TMGI Marquie Group Inc (PK)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2023
o	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: 000-54163

 

The Marquie Group, Inc.

(Exact name of registrant as specified in its Charter)

  

Florida		26-2091212
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)
7901 4th ST N, Suite 4000 St. Petersburg, FL 33702		33702
(Address of principal executive office)		(Zip Code)

 

(800) 351-3021

(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. Yes  ☒   No  ☐

 

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).     Yes  ☒   No  ☐

 

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 ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of October 17, 2023, there were 756,612,000 shares of $0.0001 par value common stock, issued and outstanding.

 

 

 

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	18
Item 3: Quantitative and Qualitative Disclosures about Market Risk	21
Item 4: Controls and Procedures	22
PART II: OTHER INFORMATION
Item 1: Legal Proceedings	23
Item 1A: Risk Factors	23
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3: Defaults Upon Senior Securities	23
Item 4: Mine Safety Disclosures	23
Item 5: Other Information	23
Item 6: Exhibits	23
SIGNATURES	24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Consolidated Balance Sheets

 

		August 31,				May 31,
		2023				2023
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	117			$	–
Total Current Assets			117				–
OTHER ASSETS
Investment in Acquisition			6,200,000				6,200,000
Loans receivable, related party			28,247				28,247
Music inventory, net of accumulated depreciation of $20,949 and $20,719, respectively			699				929
Trademark costs			10,365				10,365
Total Other Assets			6,239,311				6,239,541
TOTAL ASSETS		$	6,239,428			$	6,239,541
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft		$	–			$	46
Accounts payable			67,639				50,664
Accrued interest payable on notes payable			666,491				578,017
Accrued consulting fees			1,205,917				1,145,917
Notes payable, net of debt discounts of $42,669 and $66,794, respectively			1,489,263				1,465,138
Notes payable to related parties			2,091,272				2,090,772
Derivative liability			492,775				1,035,998
Total Current Liabilities			6,013,357				6,366,552
TOTAL LIABILITIES			6,013,357				6,366,552
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding			–				–
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 756,612,000 and 756,612,000 shares issued and outstanding, respectively			75,663				75,663
Common stock payable - 1 share			8,460				8,460
Additional paid-in-capital			14,486,896				14,486,896
Accumulated deficit			(14,344,948	)			(14,698,030	)
Total Stockholders' Deficit			226,071				(127,011	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	6,239,428			$	6,239,541

 

The accompanying notes are an integral part of these financial statements

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Consolidated Statements of Operations

(Unaudited)

 

 

		For the Three Months Ended
		August 31,
		2023				2022
NET REVENUES		$	–			$	–
OPERATING EXPENSES
Accrued Salaries and Consulting fees			60,000				60,000
Professional fees			16,976				38,121
Other selling, general and administrative			567				1,305
Total Operating Expenses			77,543				99,426
LOSS FROM OPERATIONS			(77,543	)			(99,426	)
OTHER INCOME (EXPENSES)
Income (expense) from derivative liability			543,223				41,194
Interest expense (including amortization of debt discounts of $24,125, and $14,878, respectively)			(112,598	)			(53,208	)
Total Other Income (Expenses)			430,625				(12,014	)
INCOME (LOSS) BEFORE INCOME TAXES			353,082				(111,440	)
INCOME TAX EXPENSE			–				–
NET INCOME (LOSS)		$	353,082			$	(111,440	)
BASIC AND DILUTED:
Net income (loss) per common share		$	0.00			$	(0.01	)
Weighted average shares outstanding			756,612,000				16,192,332

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Consolidated Statements of Stockholders' Deficit

(Unaudited)

 

 

		Three Months Ended August 31, 2023
		Preferred Stock								Common Stock								Common Stock				Additional				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Payable				Paid-in Capital				Deficit				Deficit
Balance, May 31, 2023			200			$	–				756,612,000			$	75,663			$	8,460			$	14,486,896			$	(14,698,030	)		$	(127,011	)
Net income for the three months ended August 31, 2023			–				–				–				–				–				–				353,082				353,082
Balance, August 31, 2023			200			$	–				756,612,000			$	75,663			$	8,460			$	14,486,896			$	(14,344,948	)		$	226,071

 

 

		Three Months Ended August 31, 2022
		Preferred Stock								Common Stock								Common Stock				Additional				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Payable				Paid-in Capital				Deficit				Deficit
Balance, May 31, 2022			200			$	–				16,189,732			$	1,621			$	8,460			$	10,213,431			$	(15,878,189	)		$	(5,654,677	)
Round up of shares from reverse stock split			–				–				2,600				–				–				–				–				–
Net loss for the three months ended August 31, 2022			–				–				–				–				–				–				(111,440	)			(111,440	)
Balance, August 31, 2022			200			$	–				16,192,332			$	1,621			$	8,460			$	10,213,431			$	(15,989,629	)		$	(5,766,117	)

 

The accompanying notes are an integral part of these financial statements

 

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Consolidated Statements of Cash Flows

(Unaudited)

 

 

		For the Three Months Ended
		August 31,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	353,082			$	(111,440	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation of music inventory			230				389
Income from derivative liability			(543,223	)			(41,194	)
Amortization of debt discounts			24,125				14,878
Changes in operating assets and liabilities:
Accounts payable			16,975				20,421
Accrued interest payable on notes payable			88,474				34,451
Accrued consulting fees			60,000				55,700
Net Cash Used by Operating Activities			(337	)			(26,795	)
CASH FLOWS FROM INVESTING ACTIVITIES:			–				–
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft			(46	)			62
Proceeds from notes payable			–				38,880
Repayments of notes payable to related parties			–				(12,500	)
Proceeds from notes payable to related parties			500				–
Net Cash Provided by Financing Activities			454				26,442
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			117				(353	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			–				353
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	117			$	–
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest		$	–			$	–
Income taxes		$	–			$	–
Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts		$	–			$	38,880

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

Basis of Presentation

 

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2023 are not necessarily indicative of results that may be expected for the year ending May 31, 2024. 

