The Marquie Group, Inc. (TMGI) reported a change in control and leadership. On October 20, 2025, Marc and Jacquie Angell entered into a Purchase Agreement with GetGolf.com for $500,000 payable over 24 months covering the sale of 200 Series A Preferred shares and a $2,000,000 company promissory note, with 666,700 common shares returned to treasury.
The 200 Series A Preferred shares carry 80% of the Company’s voting power. These shares were returned to treasury and reissued to Jeff Foster (67) and Kelly L. Kirchhoff (133), who now hold a controlling beneficial interest. Jeff Foster was appointed Chairman and Chief Executive Officer; Marc Angell became Chief Financial Officer, Secretary and Treasurer, and Kirchhoff joined the Board.
The Company completed the disposition of intellectual property tied to the Music of Your Life brand, while GetGolf will assign “Stand By Golf,” “Mountain Brook Golf Club,” and “Apache Creek Golf Club” rights to the Company. The securities issuances were made as unregistered sales under Section 4(2).
The Marquie Group, Inc. (TMGI) appointed Marc Angell as Chief Financial Officer. The change is disclosed under Section 5 — Corporate Governance and Management. The report is signed by Chief Executive Officer Jeff Foster.
The Marquie Group, Inc. (TMGI) announced a change of control and the appointment of a new Chairman and Chief Executive Officer. The company said it will publish a press release titled “The Marquie Group Announces New Ownership and Direction,” furnished as Exhibit 99.1. The disclosure was furnished, not filed, under other items, meaning it is not subject to certain Exchange Act liabilities. The report is dated October 20, 2025 and is signed by CEO Jeff Foster.
The Marquie Group (TMGI) reported Q1 results for the quarter ended August 31, 2025. Net revenues were $11,920 from syndicated radio advertising. The company posted a net loss of $2,306,313, driven by a $3,700,000 loss on markdown of its Simply Whim investment, $610,499 in interest expense, partially offset by a $1,760,461 gain on extinguishment of debt and $297,276 income from change in derivative liability.
On the balance sheet, cash was $41,007. Total assets were $2,610,783 versus $6,258,966 at May 31, 2025, reflecting the investment markdown. Current liabilities were $4,250,428. Stockholders’ equity moved to a deficit of $(1,639,645) from equity of $496,667. Management disclosed substantial doubt about continuing as a going concern due to $4,186,461 negative working capital and an $18,118,250 accumulated deficit.
The company executed a 1-for-1,000 reverse stock split on June 5, 2025; 4,121,479 common shares were outstanding as of October 3, 2025. TMGI maintains a $1.25 million Standby Equity Financing Agreement that prices shares at 80% of the average of the two lowest VWAPs in the 5 trading days after the clearing date.
The Marquie Group, Inc. entered into a material purchase agreement that transfers control of the company to a new buyer. On September 18, 2025, the company and its majority shareholders agreed to issue one million shares of its stock, including the control shares, to Jeff Foster and GETGOLF., LLC in exchange for monetary compensation and certain golf-related assets.
The specific golf assets are detailed in a separate Assignment and Assumption Agreement between the parties dated September 29, 2025. This transaction combines a change in control with the addition of new golf assets to the business, indicating a potential strategic shift for the company.
The Marquie Group, Inc. amended its annual report describing operations across radio broadcasting, streaming, and skincare/supplement businesses. The company highlights a global simulcast to over 90 countries, a music catalogue exceeding 100,000 tracks, streaming infrastructure with 99.99% uptime and 320 kbps bitrate, and CEO oversight of cybersecurity with outsourced vendors. Financially, the company recorded a loss before income taxes of $948,452 for the reported period and discloses an accumulated deficit of approximately $15.8 million that, together with other factors, raises substantial doubt about its ability to continue as a going concern. The filing details a $6,200,000 investment consideration for acquiring Simply Whim (666,666,668 shares plus a $2,000,000 promissory note) and notes a settlement and co-existence agreement with Ulta Beauty permitting expanded Whim product offerings. The company issued large volumes of common stock for conversions, consulting, and equity financings (examples: 2,265,475,967 shares for conversion totaling $350,472; 118,443,135 shares for $55,731). Key operational lines include radio advertising, digital streaming ads, and skincare product sales.
The Marquie Group, Inc. filed an amendment to a prior report to correct technical drafting mistakes in a promissory note dated September 20, 2022. The company explains that the original note contained scrivener's errors in the cross-references to the default and attorney's fees paragraphs.
The amended filing attaches a corrected version of the promissory note, clarifying those paragraph references. This update is administrative in nature and does not describe any change to the underlying financing terms beyond fixing the referenced sections.