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 and nine months ended February 28, 2023 are not necessarily indicative of results that may be expected for the year ending
May 31, 2023.
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. On May 20, 2014 the Company
acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity
related to the Company by common ownership.
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 company aims to create or acquire compelling brands that can be
successfully promoted on the radio network and its vast social media network, which has over 500,000 followers.
On November 21, 2019 (see Note 8), the
Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000 shares of
our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property to third parties.
The Company purchases digital music
to broadcast over the radio and internet. During the nine months ended February 28, 2023, the Company purchased $-0- worth of music inventory.
For the nine months ended February 28, 2023 and 2022, depreciation of music inventory was $1,008 and $1,753, respectively.
See Note 8 (Commitments and Contingencies).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
| Convertible note payable to an individual, interest at 8%, due on demand (W) | |
| 29,000 | | |
| 29,000 | |
| | |
| | | |
| | |
| Convertible note payable to an individual, interest at 8%, due on demand (X) | |
| 21,500 | | |
| 21,500 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 10%, due on demand (Y) | |
| 8,100 | | |
| 8,100 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 10%, due on demand (CC) | |
| – | | |
| 50,000 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) | |
| 35,000 | | |
| 35,000 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) | |
| 8,505 | | |
| 8,505 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS) | |
| 154,764 | | |
| 154,764 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) | |
| 170,212 | | |
| 167,597 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) | |
| 14,000 | | |
| 9,726 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY) | |
| 58,250 | | |
| 58,250 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ) | |
| 245,000 | | |
| 245,000 | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $10,865 and $-0-, respectively (AA) | |
| 28,015 | | |
| – | |
| | |
| | | |
| | |
| Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $20,844 and $-0-, respectively (C) | |
| 9,711 | | |
| – | |
| | |
| | | |
| | |
| Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements | |
| 70,000 | | |
| 70,000 | |
| | |
| | | |
| | |
| Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements | |
| 100,000 | | |
| 100,000 | |
| | |
| | | |
| | |
| Notes payable to individuals, non-interest bearing, due on demand | |
| 103,475 | | |
| 103,476 | |
| | |
| | | |
| | |
| Total Notes Payable | |
| 1,439,122 | | |
| 1,419,108 | |
| | |
| | | |
| | |
| Less: Current Portion | |
| (1,439,122 | ) | |
| (1,419,108 | ) |
| | |
| | | |
| | |
| Long-Term Notes Payable | |
$ | – | | |
$ | – | |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
(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).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
(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.
(CC) On December 1, 2017, the Company
issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. 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 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6
(Derivative Liability).
(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.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
(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.
(AA) On June 10, 2022, the Company issued
a $38,880 Convertible Promissory Note to a lender for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum,
is due on June 10, 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) $0.05, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See
Note 6 (Derivative Liability).
(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).
