UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2025
For the quarterly period ended February 28, 2026
☐	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~~Transglobal ~~Marquie~~Management 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 4887 St. Petersburg, FL 33702		33702
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (602) 989-4653

~~Not~~The ~~Applicable~~Marquie Group, Inc.

(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 ~~January~~April 161, 2026 there were 811,~~736~~589,~~689~~180 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 20 Item 3: Quantitative and Qualitative Disclosures about Market Risk 2930 Item 4: Controls and Procedures 2930 PART II: OTHER INFORMATION Item 1: Legal Proceedings 3031 Item 1A: Risk Factors 3031 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 3031 Item 3: Defaults Upon Senior Securities 3031 Item 4: Mine Safety Disclosures 3031 Item 5: Other Information 3031 Item 6: Exhibits 3031 SIGNATURES 3132

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~THE~~TRANSGLOBAL ~~MARQUIE~~MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Consolidated Balance Sheets

	November 30,			May 31,
	February 28,			May 31,
	2025			2025
	2026			2025
	~~(Unaudited)~~	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	81349,~~317~~224		$	1,071
Accounts receivable		38,160			11,040
Prepaid investment		~~205~~405,000			–
Total Current Assets		~~324~~792,~~477~~384			12,111
OTHER ASSETS
Investment in Acquisition		2,500,000			6,200,000
Loans receivable, related party		35,237			35,237
Music inventory, net of accumulated depreciation of $-0- and $21,815, respectively		–			453
Trademark costs		–			11,165
Total Other Assets		2,535,237			6,246,855
TOTAL ASSETS	$	23,~~859~~327,~~714~~621		$	6,258,966
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	~~131~~341,~~515~~053		$	106,217
Accrued interest payable on notes payable		1,~~082~~167,~~728~~577			1,182,097
Accrued consulting fees		–21,887			351,700
Notes payable		~~618~~1,~~998~~326,185			1,409,646
Notes payable to related parties		2,~~596~~546,300			2,086,815
Derivative liability		23,~~449~~366,~~374~~728			625,824
Total Current Liabilities		68,~~878~~769,~~915~~730			5,762,299
TOTAL LIABILITIES		68,~~878~~769,~~915~~730			5,762,299
STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding		–			–
Common stock, $0.0001 par value; 20,000,000,000 shares authorized, 7,539,209 and 4,212,498 shares issued and outstanding, respectively		753			421
Common stock, $0.0001 par value; 20,000,000,000 shares authorized, 11,589,180 and 4,212,498 shares issued and outstanding, respectively		1,158			421
Additional paid-in-capital		16,~~362~~626,~~311~~904			16,308,184
Accumulated deficit		(2022,~~382~~070,~~265~~171	)		(15,811,938	)
Total Stockholders' Equity		(45,~~019~~442,~~201~~109	)		496,667
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	23,~~859~~327,~~714~~621		$	6,258,966

The accompanying notes are an integral part of these financial statements

~~THE~~TRANSGLOBAL ~~MARQUIE~~MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	November 30,						November 30,
	February 28,						February 28,
	2025			2024			2025			2024
	2026			2025			2026			2025
NET REVENUES	$	15,200		$	–		$	27,120		$	–
Revenues	$	448,311		$	–		$	475,431		$	–
Cost of Revenues		329,433			–			329,433			–
Gross profit		118,878			–			145,998			–
OPERATING EXPENSES
Salaries and Consulting fees		~~120~~213,~~572~~340			~~60,000~~–			~~143~~356,~~386~~726			120,000
Professional fees		~~109~~142,~~887~~645			422,~~500~~036			~~189~~331,~~107~~752			426,~~500~~536
Other selling, general and administrative		~~149~~85,~~451~~225			~~214~~1,178			~~141~~226,~~055~~280			~~854~~2,032
Total Operating Expenses		~~379~~441,~~910~~210			6423,~~714~~214			~~473~~914,~~548~~758			~~125~~148,~~354~~568
LOSS FROM OPERATIONS		(~~364~~322,~~710~~332	)		(6423,~~714~~214	)		(~~446~~768,~~428~~760	)		(~~125~~148,~~354~~568	)
OTHER INCOME (EXPENSES)
Gain on extinguishment of debt		–			–			1,760,461			–
Income (expense) from derivative liability		(1534,~~417,593~~303	)		3,~~355~~816			(1,~~120~~654,~~317~~620	)		(3330,~~877~~061	)
Loss of markdown of investment		–			–			(3,700,000	)		–
Interest expense (including amortization of debt discounts of $122,037, $7,790, $122,037, and $27,690, respectively)		(507,519	)		(94,015	)		(1,064,044	)		(201,087	)
Interest expense (including amortization of debt discounts of $424,064, $4,019, $546,101, and $31,709, respectively)		(831,271	)		(89,295	)		(1,895,315	)		(290,382	)
Total Other Income (Expenses)		(1,~~925~~365,~~112~~574	)		(9085,~~660~~479	)		(45,~~123~~489,~~900~~474	)		(~~234~~320,~~964~~443	)
LOSS BEFORE INCOME TAXES		(21,~~289~~687,~~822~~906	)		(~~155~~108,~~374~~693	)		(46,~~570~~258,~~328~~234	)		(~~360~~469,~~318~~011	)
INCOME TAX EXPENSE		–			–			–			–
NET LOSS	$	(21,~~289~~687,~~822~~906	)	$	(~~155~~108,~~374~~693	)	$	(46,~~570~~258,~~328~~234	)	$	(~~360~~469,~~318~~011	)
BASIC AND DILUTED:
Net income (loss) per common share	$	(0.44	)	$	(0.05	)	$	(0.89	)	$	(0.11	)
Net loss per common share	$	(0.56	)	$	(0.03	)	$	(0.97	)	$	(0.14	)
Weighted average shares outstanding		53,~~153~~001,~~582~~616			3,~~325~~349,~~531~~418			56,~~159~~460,~~738~~356			3,~~325~~332,~~531~~735