 

Organization

 

The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. 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.

 

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.

 

NOTE 2 - MUSIC INVENTORY

 

Music inventory consisted of the following: 

Schedule of inventory
		August 31, 2023				May 31, 2023
Digital music acquired for use in operations – at cost		$	21,648			$	21,648
Accumulated depreciation			(20,949	)			(20,719	)
Music inventory – net		$	699			$	929

 

 

 

7

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

The Company purchases digital music to broadcast over the radio and internet. During the three months ended August 31, 2023, the Company purchased $-0- worth of music inventory. For the three months ended August 31, 2023 and 2022, depreciation of music inventory was $230 and $389, respectively.

 

NOTE 3 – ACCRUED CONSULTING FEES

 

Accrued consulting fees consisted of the following: 

Schedule of consulting fees payable
		August 31, 2023				May 31, 2023
Due to Company Chief Executive Officer 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		$	548,817			$	488,817
Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021)			305,200				305,200
Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019			131,350				131,350
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			144,700				144,700
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			48,000				48,000
Due to two other service providers			27,850				27,850
Total		$	1,205,917			$	1,145,917

 

The accrued consulting fees balance changed as follows: 

Schedule of accrued consulting fees activity
		Three Months Ended August 31, 2023				Year Ended May 31, 2023
Balance, beginning of period		$	1,145,917			$	926,217
Compensation expense accrued pursuant to consulting agreements			60,000				240,000
Payments to consultants			–				(20,300	)
Balance, end of period		$	1,205,917			$	1,145,917

 

See Note 8 (Commitments and Contingencies).

 

 

 

8

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

NOTE 4 - NOTES PAYABLE

 

Notes payable consisted of the following:

Schedule of notes payable
		August 31, 2023				May 31, 2023
Notes payable to an entity, non-interest bearing, due on demand, unsecured		$	64,700			$	64,700
Note payable to an individual, due on May 22, 2015, in default (B)			25,000				25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)			50,000				50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)			7,000				7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)			50,000				50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)			50,000				50,000
Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)			25,000				25,000
Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)			40,000				40,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)			25,000				25,000
Convertible note payable to an individual, interest at 10%, due on demand (V)			46,890				46,890
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 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				170,212
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW)			14,000				14,000
Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY)			58,250				58,250
Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)			245,000				245,000
Convertible note payable to an entity, interest at 12%, due on June 10, 2023, in default, net of discount of $-0- and $1,065, respectively (AA)			38,880				37,815
Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $5,441 and $13,143, respectively (C)			25,114				17,412
Convertible note payable to an entity, interest at 12%, due on April 10, 2024, net of discount of $37,228 and $52,586, respectively (F)			23,872				8,514
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			103,476				103,476
Total Notes Payable			1,489,263				1,465,138
Less: Current Portion			(1,489,263	)			(1,465,138	)
Long-Term Notes Payable		$	–			$	–

 

(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.

 

 

9

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

(E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.

 

(G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.

 

(H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.

 

(I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016.

 

(M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

(P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.

 

(V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.1293 per share.

 

(W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

(X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

(Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.

 

 

 

10

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

(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.

 

(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).

 

 

 

11

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

(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: 

Schedule of notes payable by lender
		August 31, 2023				May 31, 2023
Lender A		$	458,014			$	458,014
Lender B			170,212				170,212
14 other lenders			903,706				903,706
Total			1,531,932				1,531,932
Less debt discounts			(42,669	)			(66,794	)
Net		$	1,489,263			$	1,465,138

 

NOTE 5 - NOTES PAYABLE – RELATED PARTIES

 

Notes payable – related parties consisted of the following: 

Schedule of related party notes payable
		August 31, 2023				May 31, 2023
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			19,949				19,449
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				2,000,000
Total Notes Payable			2,091,272				2,090,772
Less: Current Portion			(2,091,272	)			(2,090,772	)
Long-Term Notes Payable		$	–			$	–

 

 

12

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

NOTE 6 - DERIVATIVE LIABILITY

 

The derivative liability at August 31, 2023 and May 31, 2023 consisted of: 

Schedule of derivative liabilities
		August 31, 2023								May 31, 2023
		Face Value				Derivative Liability				Face Value				Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)		$	40,000			$	74,286			$	40,000			$	81,481
Convertible note payable issued April 5, 2017, due on demand (W)			29,000				51,556				29,000				81,093
Convertible note payable issued April 5, 2017, due on demand (X)			21,500				38,222				21,500				60,120
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)			35,000				65,000				35,000				71,296
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)			8,506				15,796				8,506				17,326
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)			154,764				33,979				154,764				151,020
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)			170,212				36,245				170,212				153,285
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)			14,000				16,769				14,000				18,707
Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)			38,880				35,867				38,880				154,078
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)			30,555				87,300				30,555				92,797
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)			61,100				37,755				61,100				154,795
Totals		$	603,517			$	492,775			$	603,517			$	1,035,998

 

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.

 

 

 

13

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

Assumptions used for the calculations of the derivative liability of the notes at August 31, 2023 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.00004 to $0.00045 per share, (3) terms ranging from 0 days to 223 days, (4) expected volatility of 2,193% and (5) risk free interest rates ranging from 5.52% to 5.61%.

 

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2023 include (1) stock price of $0.0041 per share, (2) exercise prices ranging from $0.00004 to $0.001755 per share, (3) terms ranging from 0 days to 315 days, (4) expected volatility of 2,189% and (5) risk free interest rates ranging from 4.65% to 5.28%.

