The Marquie Group flags control weaknesses, note defaults total $326K
The Marquie Group, Inc. (TMGI) filed an amended quarterly report to restate and correct the misclassification of interest-bearing promissory notes and related expenses. The restatement increased accrued interest and notes payable by $123,767, with a matching increase to professional fees and interest expense.
For the quarter ended August 31, 2025, TMGI reported net revenues of $11,920 and a net loss of $2,430,080. Results reflected a $3,700,000 loss on markdown of an investment, a $1,760,461 gain on extinguishment of debt, $701,263 in interest expense, and $297,276 in income from derivative liability revaluation. Cash and equivalents were $41,007, with negative working capital of $4,310,228 and an accumulated deficit of $18,242,017, leading management to note substantial doubt about continuing as a going concern. Shareholders’ equity was a deficit of $(1,763,412), and the company disclosed defaults on eight notes totaling $326,644. A 1‑for‑1,000 reverse stock split was effected on June 5, 2025; common shares outstanding were 4,121,479 as of October 3, 2025.
Positive
- None.
Negative
- Going concern doubt cited with negative working capital of $4,310,228 and accumulated deficit of $18,242,017.
- Large quarterly loss of $2,430,080 on minimal revenue of $11,920.
- Investment markdown recorded at $3,700,000, reducing the carrying value.
- Debt defaults on eight notes aggregating $326,644.
- Shareholders’ equity deficit of $(1,763,412) as of August 31, 2025.
- Material weaknesses in internal controls and ineffective disclosure controls.
Insights
Restatement raises expenses; liquidity and control risks remain elevated.
TMGI restated to correct note misclassification, adding
Operating performance is weak: net revenues were
Management disclosed material weaknesses in disclosure controls and substantial doubt about going concern as of
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
| (Mark One) | |
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| 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:
| (Exact name of registrant as specified in its Charter) |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employee Identification No.) | |
|
|
||
| (Address of principal executive office) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock as of the latest practicable date: As of October 3, 2025 there were
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q for the fiscal quarterly period ended August 31, 2025 (the “Original Form 10-Q”), originally filed with the Securities and Exchange Commission on October 14, 2025, is being filed to restate and correct the misclassification of interest-bearing promissory notes and their related expenses. As described in Note 10 to the accompanying financial statements, the Company has corrected the Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations. No other information in the Original Form 10-Q is amended or updated by this Amendment No. 1 and this Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q.
| 2 |
TABLE OF CONTENTS
| PART I: FINANCIAL INFORMATION | |
| Item 1: Financial Statements | 4 |
| Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 18 |
| Item 3: Quantitative and Qualitative Disclosures about Market Risk | 21 |
| Item 4: Controls and Procedures | 21 |
| PART II: OTHER INFORMATION | |
| Item 1: Legal Proceedings | 22 |
| Item 1A: Risk Factors | 22 |
| Item 2: Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3: Defaults Upon Senior Securities | 22 |
| Item 4: Mine Safety Disclosures | 22 |
| Item 5: Other Information | 22 |
| Item 6: Exhibits | 22 |
| SIGNATURES | 23 |
| 3 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE MARQUIE GROUP, INC.
Consolidated Balance Sheets
| August 31, | May 31, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) (As restated – see Note 10) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Total Current Assets | ||||||||
| OTHER ASSETS | ||||||||
| Investment in Acquisition | ||||||||
| Loans receivable, related party | ||||||||
| Music inventory, net of accumulated depreciation of $ | ||||||||
| Trademark costs | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interest payable on notes payable | ||||||||
| Accrued consulting fees | ||||||||
| Notes payable | ||||||||
| Notes payable to related parties | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred Stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 4 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | ||||||||
| August 31, 2025 | August 31, 2024 | |||||||
(As restated – see Note 10) | ||||||||
| NET REVENUES | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| Salaries and Consulting fees | ||||||||
| Professional fees | ||||||||
| Other selling, general and administrative | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Gain on extinguishment of debt | ||||||||
| Income (expense) from derivative liability | ( | ) | ||||||
| Loss on markdown of investment | ( | ) | ||||||
| Interest expense (including amortization of debt discounts of $- | ( | ) | ( | ) | ||||
| Total Other Income (Expenses) | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAX EXPENSE | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED: | ||||||||
| Net loss per common share | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these financial statements
| 5 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
| Three Months Ended August 31, 2025 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock cancelled for Standby Equity Agreement | – | – | ( | ) | ( | ) | – | – | ||||||||||||||||||||
| Forgiveness of SBA PPP loans | – | – | – | – | – | |||||||||||||||||||||||
| Round up of shares for reverse split | – | – | – | – | – | – | ||||||||||||||||||||||
| Net loss for the three months ended August 31, 2025 | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Three Months Ended August 31, 2024 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss for the three months ended August 31, 2024 | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, August 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
Note: The above statements reflect retroactively the 1 share for 1,000 shares reverse split effective June 5, 2025.
