a phrase coined by the legendary announcer, Gary Owens. These recorded messages, known as liners, can still be heard today,
featuring voices from celebrities like Frank Sinatra, Barry Manilow, Danny DeVito, Kim Bassinger, among others.
Our network is accessible
across nearly every streaming platform including Apple's iTunes, Tune-In, Shoutcast, Roku, YouTube, as well as on iPhones, iPads, Apple
TV, CarPlay, and Android devices. We have an estimated audience of approximately 100,000 unique listeners per month across all platforms.
Our "Stars who Play the
Stars" on-air lineup has featured various past and present celebrity DJs, enhancing our audience appeal, including shows hosted by
1950s crooner Pat Boone, Peter Marshall from Hollywood Squares, Laugh-Ins Gary Owens, singer Patty Page, game show superstar
Wink Martindale, big band leader Les Brown, Jr., Steve Torme, son of Mel, radio legends Johnny Magnus and Chuck Southcott.
Over the years, the network
gained significant traction, with more than 250 stations adopting Music of Your Life's format. Al Ham's innovative "matched-flow
sequencing" for song arrangement contributed significantly to our audience retention, keeping listeners tuned in for up to 15 hours
a day, 5-times the national average.
In 1996, we relaunched as
a satellite-delivered service, enhancing our competitive edge against similar offerings from rivals like Westwood One and ABC Radio Networks.
By harnessing technological advances, we transitioned from satellite to the Barix internet distribution system, achieving noticeable improvements
in audio quality and significant cost savings. Changes in FCC rules also allowed for simultaneous broadcasting on FM frequencies, further
expanding our audience reach. Today, Music of Your Life has a strong presence across multiple AM, FM, HD radio stations, and worldwide
online streaming platforms.
Alongside our on-air success,
our music was also promoted through live performances, featuring iconic big bands and artists, and special events such as the Music of
Your Life television special on CBS Television. Our network's influence also extended to product offerings such as Music of Your Life
CDs, Time Life-issued multi-CD box sets, and a Music of Your Life television special produced by PBS in 2016. For more than 10 years,
Carnival Cruise Lines hosted the Music of Your Life Celebrity Cruise to the Bahamas. Despite the challenges posed by the digital revolution
in music and radio advertising, we've continued to adapt and evolve. The Time Life - Music of Your Life collaboration, featuring Debbie
Boone and Peter Marshall is one of the most successful boxsets in the iconic brands history.
We've continually adapted
our offerings, introducing contemporary artists and swing bands to our programming, thereby ensuring our content remains relevant to our
audience. Despite facing challenges in the late 2000s due to management issues, The Marquie Group took decisive action. In 2010,
we underwent a significant restructuring under the leadership of Marc Angell, who revamped operations, improved programming, and revitalized
the Music of Your Life brand. We strategized a plan to partner with companies or acquire products that we could market directly to the
consumer using our network radio reach, thereby bypassing the traditional ad agency model, and sharing directly in revenue. This strategic
shift led to the acquisition of Simply Whim, an emerging health and beauty company dedicated to high quality, safe and efficacious beauty
enhancing products marketed under their popular Whim brand.
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**Simply Whim**
The history of Simply Whim
and the Whim Brand begins with its founder, Jacquie Angell, a globally recognized expert in skincare with over two decades in the beauty
and wellness industry. Jacquie has introduced products in more than 90 countries around the world, taking advantage of the opportunity
to gain extensive knowledge on global product regulations, uses, and trends.
Jacquie's journey as a three-time
cancer survivor has inspired her mission to create effective, safe, and simple skincare products. Her current experience with chemotherapy
fuels her drive further. Her exposure to international regulations revealed to her that the US guidelines are far behind global standards.
This realization led to a deeper investigation of ingredients used in the American beauty industry. She found numerous toxic, carcinogenic,
and endocrine-disrupting ingredients in products, which posed significant health risks. Jacquie also identified the presence of ineffective
but seemingly attractive natural ingredients in many products. Whim aims to bridge the regulatory gap in the United States by adhering
to strict global ingredient regulations rather than just the FDA's list of banned substances.
Motivated by these findings,
Jacquie committed herself to the development of products that enhance health and beauty without compromise. She created the Whim
line to bridge the gap between Inner Health & Outer Nutrition, firmly believing in the equal importance of what goes into and onto
the body. She strives to educate others that Age is Not a Skin Type and emphasizes the critical influence of lifestyle on skin health
and aging. Whim is dedicated to using only ingredients that either directly contribute to overall health and wellbeing or enhance
the integrity and effectiveness of its product formulations. Whim offers custom-blended products inspired by Nature, Nutrition, and Science
to combat aging, stress, and environmental factors while nourishing the body, mind, and soul holistically. Whim was conceived out of a
passionate necessity for higher industry standards and regulations regarding skincare ingredients.
**Our Strategy**
Our primary objective is to
provide high quality, safe and efficacious health and beauty products comporting with global regulations and guidelines rather than the
substandard, often dangerous guidelines set in the United States. We advertise these products on our expanding radio network, Music of
Your Life www.musicofyourlife.com, our webstore, simplywhim.com, Public Square and Amazon.
**Music of Your Life**
Our
strategy is centered on building strong consumer relationships across our multiple platforms with national reach. Moreover, we believe
that we can leverage our investments in innovative products and compelling intellectual property to better monetize our assets and to
capture increasing market share across the broader audience ecosystem. The key elements of this growth strategy are:
**Broadening
the scope of audio engagement**
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We are expanding the spectrum of choices for our listeners-both in terms of compelling content and the array of ways in which it can be consumed. | |
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We have launched a new effort to attract terrestrial radio station affiliates to monthly syndication service which will not only increase our listening audience in terms of time Average Quarter Hour listening and geographical reach, but also the rates we can charge third party vendors on the network. | |
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The recently launched short-format, 26-minute newscast Street Talk platform will be made available as a pay-to-play syndicated program for affiliates to fill-in their local availability. | |
Our
goal for 2025 and forward is to grow our affiliate network by implementing a competitively priced, monthly fee-based service for terrestrial
radio stations. We have implemented this new alternative to the traditional advertising barter relationship which has encompassed the
majority of syndicated radio programming services over the past several decades. By introducing this disruptive plan nationwide, stations
will have a choice of a lower cost provider with the freedom to negotiate advertising rates independently.
Our
website musicofyourlife.com continues to be updated simplifying our access to a range of platforms and devices including smart speakers,
digital automobile dashes, tablets, wearables, smartphones, televisions, and gaming consoles. include an all-in-one digital music, and
live streaming digital radio service. These initiatives not only improve the listener experience, but they also facilitate further engagement
and heightened frequency of advertising impressions.
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As
an indication of the size of the potential opportunity, we currently have more than 400,000 total social media followers compared to millions
of followers for some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes. Budget
permitting, we will enhance our monetization capabilities by utilizing the industry leading Triton Audio Marketplace, an innovative global
open audio exchange that allows customers to aggregate audiences at scale across broadcast, streaming, podcasting and Triton Digital,
a global leader in digital audio advertising and measurement services.
Broadcast
radio is the number one consumer reach medium, and advertisers have a renewed appreciation for its scale, diverse demographic access and
impact. We intend to complement our current local and national advertising presence in approximately 10 U.S. markets by further growing
our stake in national advertising campaigns through our multi-platform portfolio of audio assets, roster of on-air talent, and the amplifying
effect of our listeners' social engagement. As a result of our implementation of the Triton technology, national advertisers will be able
to look to our audio offerings with their extensive reach, efficient pricing, and digital-like analytics.
**Simply Whim**
Throughout
the year, we expanded our efforts with our newly developed cancer care products for people undergoing chemotherapy treatments. We continue
to target beauty enthusiasts across multiple demographics and shopping behaviors. Beauty enthusiasts have a deep emotional connection
with beauty and develop brand loyalty when targeted with buying opportunities that reflect their social and economic profile.
Driving
the message that your chronological age does not define how your skin ages, rather, the way you treat your skin through your lifestyle
choices does, we are launching an advertising campaign using our trademark Age is Not a Skin Type, a daily regimen of Whim products combined
with a good diet, exercise, and healthy habits will help keep you looking young and healthy, regardless of your age.
Whim products are free of
parabens, phthalates, sulfates, artificial colors, and dyes. Theyre cruelty free, gluten free, and vegan friendly. We pride ourselves
in our selection of unique ingredients with a strong foundation in the principles of nutrition. We utilize the power of antioxidant vitamins,
amino acids, peptides, and plant-based botanicals from both land and sea. And our nutrition products are non-GMO, sugar free, fat free
and carb free. And contain no artificial colors or flavors.
**Intellectual Property**
A major factor in our growth
and success is labelling our goods and services with brands which easily identify with the consumer. Through our subsidiaries, we have
obtained exclusive licenses with the right of first refusal to multiple trademarks registered with the United States Patent and Trademark
Office (the USPTO) and offer goods and services using these trademarks.
On May 10, 2024, we entered
into a settlement and co-existence agreement with Ulta Beauty (NASDAQ: ULTA), the worlds leading beauty company, over the rights
to our Whim trademark. Under the terms of the agreement, Ulta is limited in the products they can market under the Whim brand name, and
we are able to expand our Whim product offerings.
**Music of Your Life, Inc.**
|
|
1. |
Music of Your Life | |
|
|
2. |
Street Talk | |
**Simply Whim, Inc.**
|
|
1. |
Whim | |
|
|
2. |
Age is Not a Skin Type | |
|
|
3. |
Inner Health and Outer Beauty | |
| | 6 | | |
**Our Market**
**Music of Your Life**
Music
of our Life produces and delivers multiple forms of broadcast audio: broadcast audio complete with music, announcers voice tracks,
and commercials delivered to local AM, FM and HD terrestrial radio stations across the United States as a single 24 hours a day, 7 days
a week via private feed using the Barix delivery system; a simulcast of the broadcast presentation streamed directly to the public over
the internet from the musicofyourlife.com website; and as a pre-recorded podcast available as a download directly to the public from our
website. (Internet radio is defined as a web-based audio service and is transmitted through the internet. It contains streaming
media that delivers continuous streaming of audio that cannot be paused in between or replayed once the audio is finished.)
|
|
|
BIA Advisory Services reports that total local radio over-the-air and digital revenue for 2022 topped $13.6 billion in 2022, growing 7.4 percent from $12.6 billion in 2021. According to S&P Global Market Intelligence, between 2022 and 2027, radio station local and national spot ad revenues, including digital, to increase at a CAGR of 1.06% in rated markets, with non-rated markets declining, at a CAGR of negative 0.36%. Total radio revenue, including national and local spot, digital, off-air and network revenue, is expected to be mostly flat at a five-year CAGR of 0.78% from an estimated $15.47 billion in 2022 to $16.09 billion by the end of 2027. | |
|
|
|
U.S. radio industry ad revenues are forecast to grow at a modest pace through 2027, according to a new report from PwC. Broadcast radios combined over the air and online audio ad sales are on track to rise from $15.8 billion in 2022 to $16.6 billion in 2027, at a compound annual growth rate of 0.9%. When subscription revenue from satellite radio is factored in, total radio revenue is expected to increase from $21.9 billion in 2022 to $23.2 billion in 2027. That amounts to a compound annual growth rate of 1.2%. | |
|
|
|
Revenue in the Music Streaming market is projected to reach US$10.20 billion in 2023 for an annual growth rate (CAGR 2023-2027) of 5.11%, resulting in a projected market volume of US$12.45 billion by 2027. The number of users is expected to amount to double to 161.30 million users by 2027. User penetration will be 40.3% in 2023 and is expected to hit 46.9% by 2027. | |
|
|
|
U.S. podcast ad revenues showed resilience by growing 26% year-over-year to $1.8 billion. Podcasting continues to be one of the fastest growing digital channels, outpacing the total internet ad market. | |
|
|
|
The global internet radio market was valued at US $37.10 billion in 2022, and it is expected to reach US $72.76 billion by 2029 with a CAGR of 10.1% during the forecast period, according to Inside Radio. | |
****
**Simply Whim**
Simply
Whim sells direct to the consumer a line of healthy beauty products including skincare and dietary supplements for healthy skin called
Whim. We sell these products from our webstore at simplywhim.com and are currently in the process of launching our Amazon Marketplace
and Public Square online stores.
|
|
|
Our Outer Nutrition (skincare) products operate within the large and growing U.S. beauty products industry. In 2022, this market represented approximately $172 billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In 2022, the beauty products industry totaled approximately $104 billion and included cosmetics, haircare, fragrance, bath and body, skincare, salon styling tools, and other toiletries. Within this market, we compete across the skincare category. | |
|
|
|
Our Inner Nutrition (supplements) products operate within the large and growing U.S. dietary supplements products industry. In 2022, this market represented $50.91 billion in sales, according to Grandview Research, and is expected to grow at a compound annual growth rate (CAGR) of 5.7% from 2023 to 2030. The primary factors driving the market growth are the growing population of senior citizens, rising awareness and focus on preventive healthcare, and rising demand for sports nutrition supplements. Additionally, consumers are moving towards self-directed care, which is also expected to drive demand for the dietary supplements in the U.S. | |
| | 7 | | |
**Competition**
**Music of Your Life**
We
compete for share of our listeners time and engagement, a challenging task in todays fragmented and multi-tasking world.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship
nature of our medium allows us to compete effectively against both our legacy competition, broadcast radio operators, as well as newer,
digital competition, including streaming music, and other digital companies.