The accompanying notes are an integral part of these financial statements

~~THE~~TRANSGLOBAL ~~MARQUIE~~MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

	Six Months Ended November 30, 2025
	Nine Months Ended February 28, 2026
	Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Total Stockholders' Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance, May 31, 2025		200	$	–		4,212,498		$	421		$	16,308,184		$	(15,811,937	)	$	496,667
Common stock cancelled for Standby Equity Agreement		–		–		(95,933	)		(10	)		10			–			–
Forgiveness of SBA PPP loans		–		–		–			–			170,000			–			170,000
Round up of shares for reverse split		–		–		4,936			–			–			–			–
Net loss for the three months ended August 31, 2025		–		–		–			–			–			(2,280,506	)		(2,280,506	)
Balance, August 31, 2025		200	$	–		4,121,501		$	411		$	16,478,194		$	(18,092,443	)	$	(1,613,838	)
Common stock issued for Standby Equity Agreement		–		–		1,034,989			103			10,429			–			10,532
Common stock issued for conversion of debt		–		–		1,382,719			138			14,089			–			14,227
Common stock issued for GetGolf purchase agreement		–		–		1,000,000			100			(140,401	)		–			(140,301	)
Net loss for the three months ended November 30, 2025		–		–		–			–			–			(2,289,822	)		(2,289,822	)
Balance, November 30, 2025		200	$	–		7,539,209		$	753		$	16,362,311		$	(20,382,265	)	$	(4,019,201	)
Common stock issued for Standby Equity Agreement		–		–		186,512			19			10,429			–			10,448
Common stock issued for conversion of debt		–		–		3,719,414			372			14,089			–			14,461
Common stock issued for cashless exercise of warrants		–		–		144,045			14			(14	)		–			–
Adjustment for GetGolf purchase agreement		–		–		–			–			240,089			–			240,089
Net loss for the three months ended February 28, 2026		–		–		–			–			–			(1,687,906	)		(1,687,906	)
Balance, February 28, 2026		200	$	–		11,589,180		$	1,158		$	16,626,904		$	(22,070,171	)	$	(5,442,109	)

Note: The above statements reflect retroactively the 1 share for 1,000 shares reverse split effective June 5, 2025.

	Six Months Ended November 30, 2024
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance, May 31, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(14,863,486	)	$	216,436
Net loss for the three months ended August 31, 2024		–		–		–		–		–		(204,944	)		(204,944	)
Balance, August 31, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(15,068,430	)	$	11,492
Net loss for the three months ended November 30, 2024		–		–		–		–		–		(155,374	)		(155,374	)
Balance, November 30, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(15,223,804	)	$	(143,882	)

TRANSGLOBAL MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

(Unaudited)


	Nine Months Ended February 28, 2025
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balance, May 31, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(14,863,486	)	$	216,436

Net loss for the three months ended August 31, 2024		–		–		–		–		–		(204,944	)		(204,944	)

Balance, August 31, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(15,068,430	)	$	11,492

Net loss for the three months ended November 30, 2024		–		–		–		–		–		(155,374	)		(155,374	)

Balance, November 30, 2024		200	$	–		3,325,531	$	332,555	$	14,747,367	$	(15,223,804	)	$	(143,882	)

Common stock issued for Standby Equity Agreement		–		–		124,432		12		4,988		–			5,000

Forgiveness of accrued consulting fees by shareholders		–		–		–		–		1,154,017		–			1,154,017

Net loss for the three months ended February 28, 2025		–		–		–		–		–		(108,693	)		(108,693	)

Balance, February 28, 2025		200	$	–		3,449,964	$	345	$	16,238,594	$	(15,332,497	)	$	906,442

Note: The above statements reflect retroactively the 1 share for 1,000 shares reverse split effective June 5, 2025.

The accompanying notes are an integral part of these financial statements

~~THE~~TRANSGLOBAL ~~MARQUIE~~MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	November 30, 2025			November 30, 2024
	February 28, 2026			February 28, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(46,~~570~~258,~~328~~234	)	$	(~~360~~469,~~318~~011	)
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation of music inventory		39			~~186~~242
Change in fair value of derivative liability		1,~~120~~654,~~317~~620			3330,~~878~~061
Amortization of debt discounts		~~122~~546,~~037~~101			2731,~~690~~709
Default fees added to notes principal balance		~~559~~571,~~333~~836			–
Gain on elimination of debt		(1,760,461	)		–
Loss on write down of investment		3,700,000			–
Adjustments for GetGolf purchase agreement		~~(128~~35,~~722~~181	)		–
Changes in operating assets and liabilities:
Accounts receivable		(27,120	)		–
Prepaid investment		(~~205~~405,000	)		–
Accounts payable and accrued liabilities		25234,~~298~~836			426,~~000~~036
Accrued interest payable on notes payable		~~303~~427,~~980~~917			~~173~~258,~~396~~673
Accrued consulting fees		–21,887			~~120~~119,~~000~~800
Net Cash Used by Operating Activities		(~~860~~1,~~627~~258,398	)		(12,~~168~~490	)
CASH FLOWS FROM INVESTING ACTIVITIES:		–			–
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		–			(89	)
Proceeds from notes payable		~~980~~1,~~833~~943,883			–
Proceeds from stand by equity agreement		10,532			–
Repayments of notes payable and accrued interest		(262,362	)		–
Repayments of notes payable to related parties		(70,492	)		–
Proceeds from stand by equity agreement		25,522			5,000
Repayments of notes payable to related parties		(120,492	)		–
Proceeds from notes payable to related parties		20,000			1,500
Net Cash Provided by Financing Activities		~~940~~1,~~873~~606,551			16,411
NET INCREASE IN CASH AND CASH EQUIVALENTS		80348,~~246~~153			~~243~~3,921
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,071			–
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	81349,~~317~~224		$	~~243~~3,921
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest	$	–		$	–
Income taxes	$	–		$	–
Non-cash investing and financing activities:
Forgiveness of SBA PPP loans recorded as equity	$	170,000		$	–
Accrued consulting fees converted into promissory note	$	131,300		$	–
Conversion of debt and accrued interest into common stock	$	14100,~~227~~332		$	–
Initial setup of derivative liability	$	~~968~~1,~~333~~351,384		$	–
Forgiveness of accrued consulting fees by shareholders	$	–		$	1,154,017

The accompanying notes are an integral part of these financial statements

~~THE~~TRANSGLOBAL ~~MARQUIE~~MANAGEMENT GROUP, INC.