The accompanying notes are an integral part of these financial statements
| 6 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended | ||||||||
| August 31, 2025 | August 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used by operating activities: | ||||||||
| Depreciation of music inventory | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Amortization of debt discounts | ||||||||
| Default fees added to notes principal balance | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Loss on write down of investment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interest payable on notes payable | ||||||||
| Accrued consulting fees | ||||||||
| Net Cash Used by Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Bank overdraft | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments of notes payable to related parties | ( | ) | ||||||
| Proceeds from notes payable to related parties | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash Payments For: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Forgiveness of SBA PPP loans recorded as equity | $ | $ | ||||||
| Accrued consulting fees converted into promissory note | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 7 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2025
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Organization
The Marquie Group, Inc. (formerly 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 (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL 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., a syndicated radio network.
Reverse Stock Split
Effective June 5, 2025, the Company effectuated
a
Basis of Presentation
The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2025 are not necessarily indicative of results that may be expected for the year ending May 31, 2026.
Acquisition of The Marquie Group, Inc.
On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 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 Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch 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.
| 8 |
Extinguishment of Debt
Pursuant to Florida Statute § 95.11(2)(b), the Company has removed
from its balance sheet accounts receivable deemed uncollectible for more than five years and, in accordance with GAAP, recorded a gain
on extinguishment of debt in the amount of $
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 August 31, 2025, the Company had negative working capital of $4,310,228 and an accumulated
deficit of $
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 ending May 31, 2026, and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s 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.
NOTE 2 – MUSIC INVENTORY
Music inventory consisted of the following:
| Schedule of music inventory | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| Digital music acquired for use in operations – at cost | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Music inventory – net | $ | $ | ||||||
The Company purchases digital music to broadcast
over the radio and internet. During the three months ended August 31, 2025, the Company purchased $-
| 9 |
NOTE 3 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| Schedule of accrued consulting fees | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| Due to Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022, balance of $ | $ | $ | ||||||
| Due to wife of Company Chief Executive Officer (Related Party) pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021), balance of $ | ||||||||
| Due to mother of Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 (converted into promissory note during quarter ended August 31, 2025) | ||||||||
| 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 | ||||||||
| 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 | ||||||||
| Due to two other service providers | ||||||||
| Total | $ | $ | ||||||
The accrued consulting fees balance changed as follows:
| Schedule of accrued consulting fees balance | ||||||||
| Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Compensation expense accrued pursuant to consulting agreements | ||||||||
| Accrued consulting fees extinguished | ( | ) | ||||||
| Accrued consulting fees converted into promissory note | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
See Note 8 (Commitments and Contingencies).