 

Concentration of Derivative Liability:

 

The derivative liability relates to convertible notes payable due to: 

Schedule of derivative liability by Lender
		August 31, 2023				May 31, 2023
Lender A		$	33,979			$	151,020
Lender B			36,245				153,285
Lender C			35,867				415,233
Lender D			97,565				107,329
5 other lenders			289,119				209,131
Total		$	492,775			$	1,035,998

 

 

 

14

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

NOTE 7 - EQUITY TRANSACTIONS

 

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.

 

 

 

15

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

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.

 

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 August 31, 2023, the Company had negative working capital of $6,013,240 and an accumulated deficit of $14,344,948. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

 

 

16

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2023

 

 

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, 2024 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.

 

 

 

 

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

BUSINESS OVERVIEW

 

The Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in product development and media, including a dynamic radio and digital network. We craft and promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio content for our audience. We maintain a website at www.themarquiegroup.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports are available free of charge through our website as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC. The information on our website is not a part of or incorporated by reference into this or any other report of the company filed with, or furnished to, the SEC.

 

We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Health and Beauty, which also qualify as reportable segments. Our operating segments reflect how we assess the performance of each operating segment and determine the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary.

 

We measure and evaluate our operating segments based on operating income and operating expenses that exclude costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury. We also exclude costs such as amortization, depreciation, taxes, and interest expense when evaluating the performance of our operating segments.

 

Broadcasting

 

Our foundational business is radio broadcasting, which includes the ownership and operation of a syndicated radio network including our affiliated radio stations subscribing to our programming delivery.

 

Advertising revenue generated from our syndicated radio operations is reported as broadcast revenue in our Consolidated Financial Statements. Advertising revenue is recorded on a gross basis unless an agency represents the advertiser, in which case revenue is reported net of the commission retained by the agency.

 

Broadcast revenue is impacted by the rates radio stations can charge for programming and advertising time, the level of airtime sold to programmers and advertisers, the number of impressions delivered, or downloads made, and the number of listener responses in the case of pay-per-call. Advertising rates are based upon the demand for advertising time, which in turn is based on our stations’ and networks’ ability to produce results for their advertisers. We market ourselves to advertisers based on the responsiveness of our audiences. We do not subscribe to traditional audience measuring services for most of our radio stations.

 

Each of our radio station affiliates allocates 3 minutes per hour of advertising time for our commercials at a preset time every hour based on the Music of Your Life clock.

 

 

 

 

Our results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly fluctuations in the retail industry. Additionally, we experience increased demand for political advertising during election even numbered years, over non-election odd numbered years. Political advertising revenue varies based on the number and type of candidates as well as the number and type of debated issues.

 

Broadcast operating expenses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as lease expense and utilities, (iii) marketing and promotional expenses, (iv) production and programming expenses, and (v) music license fees. In addition to these expenses, our network incurs programming costs and lease expenses for satellite communication facilities.

 

Digital Media

 

Revenue generated from this segment is reported as digital media revenue in our Consolidated Statements of Operations. Digital media revenue is impacted by the rates our sites can charge for advertising time, the level of advertisements sold, the number of impressions delivered, or the number of products sold, and the number of digital subscriptions sold. Like our broadcasting segment, our second and fourth quarter advertising revenue from our digital media segment generally exceeds the segment’s first and third quarter advertising revenue. This seasonal fluctuation in advertising revenue corresponds with quarterly fluctuations in the retail advertising industry. We also experience fluctuations in quarter-over-quarter comparisons based on the date on which Easter is observed, as this holiday generates a higher volume of product downloads from our church product websites. Additionally, we experience increased demand for advertising time and placement during election years for political advertisements.

 

The primary operating expenses incurred by our digital media businesses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as lease expense and utilities, (iii) marketing and promotional expenses, (iv) royalties, (v) streaming costs, and (vi) cost of goods sold associated with e-commerce sites.

 

Health and Beauty

 

Except for AminoMints®, our health and beauty operations are owned by Simply Whim, Inc., and include Whim®, an emerging beauty brand blending Nature, Nutrition, and Science to offer safe and effective products. Whim’s founder, a 3-time cancer survivor under treatment, recognizes the U.S.'s regulatory lapses and strives for better standards. Exclusively made in the USA, Whim® aims to provide responsible beauty options. We forecast strong sales growth next year, driven by demand for safer beauty solutions, and plan to exceed these expectations with continued innovation.

 

Expenses which comprise the costs of goods sold will include licensing agreements and royalties, as well as operational and staffing costs related to the management of the Company’s syndicated radio network, product development and product marketing costs. General and administrative expenses are comprised of administrative wages; office expenses; outside legal, accounting, and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising, and promotional expenses, as well as travel and other miscellaneous related expenses.

 

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

 

RESULTS OF OPERATION

 

Following is management’s discussion of the relevant items affecting results of operations for the three months ended August 31, 2023 and 2022.

 

 

 

 

Revenues. The Company generated no net revenues during the three months ended August 31, 2023 and 2022. Revenues in the past have been generated from spot sales on our syndicated radio network.

 

Cost of Sales. Our cost of sales were $-0- for the three months ended August 31, 2023 and 2022. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.

 

Salaries and Consulting Expenses. Executive salaries remain unpaid and accruing for the year ending May 31, 2023. Accrued salaries and consulting expenses were $60,000 and 60,000 for the three months ended August 31, 2023 and 2022, respectively. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our health and beauty business.

 

Professional Fees. Professional fees were $16,976 and $38,121 for the three months ended August 31, 2023 and 2022, 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. We anticipate that professional fees will increase in future periods as we scale up our operations.

