Marquie Group (TMGI) logs $4.6M loss and deep deficit amid golf pivot
The Marquie Group, Inc. reported sharply weaker results for the quarter ended November 30, 2025, as it transitions from a radio and beauty focus toward a golf-centered business built around the GetGolf acquisition. Net revenues were only $15,200 for the quarter and $27,120 for the six months, all from radio advertising, while the company prepares to rely on golf green fees, carts, food and beverage, and pro shop sales in the future.
The company posted a quarterly net loss of $2,289,822 and a six‑month net loss of $4,570,328, driven by high operating costs, heavy interest expense of $1,064,044, and a $3,700,000 markdown of its 25% Simply Whim investment. A large portfolio of convertible notes created a derivative liability of $2,449,374, up from $625,824, and total current liabilities of $6,878,915 far exceed total assets of $2,859,714, leaving stockholders’ equity at a deficit of $4,019,201.
Management executed a 1‑for‑1,000 reverse stock split, issued new convertible notes and common shares (including 1,000,000 shares for GetGolf and 1,382,719 shares from debt conversions), and tapped a standby equity facility. The company ended the period with cash of $81,317 and disclosed substantial doubt about its ability to continue as a going concern.
Positive
- None.
Negative
- Severe financial distress and going concern risk: Six‑month net loss of $4.57M, working capital deficit of $6.55M, stockholders’ deficit of $4.02M, and explicit substantial doubt about continuing as a going concern.
- Highly dilutive, expensive capital structure: Large portfolio of variable‑price convertible notes with a $2.45M derivative liability, significant interest expense, a 1‑for‑1,000 reverse stock split, and ongoing equity issuance for financing and debt conversion.
- Asset quality concerns: $3.7M markdown of the Simply Whim investment and a steep drop in total assets from $6.26M to $2.86M over six months while new golf assets were not yet generating revenue.
Insights
Results show severe financial strain, heavy toxic debt, and a risky pivot into golf.
The Marquie Group reported a six‑month net loss of
Funding relies heavily on convertible notes with variable conversion prices and a standby equity facility. The derivative liability tied to these notes surged to
Strategically, the company is pivoting into golf via the GetGolf transaction, Stand By Golf™ platform, and anticipated acquisitions of Apache Creek Golf Club and Stand By Golf of the Southwest, LLC. However, these golf assets were not yet contributing to revenue as of
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| (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) |
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(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 January 16, 2026 there were
TABLE OF CONTENTS
| PART I: FINANCIAL INFORMATION | |
| Item 1: Financial Statements | 3 |
| Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 20 |
| Item 3: Quantitative and Qualitative Disclosures about Market Risk | 29 |
| Item 4: Controls and Procedures | 29 |
| PART II: OTHER INFORMATION | |
| Item 1: Legal Proceedings | 30 |
| Item 1A: Risk Factors | 30 |
| Item 2: Unregistered Sales of Equity Securities and Use of Proceeds | 30 |
| Item 3: Defaults Upon Senior Securities | 30 |
| Item 4: Mine Safety Disclosures | 30 |
| Item 5: Other Information | 30 |
| Item 6: Exhibits | 30 |
| SIGNATURES | 31 |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE MARQUIE GROUP, INC.
Consolidated Balance Sheets
| November 30, | May 31, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid investment | ||||||||
| 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
| 3 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| November 30, | November 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| 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 of 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 income (loss) per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
| 4 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
| Six Months Ended November 30, 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 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for Standby Equity Agreement | – | – | – | |||||||||||||||||||||||||
| Common stock issued for conversion of debt | – | – | – | |||||||||||||||||||||||||
| Common stock issued for GetGolf purchase agreement | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||
| Net loss for the three months ended November 30, 2025 | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
Note: The above statements reflect retroactively the 1 share for 1,000 shares reverse split effective June 5, 2025.
| Six Months Ended November 30, 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 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss for the three months ended November 30, 2024 | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 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
| 5 |
THE MARQUIE GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Six Months Ended | ||||||||
| November 30, 2025 | November 30, 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 elimination of debt | ( | ) | ||||||
| Loss on write down of investment | ||||||||
| Adjustments for GetGolf purchase agreement | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid investment | ( | ) | ||||||
| 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 | ||||||||
| Proceeds from stand by equity agreement | ||||||||
| 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 | $ | $ | ||||||
| Conversion of debt and accrued interest into common stock | $ | $ | ||||||
| Initial setup of derivative liability | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 6 |
THE MARQUIE GROUP, INC.