| 10 |
NOTE 4 – NOTES PAYABLE
Notes payable consisted of the following:
| Schedule of notes payable | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| Notes payable to an entity, non-interest bearing, due on demand, unsecured | $ | $ | ||||||
| Note payable to an individual, due on May 22, 2015, extinguished on June 1, 2025 (B) | ||||||||
| Note payable to an entity, non-interest bearing, due on February 1, 2016, extinguished on June 1, 2025 (D) | ||||||||
| Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, extinguished on June 1, 2025 (E) | ||||||||
| Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, extinguished on June 1, 2025 (G) | ||||||||
| Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, extinguished on June 1, 2025 (H) | ||||||||
| Note payable to an individual, due on December 20, 2015, 24% default rate from January 20, 2016, extinguished on June 1, 2025 (I) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on December 29, 2016, extinguished on June 1, 2025 (M) | ||||||||
| Note payable to a family trust, interest at 10%, due on November 30, 2016, extinguished on June 1, 2025 (P) | ||||||||
| Convertible note payable to an individual, interest at 10%, extinguished on June 1, 2025 (V) | ||||||||
| Convertible note payable to an individual, interest at 8%, extinguished on June 1, 2025 (W) | ||||||||
| Convertible note payable to an individual, interest at 8%, extinguished on June 1, 2025 (X) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on demand (Y) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on November 30, 2021, extinguished on June 1, 2025 (SS) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) | ||||||||
| Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on December 21, 2022, extinguished on June 1, 2025 (YY) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on February 8, 2023, extinguished on June 1, 2025 (ZZ) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default (F) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on September 18, 2024, in default, net of discount of $-0- and $1,052, respectively (K) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on January 18, 2025, in default, net of discount of $-0- and $19,338, respectively (L) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on August 22, 2026, (N) | ||||||||
| Convertible note payable to an entity, interest at 15, due on March 26, 2026, (O) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on March 24, 2023, in default (R) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on December 19, 2023, in default (S) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on April 8, 2025, in default (T) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on July 31, 2025, in default (U) | ||||||||
| Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgiven by SBA and reclassified as equity | ||||||||
| Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgiven by SBA and reclassified as equity | ||||||||
| Notes payable to individuals, non-interest bearing, written off on June 1, 2025 | ||||||||
| Total Notes Payable | ||||||||
| Less: Current Portion | ( | ) | ( | ) | ||||
| Long-Term Notes Payable | $ | $ | ||||||
| 11 |
(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 6 (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 $0.1293 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 6 (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 6 (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 $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.
| 12 |
(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 6 (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 6 (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 6 (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 6 (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 6 (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) $0.10, 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) $0.10, 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 6 (Derivative Liability).
(F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to MACRAB LLC 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 higher of (1) $0.003, or (2) the par value of the Common Stock. See Note 6 (Derivative Liability).
| 13 |
(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 6 (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 6 (Derivative Liability).
(N) On August 22, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $105,000. The note bears interest at a rate of 6% per annum, is due on August 22, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.
(O) On June 26, 2025, the Company issued a $12,500 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 15% per annum, is due on March 26, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 70% of the volume-weighted average price over the 10 Trading Day period prior to the Conversion Date.
(R) On March 24, 2022, the Company issued a $38,880 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on March 24, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
(S) On December 19, 2022, the Company issued a $31,600 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $25,430. The note bears interest at a rate of 12% per annum, is due on December 19, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to equal to the higher of (1) $0.003, or (2) the par value of the Common Stock $0.0001.
(T) On April 8, 2024, the Company issued a $65,058 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $54,763. The note bears interest at a rate of 12% per annum, is due on April 8, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
(U) On July 31, 2024, the Company issued a $17,820 Convertible Promissory Note to MACRAB LLC who paid this amount to various service providers of the Company. The note bears interest at a rate of 12% per annum, is due on July 31, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
Concentration of Notes Payable:
The principal balance of notes payable was due to:
| Schedule of principal balance of notes payable | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| Lender A | $ | $ | ||||||
| Lender B | ||||||||
| Lender C | 240,932 | - | ||||||
| 5 other lenders | ||||||||
| Total | ||||||||
| Less debt discounts | ||||||||
| Net | $ | $ | ||||||
| 14 |
NOTE 5 – NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
| Schedule of notes payable – related parties | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| 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 | $ | $ | ||||||
| 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 | ||||||||
| Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured | ||||||||
| 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) | ||||||||
| Note payable to the mother of the Chief Executive Officer, interest at 12%, due on demand, unsecured (converted from accrued consulting fees, see Note 3) | ||||||||
| Total Notes Payable | ||||||||
| Less: Current Portion | ( | ) | ( | ) | ||||
| Long-Term Notes Payable | $ | $ | ||||||
NOTE 6 – DERIVATIVE LIABILITY
The derivative liability consisted of the following:
| Schedule of derivative liability | ||||||||||||||||
| August 31, 2025 | May 31, 2025 | |||||||||||||||
| Face Value | Derivative Liability | Face Value | Derivative Liability | |||||||||||||
| Convertible note payable issued December 29, 2015, due December 29, 2016 (M) | $ | $ | $ | $ | ||||||||||||
| Convertible note payable issued April 5, 2017, due on demand (W) | ||||||||||||||||
| Convertible note payable issued April 5, 2017, due on demand (X) | ||||||||||||||||
| Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) | ||||||||||||||||
| Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) | ||||||||||||||||
| Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) | ||||||||||||||||
| Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) | ||||||||||||||||
| Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) | ||||||||||||||||
| Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) | ||||||||||||||||
| Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) | ||||||||||||||||
| Convertible note payable issued November 7, 2023, due on August 15, 2024 (J) | ||||||||||||||||
| Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) | ||||||||||||||||
| Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) | ||||||||||||||||
| Totals | $ | $ | $ | $ | ||||||||||||
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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 August 31, 2025 include (1) stock price of $0.0169 per share, (2) exercise prices ranging from $0.00004 to $0.010985 per share, (3) terms are 0 days, (4) expected volatility of 3.176% and (5) risk free interest rate at 4.41%.