 

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $567 and $1,305 for the three months ended August 31, 2023 and 2022, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

 

Other Income (Expenses). The Company had net other income of $430,625 for the three months ended August 31, 2023 compared to net other expenses of $12,014 for the three months ended August 31, 2022. During the three months ended August 31, 2023 and 2022, the company recorded income on the change in the fair value of the derivative liability in the amount of $543,223 and $41,194, respectively. During the three months ended August 31, 2023 and 2022, other expenses incurred were comprised of interest expenses related to notes payable in the amount of $112,598 and $53,208, which included the amortization of debt discounts of $24,125 and $14,878, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of August 31, 2023, our primary source of liquidity consisted of $117 in cash and cash equivalents. We hold our cash reserves in a major United States bank. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

 

We have sustained significant net losses which have resulted in negative working capital and an accumulated deficit at August 31, 2023 of $6,013,240 and $14,344,948, respectively, which raises doubt about our ability to continue as a going concern. We generated net income for the three months ended August 31, 2023 of $353,082, however, most of that income was the result of income from derivative liability rather than operating income. 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, 2023 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report. 

 

We recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

 

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.

 

 

 

 

 

 

 

 

 

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 16 notes payable aggregating $996,611 at August 31, 2023. See Note 4 to the Consolidated Financial Statements.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

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

 

 

 

 

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: October 23, 2023	By:	/s/  Marc Angell
		Marc Angell
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.1

 

SECTION 302 CEO CERTIFICATION

Form of Certification Required

by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

 

I, Marc Angell, certify that:

 

1.

I have reviewed this Report on Form 10-Q of The Marquie Group, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4.

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer.  We have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report 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 prior to the review by our external auditor.  We also have:

 

a.

Designed such disclosure controls and procedures. or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

 

d.

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s second fiscal quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting, and;

 

5.

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: October 23, 2023

 

	/s/ Marc Angell
	Marc Angell
	Chief Executive Officer

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the accompanying report of The Marquie Group, Inc. (the “Company”) on Form 10-Q for the quarter ended August 31, 2023 (the “Report”), I, Marc Angell, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: October 23, 2023

 

	/s/ Marc Angell
	Marc Angell
	Chief Executive Officer

 

 

v3.23.3

Cover - shares	3 Months Ended
	Aug. 31, 2023	Oct. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Aug. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--05-31
Entity File Number	000-54163
Entity Registrant Name	The Marquie Group, Inc.
Entity Central Index Key	0001434601
Entity Tax Identification Number	26-2091212
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7901 4th ST N
Entity Address, Address Line Two	Suite 4000
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33702
City Area Code	800
Local Phone Number	351-3021
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		756,612,000

v3.23.3

Consolidated Balance Sheets - USD ($)	Aug. 31, 2023	May 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 117	$ 0
Total Current Assets	117	0
OTHER ASSETS
Investment in Acquisition	6,200,000	6,200,000
Loans receivable, related party	28,247	28,247
Music inventory, net of accumulated depreciation of $20,949 and $20,719, respectively	699	929
Trademark costs	10,365	10,365
Total Other Assets	6,239,311	6,239,541
TOTAL ASSETS	6,239,428	6,239,541
CURRENT LIABILITIES
Bank overdraft	0	46
Accounts payable	67,639	50,664
Accrued interest payable on notes payable	666,491	578,017
Accrued consulting fees	1,205,917	1,145,917
Notes payable, net of debt discounts of $42,669 and $66,794, respectively	1,489,263	1,465,138
Notes payable to related parties	2,091,272	2,090,772
Derivative liability	492,775	1,035,998
Total Current Liabilities	6,013,357	6,366,552
TOTAL LIABILITIES	6,013,357	6,366,552
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding	0	0
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 756,612,000 and 756,612,000 shares issued and outstanding, respectively	75,663	75,663
Common stock payable - 1 share	8,460	8,460
Additional paid-in-capital	14,486,896	14,486,896
Accumulated deficit	(14,344,948)	(14,698,030)
Total Stockholders' Deficit	226,071	(127,011)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 6,239,428	$ 6,239,541

v3.23.3

Consolidated Balance Sheets (Parenthetical) - USD ($)	Aug. 31, 2023	May 31, 2023
Statement of Financial Position [Abstract]
Net of accumulated depreciation	$ 20,949	$ 20,719
Debt instrument, unamortized discount	$ 42,669	$ 66,794
preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	20,000,000	20,000,000
Preferred stock shares issued	200	200
Preferred stock shares outstanding	200	200
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000,000	50,000,000,000
Common stock, shares issued	756,612,000	756,612,000
Common stock, shares outstanding	756,612,000	756,612,000

v3.23.3

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Income Statement [Abstract]
NET REVENUES	$ 0	$ 0
OPERATING EXPENSES
Accrued Salaries and Consulting fees	60,000	60,000
Professional fees	16,976	38,121
Other selling, general and administrative	567	1,305
Total Operating Expenses	77,543	99,426
LOSS FROM OPERATIONS	(77,543)	(99,426)
OTHER INCOME (EXPENSES)
Income (expense) from derivative liability	543,223	41,194
Interest expense (including amortization of debt discounts of $24,125, and $14,878, respectively)	(112,598)	(53,208)
Total Other Income (Expenses)	430,625	(12,014)
INCOME (LOSS) BEFORE INCOME TAXES	353,082	(111,440)
INCOME TAX EXPENSE	0	0
NET INCOME (LOSS)	$ 353,082	$ (111,440)

v3.23.3

Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Income Statement [Abstract]
Amortization of debt discount	$ 24,125	$ 14,878
Net income (loss) per common share, Basic	$ 0.00	$ (0.01)
Net income (loss) per common share, Diluted	$ 0.00	$ (0.01)
Weighted average shares outstanding, Basic	756,612,000	16,192,332
Weighted average shares outstanding, Diluted	756,612,000	16,192,332