Similarly, we compete for
advertising and marketing dollars in the U.S. advertising market against an increasingly diverse set of competitors. Our legacy competition
for the radio, and digital advertising market includes legacy broadcast radio operators, as well as satellite radio companies, and streaming
music companies with ad supported components of their business. We also compete in the larger U.S. advertising market-inclusive of the
radio, podcast and digital opportunity-by developing and offering competitive advertising products intended to attract advertising and
marketing dollars that might otherwise go to larger companies in broadcast radio.
**Simply Whim**
There
is significant competition within each market and platform where our products are sold. We compete against manufacturers and marketers
of beauty products, and personal care products. In addition to the established multinational brands against which we compete, small, targeted
niche brands such as ours continue to enter the beauty market. We also have competition from private label products sold by retailers.
We
believe that we compete primarily based on perceived value, including pricing and innovation, product efficacy, service to the consumer,
promotional activities, advertising, special events, new product introductions, e-commerce initiatives, direct sales, and other activities
(including influencers). It is difficult for us to predict the timing, scale, and effectiveness of our competitors actions in these
areas or the timing and impact of new entrants into the marketplace.
****
**Channels**
**Simply Whim Online**
|
| SimplyWhim.com |
|
|
| Amazon/SimplyWhim.com |
|
|
| PublicSquare.com/SimplyWhim |
|
**Marketing and Advertising**
**Music of Your Life**
We
self-promote expansion of our streaming and syndication services across our broadcast network, mobile streaming applications, our broadcast
website, and social media platforms that reach national, regional, and local audiences as opportunities become available.
| | 8 | | |
**Simply Whim**
Our marketing expense is targeted
towards digital, social media, and streaming advertising. We believe these channels are highly effective in communicating with existing
customers, as well as attracting new buyers. Our marketing program has been effective in communicating with our existing online and mobile,
followers in a targeted and relevant way. Our digital marketing strategy includes search engine optimization, paid search, mobile advertising,
social media, display advertising, and influencer marketing channels. Digital marketing, coupled with our national radio advertising,
has helped us increase brand awareness and consideration among those not familiar with Whim, which we believe has resulted in new customers.
**Employees**
As of May 31, 2025, Marc Angell
(Director and Chief Executive Officer) is the only non-employee officer director of The Marquie Group. The Company has no official employees.
We have an outside accountant, bookkeeper, and lawyer. We outsource our information technology services to a third-party vendor. Certain
other executive and board positions have been identified, and we intend to fill these positions. Additional other support staff and other
personnel will be hired when there is adequate capital available to do so. Music of Your Life currently has one part-time production person
and two part-time announcers. We have one on-site part-time producer and one outside part-time producer.
As of May 31, 2025, Jacquie
Angell (Director and Chief Executive Officer) is the only non-employee officer director of Simply Whim, Inc. Simply Whim has no official
employees and has one part-time marketing person, an outside accountant, and an outside lawyer.
We have undertaken preliminary
investigations concerning candidates for the above positions and do not currently anticipate difficulty in filling such positions with
qualified persons; however, we cannot assure you that we will in fact be able to hire qualified persons for such positions when needed.
Additional positions to be filled may be identified from time to time by the Company. We expect to be able to attract and retain such
additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue
to use consultants, contract labor, attorneys, accountants, and production personnel as necessary.
The loss of our CEO Marc Angell
would likely have a material adverse effect on the Company. We intend to reduce this risk by obtaining key-man insurance if affordable
insurance coverage may be obtained. We cannot assure you that the Company will be able to obtain such insurance or that the Company will
be successful in recruiting needed personnel.
**Available Information**
The Marquie Group, Inc. is
subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly
and annual reports, as well as other information with the Securities and Exchange Commission (Commission) under File No.
000-54163. Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district
offices maintained by the Commission throughout the United States. Information about the operation of the Commissions public reference
facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website at *http://www.sec.gov*
that contains reports and other information regarding the Company and other registrants that file electronic reports and information with
the Commission.
| | 9 | | |
**ITEM 1A. RISK FACTORS.**
Since we are a smaller reporting
company, we are not required to supply the information required by this Item 1A.
**ITEM 1B. UNRESOLVED STAFF COMMENTS.**
None.
ITEM
1C. CYBERSECURITY
**Information Technology**
We
are committed to using technology to improve our competitive position. We depend on a variety of information systems and technologies
(including cloud technologies) to manage the operations of our growing customer base. Our core business systems consist mostly of purchased
and licensed software programs that integrate together and with our web-based radio automation systems.
We
manage data security and privacy at the highest levels. Our Chief Executive Officer (CEO) is actively engaged in oversight of cybersecurity
and IT infrastructure and works with outsourced vendors to manage all network operations. Our vendors keep our CEO informed on cybersecurity
and privacy matters throughout the year. We have strengthened our data protection capabilities through investments in our infrastructure
hardware and software.
During the fiscal year ended May 31, 2025, the Company did not experience
any material cybersecurity incidents.
**ITEM 2. PROPERTIES.**
Our corporate office is located
at 7901 4th St. N., Ste. 4887, St. Petersburgh, FL 33702, telephone number, (800) 351-3021. As the company continues to grow,
the facilities and employment-related expenses will likely increase significantly. We believe that our office facilities are suitable
and adequate for our operations as currently conducted and contemplated.
****
**ITEM 3. LEGAL PROCEEDINGS.**
The Company currently has
no litigation pending, threatened, contemplated, or unsatisfied judgments.
**ITEM 4. MINE SAFETY DISCLOSURES.**
Not Applicable.
| | 10 | | |
****
**PART II**
**ITEM 5. MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**
**Market Information**
Our common stock is listed
on OTC Pink under the symbol TMGI. We had approximately 2,272 registered holders of our common stock as of May 31, 2025.
Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price for our common
stock on August 30, 2025, was $0.02 per share.
The following table reflects
the high and low closing sales prices per share of our common stock during each calendar quarter as reported on OTC Markets during the
two fiscal years ended May 31, 2025:
|
| |
| | |
|
| |
Price Range (1) | | |
|
| |
High | | |
Low | | |
|
Fiscal May 31, 2025 | |
| | | |
| | | |
|
Fourth quarter | |
$ | 0.10 | | |
$ | 0.10 | | |
|
Third quarter | |
$ | 0.10 | | |
$ | 0.10 | | |
|
Second quarter | |
$ | 0.20 | | |
$ | 0.20 | | |
|
First quarter | |
$ | 0.10 | | |
$ | 0.10 | | |
|
| |
| | | |
| | | |
|
Fiscal May 31, 2024 | |
| | | |
| | | |
|
Fourth quarter | |
$ | 0.10 | | |
$ | 0.10 | | |
|
Third quarter | |
$ | 0.10 | | |
$ | 0.10 | | |
|
Second quarter | |
$ | 0.02 | | |
$ | 0.02 | | |
|
First quarter | |
$ | 0.10 | | |
$ | 0.001 | | |
____________________
(1)The above quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
**Dividends and Distribution**
We have not paid any cash
dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect that that
any future earnings will be retained for use in developing and/or expanding our business.
**Sales of Unregistered Securities**
On August 16, 2018 (the Closing
Date), Music of Your Life, Inc. (the Company) entered into a Merger Agreement (the Merger Agreement)
by and among the Company, and The Marquie Group, Inc., a Utah corporation ("TMGI"), pursuant to which the Company merged with
TMGI. The Company was the surviving corporation. Each shareholder of TMGI received one (1) share of common stock of the Company for every
one (1) share of TMGI common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares
of TMGI held by TMGI shareholders were cancelled, and 100,000 shares of common stock (as adjusted for the September 4, 2019, 1 share for
400 shares stock split) of the Company were issued to the TMGI shareholders. A majority of these shares, 50,000 shares of common stock
of the Company, were issued to Marc and Jacquie Angell, affiliates of the Company. This is considered a related party transaction. The
TMGI merger will provide the Company with access to certain registered trademarks and intellectual property with respect to health, beauty,
and social networking products.
With respect to the transactions
noted above. Each of the recipients of securities of the Company was an accredited investor or is considered by the Company to be a sophisticated
person, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating
the merits and risks of receiving securities of the Company. No solicitation was made, and no underwriting discounts were given or paid
in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration
with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
| | 11 | | |
**Penny Stock Rules**
The SEC has also adopted rules
that regulate broker-dealer practices in connection with transactions in penny stocks as such term is defined by Rule 15g-9.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).
Our shares constitute penny
stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny
stocks makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in TMGI will
be subject to the penny stock rules.
The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure
document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both
public offerings and secondary trading; (ii) contains a description of the brokers or dealers duties to the customer and
of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities
Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance
of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and
is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting
any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its
salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock
held in the customers account.
In addition, the penny stock
rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary
market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those
securities.
**ITEM 6. SELECTED FINANCIAL DATA.**
Not required.
**ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**
**General**
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated
Financial Statements and related notes under Item 8 of this annual report. Our Consolidated Financial Statements are not directly comparable
from period to period due to acquisitions and dispositions. Refer to Note 3 of our Consolidated Financial Statements under Item 8 of this
annual report for details of each of these transactions. We have elected the presentation requirements under Rule 12b-2 of the Exchange
Act as a smaller reporting company and have herein included a two-year discussion of our financial condition and results of operations.
**Overview**
The
Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in marketing, product development, and media, including a dynamic
radio and digital network. We promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio content
for our audience. We maintain a website at www.themarquiegroup.com.
| | 12 | | |
We
have two operating segments: (1) Broadcast, and (2) Health and Beauty, which also qualify as reportable segments. Our operating segments
reflect how we assess the performance of each operating segment and determine the appropriate allocations of resources to each segment.
We continually review our operating segment classifications to align with operational changes in our business and may make changes as
necessary.
We
measure and evaluate our operating segments based on operating income and operating expenses that exclude costs related to corporate functions,
such as accounting and finance, human resources, legal, tax and treasury. We also exclude costs such as amortization, depreciation, taxes,
and interest expense when evaluating the performance of our operating segments.