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%.
Concentration of Derivative Liability:
The derivative liability relates to convertible notes payable due to:
| Schedule of derivative liability relates to convertible notes payable | ||||||||
| August 31, 2025 | May 31, 2025 | |||||||
| Lender A | $ | $ | ||||||
| Lender B | ||||||||
| Lender C | ||||||||
| Lender D | ||||||||
| 5 other lenders | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – EQUITY TRANSACTIONS
Effective June 5, 2025, the Company effectuated
a
The company has
On September 27, 2024, we entered into a Standby Equity Financing Agreement (SECA) with Mac Rab, LLC. Pursuant to the SECA said shareholder has committed to purchase up to $1.25 million of our common stock. The per share purchase price for the shares that we may sell under the SECA will fluctuate based on the price of our common stock and will be equal to 80% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the five (5) Trading Days immediately following the Clearing Date. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
| 16 |
During the year ended May 31, 2025, the
Company issued an aggregate of
During the year ended May 31, 2025, the
Company issued an aggregate of
During the three months ended August 31,
2025, the Company cancelled
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Consulting Agreements with Individuals
The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 3 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provided for monthly compensation of $10,000 through May 31, 2022 and was increased to $20,000 after May 31, 2022. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provided 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. See Note 3 (Accrued Consulting Fees).
As of February 28, 2025, the Company’s
Chief Executive Officer and the wife of the Company’s Chief Executive Officer forgave the accrued consulting fees balance due to
them in the amount of $
NOTE 9 – 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
NOTE 10 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
NOTE 11 – 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 material events requiring disclosure.
| 17 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
BUSINESS OVERVIEW
The Marquie Group, Inc. is focused on creating high-quality health and beauty products that we market across various sales channels including our own syndicated radio network. For more information, visit our websites at www.simplywhim.com, and www.musicofyourlife.com. Our annual reports (Form 10-K), quarterly reports (Form 10-Q), current reports (Form 8-K), and any amendments to these reports are available free of charge at www.sec.gov. Please note that the information on our website is not part of, nor incorporated by reference into, this or any other company report filed with or submitted to the SEC.
We operate through two reportable segments: (1) Broadcast/Entertainment and (2) Health and Beauty. Resource allocation is determined by assessing each segment’s operating income and expenses, with adjustments made as needed to reflect operational changes in the business. This assessment excludes costs associated with corporate functions—such as accounting, finance, human resources, legal, tax, and treasury—as well as amortization, depreciation, taxes, and interest expense.
Broadcasting
Our foundational business is radio broadcasting, which includes the ownership and operation of the nation's longest running syndicated music radio network, Music of Your Life. We produce 24-hours of radio content daily which is delivered to our affiliated AM/FM and HD radio stations and simulcast worldwide over the internet.
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.
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.
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 expenses for internet communication facilities.