v3.23.3

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at May. 31, 2022	$ 0	$ 1,621	$ 8,460	$ 10,213,431	$ (15,878,189)	$ (5,654,677)
Beginning balance, Shares at May. 31, 2022	200	16,189,732
Round up of shares from reverse stock split
Round up of shares from reverse stock split, shares		2,600
Net loss					(111,440)	(111,440)
Ending balance, value at Aug. 31, 2022	$ 0	$ 1,621	8,460	10,213,431	(15,989,629)	(5,766,117)
Ending balance, Shares at Aug. 31, 2022	200	16,192,332
Beginning balance, value at May. 31, 2023	$ 0	$ 75,663	8,460	14,486,896	(14,698,030)	(127,011)
Beginning balance, Shares at May. 31, 2023	200	756,612,000
Net loss					353,082	353,082
Ending balance, value at Aug. 31, 2023	$ 0	$ 75,663	$ 8,460	$ 14,486,896	$ (14,344,948)	$ 226,071
Ending balance, Shares at Aug. 31, 2023	200	756,612,000

v3.23.3

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 353,082	$ (111,440)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation of music inventory	230	389
Income from derivative liability	(543,223)	(41,194)
Amortization of debt discounts	24,125	14,878
Changes in operating assets and liabilities:
Accounts payable	16,975	20,421
Accrued interest payable on notes payable	88,474	34,451
Accrued consulting fees	60,000	55,700
Net Cash Used by Operating Activities	(337)	(26,795)
CASH FLOWS FROM INVESTING ACTIVITIES:	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft	(46)	62
Proceeds from notes payable	0	38,880
Repayments of notes payable to related parties	0	(12,500)
Proceeds from notes payable to related parties	500	0
Net Cash Provided by Financing Activities	454	26,442
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	117	(353)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	353
CASH AND CASH EQUIVALENTS, END OF PERIOD	117	0
Cash Payments For:
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts	$ 0	$ 38,880

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION	3 Months Ended
	Aug. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION   Basis of Presentation   The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2023 are not necessarily indicative of results that may be expected for the year ending May 31, 2024.    Organization   The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. 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.   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.

v3.23.3

MUSIC INVENTORY	3 Months Ended
	Aug. 31, 2023
Inventory Disclosure [Abstract]
MUSIC INVENTORY	NOTE 2 - MUSIC INVENTORY   Music inventory consisted of the following:  Schedule of inventory                     August 31, 2023     May 31, 2023   Digital music acquired for use in operations – at cost   $ 21,648     $ 21,648   Accumulated depreciation     (20,949 )     (20,719 ) Music inventory – net   $ 699     $ 929     The Company purchases digital music to broadcast over the radio and internet. During the three months ended August 31, 2023, the Company purchased $-0- worth of music inventory. For the three months ended August 31, 2023 and 2022, depreciation of music inventory was $230 and $389, respectively.

v3.23.3

ACCRUED CONSULTING FEES	3 Months Ended
	Aug. 31, 2023
Payables and Accruals [Abstract]
ACCRUED CONSULTING FEES	NOTE 3 – ACCRUED CONSULTING FEES   Accrued consulting fees consisted of the following:  Schedule of consulting fees payable                     August 31, 2023     May 31, 2023   Due to Company Chief Executive Officer 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   $ 548,817     $ 488,817   Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021)     305,200       305,200   Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019     131,350       131,350   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     144,700       144,700   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     48,000       48,000   Due to two other service providers     27,850       27,850                     Total   $ 1,205,917     $ 1,145,917     The accrued consulting fees balance changed as follows:  Schedule of accrued consulting fees activity                     Three Months Ended August 31, 2023     Year Ended May 31, 2023   Balance, beginning of period   $ 1,145,917     $ 926,217                     Compensation expense accrued pursuant to consulting agreements     60,000       240,000   Payments to consultants     –       (20,300 )                   Balance, end of period   $ 1,205,917     $ 1,145,917     See Note 8 (Commitments and Contingencies).

v3.23.3

NOTES PAYABLE	3 Months Ended
	Aug. 31, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4 - NOTES PAYABLE   Notes payable consisted of the following: Schedule of notes payable                     August 31, 2023     May 31, 2023   Notes payable to an entity, non-interest bearing, due on demand, unsecured   $ 64,700     $ 64,700   Note payable to an individual, due on May 22, 2015, in default (B)     25,000       25,000   Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)     50,000       50,000   Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)     7,000       7,000   Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)     50,000       50,000   Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)     50,000       50,000   Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)     25,000       25,000   Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)     40,000       40,000   Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)     25,000       25,000   Convertible note payable to an individual, interest at 10%, due on demand (V)     46,890       46,890   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 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       170,212   Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW)     14,000       14,000   Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY)     58,250       58,250   Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)     245,000       245,000   Convertible note payable to an entity, interest at 12%, due on June 10, 2023, in default, net of discount of $-0- and $1,065, respectively (AA)     38,880       37,815   Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $5,441 and $13,143, respectively (C)     25,114       17,412   Convertible note payable to an entity, interest at 12%, due on April 10, 2024, net of discount of $37,228 and $52,586, respectively (F)     23,872       8,514   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     103,476       103,476   Total Notes Payable     1,489,263       1,465,138   Less: Current Portion     (1,489,263 )     (1,465,138 ) Long-Term Notes Payable   $ –     $ –     (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.   (D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.   (E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.   (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.   (H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.   (I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016.   (M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.   (V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.1293 per share.   (W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.   (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.   (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:  Schedule of notes payable by lender                     August 31, 2023     May 31, 2023                 Lender A   $ 458,014     $ 458,014   Lender B     170,212       170,212   14 other lenders     903,706       903,706                     Total     1,531,932       1,531,932                     Less debt discounts     (42,669 )     (66,794 )                   Net   $ 1,489,263     $ 1,465,138