(formerly The Marquie Group, Inc.)

Notes to the Consolidated Financial Statements

~~November~~February 3028, ~~2025~~2026

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Transglobal Management Group, Inc. (formerly The Marquie Group, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008, under the name of “Zhong Sen International Tea Company”. ~~From~~ January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 ~~(the “Closing Date”)~~, the Company entered into a Merger Agreement ~~(the~~with ~~“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~~corporation. 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 August 16, 2018, 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.

On October 20, 2025, Marc Angell, the Chief Executive Officer and controlling shareholder of The Marquie Group, Inc. (“TMGI”), and Jacquie Angell (the “Sellers”), entered into a Purchase Agreement, as amended (the “Purchase Agreement”) with GetGolf.com (“GetGolf”), pursuant to which GetGolf agreed to acquire from the Sellers, for an aggregate purchase price of $500,000 payable over 12 months, with respect to the sale of: (i) 200 Series A Preferred shares of TMGI (the Series A Shares”), which Series A Shares have 80% of the total voting power of all classes of voting stock of TMGI at all times, and (ii) that certain promissory note issued by the Company, in the name of Jacquie Angell in the principal amount of $2,000,000; and (iii) the return to treasury 666,700 held by the Angell Family Trust. Pursuant to the terms of the Purchase Agreement, the Series A Shares will be returned to treasury and reissued to the incoming Chief Executive Officer and Directors. Also, pursuant to the Purchase Agreement, Marc and Jacquie Angell will retain all rights, title and interest to the trademarks, copyrights and other intellectual property pertaining to the Music of Your Life brand, and GetGolf will assign and transfer to TMGI all rights, title and ownership interest in Stand By Golf, and Apache Creek Golf Club when those acquisitions are completed.

For financial reporting purposes, the Purchase Agreement transaction will be accounted for as a “reverse merger” rather than a business combination, because GetGolf effectively controls the combined companies immediately following the transaction. As such, GetGolf is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a reverse acquisition of TMGI. Accordingly, the assets and liabilities and the historical operations of TMGI will be reflected in the ongoing financial statements. TMGI’s capital accounts and retained earnings will be carried forward, thus, the capital accounts and retained earnings of GetGolf have been eliminated in the consolidated financial statements.

On December 16, 2025, The Marquie Group, Inc. amended and restated its Articles of Incorporation providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.”

Reverse Stock Split

Effective June 5, 2025, the Company effectuated a 1 share for 1,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 4,212,497,884 shares to 4,214,763 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.

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~~nine months ended ~~November~~February 3028, ~~2025~~2026, are not necessarily indicative of results that may be expected for the year ending May 31, 2026.

~~Acquisition~~Segment ~~of The Marquie Group, Inc.~~Reporting

OnWe ~~August~~operate ~~16,~~in ~~2018~~a ~~(see~~single ~~Note~~operating ~~8), the~~segment ~~Company~~and ~~merged~~a ~~with~~single ~~The~~reporting ~~Marquie Group, Inc~~segment. ~~(“TMGI”)~~Operating insegments ~~exchange~~are ~~for~~defined ~~the~~as ~~issuance~~components of aan ~~total~~enterprise ofabout ~~100~~which ~~shares~~separate offinancial ~~our common stock~~information tois ~~TMGI’s~~regularly ~~stockholders.~~evaluated ~~Following~~by the ~~merger,~~chief ~~the~~operating ~~Company~~decision ~~had~~maker ~~102~~function ~~shares~~(which ofis ~~common~~fulfilled ~~stock~~by ~~issued~~our ~~and~~chief ~~outstanding.~~executive Onofficer) ~~December~~in 5,deciding ~~2018,~~how ~~the~~to ~~Company~~allocate ~~amended~~resources and ~~restated~~in ~~its~~assessing ~~Articles~~performance. ofOur ~~Incorporation~~chief ~~providing~~executive ~~for~~officer aallocates ~~change~~resources inand ~~the~~assesses ~~Company’s~~performance ~~name from “Music~~based ofupon ~~Your~~financial ~~Life,~~information ~~Inc.”~~at tothe ~~“The Marquie Group, Inc~~level.” ~~The~~Since ~~TMGI~~we ~~business~~operate ~~plan~~in isone tooperating ~~license~~segment, ~~develop~~all ~~and~~required ~~launch~~financial asegment ~~direct-to-consumer, health~~information ~~and~~is ~~beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural~~presented ~~alternatives~~in tothe ~~chemical~~financial ~~ingredients~~statements.

Entry into a Material Definitive Agreement

For financial reporting purposes, the transaction will be accounted for as a “reverse merger” rather than a business combination, because GetGolf effectively controls the combined companies immediately following the transaction. As such, GetGolf is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a reverse acquisition of TMGI. Accordingly, the assets and liabilities and the historical operations of TMGI will be reflected in the ongoing financial statements. TMGI’s capital accounts and retained earnings will be carried forward, thus, the capital accounts and retained earnings of GetGolf have been eliminated in the consolidated financial statements.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At ~~November~~February 3028, ~~2025~~2026, the Company had negative working capital of $67,~~554~~977,~~438~~346 and an accumulated deficit of $2022,~~382~~070,~~265~~171. 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 ending May 31, 2026, and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.

