Transglobal Management Group, Inc. (TMGI) intends to negotiate separate, privately negotiated exchanges of convertible notes with individual holders for a new convertible preferred series. The indicative terms are not an offer, and each exchange requires a signed definitive agreement. Related warrants would be surrendered and canceled, and defaults under exchanged notes would be resolved. Conversion would be at 75% of the average daily volume-weighted average price for the 10 trading days before conversion, subject to a 4.99% beneficial-ownership limit that a holder may increase to 9.99% on 61 days’ notice.
Separately, TMGI intends a private placement of a different preferred series, with an indicative $30,000 minimum purchase. The company expects the placement, together with any later financings, to raise up to $500,000 for development of technology assets Third Life World, LLC agreed to contribute and for general corporate purposes. The transactions are independent, and neither is binding until definitive agreements are signed; there is no assurance either will close. Third Life World acquired 200 outstanding Series A preferred shares carrying 80% of TMGI’s voting power, and continued control is an expected exchange condition. Note holder Jacquie Angell is a related party of Marc Angell, TMGI’s Chief Executive Officer; the Board will approve any agreement with her.
Transglobal Management Group, Inc. (TMGI) reported revenue of $95,765 for the three months ended August 31, 2026, compared with $11,920 for the three months ended August 31, 2025. Net income was $1,260,450, versus a net loss of $2,430,080 a year earlier, alongside an operating loss of $392,295. Management said most of the quarter’s net income came from $2,151,928 in income from the change in fair value of derivative liabilities.
At August 31, 2026, cash was $32,474, negative working capital was $6,001,891, and accumulated deficit was $20,187,465. The company said these conditions raise substantial doubt about its ability to continue as a going concern. Disclosure controls were ineffective, with continuing material weaknesses including the absence of an audit committee and qualified independent directors and a lack of segregation of duties. The company reported $420,773 of unpaid principal and interest on 10 notes. After quarter-end, it issued 485,678,102 shares for conversion of notes payable and accrued interest; the proposed Apache Creek Golf Course acquisition did not close, and the seller retained the $200,000 deposit.
Transglobal Management Group, Inc. (TMGI) submitted a Form 12b-25 notice for its Form 10-Q for the quarter ended August 31, 2026, stating that its financial information could not be analyzed and completed on a timely basis.
Transglobal Management Group, Inc. (TMGI) reported that Third Life World, LLC acquired all 200 outstanding Series A Preferred shares from Marc Angell for $140,000 under a control-share purchase agreement. Those shares represent 80% of aggregate voting power, and the report says the transaction gave Buyer voting control. Its cautionary statement says the expected Closing is subject to completion of the Unwind Closing, filing of a Certificate of Designation and Closing payments, and may not occur on expected terms or at all.
The company issued eight Series B Preferred shares to Marc and Jacquie Angell; together they are convertible into Common Stock equal to 4% of outstanding Common Stock immediately following conversion. Marc Angell, the company’s Chief Executive Officer and President, is entitled to consulting fees of $5,000 per month for an initial three-month term beginning at Closing and a one-time $115,000 bonus, payable within 90 days after the Execution Date.
Marc Angell will resign from his officer positions immediately after completion of the applicable Closing deliveries to him, including valid issuance and transfer-agent recording of any Series B shares allocated to him.
Transglobal Management Group, Inc. (TMGI) says its board and the holder of all outstanding Series A Preferred Stock approved by written consent on October 6, 2026, a restatement that would increase authorized Common Stock from 20,000,000,000 to 40,000,000,000 shares. The action cannot be implemented until at least 20 calendar days after the definitive Information Statement is first sent or given to stockholders; the current statement is preliminary, and no proxy is being requested.
The restatement also incorporates the eight outstanding Series B Preferred Stock shares, which are convertible at the holder’s option and could dilute Common Stock holders by up to 4% in aggregate. The company says it has no specific agreement, arrangement or understanding requiring issuance of the newly authorized shares, except for matters previously disclosed in its reports and shares issuable upon Series B conversion.
On October 6, 2026, Transglobal Management Group, Inc. approved an amended and restated charter providing for an increase in authorized Common Stock from 20,000,000,000 shares to 40,000,000,000 shares and designating 8 of its 20,000,000 authorized Preferred Stock shares as Series B Preferred Stock. Each Series B share is convertible into 0.5% of issued and outstanding Common Stock, calculated immediately after conversion; the 8 shares represent 4% in aggregate on the restatement’s non-dilutive terms.
The restatement becomes effective upon filing with the Florida Department of State, which will occur no earlier than 20 calendar days after a definitive Information Statement is mailed to shareholders. The board and a holder of a majority of voting power approved the restatement.
Transglobal Management Group, Inc. (TMGI) CEO Marc Angell acquired 200 Series A shares and 8 Series B shares through grant/award transactions on September 30, 2026, at a reported $0.0001 per share for each class. His reported holdings after the transactions were 200 Series A shares and 8 Series B shares. Series A shares in the aggregate control 80% of the voting power of all classes of TMGI voting stock at all times.
Transglobal Management Group, Inc. (TMGI) entered into and completed an Unwind and Settlement Agreement on September 30, 2026, ending the prior control arrangement and changing leadership. Jeff Foster and Kelly Kirchhoff surrendered 200 previously outstanding Series A Preferred Stock shares to the company, and those shares ceased to be outstanding. After Marc Angell’s appointment as a director and officer, the company issued him 200 newly issued Series A Preferred Stock shares in a separate transaction. Angell holds all 200 outstanding Series A shares, which carry 80% of the company’s total voting power; he paid no cash for them.
Foster resigned as chairman, director and officer; Kirchhoff resigned as an officer and remains a director until his deferred resignation becomes effective under the stated Rule 14f-1 timing. Angell became chairman, director, Chief Executive Officer and President. The Amended Agreement terminated prospectively at closing, except for provisions that survive. The 2022 Angell Note payable to Jacquie Angell remains in force without modification; its original principal was $2,000,000. If Foster or a related party enters any transaction concerning Apache Creek Golf Course, Foster must pay the company $200,000 within five business days.
Transglobal Management Group, Inc. (TMGI) reported a sharp strategic shift into golf technology after acquiring GetGolf, LLC in October 2025, while posting a substantially larger net loss of $5.83 million for the year ended May 31, 2026. Revenue rose to $990,084 from $11,040, mainly from Stand By Golf bookings and advertising, but operating expenses and significant non‑cash charges drove a much deeper loss.
The company recorded a $3.7 million impairment on its Simply Whim investment and a $200,000 loss on a forfeited golf course deposit, partly offset by a $1.93 million gain on extinguishment of debt. At May 31, 2026, TMGI had $2.74 million in assets versus $7.97 million in current liabilities, including $1.78 million in notes payable, $2.52 million in related‑party notes and a $2.16 million derivative liability, resulting in a stockholders’ deficit of $5.23 million.
The independent auditor highlighted substantial doubt about TMGI’s ability to continue as a going concern due to recurring losses and a large accumulated deficit of $21.64 million. The company, which has no employees and relies on two executives plus contractors, plans to grow its Stand By Golf and GETGOLF platforms and may rely on highly dilutive equity and convertible debt financing while it continues to anticipate additional losses.
Transglobal Management Group, Inc. (TMGI) submitted a Notification of Late Filing indicating it will not file its Form 10-K for the fiscal year ended May 31, 2026 by the prescribed deadline. The company states that the financial information to be included in the Form 10-K "cannot be analyzed and completed on a timely basis." Jeff Foster, President, is identified as the contact person and signed the notification on behalf of the company.