Notes to the Consolidated Financial Statements
November 30, 2025
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Organization
The Marquie Group, 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 November 30, 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.
| 7 |
Entry into a Material Definitive Agreement
On October 20, 2025, Marc Angell, the
Chief Executive Officer and controlling shareholder of The Marquie Group, Inc. (“TMGI”), and Jacquie Angell (the “Sellers”),
entered into a Purchase Agreement, as amended (the “Purchase Agreement”) with GetGolf.com (“GetGolf”), pursuant
to which GetGolf agreed to acquire from the Sellers, for an aggregate purchase price of $
For financial reporting purposes, the transaction will be accounted for as a “reverse merger” rather than a business combination, because GetGolf effectively controls the combined companies immediately following the transaction. As such, GetGolf is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a reverse acquisition of TMGI. Accordingly, the assets and liabilities and the historical operations of TMGI will be reflected in the ongoing financial statements. TMGI’s capital accounts and retained earnings will be carried forward, thus, the capital accounts and retained earnings of GetGolf have been eliminated in the consolidated financial statements.
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 November 30, 2025, the Company had negative working capital 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 | ||||||||
| November 30, 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 six months ended November 30, 2025, the Company purchased $-
| 8 |
NOTE 3 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| Schedule of accrued consulting fees | ||||||||
| November 30, 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 | ||||||||
| 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 | ||||||||
Six Months Ended November 30, 2025 | Year Ended May 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Compensation expense accrued pursuant to consulting agreements | ||||||||
| Accrued consulting fees written off | ( | ) | ( | ) | ||||
| Accrued consulting converted into promissory note | ( | ) | ||||||
| Payments to consultants | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
See Note 8 (Commitments and Contingencies).
| 9 |
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, net of discount of $87,123 (N) | ||||||||
| 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) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on October 6, 2026, net of discount of $77,425 (Z) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on October 10, 2026, net of discount of $77,425 (A) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $120,171 (J) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $120,171 (AA) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 23, 2026, net of discount of $134,384 (BB) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on October 27, 2026, net of discount of $117,890 (CC) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on November 25, 2026, net of discount of $118,356 (EE) | ||||||||
| 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 | $ | $ | ||||||
| 10 |
(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 $0.0001293 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 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).
| 11 |
(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.
(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.
| 12 |
(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).
(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.
(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.
| 13 |
(Z) On October 6, 2025, the Company issued a $83,333 Convertible Promissory Note to a lender for net loan proceeds of $70,000. The note bears interest at a rate of 6% per annum, is due on October 6, 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 10 Trading Day period prior to the Conversion Date.
(A) On October 10, 2025, the Company issued a $90,000 Convertible Promissory Note to a lender for net loan proceeds of $77,000. The note bears interest at a rate of 12% per annum, is due on October 10, 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 15 Trading Day period prior to the Conversion Date.
(J) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $125,000. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.
(AA) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $113,500. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.
(BB) On October 23, 2025, the Company issued a $150,000 Convertible Promissory Note to a lender for net loan proceeds of $129,000. The note bears interest at a rate of 10% per annum, is due on October 23, 2026, 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.
(CC) On October 27, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on October 27, 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.
(EE) On November 25, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on November 25, 2026, 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.