The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.

NOTE 2 – MUSIC INVENTORY

Music inventory consisted of the following:

Schedule of music inventory
	November 30, 2025		May 31, 2025
	February 28, 2026		May 31, 2025
Digital music acquired for use in operations – at cost	$	–	$	22,268
Accumulated depreciation		–		(21,815	)
Music inventory – net	$	–	$	453

The Company purchases digital music to broadcast over the radio and internet. During the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the Company purchased $-0- worth of music inventory. For the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, depreciation of music inventory was $39 and $~~186~~242, respectively. As part of the GetGolf purchase agreement, all music and trademark assets pertaining to Music of Your Life were transferred to Marc Angell and have been eliminated from the balance sheet as of ~~November~~February 3028, ~~2025~~2026.

NOTE 3 – ACCRUED CONSULTING FEES

Accrued consulting fees consisted of the following:

Schedule of accrued consulting fees
	November 30, 2025		May 31, 2025
	February 28, 2026		May 31, 2025
Due to Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022, balance of $848,817 forgiven as of February 28, 2025	$	–	$	–
Due to previous Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated January 30, 2026 – monthly compensation of $15,000 to July 30, 2027	$	21,887	$	–
Due to wife of Company Chief Executive Officer (Related Party) pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021), balance of $305,200 forgiven as of February 28, 2025		–		–
Due to mother of Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019		–		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
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
Due to two other service providers		–		27,850
Total	$	–21,887	$	351,700

The accrued consulting fees balance changed as follows:

Schedule of accrued consulting fees balance
	Six Months Ended November 30, 2025			Year Ended May 31, 2025
	Nine Months Ended February 28, 2026			Year Ended May 31, 2025
Balance, beginning of period	$	351,700		$	1,385,917
Compensation expense accrued pursuant to consulting agreements		–30,000			120,000
Accrued consulting fees written off		(220,400	)		(1,154,017	)
Accrued consulting converted into promissory note		(131,300	)		–
Payments to consultants		–(8,113	)		(200	)
Balance, end of period	$	–21,887		$	351,700

See Note 8 (Commitments and Contingencies).

910

NOTE 4 – NOTES PAYABLE

Notes payable consisted of the following:

Schedule of notes payable
	August 31, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
Notes payable to an entity, non-interest bearing, due on demand, unsecured	$	7,500		$	54,079
Note payable to an individual, due on May 22, 2015, extinguished on June 1, 2025 (B)		–			25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, extinguished on June 1, 2025 (D)		–			50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, extinguished on June 1, 2025 (E)		–			7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, extinguished on June 1, 2025 (G)		–			50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, extinguished on June 1, 2025 (H)		–			50,000
Note payable to an individual, due on December 20, 2015, 24% default rate from January 20, 2016, extinguished on June 1, 2025 (I)		–			25,000
Convertible note payable to an entity, interest at 12%, due on December 29, 2016, extinguished on June 1, 2025 (M)		–			40,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, extinguished on June 1, 2025 (P)		–			25,000
Convertible note payable to an individual, interest at 10%, extinguished on June 1, 2025 (V)		–			46,890
Convertible note payable to an individual, interest at 8%, extinguished on June 1, 2025 (W)		–			29,000
Convertible note payable to an individual, interest at 8%, extinguished on June 1, 2025 (X)		–			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)		8,506			8,506
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, extinguished on June 1, 2025 (SS)		–			154,764
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)		152,~~369~~335			152,369
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, extinguished on June 1, 2025 (YY)		–			424
Convertible note payable to an entity, interest at 12%, due on February 8, 2023, extinguished on June 1, 2025 (ZZ)		–			174,128
Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C)		–			6,339
Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default (F)		76,375			76,375
Convertible note payable to an entity, interest at 12%, due on September 18, 2024, in default, net of discount of $-0- and $1,052, respectively (K)		3,500			3,500
Convertible note payable to an entity, interest at 12%, due on January 18, 2025, in default, net of discount of $-0- and $19,338, respectively (L)		~~30,555~~–			30,555
Convertible note payable to an entity, interest at 6%, due on August 22, 2026, net of discount of $87,123 (N)		32,877			–
Convertible note payable to an entity, interest at 12%, due on March 24, 2023, in default (R)		46,579			–
Convertible note payable to an entity, interest at 12%, due on December 19, 2023, in default (S)		31,600			–
Convertible note payable to an entity, interest at 12%, due on April 8, 2025, in default (T)		65,058			–
Convertible note payable to an entity, interest at 12%, due on July 31, 2025, in default (U)		17,820			–
Convertible note payable to an entity, interest at 6%, due on October 6, 2026, net of discount of $77,425 (Z)		12,557			–
Convertible note payable to an entity, interest at 12%, due on October 10, 2026, net of discount of $77,425 (A)		12,575			–
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $120,171 (J)		17,328			–
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $120,171 (AA)		17,328			–
Convertible note payable to an entity, interest at 10%, due on October 23, 2026, net of discount of $134,384 (BB)		15,616			–
Convertible note payable to an entity, interest at 6%, due on October 27, 2026, net of discount of $117,890 (CC)		12,110			–
Convertible note payable to an entity, interest at 12%, due on November 25, 2026, net of discount of $118,356 (EE)		1,645			–
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgiven by SBA and reclassified as equity		–			70,000
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgiven by SBA and reclassified as equity		–			100,000
Notes payable to individuals, non-interest bearing, written off on June 1, 2025		–			103,476
Total Notes Payable		618,998			1,409,646
Less: Current Portion		(618,998	)		(1,409,646	)
Long-Term Notes Payable	$	–		$	–