v3.23.3

NOTES PAYABLE – RELATED PARTIES	3 Months Ended
	Aug. 31, 2023
Related Party Transactions [Abstract]
NOTES PAYABLE – RELATED PARTIES	NOTE 5 - NOTES PAYABLE – RELATED PARTIES   Notes payable – related parties consisted of the following:  Schedule of related party notes payable                     August 31, 2023     May 31, 2023                 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     19,949       19,449   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       2,000,000   Total Notes Payable     2,091,272       2,090,772   Less: Current Portion     (2,091,272 )     (2,090,772 ) Long-Term Notes Payable   $ –     $ –

v3.23.3

DERIVATIVE LIABILITY	3 Months Ended
	Aug. 31, 2023
Derivative Liability
DERIVATIVE LIABILITY	NOTE 6 - DERIVATIVE LIABILITY   The derivative liability at August 31, 2023 and May 31, 2023 consisted of:  Schedule of derivative liabilities                                     August 31, 2023     May 31, 2023       Face Value     Derivative Liability     Face Value     Derivative Liability   Convertible note payable issued December 29, 2015, due December 29, 2016 (M)   $ 40,000     $ 74,286     $ 40,000     $ 81,481   Convertible note payable issued April 5, 2017, due on demand (W)     29,000       51,556       29,000       81,093   Convertible note payable issued April 5, 2017, due on demand (X)     21,500       38,222       21,500       60,120   Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)     35,000       65,000       35,000       71,296   Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)     8,506       15,796       8,506       17,326   Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)     154,764       33,979       154,764       151,020   Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)     170,212       36,245       170,212       153,285   Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)     14,000       16,769       14,000       18,707   Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)     38,880       35,867       38,880       154,078   Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)     30,555       87,300       30,555       92,797   Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)     61,100       37,755       61,100       154,795                                     Totals   $ 603,517     $ 492,775     $ 603,517     $ 1,035,998     The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.   Assumptions used for the calculations of the derivative liability of the notes at August 31, 2023 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.00004 to $0.00045 per share, (3) terms ranging from 0 days to 223 days, (4) expected volatility of 2,193% and (5) risk free interest rates ranging from 5.52% to 5.61%.   Assumptions used for the calculations of the derivative liability of the notes at May 31, 2023 include (1) stock price of $0.0041 per share, (2) exercise prices ranging from $0.00004 to $0.001755 per share, (3) terms ranging from 0 days to 315 days, (4) expected volatility of 2,189% and (5) risk free interest rates ranging from 4.65% to 5.28%.   Concentration of Derivative Liability:   The derivative liability relates to convertible notes payable due to:  Schedule of derivative liability by Lender                     August 31, 2023     May 31, 2023                 Lender A   $ 33,979     $ 151,020   Lender B     36,245       153,285   Lender C     35,867       415,233   Lender D     97,565       107,329   5 other lenders     289,119       209,131                     Total   $ 492,775     $ 1,035,998

v3.23.3

EQUITY TRANSACTIONS	3 Months Ended
	Aug. 31, 2023
Equity [Abstract]
EQUITY TRANSACTIONS	NOTE 7 - EQUITY TRANSACTIONS   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.

v3.23.3

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Aug. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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.   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.

v3.23.3

GOING CONCERN	3 Months Ended
	Aug. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	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 August 31, 2023, the Company had negative working capital of $6,013,240 and an accumulated deficit of $14,344,948. 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, 2024 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.

v3.23.3

INVESTMENT IN ACQUISITION	3 Months Ended
	Aug. 31, 2023
Business Combination and Asset Acquisition [Abstract]
INVESTMENT IN ACQUISITION	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.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies)	3 Months Ended
	Aug. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2023 are not necessarily indicative of results that may be expected for the year ending May 31, 2024.
Organization	Organization   The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. 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.
Acquisition of The Marquie Group, Inc.	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.

v3.23.3

MUSIC INVENTORY (Tables)	3 Months Ended
	Aug. 31, 2023
Inventory Disclosure [Abstract]
Schedule of inventory	Schedule of inventory                     August 31, 2023     May 31, 2023   Digital music acquired for use in operations – at cost   $ 21,648     $ 21,648   Accumulated depreciation     (20,949 )     (20,719 ) Music inventory – net   $ 699     $ 929

v3.23.3

ACCRUED CONSULTING FEES (Tables)	3 Months Ended
	Aug. 31, 2023
Payables and Accruals [Abstract]
Schedule of consulting fees payable	Schedule of consulting fees payable                     August 31, 2023     May 31, 2023   Due to Company Chief Executive Officer 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   $ 548,817     $ 488,817   Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021)     305,200       305,200   Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019     131,350       131,350   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     144,700       144,700   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     48,000       48,000   Due to two other service providers     27,850       27,850                     Total   $ 1,205,917     $ 1,145,917
Schedule of accrued consulting fees activity	Schedule of accrued consulting fees activity                     Three Months Ended August 31, 2023     Year Ended May 31, 2023   Balance, beginning of period   $ 1,145,917     $ 926,217                     Compensation expense accrued pursuant to consulting agreements     60,000       240,000   Payments to consultants     –       (20,300 )                   Balance, end of period   $ 1,205,917     $ 1,145,917