| 14 |
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 | ||||||||
| Lender D | ||||||||
| 12 other lenders | ||||||||
| Total | ||||||||
| Less debt discounts | ( | ) | ||||||
| Net | $ | $ | ||||||
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) | ||||||||
| Note payable to the owner-member of GetGolf LLC, interest at 5%, due on June 9, 2026 | ||||||||
| Total Notes Payable | ||||||||
| Less: Current Portion | ( | ) | ( | ) | ||||
| Long-Term Notes Payable | $ | $ | ||||||
| 15 |
NOTE 6 – DERIVATIVE LIABILITY
The derivative liability consisted of the following:
| Schedule of derivative liability | ||||||||||||||||
| November 30, 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 September 18, 2023, due on September 18, 2024 (K) | ||||||||||||||||
| Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) | ||||||||||||||||
| Convertible note payable issued August 22, 2025, due on August 22, 2026 (N) | ||||||||||||||||
| Convertible note payable issued October 6, 2025, due on October 6, 2026 (Z) | ||||||||||||||||
| Convertible note payable issued October 10, 2025, due on October 10, 2026 (A) | ||||||||||||||||
| Convertible note payable issued October 15, 2025, due on October 15, 2026 (J) | ||||||||||||||||
| Convertible note payable issued October 15, 2025, due on October 15, 2026 (AA) | ||||||||||||||||
| Convertible note payable issued October 23, 2025, due on October 23, 2026 (BB) | ||||||||||||||||
| Convertible note payable issued October 27, 2025, due on October 27, 2026 (CC) | ||||||||||||||||
| Convertible note payable issued November 25, 2025, due on November 25, 2026 (EE) | ||||||||||||||||
| 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 November 30, 2025 include (1) stock price of $0.08 per share, (2) exercise prices ranging from $0.00004 to $0.039 per share, (3) terms are 0 to 360 days, (4) expected volatility of 2,748% and (5) risk free interest rate at 4.05%.
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 | ||||||||
| November 30, 2025 | May 31, 2025 | |||||||
| Lender A | $ | $ | ||||||
| Lender B | ||||||||
| Lender C | ||||||||
| Lender D | ||||||||
| Lender E | ||||||||
| 10 other lenders | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – EQUITY TRANSACTIONS
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.
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
| 17 |
During the six months ended November
30, 2025, the Company issued a net
During the six months ended November
30, 2025, the Company issued an aggregate of
During the six months ended November
30, 2025, the Company issued
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
| 18 |
NOTE 10 – SUBSEQUENT EVENTS
On August 6, 2025, the Company entered into an asset purchase agreement to acquire Apache Creek Golf Club located in Apache Junction, Arizona for an anticipated purchase price of $2,500,000. Although the option agreement was executed during the reporting period, the transfer of consideration did not occur as of the November 30, 2025 balance sheet date. As a result, no purchase price was recognized, and no acquisition-related assets or liabilities have been recorded. The Company expects the consideration to be transferred and the acquisition to be accounted for as a business combination upon the closing of the transaction.
On September 3, 2025, the Company entered into an asset purchase agreement to acquire Stand by Golf of the Southwest, LLC, an Arizona limited liability for an anticipated purchase price of $5,000,000. Although the option agreement was executed during the reporting period, the transfer of consideration did not occur as of the November 30, 2025 balance sheet date. As a result, no purchase price was recognized, and no acquisition-related assets or liabilities have been recorded. The Company expects the consideration to be transferred and the acquisition to be accounted for as a business combination upon the closing of the transaction.
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.
| 19 |
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
With the acquisition of GETGOLF, LLC in October 2025, The Marquie Group, Inc. shifted its primary focus to the golf industry. GetGolf is led by industry veteran Jeff Foster. Mr. Foster’s professional background includes founding Arizona Fairways Magazine and Arizona Golf and Travel, as well as decades of experience in the golf industry, including golf course operations, golf-related media and marketing systems.
As part of the acquisition of GetGolf, the Company acquired a vertically integrated portfolio of golf-related assets consisting of (i) proprietary golf technology and reservation systems and (ii) owned and operated destination golf course properties. These assets are collectively designed to create a scalable golf operation, booking, and customer-engagement ecosystem.
While these golf-related assets were not part of our operations during the quarter ended November 30, 2025, we expect that, under the leadership of our new Board and management team, we will explore ways to expand our current golf assets while exploring new opportunities in the expanding industry, including:
Stand By Golf
Stand By Golf™ is a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. The system functions as both a consumer-facing marketplace and an enterprise-level golf course management tool.