1011

Convertible note payable to an entity, interest at 6%, due on August 22, 2026, net of discount of $87,123 (N)		–			–
Convertible note payable to an entity, interest at 12%, due on March 24, 2023, in default (R)		46,579			–
Convertible note payable to an entity, interest at 12%, due on December 19, 2023, in default (S)		31,600			–
Convertible note payable to an entity, interest at 12%, due on April 8, 2025, in default (T)		65,058			–
Convertible note payable to an entity, interest at 12%, due on July 31, 2025, in default (U)		17,820			–
Convertible note payable to an entity, interest at 6%, due on October 6, 2026, net of discount of $37,671 (Z)		45,662			–
Convertible note payable to an entity, interest at 12%, due on October 10, 2026, net of discount of $42,658 (A)		47,342			–
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $68,938 (J)		68,562			–
Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $68,938 (AA)		68,562			–
Convertible note payable to an entity, interest at 10%, due on October 23, 2026, net of discount of $81,781 (BB)		68,219			–
Convertible note payable to an entity, interest at 6%, due on October 27, 2026, net of discount of $73,726 (CC)		56,274			–
Convertible note payable to an entity, interest at 12%, due on November 25, 2026, net of discount of $87,123 (EE)		8,437			–
Convertible note payable to an entity, interest at 12%, due on December 15, 2026, net of discount of $104,000 (FF)		21,000			–
Convertible note payable to an entity, a one-time interest charge of 13%, due on December 15, 2026, net of discount of $114,008 (HH)		9,042			–
Convertible note payable to an entity, interest at 6%, due on February 18, 2027, net of discount of $126,438 (II)		3,562			–
Amount due under a Merchant Cash Advance Agreement (JJ)		471,250			–
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgiven by SBA and reclassified as equity		–			70,000
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgiven by SBA and reclassified as equity		–			100,000
Notes payable to individuals, non-interest bearing, written off on June 1, 2025		–			103,476
Total Notes Payable		1,326,185			1,409,646
Less: Current Portion		(1,326,185	)		(1,409,646	)
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 $0.0001293 per share.

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

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

(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.

(C) On November 4, 2022, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $25,000. The note bears interest at a rate of 12% per annum, is due on November 4, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.005, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

(F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum, is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.003, or (2) the par value of the Common Stock. See Note 6 (Derivative Liability).

(K) On September 18, 2023, the Company issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per annum, is due on September 18, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

(L) On January 18, 2024, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $22,800. The note bears interest at a rate of 12% per annum, is due on January 18, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of $0.0002 or 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

(N) On August 22, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $105,000. The note bears interest at a rate of 6% per annum, is due on August 22, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

(R) On March 24, 2022, the Company issued a $38,880 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on March 24, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

(S) On December 19, 2022, the Company issued a $31,600 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $25,430. The note bears interest at a rate of 12% per annum, is due on December 19, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to equal to the higher of (1) $0.003, or (2) the par value of the Common Stock $0.0001.

(T) On April 8, 2024, the Company issued a $65,058 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $54,763. The note bears interest at a rate of 12% per annum, is due on April 8, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

(U) On July 31, 2024, the Company issued a $17,820 Convertible Promissory Note to MACRAB LLC who paid this amount to various service providers of the Company. The note bears interest at a rate of 12% per annum, is due on July 31, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.

(Z) On October 6, 2025, the Company issued a $83,333 Convertible Promissory Note to a lender for net loan proceeds of $70,000. The note bears interest at a rate of 6% per annum, is due on October 6, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

(A) On October 10, 2025, the Company issued a $90,000 Convertible Promissory Note to a lender for net loan proceeds of $77,000. The note bears interest at a rate of 12% per annum, is due on October 10, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

(J) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $125,000. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

(AA) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $113,500. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

(BB) On October 23, 2025, the Company issued a $150,000 Convertible Promissory Note to a lender for net loan proceeds of $129,000. The note bears interest at a rate of 10% per annum, is due on October 23, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

(CC) On October 27, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on October 27, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

(EE) On November 25, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on November 25, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

14(FF) On December 15, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $110,000. The note bears interest at a rate of 12% per annum, is due on December 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.

(HH) On February 5, 2026, the Company issued a $123,050 Convertible Promissory Note to a lender for net loan proceeds of $92,000. The note has a one-time interest charge of 13%, is due on December 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.

(II) On February 18, 2026, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on February 18, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.

(JJ) On January 12, 2026, the Company entered into a Merchant Cash Advance Agreement (“MCAA”). The total amount to be paid under the MCAA is $580,000 and the net loan proceeds received were $380,000. The MCAA is non-interest bearing and calls for an initial estimated weekly payment of $18,125.

Concentration of Notes Payable:

The principal balance of notes payable was due to:

Schedule of principal balance of notes payable
	August 31, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
Lender A	$	–		$	329,317
Lender B		209,~~874~~841			209,874
Lender C		240,932			–
Lender D		~~250~~260,000			–
12 other lenders		~~764~~1,~~489~~076,247			870,455
Total		1,~~465~~787,~~295~~020			1,409,646
Less debt discounts		(~~846~~460,~~297~~835	)		–
Net	$	~~618~~1,~~998~~326,185		$	1,409,646

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:

Schedule of notes payable – related parties
	August 31, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured	$	–		$	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
Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured		–			15,492
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,~~445~~395,000			2,000,000
Note payable to the mother of the Chief Executive Officer, interest at 12%, due on demand, unsecured (converted from accrued consulting fees, See Note 3)		131,300			2,000,000
Note payable to the owner-member of GetGolf LLC, interest at 5%, due on June 9, 2026		20,000			2,000,000
Total Notes Payable		2,~~596~~546,300			2,086,815
Less: Current Portion		(2,~~596~~546,300	)		(2,086,815	)
Long-Term Notes Payable	$	–		$	–

1516

NOTE 6 – DERIVATIVE LIABILITY

The derivative liability consisted of the following:

Schedule of derivative liability
	November 30, 2025				May 31, 2025
	February 28, 2026				May 31, 2025
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	–	$	–	$	40,000	$	40,000
Convertible note payable issued April 5, 2017, due on demand (W)		–		–		29,000		43,500
Convertible note payable issued April 5, 2017, due on demand (X)		–		–		21,500		32,250
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		8593,~~542~~061		35,000		35,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		8,506		2022,~~788~~616		8,506		8,506
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)		–		–		154,764		149,350
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)		152,~~369~~336		1632,~~445~~113		152,369		159,306
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)		14,000		1926,~~734~~970		14,000		7,538
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)		–		–		12,649		6,339
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)		76,375		1632,~~432~~090		76,375		109,980
Convertible note payable issued September 18, 2023, due on September 18, 2024 (K)		3,500		69,~~883~~302		3,500		5,880
Convertible note payable issued January 18, 2024, due on January 18, 2025 (L)		~~30,555~~–		~~60,091~~–		30,555		30,555
Convertible note payable issued August 22, 2025, due on August 22, 2026 (N)		~~120,000~~–		~~318,092~~–		–		–
Convertible note payable issued October 6, 2025, due on October 6, 2026 (Z)		83,333		~~185~~236,~~185~~749		–		–
Convertible note payable issued October 10, 2025, due on October 10, 2026 (A)		90,000		~~238~~255,~~569~~689		–		–
Convertible note payable issued October 15, 2025, due on October 15, 2026 (J)		137,500		~~291~~312,~~584~~508		–		–
Convertible note payable issued October 15, 2025, due on October 15, 2026 (AA)		137,500		~~291~~312,~~584~~508		–		–
Convertible note payable issued October 23, 2025, due on October 23, 2026 (BB)		150,000		~~307~~393,~~692~~367		–		–
Convertible note payable issued October 27, 2025, due on October 27, 2026 (CC)		130,000		~~344~~369,~~599~~328		–		–
Convertible note payable issued November 25, 2025, due on November 25, 2026 (EE)		~~120~~95,~~000~~560		~~246~~250,~~154~~601		–		–
Totals	$	1,288,638	$	2,449,374	$	599,738	$	625,824
Convertible note payable issued December 15, 2025, due on December 15, 2026 (FF)		125,000		327,806		–		–
Convertible note payable issued February 5, 2026, due on December 15, 2026 (HH)		123,050		322,692		–		–
Convertible note payable issued February 18, 2026, due on February 18, 2027 (II)		130,000		369,328		–		–
Totals	$	1,491,660	$	3,366,728	$	599,738	$	625,824

1617

The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.

Assumptions used for the calculations of the derivative liability of the notes at ~~November~~February 3028, ~~2025~~2026 include (1) stock price of $0.080854 per share, (2) exercise prices ranging from $0.00004 to $0.~~039~~03758 per share, (3) terms are 0 to ~~360~~355 days, (4) expected volatility of 2,~~748~~750% and (5) risk free interest ~~rate~~rates atranging from 43.0548% to 3.74%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2025 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.00004 to $0.005 per share, (3) terms are 0 days, (4) expected volatility of 3,176% and (5) risk free interest rates at 4.33%.

Concentration of Derivative Liability:

The derivative liability relates to convertible notes payable due to:

Schedule of derivative liability relates to convertible notes payable
	November 30, 2025		May 31, 2025
	February 28, 2026		May 31, 2025
Lender A	$	–	$	149,350
Lender B		2333,~~316~~023		109,980
Lender C		~~60,091~~–		36,894
Lender D		~~142~~174,~~509~~759		210,350
Lender E		~~662~~738,~~690~~656		–
10 other lenders		1,560,768		119,250
8 other lenders		2,420,290		119,250
Total	$	23,~~449~~366,~~374~~728	$	625,824

NOTE 7 – EQUITY TRANSACTIONS

On September 27, 2024, we entered into a Standby Equity Financing Agreement (SECA) with Mac Rab, LLC. Pursuant to the SECA said shareholder has committed to purchase up to $1.25 million of our common stock. The per share purchase price for the shares that we may sell under the SECA will fluctuate based on the price of our common stock and will be equal to 80% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the five (5) Trading Days immediately following the Clearing Date. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

During the year ended May 31, 2025, the Company issued an aggregate of 213,030 shares (as adjusted for the June 5, 2025 reverse stock split) of common stock pursuant to the Standby Equity Agreement for net proceeds of $8,598.

During the year ended May 31, 2025, the Company issued an aggregate of 673,937 shares (as adjusted for the June 5, 2025 reverse stock split) of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $66,068.

1718

During the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the Company issued a net ~~939~~1,~~056~~125,568 shares (1,~~034~~221,~~989~~501 issued less 95,933 cancelled) of common stock pursuant to the Standby Equity Agreement.

During the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the Company issued an aggregate of 15,~~382~~102,~~719~~133 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $14100,~~227~~332.

During the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the Company issued 1,000,000 shares of common stock as part of the purchase agreement with GetGolf LLC.

During the nine months ended February 28, 2026, the Company issued an aggregate of 144,045 shares of common stock for the cashless exercise of warrants.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Consulting Agreements with Individuals

The Company has entered into a Consulting ~~Agreements~~Agreement with the Company’s ~~Chief~~previous ~~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~~provides ~~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~~through ~~for~~July ~~monthly compensation of $5,000 and was terminated as of November~~ 30, ~~2019~~2027. ~~The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019.~~ (See Note 3 (- Accrued Consulting Fees).

As of February 28, 2025, the Company’s Chief Executive Officer and the wife of the Company’s Chief Executive Officer forgave the accrued consulting fees balance due to them in the amount of $1,154,017. Due to the fact that they were shareholders, the forgiven balance was credited to additional paid in capital.