Concentration of Notes Payable:
The principal balance of notes payable was
due to:
| Notes payable by lender | |
| | | |
| | |
| | |
February 28, 2023 | | |
May 31, 2022 | |
| | |
| | |
| |
| Lender A | |
$ | 458,014 | | |
$ | 458,014 | |
| Lender B | |
| 170,212 | | |
| 170,212 | |
| 14 other lenders | |
| 842,605 | | |
| 797,771 | |
| | |
| | | |
| | |
| Total | |
| 1,470,831 | | |
| 1,425,997 | |
| | |
| | | |
| | |
| Less debt discounts | |
| (31,709 | ) | |
| (6,889 | ) |
| | |
| | | |
| | |
| Net | |
$ | 1,439,122 | | |
$ | 1,419,108 | |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
NOTE 5 - NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted
of the following:
| Schedule of related party notes payable | |
| | | |
| | |
| | |
February 28,
2023 | | |
May 31,
2022 | |
| Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | |
$ | 2,073 | | |
$ | 2,073 | |
| | |
| | | |
| | |
| Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | |
| 69,250 | | |
| 69,250 | |
| | |
| | | |
| | |
| Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured | |
| 1,528 | | |
| 14,228 | |
| | |
| | | |
| | |
| Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) | |
| 2,000,000 | | |
| 14,228 | |
| | |
| | | |
| | |
| Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand | |
| – | | |
| 50,000 | |
| | |
| | | |
| | |
Total Notes Payable | |
| 2,072,851 | | |
| 135,551 | |
| | |
| | | |
| | |
| Less: Current Portion | |
| (2,072,851 | ) | |
| (135,551 | ) |
| | |
| | | |
| | |
| Long-Term Notes Payable | |
$ | – | | |
$ | – | |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
NOTE 6 - DERIVATIVE LIABILITY
The derivative liability at February
28, 2023 and May 31, 2022 consisted of:
| Schedule of derivative liabilities | |
| | | |
| | | |
| | | |
| | |
| | |
February 28, 2023 | | |
May 31, 2022 | |
| | |
Face Value | | |
Derivative Liability | | |
Face Value | | |
Derivative Liability | |
| Convertible note payable issued December 29, 2015, due December 29, 2016 (M) | |
$ | 40,000 | | |
$ | 296,000 | | |
$ | 40,000 | | |
$ | 40,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued April 5, 2017, due on demand (W) | |
| 29,000 | | |
| 66,156 | | |
| 29,000 | | |
| 43,500 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued April 5, 2017, due on demand (X) | |
| 21,500 | | |
| 49,047 | | |
| 21,500 | | |
| 32,250 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued December 1, 2017, due on demand (BB) | |
| 50,000 | | |
| – | | |
| 50,000 | | |
| 33,333 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued December 1, 2017, due on demand (CC) | |
| 50,000 | | |
| – | | |
| 50,000 | | |
| 33,333 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) | |
| 35,000 | | |
| 259,000 | | |
| 35,000 | | |
| 35,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) | |
| 8,506 | | |
| 62,942 | | |
| 8,506 | | |
| 8,506 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) | |
| 154,764 | | |
| 154,795 | | |
| 154,764 | | |
| 1,392,875 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) | |
| 170,212 | | |
| 157,061 | | |
| 170,212 | | |
| 1,176,766 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) | |
| 14,000 | | |
| 76,462 | | |
| 14,000 | | |
| 21,538 | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) | |
| 38,880 | | |
| 158,570 | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) | |
| 30,555 | | |
| 256,662 | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Totals | |
$ | 642,417 | | |
$ | 1,536,695 | | |
$ | 572,982 | | |
$ | 2,817,101 | |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
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 February 28, 2023 include (1) stock price of $0.0042 per share, (2) exercise prices ranging
from $0.00004 to $0.00128 per share, (3) terms ranging from 0 days to 249 days, (4) expected volatility of 2,182% and (5) risk free interest
rates ranging from 4.65% to 5.17%.
Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2022 include (1) stock price of $0.001 per share, (2) exercise prices ranging from
$0.0004 to $0.00065 per share, (3) terms ranging from 0 days to 88 days, (4) expected volatility of 1,986% and (5) risk free interest
rates ranging from 0.73% to 1.16%.
Concentration of Derivative Liability:
The derivative liability relates to convertible
notes payable due to:
| Schedule of derivative liability by Lender | |
| | | |
| | |
| | |
February 28, 2023 | | |
May 31, 2022 | |
| | |
| | |
| |
| Lender A | |
$ | 154,795 | | |
$ | 1,392,874 | |
| Lender B | |
| 453,061 | | |
| 1,176,765 | |
| Lender C | |
| 415,233 | | |
| – | |
| Lender D | |
| 398,403 | | |
| 65,044 | |
| 5 other lenders | |
| 115,203 | | |
| 182,418 | |
| | |
| | | |
| | |
| Total | |
$ | 1,536,695 | | |
$ | 2,817,101 | |
NOTE 7 - EQUITY TRANSACTIONS
On October 3, 2016, the Company amended
its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares and
to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
On November 9, 2016, the Company amended
its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares
and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting
rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total
number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number
of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock has no conversion, liquidation,
or dividend rights.