Key components and functionality include:
| · | Dynamic Tee-Time Reservation Engine. Allows real-time booking of tee times across participating courses, including yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory; | |
| · | Revenue Optimization & Standby Pricing Model. The platform enables “stand-by” or distressed inventory monetization, allowing golf courses to convert unused tee times into revenue through algorithmic discounting without eroding premium brand pricing. | |
| · | Course Operations & Capacity Management. Integrated tools for course operators to manage availability, pace-of-play intervals, staffing needs, and daily revenue forecasting. | |
| · | Golfer Account & Loyalty Ecosystem. Includes customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools. | |
| · | Enterprise Integration Capabilities. Designed to integrate with point-of-sale systems, access control, payment processing, customer relationship management (CRM), and future tokenized loyalty or rewards platforms. | |
| · | Scalable Licensing & White-Label Potential. The Stand By Golf platform is structured for: |
| o | Software-as-a-Service (SaaS) licensing to third-party golf operators, | |
| o | White-label implementations for resort chains, | |
| o | Enterprise B2B partnerships with golf management companies. |
| 20 |
This technology asset represents a high-margin, scalable digital infrastructure layer capable of generating recurring subscription revenue, transaction fees, advertising revenue, and data-driven marketing monetization independent of physical course ownership.
Apache Creek Golf Club
Apache Creek Golf Club is an 18-hole, par-71 public championship course located in Apache Junction, Arizona. Opened in 1994, the course offers a traditional desert-style design that blends turf fairways with natural desert landscapes framed by striking mountain backdrops. The layout emphasizes accuracy over distance, with transitional desert areas penalizing errant tee shots and smaller greens demanding precision on approach. With yardages ranging from approximately 5,300 to 6,363 yards depending on tees, the course appeals to a wide range of players, from casual golfers to more experienced enthusiasts seeking an affordable but challenging round.
The facility provides a full suite of amenities, including a large driving range with shaded hitting areas, multiple putting greens, a short-game area with bunker practice, and a full-service pro shop offering equipment, apparel, and rentals. The on-site Bar & Grill and covered patio support food-and-beverage revenue while enhancing the golfer and event experience. Apache Creek also hosts men’s and women’s clubs, leagues, and regular tournaments, fostering a strong sense of community and anchoring repeat play throughout the year. Tee times are available online, and the property’s value-driven pricing strategy positions it competitively within the greater Phoenix/Apache Junction golf market.
From an ownership perspective, Apache Creek represents a diversified, revenue-producing golf operation with income streams from green fees, memberships, practice facilities, retail sales, food and beverage, and tournaments. Its existing online booking structure makes it well-suited for integration with reservation and yield-management technology platforms such as Stand By Golf™, potentially enhancing tee-time monetization, dynamic pricing, and data-driven course management. The course’s accessible design, established customer base, and full-service amenities strengthen its role as both a standalone operating asset and a strategic testing ground for technology-enabled golf operations.
Overall, Apache Creek Golf Club offers a compelling blend of stable, community-driven golf operations and scalable technology-integration potential. Its established presence, consistent local demand, and operational flexibility make it a valuable component within a vertically integrated golf technology and golf-course ownership portfolio.
Apache Creek further expands the Company’s geographic footprint, golfer user base, and operational dataset, enabling:
| · | Cross-market demand comparisons, | |
| · | Regional pricing analytics, | |
| · | Multi-property marketing strategies using the Stand By Golf ecosystem. |
Strategic Integration of Technology and Physical Golf Assets
Collectively, the Stand By Golf platform and Apache Creek Golf Club create a vertically integrated golf technology and operations model, enabling the Company to:
| · | Control both software infrastructure and physical course performance, | |
| · | Develop proprietary analytics across owned and third-party golf assets, | |
| · | Monetize golfer data, booking behavior, and loyalty engagement, | |
| · | Expand through: |
| o | Additional course acquisitions, | |
| o | Licensing of the Stand By Golf platform to third-party operators, | |
| o | Franchised or managed course relationships, | |
| o | Future tokenized or digital loyalty systems. |
| 21 |
There can be no assurance that any particular initiative will be successful or will generate material revenue, and we may choose to prioritize or defer such efforts depending on capital availability, market conditions and other factors described in this report.