Our principal sources
of broadcast revenue include:
|
|
|
the sale of advertising time on our radio stations to national and local advertisers; | |
|
|
|
the sale of advertising time on our national network; | |
|
|
|
the sale of banner advertisements on our station websites or on our mobile applications; | |
|
|
|
the sale of digital streaming advertisements on our station websites or on our mobile applications; | |
Our principal sources of health and beauty revenue include:
|
|
|
the sale of skin care products on our webstore; | |
|
|
|
the sale of skin care products on our radio network; | |
|
|
|
the sale of skin care products on our Amazon store; and | |
|
|
|
the sale of skin care products on our Public Square store. | |
In our broadcast operating
segment, the rates we can charge for airtime, advertising and other products and services are dependent upon several factors, including:
|
|
|
audience share; | |
|
|
|
how well our programs and advertisements perform for our clients; | |
|
|
|
the size of the market and audience reached; | |
|
|
|
the number of impressions delivered; | |
|
|
|
general economic conditions; and | |
|
|
|
supply and demand for airtime on a local and national level. | |
In our health and beauty
operating segment, the price we can charge for our products are dependent upon several factors, including:
|
|
|
price point sensitivity compared to other similar products in the market; | |
|
|
|
demographics of targeted marketing; | |
|
|
|
customer reviews; | |
|
|
|
customer service; | |
|
|
|
our ability to deliver products in a timely manner; and | |
|
|
|
how well our products deliver results for our customers. | |
****
| | 13 | | |
**Broadcasting**
Our
foundational business is radio broadcasting, which includes the ownership and operation of a syndicated radio network including our affiliated
radio stations subscribing to our programming delivery.
Advertising
revenue generated from our syndicated radio operations is reported as broadcast revenue in our Consolidated Financial Statements. Advertising
revenue is recorded on a gross basis unless an agency represents the advertiser, in which case revenue is reported net of the commission
retained by the agency.
Broadcast
revenue is impacted by the rates radio stations can charge for programming and advertising time, the level of airtime sold to programmers
and advertisers, the number of impressions delivered, or downloads made, and the number of listener responses in the case of pay-per-call.
Advertising rates are based upon the demand for advertising time, which in turn is based on our stations and networks ability
to produce results for their advertisers. We market ourselves to advertisers based on the responsiveness of our audiences. We do not subscribe
to traditional audience measuring services for most of our radio stations.
Each
of our radio station affiliates allocates 3 minutes per hour of advertising time for our commercials at a preset time every hour based
on the Music of Your Life clock.
Our
results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue
typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly
fluctuations in the retail industry. Additionally, we experience increased demand for political advertising during election even numbered
years, over non-election odd numbered years. Political advertising revenue varies based on the number and type of candidates as well as
the number and type of debated issues.
Broadcast
operating expenses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as
lease expense and utilities, (iii) marketing and promotional expenses, (iv) production and programming expenses, and (v) music license
fees. In addition to these expenses, our network incurs programming costs and lease expenses for satellite communication facilities.
**Health and Beauty**
Our health and beauty operations
are owned by Simply Whim, Inc., and include Whim, an emerging beauty brand blending Nature, Nutrition, and Science to offer safe and effective
products. Whims founder, a 3-time cancer survivor under treatment, recognizes the U.S.'s regulatory lapses and strives for better
standards. Exclusively made in the USA, Whim aims to provide responsible beauty options. We forecast strong sales growth next year, driven
by demand for safer beauty solutions, and plan to exceed these expectations with continued innovation.
|
|
|
On May 10, 2024 we entered into a settlement and co-existence agreement with Ulta Beauty (NASDAQ: ULTA), the worlds leading beauty company, over the rights to our Whim trademark. Under the terms of the agreement, Ulta is limited in the products they can market under the Whim brand name, and we are able to expand our Whim product offerings. | |
|
|
|
We acquired a 25% stake in Simply Whim, Inc., September 2022, and work together to expand marketing, and increase sales. | |
|
|
|
Using two new S-1 facilities, we are raising funds for Simply Whims inventory, advertising, and social media costs. | |
|
|
|
We intend to acquire a controlling interest in Simply Whim in the coming fiscal year, which will be reflected in future balance sheet calculations. | |
**Whim Beauty Products:**
|
|
|
Age Defying Moisturizer |
|
Polishing Cleanser | |
|
|
|
Illuminating Eye Treatment |
|
Youth Boosting Serum | |
|
|
|
Multi-Action Exfoliating Scrub |
|
Antioxidant Serum | |
| | 14 | | |
**Assets Inventory and Equipment**
**Music of Your Life.**
A significant amount of equipment
is used to broadcast Music of Your Life programming. As of year-end May 31, 2025, all current equipment has been fully depreciated, and
includes:
|
MOYL Equipment Assets |
|
Date |
|
Qty |
|
Cost |
| |
|
Audio Science BOB 1024 Audio Distribution |
|
2008 |
|
1 |
|
$ |
250.00 |
| |
|
Behringer Xenyx Mixer |
|
2008 |
|
1 |
|
$ |
189.00 |
| |
|
Broadcast Tools Audio Control Switcher - ACS 8.2 Plus |
|
2008 |
|
1 |
|
$ |
1,250.00 |
| |
|
ElectroVoice RE20 Microphones (grey) |
|
2008 |
|
1 |
|
$ |
449.00 |
| |
|
Google Radio Automation Computer System |
|
2008 |
|
1 |
|
$ |
50,000.00 |
| |
|
Barix Extremer 500 Audio Encoder/Decoder |
|
2013 |
|
1 |
|
$ |
730.00 |
| |
|
Barix Instreamer Internet Audio Encoder |
|
2013 |
|
1 |
|
$ |
430.00 |
| |
|
Barix Extremer 500 Audio Encoder/Decoder (Backup) |
|
2013 |
|
1 |
|
$ |
730.00 |
| |
|
Barix Instreamer Internet Audio Encoder (Backup) |
|
2013 |
|
1 |
|
$ |
430.00 |
| |
|
Dell Inspriron Tower Computer - Music Server Backup |
|
2013 |
|
1 |
|
$ |
1,500.00 |
| |
|
Dell Inspriron Tower Computer - Production Computer Backup |
|
2013 |
|
1 |
|
$ |
1,500.00 |
| |
|
Monitor LG 24" |
|
2013 |
|
2 |
|
$ |
500.00 |
| |
|
LaCie RAID Array Hard Drive (4 TB) |
|
2013 |
|
2 |
|
$ |
1,000.00 |
| |
|
Rode Boom Arms (x2) |
|
2013 |
|
1 |
|
$ |
598.00 |
| |
|
Easy-Driver ED88A Contact Closure Board |
|
2013 |
|
1 |
|
$ |
150.00 |
| |
|
Station Playlist Radio Automation Software |
|
2013 |
|
1 |
|
$ |
799.00 |
| |
|
B&W Studio Monitor Speakers |
|
2017 |
|
1 |
|
$ |
2,500.00 |
| |
|
Automation Backup Computer |
|
2018 |
|
1 |
|
$ |
5,000.00 |
| |
|
ElectroVoice RE20 Microphones (black) |
|
2019 |
|
1 |
|
$ |
449.00 |
| |
|
Monitor Acer 27" |
|
2019 |
|
1 |
|
$ |
149.00 |
| |
|
Startech Audio Rack Enclosure |
|
2020 |
|
1 |
|
$ |
895.00 |
| |
|
Zoom P8 Mixing Board |
|
2021 |
|
1 |
|
$ |
549.00 |
| |
|
Duracell Power Source Electric Generator |
|
2022 |
|
1 |
|
$ |
735.00 |
| |
|
Total Cost |
|
|
|
|
|
$ |
70,782.00 |
| |
|
MOYL Audio Assets |
|
Date |
|
Qty |
|
Cost |
| |
|
Audio Files - MP3 |
|
2008-2024 |
|
100,000 |
|
$ |
100,000.00 |
| |
|
Audio Files - WAV |
|
2008-2024 |
|
80,000 |
|
$ |
80,000.00 |
| |
|
Audio Files - M4A |
|
2015-2024 |
|
2,500 |
|
$ |
3,750.00 |
| |
|
Audio Files - AIFF |
|
2010-2024 |
|
5,000 |
|
$ |
5,000.00 |
| |
|
Audio Files - FLAC |
|
2022-2024 |
|
5,000 |
|
$ |
5,000.00 |
| |
|
LP Records - Music of Your Life/CBS / Others |
|
2008-2024 |
|
350 |
|
$ |
14,000.00 |
| |
|
Compact Discs - Music of Your Life/TGG / Others |
|
2008-2024 |
|
1,500 |
|
$ |
37,500.00 |
| |
|
Reel to Reel Tape - Music of Your Life Original |
|
1978-2024 |
|
250 |
|
$ |
25,000.00 |
| |
|
|
|
|
|
|
|
$ |
265,750.00 |
| |
****
| | 15 | | |
**Simply Whim**
Simply Whim assets are not
included in our balance sheet calculations as we own less than 51% of the company. This will change in the coming year as we acquire a
controlling interest in the company. As of year-end, May 31, 2025, the Simply Whim assets include:
|
Simply Whim Equipment Assets |
|
Date |
|
Qty |
|
Cost |
| |
|
|
|
|
|
|
|
|
| |
|
Filler Machine |
|
2022 |
|
|
|
$ |
214.00 |
| |
|
Office Furniture |
|
2022 |
|
|
|
$ |
2,500.00 |
| |
|
|
|
|
|
|
|
$ |
2,714.00 |
| |
|
Simply Whim Inventory Assets |
|
Date |
|
Qty |
|
Cost |
| |
|
BOOST Hydrolyzed Collagen Peptide Powder |
|
2025 |
|
0 |
|
$ |
0 |
| |
|
Age-Defying Moisturizer |
|
2025 |
|
12 |
|
$ |
216.00 |
| |
|
Illuminating Eye Treatment |
|
2025 |
|
8 |
|
$ |
136.00 |
| |
|
Moisture Shield SPF 30 Sunscreen |
|
2025 |
|
0 |
|
$ |
0.00 |
| |
|
Multi-Action Exfoliating Scrub |
|
2025 |
|
12 |
|
$ |
172.50 |
| |
|
Polishing Cleanser |
|
2025 |
|
21 |
|
$ |
231.00 |
| |
|
Youth Boosting Serum |
|
2025 |
|
5 |
|
$ |
105.00 |
| |
|
Packaging |
|
2025 |
|
200 |
|
$ |
236.00 |
| |
|
Cartons |
|
2025 |
|
300 |
|
$ |
246.00 |
| |
|
|
|
|
|
|
|
$ |
3,642.40 |
| |
****
**Assets Intellectual Property**
**Trademarks**
Trademarks are an integral
part of our success and valuation. We have multiple trademarks registered with the United States Patent and Trademark Office (USPTO),
with additional applications filed and awaiting registration. We have secured exclusive license agreements with the right of first refusal
to acquire additional trademarks.
| | 16 | | |
**Simply Whim**
The Whim and related trademarks
are owned by Simply Whim, Inc. Our 25% acquisition of Simply Whim included an exclusive license to use the trademarks in commerce, with
a right of first refusal to acquire.