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Health and Beauty
Our health and beauty operations are managed by Simply Whim, Inc., home to Whim®, a growing beauty brand that blends nature, nutrition, and science to deliver safe, effective products. Whim’s founder—a three-time cancer survivor currently undergoing treatment—has firsthand experience with regulatory gaps in the United States and is committed to raising industry standards. Proudly crafted in the USA, Whim is dedicated to offering responsible beauty solutions, particularly to those navigating the challenges of chemotherapy and daily life.
Expenses which comprise the costs of goods sold will include operational and staffing costs related to product development and product marketing costs. General and administrative expenses are comprised of administrative wages; office expenses; outside legal, accounting, and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising, and promotional expenses, as well as travel and other miscellaneous related expenses.
Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.
RESULTS OF OPERATION
Following is management’s discussion of the relevant items affecting results of operations for the three months ended August 31, 2025 and 2024.
Revenues. The Company generated net revenues of $11,920 and $-0- during the three months ended August 31, 2025 and 2024. Revenues were generated from advertising spot sales on our syndicated radio network. Revenue for Health and Beauty is expected to be included in the company’s upcoming annual 10-K report for the year ending May 31, 2026.
Cost of Sales. Our cost of sales for Broadcasting and Digital Media was $-0- for the three months ended August 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 the company’s upcoming annual 10-K report for the year ending May 31, 2026.
Salaries and Consulting Expenses. Executive salaries remain unpaid and accruing for the period ended August 31, 2025. Accrued salaries and consulting expenses were $6,180 and $60,000 for the three months ended August 31, 2025 and 2024, respectively. 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 were $79,220 and $-0- for the three months ended August 31, 2025 and 2024, respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange Commission. Professional fees also increased due to the reclassification of promissory notes and the related legal fees associated with these notes. We anticipate that professional fees will increase in future periods as we scale up our operations.
Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $13,074 and $640 for the three months ended August 31, 2025 and 2024, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.
Other Income (Expenses). The Company had net other expenses of $2,343,526 for the three months ended August 31, 2025. During the three months ended August 31, 2025, the company recorded a gain on the extinguishment of debt in the amount of $1,760,461, income on the change in the fair value of the derivative liability in the amount of $297,276, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $701,263. Interest expense also increased due to the reclassification of interest bearing promissory notes and the related interest.
| 19 |
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2025, our primary source of liquidity consisted of $41,007 in cash and cash equivalents. We hold our cash reserves in a major United States bank. 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 negative working capital and an accumulated deficit at August 31, 2025, of $4,310,228 and $18,242,017, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the three months ended August 31, 2025 of $2,430,080. 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, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.
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.
CRITICAL ACCOUNTING PRONOUNCEMENTS
Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments, and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2025 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.
We recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.
| 20 |
RECENT ACCOUNTING PRONOUNCEMENTS
We have reviewed accounting pronouncements issued during the past two years 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 periods presented in this report.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting. The disclosure controls and procedures were ineffective because there was no segregation of duties. 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 before the review by our external auditor.
Changes in Internal Controls Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
| 21 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Currently we are not aware of any litigation pending or threatened by or against the Company.
Item 1A. Risk Factors
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
See Note 7 in the notes to the financial statements.
With respect to the transactions in Note 7 to the financial statements, 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.
Item 3. Defaults Upon Senior Securities
The Company has not paid the principal and interest due on 8 notes payable aggregating $326,644 at August 31, 2025. See Note 4 to the Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During
the quarter ended August 31, 2025, no director or officer of the Company
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Music of Your life, Inc. (incorporated by reference to the Company's Form S-1/A filed on November 22, 2022) | |
| 3.2 | Amended and Restated Bylaws of Music of Your Life, Inc. (incorporated by reference to the Company’s Form S-1/A filed on November 22, 2022) | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 22 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| The Marquie Group, Inc. | ||
| Date: November 10, 2025 | By: | /s/ Marc Angell |
| Marc Angell | ||
| Chief Financial Officer | ||
| (Duly Authorized Officer and Principal Executive Officer) | ||
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FAQ
What did TMGI restate in its 10-Q/A?
What were TMGI’s Q1 FY2026 results?
How strong is TMGI’s liquidity?
Did TMGI disclose any defaults?
What drove other income/expense this quarter?
What capital changes occurred at TMGI?
What does management say about internal controls?