Business Strategy
Across our segments, our strategy is to:
| · | Grow our customer reach and engagement through advertising and social media outreach; | |
| · | monetize our existing customer base via advertising, events, subscriptions, sponsorships, and direct-to-consumer product sales; | |
| · | leverage our branded intellectual property (e.g., Whim®, Stand By Golf) to build durable franchises that can be extended into new channels and product categories; | |
| · | deploy a vertically integrated operating model that combines proprietary technology, consumer brands, and directly operated revenue-producing assets to capture value across the entire customer lifecycle, from digital engagement through in-person experiences; | |
| · | operate with a lean cost structure while using third-party vendors and partners to provide technology, distribution, and specialized services; and | |
| · | access growth capital through equity lines, private placements and other financing mechanisms until our operations are able to support themselves from recurring revenues. |
Our near-term priorities include:
Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:
| · | full operational deployment and refinement of the Stand By Golf™ reservation, yield-management, and course operations platform, | |
| · | revenue and operational optimization of and Apache Creek Golf Club as cash-flow-producing golf course properties, and, | |
| · | expansion of Stand By Golf™ through third-party course licensing, enterprise partnerships, and white-label deployments. | |
| · | Strengthening our internal controls, governance and reporting infrastructure under the leadership of our new Board and management team. |
Competitive Conditions
Health & Beauty (Simply Whim) Competitive Conditions
Our participation in the health and beauty sector, through our 25% ownership in Simply Whim, Inc., places us in a highly fragmented and intensely competitive market with rapid product innovation cycles. Competitors include:
| · | major multinational beauty and wellness companies; | |
| · | specialist skincare and supplement brands; | |
| · | large retailers with private-label products; | |
| · | online influencer-driven brands; and | |
| · | established e-commerce health and beauty platforms. |
| 22 |
The barriers to entry in the direct-to-consumer (“DTC”) beauty and supplement markets are relatively low, which has allowed hundreds of smaller niche competitors to emerge. Many competitors possess:
| · | significantly larger marketing budgets, | |
| · | greater manufacturing and distribution capacity, | |
| · | established retail shelf presence, | |
| · | stronger supply chain systems, and | |
| · | more developed influencer and social-media networks. |
Simply Whim competes by focusing on clean, paraben-free, cruelty-free, gluten-free, vegan-friendly products with targeted demographic resonance. However, the Company faces risks that:
| · | rapid competitor innovation may outpace product development timelines; | |
| · | advertising costs on platforms like Meta, Google, and TikTok may increase; | |
| · | negative trends in consumer discretionary spending may reduce demand; and | |
| · | regulatory scrutiny on supplements and cosmetic labeling may tighten. |
We believe that cross-promotion with our media partners can provide strategic synergy, but competition in the beauty and wellness sector remains intense.
Golf & Lifestyle Brand Competitive Conditions
As part of the Purchase Agreement, the Company acquired the rights to the Stand By Golf™ platform, and Apache Creek Golf Club brands, together with their associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets. Through these acquisitions, the Company now participates in both the golf technology platform market and the physical golf course operations and lifestyle branding markets.
The golf industry, particularly tee-time booking platforms, yield-management software, golf course operations systems, golf travel tools, player engagement applications, and golf lifestyle marketing—is highly competitive and rapidly evolving. This competitive landscape includes:
| · | large-scale golf booking platforms; | |
| · | course management systems; | |
| · | golf lifestyle content providers; | |
| · | regional and local golf course operators with their own promotional channels; | |
| · | emerging technology companies offering real-time tee-time scheduling; and | |
| · | companies pursuing AI-driven analysis of player behavior and course utilization. |
Unlike pure-play software competitors, the Company’s strategy integrates both proprietary technology through the Stand By Golf™ platform and direct revenue-producing physical golf assets through Apache Creek Golf Club. While this vertically integrated model offers strategic advantages in data collection, pricing optimization, and customer engagement, it also exposes the Company to competition in both the software and physical operations segments of the golf industry.
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Our success in this segment will depend on, among other factors:
| · | the continued development, reliability, scalability, and market adoption of the Stand By Golf™ platform; | |
| · | our ability to efficiently operate, market, and optimize revenues at Apache Creek Golf Club; | |
| · | successful integration of golf technology with our broader media, lifestyle, and branded content platforms; | |
| · | access to sufficient capital to support software development, course operations, marketing, and geographic expansion; and | |
| · | the ability of our management team to execute within a competitive, technology-driven and experience-based consumer services industry. |
Given that the Company is in the early stages of deploying and scaling its golf technology and integrated golf operations strategy, and given our limited financial resources relative to many competitors, there is a meaningful risk that better-capitalized competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before we are able to fully commercialize, scale, or defensively position our golf-related assets. Such competitive pressures could materially and adversely affect our operating results, growth prospects, and financial condition.