|
First Use |
Class |
Ser. No. |
Reg. No. |
Mark |
Cost |
Goods and Services | |
|
2019 |
5 |
88213607 |
6521198 |
Whim |
250 |
Powdered nutritional supplement drink mix containing amino acids. | |
|
2019 |
32 |
88213607 |
6521198 |
Whim |
(2) |
Concentrates and powders used in the preparation of energy drinks and fruit-flavored beverages. | |
|
2019 |
5 |
88380471 |
6471490 |
Whim |
250 |
Nutritional supplement energy bars; Dietary supplements with a cosmetic effect. | |
|
2019 |
5 |
88380471 |
6471490 |
Whim |
(2) |
Nutritional supplements in lotion form sold as a component of nutritional skin care product. | |
|
2019 |
44 |
88380471 |
6471490 |
Whim |
(2) |
Hygienic and beauty care; Medspa services for health and beauty of the body and spirit. | |
|
2019 |
32 |
88380471 |
6471490 |
Whim |
(2) |
Beauty beverages, namely, fruit juices and energy drinks containing nutritional supplements. | |
|
2019 |
3 |
90228584 |
|
Simply Whim |
250 |
Cosmetic body scrubs for the face; non-medicated skin care preparations, namely, creams, lotions, gels, serums and cleaners. | |
|
2019 |
44 |
90228584 |
|
Simply Whim |
(2) |
Providing a website featuring information about health, wellness and nutrition; Providing information about dietary supplements and nutrition. | |
|
2021 |
3 |
90490805 |
6668530 |
Age is Not a Skin Type |
250 |
Non-medicated skin care preparations. | |
|
2023 |
35 |
97061033 |
|
Age is Not a Skin Type |
250 |
Advertising and marketing services provided by means of indirect methods of marketing communications, namely, social media, blogging. | |
|
2023 |
41 |
97061033 |
|
Age is Not a Skin Type |
(2) |
Providing a website featuring blogs and non-downloadable publications in the nature of articles in the field(s) of skin care. | |
|
2023 |
44 |
97061033 |
|
Age is Not a Skin Type |
(2) |
Providing information about health, wellness and nutrition via a website. | |
|
2019 |
3 |
97061059 |
|
Inner Health & Outer Beauty |
250 |
Cosmetics and personal care items, namely, facial cleanser, facial moisturizer, SPF facial moisturizer, facial toner. | |
|
2023 |
41 |
97065427 |
7069730 |
Beauty Buzz |
250 |
Nutritional supplements; Nutritional supplements in the form of gummies. | |
|
2023 |
41 |
97065427 |
7069730 |
Beauty Buzz |
(2) |
On-line journals, namely, blogs featuring skin care, nutrition, health and beauty products. | |
|
2023 |
5 |
97618021 |
|
Whim |
|
Nutritional supplements in the form of gummies; Vitamins. | |
|
2023 |
5 |
97822144 |
|
VitaWhims |
250 |
Vitamins; Vitamin and mineral supplements; Vitamin drops; Vitamin supplement patches; Vitamin supplements; Vitamin tablets. | |
|
2023 |
5 |
97822144 |
|
VitaWhims |
(2) |
Dietary supplemental drinks in the nature of vitamin and mineral beverages; Effervescent vitamin tablets; Gummy vitamins; Liquid supplements. | |
|
2019 |
44 |
97933816 |
6471490 |
Whim |
250 |
Providing a website featuring information about health, wellness and nutrition. | |
| | 17 | | |
**Music of Your Life**
The Music of Your Life trademarks
include the second audio trademark in history to be registered by the United States Patent and Trademark Office
**
|
First Use |
Class |
Ser. No. |
Reg. No. |
Mark |
Cost |
Goods and Services | |
|
1978 |
41 |
73483592 |
1367083 |
Music of Your Life |
(1) |
Entertainment services rendered by an orchestra. | |
|
1984 |
9 |
87612873 |
5593361 |
Music of Your Life |
(1) |
Audio and video recordings featuring music and artistic performances. | |
|
1984 |
9 |
87612873 |
5593361 |
Music of Your Life |
(1) |
Phonograph records featuring music. | |
|
2008 |
38 |
87612873 |
5593361 |
Music of Your Life |
(1) |
Audio and video broadcasting services over the Internet. | |
|
2008 |
41 |
87612873 |
5593361 |
Music of Your Life |
(1) |
Entertainment services, namely, providing radio programs in the field of music via a global computer network. | |
|
2008 |
41 |
87612873 |
5593361 |
Music of Your Life |
(1) |
Production and distribution of radio programs. | |
|
2020 |
38 |
87327075 |
5398283 |
Celebrity Radio |
250 |
Broadcasting programs via a global computer network. | |
|
2020 |
38 |
87327075 |
5398283 |
Celebrity Radio |
(2) |
Internet radio broadcasting services. Radio and television broadcasting services. | |
|
2021 |
41 |
88081729 |
6974703 |
Collusion |
250 |
Entertainment, namely, a continuing news show broadcast over radio, television, and the Internet. | |
|
2023 |
41 |
97680440 |
|
Street Talk |
250 |
Production of television programs; Radio entertainment production; Radio program syndication. | |
|
2023 |
41 |
97680440 |
|
Street Talk |
(2) |
Entertainment services, namely, providing video podcasts in the field of business, news and commentary. | |
**Results of Operations**
Following is managements
discussion of the relevant items affecting results of operations for the years ended May 31, 2025, and 2024.
*Revenues*. The Company
generated no revenues for Broadcasting during the years ended May 31, 2025 and 2024. Broadcast radio revenues are primarily generated
by pay per call spot sales from various advertisers represented by the advertising agency, MSH Marketing. However, MSH went out of business
in 2023, and we are currently reviewing new opportunities for a spot sales agency. Through barter arrangements with our terrestrial radio
station affiliates, Music of Your Life owns three minutes per hour to sell goods and services on these stations. Revenue for Health and
Beauty will be included in future operations.
*Cost of Sales*. Our
cost of sales for Broadcasting was $-0- for the years ended May 31, 2025 and 2024. Our cost of sales in the future will consist principally
of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced
through our affiliates, as well as operational and staffing costs with respect thereto. Our Cost of Sales for Health and Beauty will be
included in future operations.
*Salaries and Consulting
Expenses*. **All salaries remain unpaid and accruing for the year ending May 31, 2025.** Salaries and consulting expenses for the
year ended May 31, 2025 were $120,000 as compared to $407,905 for the year ended May 31, 2024. The increase during the year ended May
31, 2024 was mostly the result of additional expenses of $128,205 related to investor relations. The company also issued 185,000,000 shares
valued at $39,700 for consulting services rendered to the Company. We expect that salaries and consulting expenses, that are cash-based
instead of share-based, will increase as we add personnel to build our health and beauty business.
*Professional Fees.*
Professional fees for the year ended May 31, 2025 were $30,393 as compared to $101,970 for the year ended May 31, 2024. Professional fees
consist mainly of the fees related to the audits and reviews of the Companys financial statements as well as the filings with the
Securities and Exchange Commission. We anticipate that professional fees will increase in future periods as we scale up our operations.
| | 18 | | |
*Other Selling, General
and Administrative Expenses*. Other selling, general and administrative expenses were $12,519 for the year ended May 31, 2025 as compared
to $39,598 for the year ended May 31, 2024. We anticipate that Other SG&A expenses will increase commensurate with an increase in
our operations.
*Other Income (Expense).*
The Company had net other expense of $796,580 for the year ended May 31, 2025 which consisted of interest expense of $376,869 and expense
from derivative liability of $419,711. The Company had net other income of $384,017 for the year ended May 31, 2024 which consisted of
interest expense of $521,923 and income from derivative liability of $905,940.
**Liquidity and Capital Resources**
As of May 31, 2025, our primary
source of liquidity consisted of $1,071 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with
local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and
through the private placement of our common stock.
We have sustained significant
net losses which have resulted in an accumulated deficit at May 31, 2025 of $15,822,978 and are currently experiencing a substantial shortfall
in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year ended May
31, 2025 of $959,492. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability
to continue operations.
We believe these conditions
have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability
to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors,
(ii) attract additional capital in order to finance growth, (iii) successfully compete with other comparable companies having financial,
production and marketing resources significantly greater than those of the Company, and (iv) increasing costs associated with maintaining
public company reporting requirements.
We believe that our capital
resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand
our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant advancement in
our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you
that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future
equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company
and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire
investment in the Company.
****
**Off-Balance Sheet Arrangements**
We do not have any off-balance
sheet arrangements.
**Critical Accounting Policies**
We believe the following more
critical accounting policies are used in the preparation of our financial statements:
*Use of Estimates.*The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation
allowances, loss contingencies, income taxes, and projection of future cash flows.
*Research and Development.*Research and development costs are charged to operations when incurred and are included in operating expenses.
**Recent Accounting Pronouncements**
****
There were various accounting
standards and interpretations recently issued, none of which are expected to have a material impact on the Company's consolidated financial
position, operations, or cash flows.
| | 19 | | |
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.**
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.**
|
CONTENTS | |
|
| |
|
|
Page | |
|
|
| |
|
Report of Independent Registered Public Accounting Firm |
21 | |
|
|
| |
|
Report of Independent Registered Public Accounting Firm |
22 | |
|
|
| |
|
Consolidated Balance Sheets |
23 | |
|
|
| |
|
Consolidated Statements of Operations |
24 | |
|
|
| |
|
Consolidated Statements of Stockholders Deficit |
25 | |
|
|
| |
|
Consolidated Statements of Cash Flows |
26 | |
|
|
| |
|
Notes to the Consolidated Financial Statements |
27 | |
| | 20 | | |
Report of Independent Registered Public Accounting Firm
****
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
**To the Board of Directors and Stockholders
of The Marquie Group, Inc.**
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of The Marquie Group, Inc. (the Company) as of May 31, 2025, and the related consolidated statements of operations,
changes in stockholders equity and cash flows for the year ended May 31, 2025, and the related notes (collectively referred to
as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Company as of May 31, 2025, and the results of its operations and its cash flows for the year
ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12, the Company suffered an accumulated
deficit of **$15,822,978**. These matters raise substantial doubt about the Companys ability to continue as a going concern.
Managements plans with regards to these matters are also described in Note 12 to the financial statements. These financial statements
do not include any a1djustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.
/S/ LAO Professionals
**LAO PROFESSIONALS**
(PCAOB ID 7057)
**(Chartered Accountants)**
Lagos, Nigeria
We have served as the Companys auditor
since 2025.
September 11, 2025
****
| | 21 | | |
**Report of Independent Registered Public Accounting
Firm**
The Board of Directors and Stockholders of
**THE MARQUIE GROUP, INC.**
****
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheet of The Marquie Group, Inc (the Company) as of May 31, 2024, and 2023, and the related consolidated statements
of operations, changes in stockholders equity and cash flows for each of the two years ended May 31, 2024, and 2023, and the related
notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated balance sheet of the Company as of May 31, 2024, and 2023, and the results of its operations
and its cash flows for each of the two years ended May 31, 2024, and 2023, in conformity with accounting principles generally accepted
in the United States of America.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13, the Company suffered an accumulated
deficit of $(14,863,486), net loss of $(165,456).
These matters raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans with regard to these matters are also described in Note
2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.
| | 22 | | |
**Going Concern Uncertainty See also
Going Concern Uncertainty explanatory paragraph above**
As described further in Note 2 to the consolidated
financial statements, the Company has suffered recurring losses from operations The ability of the Company to continue as a going concern
is dependent on executing its business plan and ultimately to attain profitable operations. Accordingly, the Company has determined that
these factors raise substantial doubt as to the Companys ability to continue as a going concern for a period of one year from the
issuance of these financial statements.
The Management attempts to improve these conditions
by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.
We determined the Companys ability to continue
as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Companys available capital and
the risk of bias in managements judgments and assumptions in their determination. Our audit procedures related to the Companys
assertion on its ability to continue as a going concern included the following, among others:
|
|
|
We performed testing procedures such as analyticalprocedures to identify conditions and events that indicate that there could be substantial doubtabout the Companys ability to continue as a going concern for a reasonable period of time. | |
|
|
|
We reviewed and evaluated managements plans for dealing with adverse effects of these conditions and events. | |
|
|
|
We inquired of Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed. | |
|
|
|
We assessed whether the Companys determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed. | |
/s/ Olayinka Oyebola
**OLAYINKA OYEBOLA & CO.**
**(Chartered Accountants)**
Lagos, Nigeria
PCAOB ID (5968)
We have served as the Companys auditor
since 2024.
September 3rd, 2024
| | 23 | | |
**THE MARQUIE GROUP, INC.**
(formerly Music of Your Life, Inc.)