NOTE 9 – INVESTMENT IN ACQUISITION

On September 20, 2022, the Company entered into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”), in exchange for 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. The Company determined that the Simply Whim investment should be accounted for under the cost method because the Company does not have the ability to exercise significant influence over operating and financial policies of the investee given there is no representation on the board of directors, participation in policy-making processes, no interchange of managerial personnel, and the majority ownership of the investee is a nonpublic company held by one individual. During the quarter ended August 31, 2025, the promissory note triggered a default of 25% ($500,000) of the principal balance of the note which increased the balance to $2,500,000. In conjunction with this default, the Company decreased the Investment in Acquisition on the balance sheet to $2,500,000 and recorded a Loss on markdown of investment of $3,700,000 on the statement of operations.

NOTE 10 – SUBSEQUENT EVENTS

On August 6, 2025, the Company entered into an asset purchase agreement to acquire Apache Creek Golf Club located in Apache Junction, Arizona for an anticipated purchase price of $2,500,000. Although the option agreement was executed during the reporting period, the transfer of the total consideration did not occur as of the ~~November~~February 3028, ~~2025~~2026 balance sheet date. As a result, no purchase price was recognized, and no acquisition-related assets or liabilities have been recorded. The Company expects the consideration to be transferred and the acquisition to be accounted for as a business combination upon the closing of the transaction. The Company has recorded $405,000 as a prepaid investment as part of this agreement.

On September 3, 2025, the Company entered into an asset purchase agreement to acquire Stand by Golf of the Southwest, LLC, an Arizona limited liability for an anticipated purchase price of $5,000,000. Although the option agreement was executed during the reporting period, the transfer of consideration did not occur as of the November 30, 2025 balance sheet date. As a result, no purchase price was recognized, and no acquisition-related assets or liabilities have been recorded. The Company expects the consideration to be transferred and the acquisition to be accounted for as a business combination upon the closing of the transaction.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional material events requiring disclosure.

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

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

BUSINESS OVERVIEW

With the acquisition of GETGOLF, LLC in October 2025, The Marquie Group, Inc. shifted its primary focus to the golf industry. GetGolf is led by industry veteran Jeff Foster. Mr. Foster’s professional background includes founding Arizona Fairways Magazine and Arizona Golf and Travel, as well as decades of experience in the golf industry, including golf course operations, golf-related media and marketing systems.

As part of the acquisition of GetGolf, the Company acquired a vertically integrated portfolio of golf-related assets consisting of (i) proprietary golf technology and reservation systems and (ii) owned and operated destination golf course properties. These assets are collectively designed to create a scalable golf operation, booking, and customer-engagement ecosystem.

While these golf-related assets were not part of our operations during the quarter ended November 30, 2025, we expect that, under the leadership of our new Board and management team, we will explore ways to expand our current golf assets while exploring new opportunities in the expanding industry, including:

GETGOLF, LLC — A New Era in Global Golf Connectivity

GETGOLF, LLC is more than an acquisition, is a launchpad for the future of golf. Built to redefine how golfers engage with the game, GETGOLF introduces a dynamic, technology-driven platform that seamlessly connects players, courses, and golf professionals worldwide.

At its core, GETGOLF delivers a fully integrated digital experience, featuring real-time tee-time booking, curated golf travel planning, and an interactive social environment. Golfers can connect directly with professionals at featured courses, enhancing both preparation and on-course experience in ways never offered through a single platform.

Now operating as part of TMGI, GETGOLF is positioned for global expansion. The platform is designed to scale internationally, creating new opportunities for courses and players to connect through a unified digital ecosystem. With its proprietary search engine, GETGOLF.com will offer an unparalleled ability to discover and purchase golf experiences in real time.

An Industry Standout

What distinguishes GETGOLF is its comprehensive approach. GGC is not simply a tee-time booking engine, it is a next-generation solution designed to serve both the end user and the golf course.

Key innovations include:

	·	A global golf search engine powered by proprietary technology

	·	Advanced SEO strategies to maximize course visibility and user engagement

	·	An integrated tee-time reservation system for seamless booking

	·	A digital portal that enhances accessibility and communication between golfers and courses

The platform’s next phase of development is focused on delivering a fully realized global experience, with the integrated reservation system and digital portal expected to launch in the fourth quarter of 2026.

Stand By Golf

Stand By Golf™ is a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. The system functions as both a consumer-facing marketplace and an enterprise-level golf course management tool.

Key components and functionality include:

	·	Dynamic Tee-Time Reservation Engine. Allows real-time booking of tee times across participating courses, including yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory;
	·	Revenue Optimization & Standby Pricing Model. The platform enables “stand-by” or distressed inventory monetization, allowing golf courses to convert unused tee times into revenue through algorithmic discounting without eroding premium brand pricing.
	·	Course Operations & Capacity Management. Integrated tools for course operators to manage availability, pace-of-play intervals, staffing needs, and daily revenue forecasting.
	·	Golfer Account & Loyalty Ecosystem. Includes customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools.
	·	Enterprise Integration Capabilities. Designed to integrate with point-of-sale systems, access control, payment processing, customer relationship management (CRM), and future tokenized loyalty or rewards platforms.
	·	Scalable Licensing & White-Label Potential. The Stand By Golf platform is structured for:

o Software-as-a-Service (SaaS) licensing to third-party golf operators, o White-label implementations for resort chains, o Enterprise B2B partnerships with golf management companies.

o	Software-as-a-Service (SaaS) licensing to third-party golf operators,
o	White-label implementations for resort chains,

	·	Expanded network with premier destinations including Marriott’s Shadow Ridge and Desert Island Country Club.

o	Enterprise B2B partnerships with golf management companies.

This technology asset represents a high-margin, scalable digital infrastructure layer capable of generating recurring subscription revenue, transaction fees, advertising revenue, and data-driven marketing monetization independent of physical course ownership.