Market Demand - Demographics
Across our consumer product segments, demographic trends influence demand:
| · | Health and beauty products targeting “healthy aging” remain a multi-billion-dollar global category with strong growth trends. | |
| · | The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel. |
At the same time, competition continues to rise in all categories in which we operate:
| · | Direct-to-consumer wellness brands launch almost daily. | |
| · | Golf technology platforms are expanding quickly. |
While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.
Intellectual Property
Intellectual property is central to our strategy and perceived enterprise value. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our media and consumer products businesses.
The Company owns or controls the following assets:
| · | Simply Whim, Inc. trademarks such as Whim®, Simply Whim™, Age is Not a Skin Type®, and related marks; |
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Following the GetGolf Transaction, and the Company’s cessation of its media operations for the Music of Your Life® brand and associated intellectual property, the Company will concentrate its focus on the Simply Whim™ products, and its golf-related assets and intellectual property and brand rights assigned by GetGolf, including:
| · | Stand By Golf – intellectual property, trademarks, trade names, branding materials | |
| · | Apache Creek Golf Club – branding, domain names, promotional rights |
Third-Party IP
The Company historically operated Music of Your Life® under license arrangements. Pursuant to the Purchase Agreement Marc and Jacquie Angell will retain 100% ownership of all Music of Your Life® trademarks, copyrights, brand rights, and intellectual property.
The Company also uses copyrighted audio content, music libraries, and digital assets in the Broadcast segment. Compliance with music licensing organizations (e.g., BMI, ASCAP, SESAC, SoundExchange) is a significant ongoing operational requirement.
Because IP rights associated with Music of Your Life® now lie outside the Company, continuity of broadcast operations would depend on maintaining cooperative licensing arrangements with the Angell family and would be the result of future negotiations.
In addition, any future use of golf-related IP will require investment in branding, development, and commercialization.
We believe that our ability to protect and leverage our intellectual property, through registrations, contractual license rights, and enforcement against infringement where appropriate, is an important element of our competitive position.
Government Regulation and Industry Standards
Health & Beauty Regulatory Environment
Simply Whim operates within a regulatory landscape that includes:
| · | the Federal Food, Drug, and Cosmetic Act (FD&C Act); | |
| · | FDA guidelines for cosmetics and nutritional supplements; | |
| · | FTC advertising rules regarding claims; | |
| · | labeling requirements under federal and state law; | |
| · | increasing scrutiny of consumer wellness products. |
Changes in regulatory interpretation or enforcement may increase compliance costs or require product reformulation or relabeling.
Golf Industry Regulation
The Company’s golf-related assets include (i) Stand By Golf™, a proprietary, cloud-based golf reservation, yield-management, and course-operations platform designed to optimize utilization and enhance golfer engagement, and (ii) Apache Creek Golf Club, both of which are full-service, revenue-producing golf course properties that the Company owns and operates. Each of these assets implicates different regulatory frameworks depending on the nature of their operations and commercial deployment.
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Golf, Lifestyle, and Digital Platform Regulation
While the Stand By Golf™ platform is not presently commercialized in a manner that subjects it to specialized industry licensing or regulation, future commercialization—particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce—may implicate various regulatory regimes, including:
| · | data privacy laws, | |
| · | consumer protection rules, | |
| · | e-commerce regulations, | |
| · | potential licensing requirements for travel-related sales, | |
| · | cyber-security standards, | |
| · | accessibility rules under the Americans with Disabilities Act (ADA) for web content. |
Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:
| · | online advertising, | |
| · | cross-border digital commerce, | |
| · | AI-driven personalization, | |
| · | cookies and tracking technologies. |
Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.
Regulation of Golf Course Operations
As physical golf course operations Apache Creek are subject to a separate set of regulatory and industry standards, which may include:
| · | local business licensing, zoning, and land-use regulations affecting course operations, hours, construction, expansion, and on-site facilities; | |
| · | environmental regulations, including water usage, irrigation practices, chemical handling, pesticide application, wetland protection, and turf-management compliance; | |
| · | health and safety requirements, including OSHA workplace standards for groundskeepers, maintenance personnel, pro shop staff, and food and beverage workers; | |
| · | food and beverage licensing, including health codes, alcohol service permits, and food-handling certifications; | |
| · | ADA accessibility requirements for physical facilities, including golf carts, pathways, bathrooms, and clubhouse areas; | |
| · | event-related permits, such as tournament hosting, outdoor gatherings, and special-use approvals; and | |
| · | employment and labor regulations, including wage and hour laws, seasonal staffing rules, and state-level employment standards. |
Future expansion of on-site amenities, tournaments, food service offerings, or special events may increase regulatory touchpoints and compliance responsibilities.