Consolidated Balance Sheets
|
| |
| | |
| | |
|
| |
May 31, | | |
May 31, | | |
|
| |
2025 | | |
2024 | | |
|
ASSETS | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
CURRENT ASSETS | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Cash and cash equivalents | |
$ | 1,071 | | |
$ | | | |
|
| |
| | | |
| | | |
|
Total Current Assets | |
| 1,071 | | |
| | | |
|
| |
| | | |
| | | |
|
OTHER ASSETS | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Investment in Acquisition | |
| 6,200,000 | | |
| 6,200,000 | | |
|
Loans receivable, related party | |
| 35,237 | | |
| 35,237 | | |
|
Music inventory, net of accumulated depreciation of $21,815 and $21,533, respectively | |
| 453 | | |
| 735 | | |
|
Trademark costs | |
| 11,165 | | |
| 11,165 | | |
|
| |
| | | |
| | | |
|
Total Other Assets | |
| 6,246,855 | | |
| 6,247,137 | | |
|
| |
| | | |
| | | |
|
TOTAL ASSETS | |
$ | 6,247,926 | | |
$ | 6,247,137 | | |
|
| |
| | | |
| | | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
CURRENT LIABILITIES | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Bank overdraft | |
$ | | | |
$ | 89 | | |
|
Accounts payable and accrued liabilities | |
| 106,217 | | |
| 77,074 | | |
|
Accrued interest payable on notes payable | |
| 1,182,097 | | |
| 844,460 | | |
|
Accrued consulting fees | |
| 351,700 | | |
| 1,385,917 | | |
|
Notes payable, net of debt discounts of $-0- and $31,709, respectively | |
| 1,409,646 | | |
| 1,434,733 | | |
|
Notes payable to related parties | |
| 2,086,815 | | |
| 2,082,315 | | |
|
Derivative liability | |
| 625,824 | | |
| 206,113 | | |
|
| |
| | | |
| | | |
|
Total Current Liabilities | |
| 5,762,299 | | |
| 6,030,701 | | |
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES | |
| 5,762,299 | | |
| 6,030,701 | | |
|
| |
| | | |
| | | |
|
STOCKHOLDERS' EQUITY / (DEFICIT) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding | |
| | | |
| | | |
|
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 4,212,497,884 and 3,325,531,102 shares issued and outstanding, respectively | |
| 421,250 | | |
| 332,555 | | |
|
Additional paid-in-capital | |
| 15,887,355 | | |
| 14,747,367 | | |
|
Accumulated deficit | |
| (15,822,978 | ) | |
| (14,863,486 | ) | |
|
| |
| | | |
| | | |
|
Total Stockholders' Equity (Deficit) | |
| 485,627 | | |
| 216,436 | | |
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | |
$ | 6,247,926 | | |
$ | 6,247,137 | | |
The accompanying notes are an integral part of
these financial statements
| | 24 | | |
**THE MARQUIE GROUP, INC.**
(formerly Music of Your Life, Inc.)
Consolidated Statements of Operations
|
| |
| | |
| | |
|
| |
For the Year Ended May 31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
NET REVENUES | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
OPERATING EXPENSES | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Salaries and Consulting fees | |
| 120,000 | | |
| 407,905 | | |
|
Professional fees | |
| 30,393 | | |
| 101,970 | | |
|
Other selling, general and administrative | |
| 12,519 | | |
| 39,598 | | |
|
| |
| | | |
| | | |
|
Total Operating Expenses | |
| 162,912 | | |
| 549,473 | | |
|
| |
| | | |
| | | |
|
LOSS FROM OPERATIONS | |
| (162,912 | ) | |
| (549,473 | ) | |
|
| |
| | | |
| | | |
|
OTHER INCOME (EXPENSES) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Income (expense) from derivative liability | |
| (419,711 | ) | |
| 905,940 | | |
|
Interest expense (including amortization of debt discounts of $31,709 and $111,141, respectively) | |
| (376,869 | ) | |
| (521,923 | ) | |
|
| |
| | | |
| | | |
|
Total Other Income (Expenses) | |
| (796,580 | ) | |
| 384,017 | | |
|
| |
| | | |
| | | |
|
LOSS BEFORE INCOME TAXES | |
| (959,492 | ) | |
| (165,456 | ) | |
|
| |
| | | |
| | | |
|
INCOME TAX EXPENSE | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
NET LOSS | |
$ | (959,492 | ) | |
$ | (165,456 | ) | |
|
| |
| | | |
| | | |
|
BASIC AND DILUTED: | |
| | | |
| | | |
|
Net loss per common share | |
$ | (0.00 | ) | |
$ | 0.00 | | |
|
| |
| | | |
| | | |
|
Weighted average shares outstanding | |
| 3,913,742,366 | | |
| 1,537,070,989 | | |
The accompanying notes are an integral part of
these financial statements
****
****
| | 25 | | |
****
**THE MARQUIE GROUP, INC.**
(formerly Music of Your Life, Inc.)
Consolidated Statements of Stockholders
Equity (Deficit)
For the Period from June 1, 2023 to May 31, 2025
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders' | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Balance, June 1, 2023 | |
| 200 | | |
$ | | | |
| 756,612,000 | | |
$ | 75,663 | | |
$ | 14,495,356 | | |
$ | (14,698,030 | ) | |
$ | (127,011 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for services | |
| | | |
| | | |
| 185,000,000 | | |
| 18,500 | | |
| 84,200 | | |
| | | |
| 102,700 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for conversion of debt | |
| | | |
| | | |
| 2,265,475,967 | | |
| 226,548 | | |
| 123,924 | | |
| | | |
| 350,472 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for Standby Equity Agreement | |
| | | |
| | | |
| 118,443,135 | | |
| 11,844 | | |
| 43,887 | | |
| | | |
| 55,731 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net loss for the year ended May 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (165,456 | ) | |
| (165,456 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, May 31, 2024 | |
| 200 | | |
| | | |
| 3,325,531,102 | | |
| 332,555 | | |
| 14,747,367 | | |
| (14,863,486 | ) | |
| 216,436 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for conversion of debt | |
| | | |
| | | |
| 673,936,508 | | |
| 67,392 | | |
| (1,324 | ) | |
| | | |
| 66,068 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Forgiveness of accrued consulting fees by shareholders | |
| | | |
| | | |
| | | |
| | | |
| 1,154,017 | | |
| | | |
| 1,154,017 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for Standby Equity Agreement | |
| | | |
| | | |
| 213,030,274 | | |
| 21,303 | | |
| (12,705 | ) | |
| | | |
| 8,598 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net loss for the year ended May 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (959,492 | ) | |
| (959,492 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, May 31, 2025 | |
| 200 | | |
$ | | | |
| 4,212,497,884 | | |
$ | 421,250 | | |
$ | 15,887,355 | | |
$ | (15,822,978 | ) | |
$ | 485,627 | | |
The accompanying notes are an integral part of
these financial statements
| | 26 | | |
**THE MARQUIE GROUP, INC.**
(formerly Music of Your Life, Inc.)
Consolidated Statements of Cash Flows
|
| |
| | |
| | |
|
| |
For the Years Ended May 31, | | |
|
| |
2025 | | |
2024 | | |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Net loss | |
$ | (959,492 | ) | |
$ | (165,456 | ) | |
|
| |
| | | |
| | | |
|
Adjustments to reconcile net income (loss) to netcash used by operating activities: | |
| | | |
| | | |
|
Stock issued for services | |
| | | |
| 102,700 | | |
|
Depreciation of music inventory | |
| 282 | | |
| 814 | | |
|
Change in fair value of derivative liability | |
| 419,711 | | |
| (905,940 | ) | |
|
Amortization of debt discounts | |
| 31,709 | | |
| 111,141 | | |
|
Default interest added to notes principal balance | |
| | | |
| 67,188 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Accounts payable and accrued liabilities | |
| 29,142 | | |
| 26,410 | | |
|
Accrued interest payable on notes payable | |
| 346,910 | | |
| 359,539 | | |
|
Accrued consulting fees | |
| 119,800 | | |
| 240,000 | | |
|
| |
| | | |
| | | |
|
Net Cash Used by Operating Activities | |
| (11,938 | ) | |
| (163,604 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
|
Music inventory | |
| | | |
| (620 | ) | |
|
Trademark costs | |
| | | |
| (800 | ) | |
|
Payments from loans receivable, related party | |
| | | |
| (6,990 | ) | |
|
| |
| | | |
| | | |
|
Net Cash Used by Investing Activities | |
| | | |
| (8,410 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Bank overdraft | |
| (89 | ) | |
| 43 | | |
|
Proceeds from standby equity agreement | |
| 8,598 | | |
| 55,732 | | |
|
Proceeds from notes payable | |
| | | |
| 124,696 | | |
|
Repayments of notes payable to related parties | |
| | | |
| (8,457 | ) | |
|
Proceeds from notes payable to related parties | |
| 4,500 | | |
| | | |
|
| |
| | | |
| | | |
|
Net Cash Provided by Financing Activities | |
| 13,009 | | |
| 172,014 | | |
|
| |
| | | |
| | | |
|
NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| 1,071 | | |
| | | |
|
| |
| | | |
| | | |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
CASH AND CASH EQUIVALENTS, END OF PERIOD | |
$ | 1,071 | | |
$ | | | |
|
| |
| | | |
| | | |
|
SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Cash Payments For: | |
| | | |
| | | |
|
Interest | |
$ | | | |
$ | | | |
|
Income taxes | |
$ | | | |
$ | | | |
|
Non-cash investing and financing activities: | |
| | | |
| | | |
|
Initial derivative liability charged to debt discounts | |
$ | | | |
$ | 76,055 | | |
|
Forgiveness of accrued consulting fees by shareholders | |
$ | 1,154,017 | | |
$ | | | |
|
Conversion of debt and accrued interest into common stock | |
$ | 66,069 | | |
$ | 350,472 | | |
The accompanying notes are an integral part of
these financial statements
| | 27 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
NOTE 1 - ORGANIZATION
Music of Your Life,
Inc. (the Company) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of Zhong
Sen International Tea Company. From January 2008 to May 2013, the Company operated with the principal business objective of providing
sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high
quality Chinese tea products worldwide. On May 31, 2013 (the Closing Date), the Company entered into a Merger Agreement
(the Merger Agreement) by and among the Company, Music of Your Life, Inc., a Nevada corporation (MOYL Nevada)
incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation (Merger Sub), pursuant to which
MOYL Nevada merged with Merger Sub. As a result of the merger, MOYL Nevada became a wholly owned subsidiary of the Company, and on July
26, 2013, the Company changed its name to Music of Your Life, Inc., and operated a nationwide syndicated radio network.
Acquisition of The Marquie Group,
Inc.
On August 16, 2018
(see Note 10), the Company merged with The Marquie Group, Inc. (TMGI) in exchange for the issuance of a total of 100,000
shares of our common stock to TMGIs stockholders. Following the merger, the Company had 102,277 shares of common stock issued and
outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Companys
name from Music of Your Life, Inc. to The Marquie Group, Inc. The TMGI business plan is to advertise a direct-to-consumer,
health and beauty product line called Whim that use innovative formulations of plant-based, amino-acids and other natural
alternatives to chemical ingredients.
NOTE 2 - SIGNIFICANT
ACCOUNTING POLICIES
This summary of
significant accounting policies of the Company is presented to assist in understanding the Companys financial statements. The financial
statements and notes are representations of the Companys management who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied
in the preparation of the financial statements. The following policies are considered to be significant:
a.Principles
of Consolidation
The consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly
owned subsidiary. All inter-company accounts and transactions have been eliminated.
b.Accounting
Method
The Company recognizes income and expenses
based on the accrual method of accounting. The Company has elected a May 31 year-end.
c.Use
of Estimates in the Preparation of Financial Statements
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
d.Cash
and Cash Equivalents
****
****
| | 28 | | |
****
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
Cash equivalents are generally comprised
of certain highly liquid investments with original maturities of less than three months.
e.Basic
and Fully Diluted Net Loss per Share of Common Stock
In accordance with Financial Accounting
Standards No. ASC 260, Earnings per Share, basic net loss per common share is based on the weighted average number of shares
outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus
dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been
included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.
f.Revenue
Recognition
The Company adopted ASC 606 requires
the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment
when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our
performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the
separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Advance customer payments are
recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts,
if any, are netted against gross revenues.
g.Advertising
Advertising costs, which are expensed
as incurred, were $-0- for the year ended May 31, 2025 and $3,201 for the year ending May 31, 2024.
h.Income
Taxes
Deferred income taxes are provided on
a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit
carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
No tax benefit has been reported in
the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance
of the same amount.
Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.
Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.
| | 29 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
Net deferred tax assets consist of the
following components as of May 31, 2025 and 2024:
|
Schedule of net deferred tax assets | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Deferred tax assets: | |
| | | |
| | | |
|
NOL Carryover | |
$ | 1,709,720 | | |
$ | 1,603,025 | | |
|
Valuation allowance | |
| (1,709,720 | ) | |
| (1,603,025 | ) | |
|
Net deferred tax asset | |
$ | | | |
$ | | | |
The income tax provision differs from
the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May
31, 2025 and 2024 due to the following:
|
Schedule of provision for income taxes | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Expected tax (benefit) at 21% | |
$ | (201,493 | ) | |
$ | (34,746 | ) | |
|
Non-deductible expense (non-taxable income) from derivative liability | |
| 88,139 | | |
| (190,247 | ) | |
|
Non-deductible amortization of debt discounts | |
| 6,659 | | |
| 23,340 | | |
|
Change in valuation allowance | |
| 106,695 | | |
| 201,653 | | |
|
Provision for income taxes | |
$ | | | |
$ | | | |
For the periods presented, the Company had no tax positions
or unrecognized tax benefits.
The Company includes interest and penalties
arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For the
periods presented, the Company had no such interest or penalties.
i.Concentrations
of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents
at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation
for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2025.
j.Recent
Accounting Pronouncements
We have reviewed accounting pronouncements
issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position,
results of operations, or cash flows for the years ended May 31, 2025 and 2024.
Certain other accounting pronouncements
have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted
by the Company. The impact on the Companys financial position and results of operations from adoption of these standards is not
expected to be material.
NOTE 3 - FINANCIAL INSTRUMENTS
The Company has adopted FASB ASC 820-10-50,
*Fair Value Measurements.* This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures
of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities in active markets.
| | 30 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
Level 2 inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology
are unobservable and significant to the fair measurement.
The carrying amounts reported in the
balance sheets for the cash and cash equivalents, receivables, and current liabilities each qualify as financial instruments and are a
reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization
and their current market rate of interest.
NOTE 4 - MUSIC INVENTORY
Our Music of Your Life song catalogue
is compiled of more than 100,000 titles. Many of these songs include difficult to find older recordings that originated on long play records
(LPs) which date back to the turn of the 20th century. We also have our entire catalogue on several hundred reel-to-reel
tapes which preserve the high quality of the originals. We have transferred much of this music to a lossless digital format known as the
Waveform Audio File Format (WAV). These WAV files are of a very large size and take up tremendous hard drive space, therefore, we have
converted our entire catalogue to the MPEG-1 Audio Layer 3 format (MP3).
Advancing software and hardware technology in the music space has reached a pinnacle with a recent lossless format called FLAC, or Free
*Lossless* Audio Codec. This technology offers amazing CD or WAV quality specifications
in a small file size. An effort is underway to convert the entire Music of Your Life catalogue from the original source material to the
FLAC format offering our listeners a much-improved experience which cannot be found on any free streaming service today.
The
replacement value of our music catalogue is valued at more than $250,000.
Music inventory consisted of the following:
|
Schedule of music inventory | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Digital music acquired for use in operations at cost | |
$ | 22,268 | | |
$ | 22,268 | | |
|
Accumulated depreciation | |
| (21,815 | ) | |
| (21,533 | ) | |
|
Music inventory net | |
$ | 453 | | |
$ | 735 | | |
The Company purchases digital music
from time to time as new music become available for broadcast on our network. During the year ended May 31, 2025 the Company purchased
$-0- worth of music inventory. For the years ended May 31, 2025 and 2024, depreciation on music inventory was $282 and $814, respectively.
| | 31 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
NOTE 5 ACCRUED CONSULTING FEES
Accrued consulting fees consisted of
the following:
|
Schedule of accrued consulting fees | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 monthly compensation of $20,000 | |
$ | | | |
$ | 728,817 | | |
|
Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 monthly compensation of $15,000 | |
| | | |
| 305,200 | | |
|
Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) monthly compensation of $5,000 to November 30, 2019 | |
| 131,350 | | |
| 131,350 | | |
|
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) monthly compensation of $5,000 to February 28, 2019 | |
| 144,700 | | |
| 144,700 | | |
|
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) monthly compensation of $1,000 to November 30, 2019 | |
| 48,000 | | |
| 48,000 | | |
|
Due to two other service providers | |
| 27,650 | | |
| 27,850 | | |
|
Total | |
$ | 351,700 | | |
$ | 1,385,917 | | |
****
The accrued consulting
fees balance changed as follows:
|
Schedule of accrued consulting fees balance | |
| | | |
| | | |
|
| |
Year Ended | | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Balance, beginning of period | |
$ | 1,385,917 | | |
$ | 1,145,917 | | |
|
Compensation expense accrued pursuant to consulting agreements | |
| 120,000 | | |
| 240,000 | | |
|
Accrued consulting fees forgiven | |
| (1,154,017 | ) | |
| | | |
|
Payments to consultants | |
| (200 | ) | |
| | | |
|
Balance, end of period | |
$ | 351,700 | | |
$ | 1,385,917 | | |
See Note 10 (Commitments and Contingencies)
****
| | 32 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
NOTE 6 - NOTES PAYABLE
Notes payable consisted of the following:
|
Schedule of notes payable | |
| | | |
| | | |
|
| |
May 31,2025 | | |
May 31,2024 | | |
|
Notes payable to entities, non-interest bearing, due on demand, unsecured | |
$ | 54,079 | | |
$ | 54,079 | | |
|
Note payable to an individual, due on May 22, 2015, in default (B) | |
| 25,000 | | |
| 25,000 | | |
|
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) | |
| 50,000 | | |
| 50,000 | | |
|
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) | |
| 7,000 | | |
| 7,000 | | |
|
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) | |
| 50,000 | | |
| 50,000 | | |
|
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) | |
| 50,000 | | |
| 50,000 | | |
|
Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) | |
| 25,000 | | |
| 25,000 | | |
|
Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) | |
| 40,000 | | |
| 40,000 | | |
|
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) | |
| 25,000 | | |
| 25,000 | | |
|
Convertible note payable to an individual, interest at 10%, due on demand (V) | |
| 46,890 | | |
| 46,890 | | |
|
Convertible note payable to an individual, interest at 8%, due on demand (W) | |
| 29,000 | | |
| 29,000 | | |
|
Convertible note payable to an individual, interest at 8%, due on demand (X) | |
| 21,500 | | |
| 21,500 | | |
|
Convertible note payable to an entity, interest at 10%, due on demand (Y) | |
| 8,100 | | |
| 8,100 | | |
|
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) | |
| 35,000 | | |
| 35,000 | | |
|
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) | |
| 8,506 | | |
| 8,505 | | |
|
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default (SS) | |
| 154,764 | | |
| 154,764 | | |
|
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) | |
| 152,369 | | |
| 152,369 | | |
|
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) | |
| 14,000 | | |
| 14,000 | | |
|
Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY) | |
| 424 | | |
| 424 | | |
|
Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ) | |
| 174,128 | | |
| 203,095 | | |
|
Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C) | |
| 6,339 | | |
| 12,649 | | |
|
Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default (F) | |
| 76,375 | | |
| 76,375 | | |
|
Convertible note payable to an entity, interest at 10%, due on August 15, 2024, in default (J) | |
| | | |
| 10,201 | | |
|
Convertible note payable to an entity, interest at 12%, due on September 18, 2024, in default (K) | |
| 3,500 | | |
| 2,448 | | |
|
Convertible note payable to an entity, interest at 12%, due on January 18, 2025, in default (L) | |
| 30,555 | | |
| 11,217 | | |
|
Note payable to an entity, terms to be agreed on and memorialized subsequent to May 31, 2025 | |
| 48,641 | | |
| 48,641 | | |
|
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements. | |
| 70,000 | | |
| 70,000 | | |
|
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements. | |
| 100,000 | | |
| 100,000 | | |
|
Notes payable to individuals, non-interest bearing, due on demand | |
| 103,476 | | |
| 103,476 | | |
|
Total Notes Payable | |
| 1,409,646 | | |
| 1,434,733 | | |
|
Less: Current Portion | |
| (1,409,646 | ) | |
| (1,434,733 | ) | |
|
Long-Term Notes Payable | |
$ | | | |
$ | | | |
****
****
****
| | 33 | | |
****
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
(B) On April 22, 2015, the Company issued
a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.
(D) On July 24, 2015, the Company issued
a $50,000 Promissory Note to Kodiak Capital Group, LLC (Kodiak) for services rendered in association with an Equity Purchase
Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.
(E) On July 31, 2015, the Company issued
a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.
(G) On August 6, 2015, the Company issued
a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.
(H) On August 21, 2015, the Company
issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.
(I) On September 21, 2015, the Company
issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal
and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21,
2016.
(M) On December 29, 2015, the Company
issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per
annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 8 (Derivative
Liability).
(P) On June 3, 2016, the Company issued
a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.
(V) On May 3, 2017, the Company issued
a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October
14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to $0.0001293 per share.
(W) On April 5, 2017, the Company issued
a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August
23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the
Conversion Date. See Note 8 (Derivative Liability).
(X) On April 5, 2017, the Company issued
a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October
31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the
Conversion Date. See Note 8 (Derivative Liability).
(Y) On March 1, 2017, the Company issued
a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears
interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common
stock at a Conversion Price equal to the higher of $0.00004 per share or 60% of the lowest Trading Price during the 5 Trading Day period
prior to the Conversion Date.
| | 34 | | |
****
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
(DD) On March 5, 2018, the Company issued
a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum,
was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).
(GG) On September 18, 2018, the Company
issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per
annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).
(SS) On November 30, 2020, the Company
issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above.
The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is
convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105%
of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately
preceding the date of the conversion. See Note 8 (Derivative Liability).
(VV) On June 4, 2021, the Company issued
a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE),
(FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible
at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2)
50% of the lowest trading price of the common stock for the previous 15-day trading period. See Note 8 (Derivative Liability).
(WW) On August 27, 2021, the Company
issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per
annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).
(YY) On December 21, 2021, the Company
issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per
annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock.
(ZZ) On February 8, 2022, the Company
issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12%
per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock.
(C) On November 4, 2022, the Company
issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $25,000. The note bears interest at a rate of 12% per
annum, is due on November 4, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the lower of (1) $0.005, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.
See Note 8 (Derivative Liability).
(F) On April 10, 2023, the Company issued
a $61,100 Convertible Promissory Note to a lender for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum,
is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to the lower of (1) $0.003, or (2) par value of common stock. See Note 8 (Derivative Liability).
(J) On November 7, 2023, the Company
issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per
annum, is due on August 15, 2024, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion
Date. See Note 8 (Derivative Liability).
| | 35 | | |
****
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
(K) On September 18, 2023, the Company
issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per
annum, is due on September 18, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).
(L) On January 18, 2024, the Company
issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $22,800. The note bears interest at a rate of 12% per
annum, is due on January 18, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the lower of $0.0002 or 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See
Note 8 (Derivative Liability).