v3.23.3

NOTES PAYABLE (Tables)	3 Months Ended
	Aug. 31, 2023
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                     August 31, 2023     May 31, 2023   Notes payable to an entity, non-interest bearing, due on demand, unsecured   $ 64,700     $ 64,700   Note payable to an individual, due on May 22, 2015, in default (B)     25,000       25,000   Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)     50,000       50,000   Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)     7,000       7,000   Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)     50,000       50,000   Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)     50,000       50,000   Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)     25,000       25,000   Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)     40,000       40,000   Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)     25,000       25,000   Convertible note payable to an individual, interest at 10%, due on demand (V)     46,890       46,890   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 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       170,212   Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW)     14,000       14,000   Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY)     58,250       58,250   Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)     245,000       245,000   Convertible note payable to an entity, interest at 12%, due on June 10, 2023, in default, net of discount of $-0- and $1,065, respectively (AA)     38,880       37,815   Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $5,441 and $13,143, respectively (C)     25,114       17,412   Convertible note payable to an entity, interest at 12%, due on April 10, 2024, net of discount of $37,228 and $52,586, respectively (F)     23,872       8,514   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     103,476       103,476   Total Notes Payable     1,489,263       1,465,138   Less: Current Portion     (1,489,263 )     (1,465,138 ) Long-Term Notes Payable   $ –     $ –
Schedule of notes payable by lender	Schedule of notes payable by lender                     August 31, 2023     May 31, 2023                 Lender A   $ 458,014     $ 458,014   Lender B     170,212       170,212   14 other lenders     903,706       903,706                     Total     1,531,932       1,531,932                     Less debt discounts     (42,669 )     (66,794 )                   Net   $ 1,489,263     $ 1,465,138

v3.23.3

NOTES PAYABLE – RELATED PARTIES (Tables)	3 Months Ended
	Aug. 31, 2023
Related Party Transactions [Abstract]
Schedule of related party notes payable	Schedule of related party notes payable                     August 31, 2023     May 31, 2023                 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     19,949       19,449   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       2,000,000   Total Notes Payable     2,091,272       2,090,772   Less: Current Portion     (2,091,272 )     (2,090,772 ) Long-Term Notes Payable   $ –     $ –

v3.23.3

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Aug. 31, 2023
Derivative Liability
Schedule of derivative liabilities	Schedule of derivative liabilities                                     August 31, 2023     May 31, 2023       Face Value     Derivative Liability     Face Value     Derivative Liability   Convertible note payable issued December 29, 2015, due December 29, 2016 (M)   $ 40,000     $ 74,286     $ 40,000     $ 81,481   Convertible note payable issued April 5, 2017, due on demand (W)     29,000       51,556       29,000       81,093   Convertible note payable issued April 5, 2017, due on demand (X)     21,500       38,222       21,500       60,120   Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)     35,000       65,000       35,000       71,296   Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)     8,506       15,796       8,506       17,326   Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)     154,764       33,979       154,764       151,020   Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)     170,212       36,245       170,212       153,285   Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)     14,000       16,769       14,000       18,707   Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)     38,880       35,867       38,880       154,078   Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)     30,555       87,300       30,555       92,797   Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)     61,100       37,755       61,100       154,795                                     Totals   $ 603,517     $ 492,775     $ 603,517     $ 1,035,998
Schedule of derivative liability by Lender	Schedule of derivative liability by Lender                     August 31, 2023     May 31, 2023                 Lender A   $ 33,979     $ 151,020   Lender B     36,245       153,285   Lender C     35,867       415,233   Lender D     97,565       107,329   5 other lenders     289,119       209,131                     Total   $ 492,775     $ 1,035,998

v3.23.3

MUSIC INVENTORY (Details) - USD ($)	Aug. 31, 2023	May 31, 2023
Inventory Disclosure [Abstract]
Digital music acquired for use in operations – at cost	$ 21,648	$ 21,648
Accumulated depreciation	(20,949)	(20,719)
Music inventory – net	$ 699	$ 929

v3.23.3

MUSIC INVENTORY (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Inventory Disclosure [Abstract]
Property plant and equipment additions	$ 0
Depreciation	$ 230	$ 389

v3.23.3

ACCRUED CONSULTING FEES (Details - Consulting fees payable) - USD ($)	Aug. 31, 2023	May 31, 2023	May 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	$ 1,205,917	$ 1,145,917	$ 926,217
C E O Agreement 2017 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	548,817	488,817
Wife Of C E O [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	305,200	305,200
Mother Of C E O [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	131,350	131,350
Service Provider [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	144,700	144,700
Service Provider 1 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	48,000	48,000
Two Other Service Providers [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	$ 27,850	$ 27,850

v3.23.3

ACCRUED CONSULTING FEES (Details - Consulting fees activity) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2023	May 31, 2023
Payables and Accruals [Abstract]
Beginning of Accrued Professional Fees, Current	$ 1,145,917	$ 926,217
Professional and Contract Services Expense	60,000	240,000
Payments to consultants	0	(20,300)
Ending of Accrued Professional Fees, Current	$ 1,205,917	$ 1,145,917

v3.23.3

NOTES PAYABLE (Details) - USD ($)	Aug. 31, 2023	May 31, 2023
Debt Instrument [Line Items]
Total Notes Payable	$ 1,489,263	$ 1,465,138
Less: Current Portion	(1,489,263)	(1,465,138)
Long-Term Notes Payable	0	0
Note Payable 1 [Member]
Debt Instrument [Line Items]
Total Notes Payable	64,700	64,700
Note Payable 2 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 3 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 4 [Member]
Debt Instrument [Line Items]
Total Notes Payable	7,000	7,000
Note Payable 5 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 6 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 7 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 8 [Member]
Debt Instrument [Line Items]
Total Notes Payable	40,000	40,000
Note Payable 9 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 10 [Member]
Debt Instrument [Line Items]
Total Notes Payable	46,890	46,890
Note Payable 11 [Member]
Debt Instrument [Line Items]
Total Notes Payable	29,000	29,000
Note Payable 12 [Member]
Debt Instrument [Line Items]
Total Notes Payable	21,500	21,500
Note Payable 13 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,100	8,100
Note Payable 14 [Member]
Debt Instrument [Line Items]
Total Notes Payable	35,000	35,000
Note Payable 15 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,505	8,505
Note Payable 16 [Member]
Debt Instrument [Line Items]
Total Notes Payable	154,764	154,764
Note Payable 17 [Member]
Debt Instrument [Line Items]
Total Notes Payable	170,212	170,212
Note Payable 18 [Member]
Debt Instrument [Line Items]
Total Notes Payable	14,000	14,000
Note Payable 19 [Member]
Debt Instrument [Line Items]
Total Notes Payable	58,250	58,250
Note Payable 20 [Member]
Debt Instrument [Line Items]
Total Notes Payable	245,000	245,000
Note Payable 21 [Member]
Debt Instrument [Line Items]
Total Notes Payable	38,880	37,815
Note Payable 22 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,114	17,412
Note Payable 23 [Member]
Debt Instrument [Line Items]
Total Notes Payable	23,872	8,514
Note Payable 24 [Member]
Debt Instrument [Line Items]
Total Notes Payable	70,000	70,000
Note Payable 25 [Member]
Debt Instrument [Line Items]
Total Notes Payable	100,000	100,000
Note Payable 26 [Member]
Debt Instrument [Line Items]
Total Notes Payable	$ 103,476	$ 103,476