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Golf Industry Regulatory Outlook
Because both digital and physical golf operations are subject to evolving local, state, and federal regulatory environments, the Company may face increased compliance obligations as these businesses scale. New rules related to consumer privacy, dynamic pricing, online marketing, environmental management, and workplace safety could materially impact operations, impose additional costs, or require technology or operational adjustments.
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 and six months ended November 30, 2025 and 2024.
Revenues. The Company generated net revenues of $15,200 and $-0- during the three months ended November 30, 2025 and 2024, respectively. The Company generated net revenues of $27,120 and $-0- for during the six months ended November 30, 2025 and 2024, respectively. Revenues were generated from advertising spot sales on our syndicated radio network. In the future, the majority of revenues will be generated from golf green fees, cart rentals, food & beverage sales and pro shop sales. These will be included in future operations when the consideration is given per the acquisition agreements, and the acquisitions have been finalized.
Cost of Sales. Our cost of sales for Broadcasting and Digital Media was $-0- for the three and six months ended November 30, 2025 and 2024. Our cost of sales in the future will consist primarily of the costs of merchandise and food & beverage sold at the golf course pro shops.
Salaries and Consulting Expenses. Salaries and consulting expenses were $120,572 and $60,000 for the three months ended November 30, 2025 and 2024, respectively. Salaries and consulting expenses were $143,386 and $120,000 for the six months ended November 30, 2025 and 2024, respectively. We expect that salaries and consulting expenses will increase with the acquisitions of the golf courses and the golf related registration system.
Professional Fees. Professional fees were $109,887 and $4,500 for the three months ended November 30, 2025 and 2024, respectively. Professional fees were $189,107 and $4,500 for the six months ended November 30, 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. These fees also increased due to the fees incurred with the acquisition of GetGolf. We anticipate that professional fees will increase in future periods as we acquire golf courses and the golf registration system as well as scale up our operations.
Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $149,451 and $214 for the three months ended November 30, 2025 and 2024, respectively. Other selling, general and administrative expenses were $141,055 and $854 for the six months ended November 30, 2025 and 2024, respectively. The largest expense items in this category are investor relations and commissions as the company continues to raise capital. Other general expenses were for rent, insurance and office expenses. 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 $4,123,900 and $234,964 for the six months ended November 30, 2025 and 2024, respectively. During the six months ended November 30, 2025, the company recorded a gain on the extinguishment of debt in the amount of $1,760,461, expense on the change in the fair value of the derivative liability in the amount of $1,120,317, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $1,064,044, which included the amortization of debt discounts of $122,037. The expense on the change in the fair value of derivative liability and the increase in interest expenses is the result of the issuance of convertible promissory notes which bear interest from 6% to 12%.
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LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2025, our primary source of liquidity consisted of $81,317 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 November 30, 2025 of $6,554,438 and $20,382,265, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the six months ended November 30, 2025 of $4,570,328. 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.
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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.
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.
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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 11 notes payable aggregating $481,362 at November 30, 2025. See Note 4 to the Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During
the quarter ended November 30, 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 |
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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: January 20, 2026 | By: | /s/ Jeff Foster |
| Jeff Foster | ||
| Chief Executive Officer | ||
| (Duly Authorized Officer and Principal Executive Officer) | ||
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FAQ
What were The Marquie Group, Inc. (TMGI) revenues and profits for the quarter ended November 30, 2025?
What is TMGI’s financial position and working capital as of November 30, 2025?
Why did The Marquie Group record a $3.7 million loss on investment?
How much debt and derivative liability does TMGI have from convertible notes?
What strategic shift is The Marquie Group making with the GetGolf transaction?
What capital actions did TMGI take during the six months ended November 30, 2025?
Did The Marquie Group disclose any concerns about its ability to continue operating?