Concentration of Notes Payable
The principal balance of the notes payable
was due to:
|
Schedule of principal balance of notes payable | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
| |
| | |
| | |
|
Lender A | |
$ | 329,317 | | |
$ | 358,283 | | |
|
Lender B | |
| 209,874 | | |
| 209,874 | | |
|
14 other lenders | |
| 870,455 | | |
| 898,285 | | |
|
| |
| | | |
| | | |
|
Total | |
| 1,409,646 | | |
| 1,466,442 | | |
|
| |
| | | |
| | | |
|
Less debt discounts | |
| | | |
| (31,709 | ) | |
|
| |
| | | |
| | | |
|
Net | |
$ | 1,409,646 | | |
$ | 1,434,733 | | |
NOTE 7 NOTES PAYABLE RELATED PARTIES
Notes payable related parties
consisted of the following:
|
Schedule of notes payable related parties | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | |
$ | 2,073 | | |
$ | 2,073 | | |
|
Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | |
| 69,250 | | |
| 69,250 | | |
|
Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured | |
| 15,492 | | |
| 10,992 | | |
|
Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) | |
| 2,000,000 | | |
| 2,000,000 | | |
|
Total Notes Payable Related Parties | |
| 2,086,815 | | |
| 2,082,315 | | |
|
Less: Current Portion | |
| (2,086,815 | ) | |
| (2,082,315 | ) | |
|
Long-Term Notes Payable | |
$ | | | |
$ | | | |
| | 36 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
NOTE 8 - DERIVATIVE LIABILITY
The derivative liability at May 31,
2025 and 2024 consisted of:
|
Schedule of derivative liability | |
| | |
| | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
| |
Face Value | | |
Derivative Liability | | |
Face Value | | |
Derivative Liability | | |
|
Convertible note payable issued December 29, 2015, due December 29, 2016 (M) | |
$ | 40,000 | | |
$ | 40,000 | | |
$ | 40,000 | | |
$ | 40,000 | | |
|
Convertible note payable issued April 5, 2017, due on demand (W) | |
| 29,000 | | |
| 43,500 | | |
| 29,000 | | |
| 43,500 | | |
|
Convertible note payable issued April 5, 2017, due on demand (X) | |
| 21,500 | | |
| 32,250 | | |
| 21,500 | | |
| 32,250 | | |
|
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) | |
| 35,000 | | |
| 35,000 | | |
| 35,000 | | |
| 35,000 | | |
|
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) | |
| 8,506 | | |
| 8,506 | | |
| 8,506 | | |
| 8,506 | | |
|
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) | |
| 154,764 | | |
| 149,350 | | |
| 154,764 | | |
| 7,040 | | |
|
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) | |
| 152,369 | | |
| 159,306 | | |
| 152,369 | | |
| 4,224 | | |
|
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) | |
| 14,000 | | |
| 7,538 | | |
| 14,000 | | |
| 7,538 | | |
|
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) | |
| 12,649 | | |
| 6,339 | | |
| 12,649 | | |
| 3,520 | | |
|
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) | |
| 76,375 | | |
| 109,980 | | |
| 76,375 | | |
| 7,040 | | |
|
Convertible note payable issued November 7, 2023, due on August 15, 2024 (J) | |
| 21,520 | | |
| | | |
| 21,520 | | |
| 5,209 | | |
|
Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) | |
| 3,500 | | |
| 3,500 | | |
| 3,500 | | |
| 5,880 | | |
|
Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) | |
| 30,555 | | |
| 30,555 | | |
| 30,555 | | |
| 6,406 | | |
|
Totals | |
$ | 599,738 | | |
$ | 625,824 | | |
$ | 599,738 | | |
$ | 206,113 | | |
The above convertible notes contain
a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common
stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion
features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts
and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance
dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability
of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.
Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2025 include (1) stock price of $0.001 per share, (2) exercise prices ranging from
$0.00004 to $0.005 per share, (3) terms are 0 days, (4) expected volatility of 3,176% and (5) risk free interest rates at 4.33%.
Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from
$0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 231 days, (4) expected volatility of 428% and (5) risk free interest rates
ranging from 5.42% to 5.48%.
| | 37 | | |
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2024
Concentration of Derivative Liability
The derivative liability relates to
convertible notes payable due to:
|
Schedule of derivative liability relates to convertible notes payable | |
| | |
| | |
|
| |
May 31, 2025 | | |
May 31, 2024 | | |
|
| |
| | |
| | |
|
Lender A | |
$ | 149,350 | | |
$ | 7,040 | | |
|
Lender B | |
| 109,980 | | |
| | | |
|
Lender C | |
| 36,894 | | |
| 3,520 | | |
|
Lender D | |
| 210,350 | | |
| 55,268 | | |
|
5 other lenders | |
| 119,250 | | |
| 140,285 | | |
|
| |
| | | |
| | | |
|
Total | |
$ | 625,824 | | |
$ | 206,113 | | |
NOTE 9 - EQUITY TRANSACTIONS
On October 13, 2022 (the Closing
Date), the Company entered into a Standby Equity Commitment Agreement (the Equity Agreement by and among the Company,
and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Companys
sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the Put Shares) at a purchase price
of 90% of the average of the two (2) lowest volume weighted average prices of the Companys Common Stock on OTCQB during the six
(6) Trading Days immediately following the Clearing Date.
Contemporaneous therewith, the Company
and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant
in a registration statement on Form S-1 (the Registration Statement). The Registration Statement was filed on October 21,
2022.
During the year ended May 31, 2024,
the Company issued an aggregate of 118,443,135 shares of common stock pursuant to the Equity Agreement for net proceeds of $55,731.
During the year ended May 31, 2024,
the Company issued an aggregate of 185,000,000 shares of common stock for consulting and investor relations services rendered to the Company.
The shares were valued using the market price for the stock on the date of issuance. The Company recognized $102,700 in expenses which
is included in Salaries and Consulting Fees in the Consolidated Statement of Operations for the year ended May 31, 2024.
During the year ended May 31, 2024,
the Company issued an aggregate of 2,265,475,967 shares of common stock for the conversion of notes payable and accrued interest in the
aggregate amount of $350,472.
During the year ended May 31, 2025,
the Company issued an aggregate of 213,030,274 shares of common stock pursuant to the Equity Agreement for net proceeds of $8,598.
During the year ended May 31, 2025,
the Company issued an aggregate of 673,936,508 shares of common stock for the conversion of notes payable and accrued interest in the
aggregate amount of $66,068.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Consulting Agreements with Individuals
The Company has entered into Consulting
Agreements with the Companys Chief Executive Officer, the wife of the Companys Chief Executive Officer, the mother of the
Companys Chief Executive Officer, and other service providers (see Note 5 Accrued Consulting Fees). The Consulting Agreement
with the Companys Chief Executive Officer provides for monthly
| | 38 | | |
****
**THE MARQUIE GROUP, INC.**
**(formerly Music of Your Life, Inc.)**
Notes to the Consolidated Financial Statements
May 31, 2025
compensation of $20,000. The Consulting
Agreement with the wife of the Companys Chief Executive Officer provided for monthly compensation of $15,000 and expired on May
31, 2021. The Consulting Agreement with the mother of the Companys Chief Executive Officer provides for monthly compensation of
$5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500
and were terminated as of November 30, 2019.
Corporate Consulting Agreement
On March 14, 2018, the Company executed
a Corporate Consulting Agreement (the Agreement) with a consulting firm entity (the Consultant). The Agreement
provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4
months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior
notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1, 2018,
the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which
was expensed and included in Salaries and Consulting Fees in the Consolidated Statement of Operations for the year ended
May 31, 2018. No other amounts were accrued at May 31, 2022 and 2021. On October 16, 2018 (see Note 10), the Company issued 5,000 shares
of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the
Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.
NOTE 11 INVESTMENT IN ACQUISITION
On September 20, 2022, the Company entered
into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (Simply Whim), in
exchange for 666,666,668 shares of common stock of the Company and a promissory note in the face amount of $2,000,000. Simply Whim is
a skin care product development company. At the date of the acquisition, the price per share of the company shares was $0.0063. The total
consideration paid by the company (value of stock issued and promissory note) was $6,200,000 which has been recorded as Investment in
Acquisition on the balance sheet.
****
NOTE 12 - GOING CONCERN
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. At May 31, 2025, the Company had negative working capital of $5,761,228 and an accumulated
deficit of $15,822,978. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.
To date the Company has funded its operations
through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2026
and with the expected cash requirements for the coming year, there is substantial doubt as to the Companys ability to continue
operations.
The Company is attempting to improve
these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products
and services.
The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
NOTE 13 SUBSEQUENT EVENTS
The Company has evaluated subsequent
events from the balance sheet date through the date the financial statements were issued and determined there are no additional events
requiring disclosure.
| | 39 | | |
****
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.**
**ITEM 9A. CONTROLS AND PROCEDURES.**
**Managements Report on Disclosure Controls
and Procedures**
We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our reports filed under the *Securities Exchange
Act of 1934*, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions
regarding required disclosure.
As of May 31, 2025, the end
of our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure
controls and procedures were not effective as of the end of the period covered by this annual report. One member of our management team
handles all accounting duties including the recording of transactions, paying bills, and reconciling the bank account. We have minimized
this risk by having an external accountant review all transactions and make the appropriate adjustments. We do not have a formal audit
committee.
**Managements Report on Internal Control
over Financial Reporting**
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but
not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed
in accordance with managements authorization and recorded properly to permit the preparation of financial statements in conformity
with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control
over financial reporting as of May 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated Framework*. Our management
has concluded that, as of May 31, 2024, our internal control over financial reporting is not effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
US generally accepted accounting principles. This annual report does not include an attestation report of the Companys registered
public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by
the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only managements report in this annual report.
**Inherent limitations on effectiveness of controls**
Internal control over financial
reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the financial reporting process, and it is possible to design into
the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
****
| | 40 | | |
**Changes in Internal Control over Financial
Reporting**
None.
**ITEM 9B. OTHER INFORMATION.**
During the quarter ended May 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement
or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Wedo not maintain insider trading policiesand procedures
governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are
reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us. We have failed to do so
due to limited number of members of management, limited resources, and the lack of equity awards granted to management.
**Change in Auditor**
On June 5, 2025, the Company
dismissed its independent registered accounting firm Olayinka Oyebola & Company and engaged LAO Professionals as its independent accountant
following the prior accountants dismissal.
****
****
****
****
****
****
****
| | 41 | | |
****
**PART III**
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE.**
**Board of Directors**
Our board of directors consists of the following
individual:
|
Name and Year First Elected Director(1) |
|
Age |
|
Background Information | |
|
Marc Angell
(2013) |
|
67 |
|
Marc Angell has been the Chief Executive Officer
of The Marquie Group, Inc. since November 2012. His career in media and broadcasting began in 1977 when he changed his major from Filmmaking
to Broadcasting at Columbia Motion Picture College. With a background in on-air and broadcast production, Angell's trajectory took a significant
turn when he acquired the renowned "Music of Your Life" trademark in 2008. Since 1978, "Music of Your Life" has been
a cornerstone of the Adult Standards music format, broadcasting around the clock to radio stations throughout the United States and Canada.
In November 2012, Angell founded Music of Your Life, Inc., an entertainment company aimed at expanding the brand beyond radio into television
programming, live concerts, internet radio, and merchandising. The brand, known for its celebrity announcers, has been featured in popular
TV shows, movies, celebrity cruises, and Time Life music collections.
In 2000, Angell founded Planet Halo, a wireless
telecommunications company where he served as CEO. There, he developed the "Halo," a wireless messaging device and software
platform that offered a cost-effective alternative to the Blackberry. Under his leadership, Planet Halo launched the nations first
wireless MESH system for marine use, providing wireless internet access to Ventura Harbor, California. In May 2004, he sold Planet Halo
to Concierge Technologies, Inc., now known as Marygold, Inc. (NYSE: MGLD). Previously, Angell served as a director at Wireless Village,
Inc., a telecommunications solutions provider, and at Concierge Technologies, Inc., a public company, from June 2004 to January 2008.
In January 1990 Mr. Angell founded Angellcom,
a supplier and distributor of one-way paging devices in the U.S. He remained its CEO until 1999. Mr. Angell conceptualized, designed,
and marketed one-way pagers for Angellcom that broke the traditional mold of pagers by offering them in multiple, vibrant colors. He also
delivered the nation's first alpha-numeric pager that sold for under $100. As a result, Angellcom became one of the largest suppliers
of one-way pagers in North America.
During the 1990s, Mr. Angell was also involved
in the land mobile radio business as a license holder and manager of 220MHz radio systems throughout the United States and Mexico. Angell
became the first US citizen to hold a spectrum license in Mexico.
Earlier in his career, Angell worked in various
roles in the film industry, both in front of and behind the camera, before transitioning into broadcasting. He spent nearly two decades
as a radio disc jockey, news reporter for radio and television, sports anchor, weather announcer, and writer of news and feature stories
for both radio and TV.