On April 22, 2021, the Company amended
its Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000,000 to 50,000,000,000 shares.
On August 16, 2018, the Company entered
into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with
the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock
of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement,
all of the shares of TMG held by TMG shareholders were cancelled, and 100 shares of common stock of the Company were issued to the TMG
shareholders.
TMG was incorporated on August 3, 2018.
The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and
social networking products. The three stockholders of TMG prior to the merger who received the 100 shares are (1) Marc Angell (CEO of
the Company) and Jacquie Angell (50 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2019 and February
29, 2020) (25 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2019 and February
29, 2020) (25 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property
of TMG (and the issuance of the 100 shares of common stock) were recorded at $-0-, the historical cost of the property to TMG.
On August 28, 2019, the Securities and
Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection with
the Company’s offering of up to 1,333,333 shares of common stock at a price of $7.50 per share or a total offering of $10,000,000.
The end date of the offering is August 28, 2020. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the
offering price from $7.50 per share to $3.50 per share. As part of this offering, during the three months ended February 29, 2020, the
Company issued an aggregate of 58,438,096 shares of common stock for cash in the amount of $287,200.
On November 21, 2019, the Company merged
with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000 shares of our common stock
to GNE’s stockholders. Following the merger, the Company had 161,062 shares of common stock issued and outstanding. GNE was incorporated
on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000 shares was the Angell Family Trust. Pursuant
to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and the issuance
of the 160,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE. During the three months ended
February 29, 2020, the Company issued an additional 33,000 shares of common stock as part of the merger.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
During the year ended May 31, 2021,
the Company issued an aggregate of 4,304,842 shares of common stock for the conversion of notes payable and accrued interest in the aggregate
amount of $835,050. We incurred a loss on the conversion of notes payable and accrued interest of $1,445,042, which represents the excess
of the $2,280,092 fair value of the 4,304,842 shares at the dates of conversion over the $835,050 amount of debt satisfied.
Effective April 21, 2022, the Company
effectuated a 1 for 1,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 1,000 shares
of Common Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would
be rounded up to the nearest whole share. Following the Reverse Split, the Company had 16,192,332 common shares issued and outstanding.
The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.
On October 13, 2022 (the “Closing
Date”), the Company entered into a Standby Equity Commitment Agreement (the “Equity Agreement” by and among the Company,
and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company’s
sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the “Put Shares”) at a purchase price
of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTCQB during the six
(6) Trading Days immediately following the Clearing Date.
Contemporaneous therewith, the Company
and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant
in a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement was filed on October 21,
2022.
Also on the Closing Date, pursuant to
the Equity Agreement, the Company issued to MacRab a warrant (the “Warrant”) to acquire 11,764,706 shares of the Company’s
common stock.
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. Most of these Consulting Fees remain unpaid and are
noted on the books as “Accrued Consulting Fees” which are fees that have accumulated over a period of time but left unpaid.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February 28, 2023
Corporate Consulting Agreement
On March 14, 2018, the Company executed
a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement
provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4
months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior
notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months.
On April 1, 2018, the Company notified
the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included
in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts
were paid or accrued subsequent to May 31, 2018.
On October 16, 2018 (see Note 7), the
Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had
not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.
NOTE 9 - 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 February 28, 2023, the Company had negative working capital of $6,692,942 and an accumulated
deficit of $15,029,190. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
To date the Company has funded its operations
through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2023
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 notes payable and additional equity and by generating revenues through
sales of products and services. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 10 – INVESTMENT IN ACQUISITION
On September 20, 2022, the Company entered
into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”), in
exchange for 666,666,668 shares of common stock of the Company and a promissory note in the face amount of $2,000,000. SIMPLY WHIM is
a skin care product development company. At the date of the acquisition, the price per share of the company shares was $0.0063. The total
consideration paid by the company (value of stock issued and promissory note) was $6,200,000 which has been recorded as Investment in
Acquisition on the balance sheet.