v3.23.3

NOTES PAYABLE (Details by lender) - USD ($)	Aug. 31, 2023	May 31, 2023
Debt Instrument [Line Items]
Total	$ 1,531,932	$ 1,531,932
Less debt discounts	(42,669)	(66,794)
Net	1,489,263	1,465,138
Lender A [Member]
Debt Instrument [Line Items]
Total	458,014	458,014
Lender B [Member]
Debt Instrument [Line Items]
Total	170,212	170,212
Other Lenders 14 [Member]
Debt Instrument [Line Items]
Total	$ 903,706	$ 903,706

v3.23.3

NOTES PAYABLE RELATED PARTIES (Details) - USD ($)	Aug. 31, 2023	May 31, 2023
Related Party Transaction [Line Items]
Total Notes Payable	$ 2,091,272	$ 2,090,772
Less: Current Portion	(2,091,272)	(2,090,772)
Long-Term Notes Payable	0	0
Company Law Firm [Member]
Related Party Transaction [Line Items]
Total Notes Payable	2,073	2,073
O Z Corporation [Member]
Related Party Transaction [Line Items]
Total Notes Payable	69,250	69,250
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total Notes Payable	19,949	19,449
Wife Of C E O [Member]
Related Party Transaction [Line Items]
Total Notes Payable	$ 2,000,000	$ 2,000,000

v3.23.3

DERIVATIVE LIABILITY (Details) - USD ($)	Aug. 31, 2023	May 31, 2023
Offsetting Assets [Line Items]
Face Value	$ 603,517	$ 603,517
Derivative Liability	492,775	1,035,998
Convertible Note 1 [Member]
Offsetting Assets [Line Items]
Face Value	40,000	40,000
Derivative Liability	74,286	81,481
Convertible Note 2 [Member]
Offsetting Assets [Line Items]
Face Value	29,000	29,000
Derivative Liability	51,556	81,093
Convertible Note 3 [Member]
Offsetting Assets [Line Items]
Face Value	21,500	21,500
Derivative Liability	38,222	60,120
Convertible Note 4 [Member]
Offsetting Assets [Line Items]
Face Value	35,000	35,000
Derivative Liability	65,000	71,296
Convertible Note 5 [Member]
Offsetting Assets [Line Items]
Face Value	8,506	8,506
Derivative Liability	15,796	17,326
Convertible Note 6 [Member]
Offsetting Assets [Line Items]
Face Value	154,764	154,764
Derivative Liability	33,979	151,020
Convertible Note 7 [Member]
Offsetting Assets [Line Items]
Face Value	170,212	170,212
Derivative Liability	36,245	153,285
Convertible Note 8 [Member]
Offsetting Assets [Line Items]
Face Value	14,000	14,000
Derivative Liability	16,769	18,707
Convertible Note 9 [Member]
Offsetting Assets [Line Items]
Face Value	38,880	38,880
Derivative Liability	35,867	154,078
Convertible Note 10 [Member]
Offsetting Assets [Line Items]
Face Value	30,555	30,555
Derivative Liability	87,300	92,797
Convertible Note 11 [Member]
Offsetting Assets [Line Items]
Face Value	61,100	61,100
Derivative Liability	$ 37,755	$ 154,795

v3.23.3

DERIVATIVE LIABILITY (Details - by Lender) - USD ($)	Aug. 31, 2023	May 31, 2023
Offsetting Assets [Line Items]
Derivative Liability	$ 492,775	$ 1,035,998
Lender A [Member]
Offsetting Assets [Line Items]
Derivative Liability	33,979	151,020
Lender B [Member]
Offsetting Assets [Line Items]
Derivative Liability	36,245	153,285
Lender C [Member]
Offsetting Assets [Line Items]
Derivative Liability	35,867	415,233
Lender D [Member]
Offsetting Assets [Line Items]
Derivative Liability	97,565	107,329
5 Other Lenders [Member]
Offsetting Assets [Line Items]
Derivative Liability	$ 289,119	$ 209,131

v3.23.3

EQUITY TRANSACTIONS (Details Narrative) - USD ($)		12 Months Ended
	Apr. 21, 2022	May 31, 2021
Equity [Abstract]
Debt conversion shares issued		4,304,842
Debt conversion converted amount		$ 835,050
Gain on extinguishment of debt		$ 1,445,042
Reverse split	1 for 1,000 reverse split

v3.23.3

GOING CONCERN (Details Narrative) - USD ($)	Aug. 31, 2023	May 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ 6,013,240
Accumulated deficit	$ 14,344,948	$ 14,698,030

v3.23.3

INVESTMENT IN ACQUISITION (Details Narrative) - Simply Whim [Member]	Sep. 20, 2022 USD ($) shares
Business Acquisition [Line Items]
Stock issued during period shares acquisitions | shares	666,666,668
Notes issued	$ 2,000,000
Business combination consideration transferred	$ 6,200,000

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