Mr. Angell was the creator, and first-to-market
with the iPad trademark, the HALO trademark, and the WINGS trademark, all of which were successfully
negotiated with their respective current owners. | |
(1) The business address of
each of our directors is 7901 4th St. N, Ste. 4887, St. Petersburgh, FL 33702
| | 42 | | |
**Director Independence**
Because our common stock is
not currently listed on a national securities exchange, we have used the definition of independence of The NASDAQ Stock
Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an independent director is a person other
than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Companys
board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
NASDAQ listing rules provide that a director cannot be considered independent if:
the
director is, or at any time during the past three years was, an employee of the company;
the
director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive
months within the three years preceding the independence determination (subject to certain exclusions, including, among other things,
compensation for board or board committee service);
a
family member of the director is, or at any time during the past three years was, an executive officer of the company;
the
director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which
the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of
the recipients consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
the
director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three
years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family
member of the director is a current partner of the companys outside auditor, or at any time during the past three years was a partner
or employee of the companys outside auditor, and who worked on the companys audit. We do not have any independent directors.
We do not have an audit committee, compensation committee or nominating committee. We do however have a code of ethics that applies to
our officers, employees, and director.
**Compensation of Directors**
Although we anticipate compensating
the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service
as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.
**Board of Directors Meetings and Committees**
Although various items were
reviewed and approved by the Board of Directors via unanimous written consent during fiscal year ended May 31, 2025, the Board held no
in-person meetings.
We do not have Audit or Compensation
Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an audit
committee financial expert as such term is described in Item 401 of Regulation S-K promulgated by the SEC.
**Changes in Procedures by which Security Holders
May Recommend Nominees to the Board**
Any
security holder who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board of Directors.
The letter should be signed, dated, and include the name and address of the security holder making the recommendation, information to
enable the Board to verify that the security holder was the holder of record or beneficial owner of the companys securities as
of the date of the letter, and the name, address and resum of the potential nominee. Specific minimum qualifications for directors
and director nominees which the Board believes must be met in order to be so considered include, but are not limited to, management experience,
exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties. There
have been no changes to the procedures by which a security holder may recommend a nominee to the Board during our most recently ended
fiscal year.
| | 43 | | |
**Executive Officers**
Marc Angell is our sole executive
officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial officer. Further information
pertaining to Mr. Angells business background and experience is contained in the section above marked *DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE*.
****
**Section 16(a) Beneficial Ownership Reporting
Compliance**
We are required to identify
each person who was an officer, director, or beneficial owner of more than 10% of our registered equity securities during our most recent
fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
To our knowledge, during the
fiscal year ended May 31, 2024, based solely upon a review of such materials as are required by the Securities and Exchange Commission,
no other officer, director, or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed
to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the
Exchange Act of 1934.
**Code of Ethics**
The Company expects that its
Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their
duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code
of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair,
accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and
Exchange Commission (the SEC), or other regulatory bodies and in other public communications made by the Company.
**ITEM 11. EXECUTIVE COMPENSATION.**
The following table summarizes
the total compensation for the two fiscal years ended May 31, 2025 of each person who served as our principal executive officer or principal
financial and accounting officer collectively, (the Named Executive Officers) including any other executive officer who
received more than $100,000 in annual compensation from the Company.
**Executive salaries have
been accrued and remain unpaid for the years ending May 31, 2025, and 2024.**We did not award cash bonuses, stock options or non-equity
incentive plan compensation to any Named Executive Officer during the two fiscal years ended May 31, 2025; thus, these items are omitted
from the table below:
**Summary Compensation Table**
|
Name and Principal Position | |
Fiscal Year | | |
Salary | | |
Stock Awards | | |
All Other Compensation (1) | | |
Total | | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
Marc Angell | |
| 2025 | | |
$ | | | |
$ | | | |
$ | 120,000 | | |
$ | 120,000 | | |
|
Chief Executive Officer Secretary | |
| 2024 | | |
$ | | | |
$ | | | |
$ | 240,000 | | |
$ | 240,000 | | |
(1) Accrued consulting fees. See Notes 6 and 11 to the financial statements.
There is no other arrangement
or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected
as such.
**Outstanding Equity Awards at Fiscal Year-End**
There were no grants or equity
awards to our Named Executive Officers or directors during the fiscal year ended May 31, 2025.
****
****
**Granting of Certain Equity Awards Close in Time to the Release of
Material Nonpublic Information**
We
do not grant equity awards in anticipation of the release of material nonpublic informationthat is likely to result in changes
to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last
completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business
days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of
a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting
the value of executive compensation.
****
| | 44 | | |
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**
The following table sets forth
the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of
the outstanding shares of our common stock, and our executive officers and directors as a group, as of September 10, 2019. Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has
the same address as us. Our address is 7901 4th St. N, Ste. 4887, St. Petersburgh, FL 33702. As of August 24, 2024, there were
3,888,065,460 shares of common stock issued and outstanding, and 200 shares of Series A Preferred Stock issued and outstanding. Each share
of Series A Preferred Stock have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at
the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the
time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series
A Preferred Stock continues to have no conversion, liquidation, or dividend rights. The following table describes the ownership of our
voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person
known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.
|
Name | |
Sole Voting and Investment Power | | |
Other Beneficial Ownership | | |
Total | | |
Percent of Class Outstanding | | |
|
Jacquie Angell(1) | |
| | | |
| 666,699,719 | | |
| 666,699,719 | | |
| 17% | | |
|
Marc Angell(2) | |
| | | |
| 666,699,719 | | |
| 666,699,719 | | |
| 17% | | |
|
All directors/director nominees and executive officers as a group (1 person) | |
| | | |
| 666,699,719 | | |
| 666,699,719 | | |
| 17% | | |
|
(1) | Shareholder
and spouse of CEO/Chairman, Marc Angell. Includes 666,699,719 shares of common stock held
by the Angell Family Trust. |
|
|
(2) | CEO/Chairman
of the Board of Directors and spouse of shareholder, Jacquie Angell. Includes 666,699,719
shares of common stock held by the Angell Family Trust. Excludes 200 shares of Series A Preferred
Stock held by Mr. Angell which have super-voting rights, but no conversion, dividend, or
liquidation rights. If the votes of the Series A Preferred Stock were taken into account,
Mr. Angell would beneficially hold approximately 17% of the voting securities of the Company. |
|
**Limitation of Liability of Directors and Officers; Indemnification
and Advance of Expenses**
Pursuant to our charter and
under Section 607.0850 of the 2012 Florida Statutes (hereafter, the Statutes), our directors are not liable to us or our
stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal
dividend payments or stock redemptions under Florida law or any transaction from which a director has derived an improper personal benefit.
Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees,
and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements
with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.
We intend to enter into indemnification
agreements with certain of our current directors and officers. The indemnification agreement will indemnify the indemnitee to the fullest
extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned
partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a
director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at
our request as a director, officer, employee or agent of another entity. If appropriate, we will be entitled to assume the defense of
the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel
employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized
by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume
the defense of such claim.
| | 45 | | |
The Bylaws of the Company
provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Florida Law. Such Bylaws provide
that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal,
administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.
**Disclosure of Commission Position on Indemnification
for Securities Act Liabilities**
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions
above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act, and is, therefore, unenforceable.
In the event that a claim
for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers,
or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public
policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue
**Provisions of Our Charter and Bylaws**
Our charter and bylaws provide
that our board of directors will have the exclusive power to make, alter, amend, or repeal any provision of our bylaws.
**Change of Control**
On February 26, 2013, Marc
Angell purchased a controlling interest in the Company. Through his ownership of 200 shares of Series A Preferred Stock, he and may unilaterally
determine the election of the Board and other substantive matters requiring approval of the Companys stockholders.
Other than the transactions
and agreements disclosed in this Report, the Registrant knows of no arrangements which may result in a change of control of the Registrant.
No officer, director, promoter,
or affiliate of the Registrant has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired
by the Registrant through security holdings, contracts, options or otherwise.
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.**
**Certain Relationships and Related Transactions**
On March 4, 2016, the Board
of Directors of Music of Your Life, Inc., a Florida corporation (the Company) issued all 200 previously authorized but unissued
shares of Series A Preferred Stock (the Preferred Stock) to the Companys sole officer and director Marc Angell. At
May 31, 2023, the Preferred Stock collectively holds 80% of the total voting power of the Company.
On November 9, 2016, the Company
amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000
shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have
voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the
total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the
number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have
no conversion, liquidation, or dividend rights.
| | 46 | | |
On August 16, 2018 (the Closing
Date), Music of Your Life, Inc. (the Company) entered into a Merger Agreement (the Merger Agreement)
by and among the Company, and The Marquie Group, Inc., a Utah corporation ("TMGI"), pursuant to which the Company merged with
TMGI. The Company was the surviving corporation. Each shareholder of TMGI received one (1) share of common stock of the Company for every
one (1) share of TMGI common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares
of TMGI held by TMGI shareholders were cancelled, and 100,000 shares of common stock of the Company were issued to the TMGI shareholders.
A majority of these shares, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company.
This is considered a related party transaction. The TMGI merger will provide the Company with certain registered trademarks and intellectual
property of TMGI with respect to health, beauty, and social networking products.
**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**
On August 23, 2024, the Company
dismissed its independent registered accounting firm Green Growth CPAs and engaged Olayinka Oyebola & Company as its independent
accountant following the prior accountants dismissal. The following table sets forth fees invoiced by our independent registered
accounting firm during the fiscal years ended May 31, 2025, and 2024:
|
| |
2025 | | |
2024 | | |
|
Audit Fees | |
$ | 24,000 | | |
$ | 34,000 | | |
|
Audit Related Fees | |
| -0- | | |
| -0- | | |
|
Tax Fees | |
| -0- | | |
| -0- | | |
|
All Other Fees | |
| -0- | | |
| -0- | | |
|
Total Fees | |
$ | 24,000 | | |
$ | 34,000 | | |
It is the policy of the Board
of Directors, which presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct
our financial audit and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services
of the independent registered accounting firms reflected above were pre-approved by the Board of Directors.
****
****
****
****
****
****
| | 47 | | |
****
**PART IV**
**ITEM 15. EXHIBITS.**
The following exhibits are filed with or incorporated
by referenced in this report:
|
Exhibit
Number |
|
Description | |
|
3.1 |
|
Amended and Restated Articles of Incorporation dated March 19, 2021 (incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on Form S-1 filed on November 11, 2022) | |
|
14.1 |
|
Code of Ethics for the Registrant (incorporated by reference to Exhibit 14.1 to the Registrants Current Report on Form S-1 filed on November 11, 2022) | |
|
21.1 |
|
Subsidiaries of the Registrant | |
|
31.1 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Marc Angell | |
|
32 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Marc Angell | |
|
|
|
| |
|
101.INS | |
Inline XBRL Instance Document (the instance document does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document) | |
|
101.SCH | |
Inline XBRL Taxonomy Extension Schema Document | |
|
101.CAL | |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
|
101.DEF | |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
|
101.LAB | |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
|
101.PRE | |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
|
104 | |
Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). | |
****
**ITEM 16. FORM 10-K SUMMARY.**
None.
****
****
****
| | 48 | | |
****
**SIGNATURES**
In accordance with Section
13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
THE MARQUIE GROUP, INC. | |
|
|
|
(formerly Music of Your Life, Inc.) | |
|
|
|
| |
|
|
|
| |
|
|
/s/ Marc Angell | |
|
Dated: September 11, 2025 |
By: Marc Angell, Chief Executive Officer,
and
Principal Financial Officer | |
In accordance with the Exchange
Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
|
/s/ Marc Angell |
|
Chief Executive Officer |
September 11, 2025 | |
|
Marc Angell |
|
| |
|
/s/ Marc Angell |
|
Director |
September 11, 2025 | |
|
Marc Angell |
|
| |
| | 49 | | |