Apache Creek Golf Club

Apache Creek Golf Club is an 18-hole, par-71 public championship course located in Apache Junction, Arizona. Opened in 1994, the course offers a traditional desert-style design that blends turf fairways with natural desert landscapes framed by striking mountain backdrops. The layout emphasizes accuracy over distance, with transitional desert areas penalizing errant tee shots and smaller greens demanding precision on approach. With yardages ranging from approximately 5,300 to 6,363 yards depending on tees, the course appeals to a wide range of players, from casual golfers to more experienced enthusiasts seeking an affordable but challenging round.

The facility provides a full suite of amenities, including a large driving range with shaded hitting areas, multiple putting greens, a short-game area with bunker practice, and a full-service pro shop offering equipment, apparel, and rentals. The on-site Bar & Grill and covered patio support food-and-beverage revenue while enhancing the golfer and event experience. Apache Creek also hosts men’s and women’s clubs, leagues, and regular tournaments, fostering a strong sense of community and anchoring repeat play throughout the year. Tee times are available online, and the property’s value-driven pricing strategy positions it competitively within the greater Phoenix/Apache Junction golf market.

From an ownership perspective, Apache Creek represents a diversified, revenue-producing golf operation with income streams from green fees, memberships, practice facilities, retail sales, food and beverage, and tournaments. Its existing online booking structure makes it well-suited for integration with reservation and yield-management technology platforms such as Stand By Golf™, potentially enhancing tee-time monetization, dynamic pricing, and data-driven course management. The course’s accessible design, established customer base, and full-service amenities strengthen its role as both a standalone operating asset and a strategic testing ground for technology-enabled golf operations.

Overall, Apache Creek Golf Club offers a compelling blend of stable, community-driven golf operations and scalable technology-integration potential. Its established presence, consistent local demand, and operational flexibility make it a valuable component within a vertically integrated golf technology and golf-course ownership portfolio.

Apache Creek further expands the Company’s geographic footprint, golfer user base, and operational dataset, enabling:

	·	Cross-market demand comparisons,
	·	Regional pricing analytics,
	·	Multi-property marketing strategies using the Stand By Golf ecosystem.

Strategic Integration of Technology and Physical Golf Assets

Collectively, the Stand By Golf platform and Apache Creek Golf Club create a vertically integrated golf technology and operations model, enabling the Company to:

	·	Control both software infrastructure and physical course performance,
	·	Develop proprietary analytics across owned and third-party golf assets,
	·	Monetize golfer data, booking behavior, and loyalty engagement,
	·	Expand through:

	o	Additional course acquisitions,
	o	Licensing of the Stand By Golf platform to third-party operators,
	o	Franchised or managed course relationships,
	o	Future tokenized or digital loyalty systems.

There can be no assurance that any particular initiative will be successful or will generate material revenue, and we may choose to prioritize or defer such efforts depending on capital availability, market conditions and other factors described in this report.

Business Strategy

Across our segments, our strategy is to:

	·	Grow our customer reach and engagement through advertising and social media outreach;
	·	monetize our existing customer base via advertising, events, subscriptions, sponsorships, and direct-to-consumer product sales;
	·	leverage our branded intellectual property (e.g., Whim®, Stand By Golf) to build durable franchises that can be extended into new channels and product categories;
	·	deploy a vertically integrated operating model that combines proprietary technology, consumer brands, and directly operated revenue-producing assets to capture value across the entire customer lifecycle, from digital engagement through in-person experiences;
	·	operate with a lean cost structure while using third-party vendors and partners to provide technology, distribution, and specialized services; and
	·	access growth capital through equity lines, private placements and other financing mechanisms until our operations are able to support themselves from recurring revenues.

Our near-term priorities include:

Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:

	·	full operational deployment and refinement of the Stand By Golf™ reservation, yield-management, and course operations platform,
	·	revenue and operational optimization of and Apache Creek Golf Club as cash-flow-producing golf course properties, and,
	·	expansion of Stand By Golf™ through third-party course licensing, enterprise partnerships, and white-label deployments.
	·	Strengthening our internal controls, governance and reporting infrastructure under the leadership of our new Board and management team.

Competitive Conditions

Health & Beauty (Simply Whim) Competitive Conditions

Our participation in the health and beauty sector, through our 25% ownership in Simply Whim, Inc., places us in a highly fragmented and intensely competitive market with rapid product innovation cycles. Competitors include:

	·	major multinational beauty and wellness companies;
	·	specialist skincare and supplement brands;
	·	large retailers with private-label products;
	·	online influencer-driven brands; and
	·	established e-commerce health and beauty platforms.

2223

The barriers to entry in the direct-to-consumer (“DTC”) beauty and supplement markets are relatively low, which has allowed hundreds of smaller niche competitors to emerge. Many competitors possess:

	·	significantly larger marketing budgets,
	·	greater manufacturing and distribution capacity,
	·	established retail shelf presence,
	·	stronger supply chain systems, and
	·	more developed influencer and social-media networks.

Simply Whim competes by focusing on clean, paraben-free, cruelty-free, gluten-free, vegan-friendly products with targeted demographic resonance. However, the Company faces risks that:

	·	rapid competitor innovation may outpace product development timelines;
	·	advertising costs on platforms like Meta, Google, and TikTok may increase;
	·	negative trends in consumer discretionary spending may reduce demand; and
	·	regulatory scrutiny on supplements and cosmetic labeling may tighten.

We believe that cross-promotion with our media partners can provide strategic synergy, but competition in the beauty and wellness sector remains intense.

Golf & Lifestyle Brand Competitive Conditions

As part of the Purchase Agreement, the Company acquired the rights to the Stand By Golf™ platform, and Apache Creek Golf Club brands, together with their associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets. Through these acquisitions, the Company now participates in both the golf technology platform market and the physical golf course operations and lifestyle branding markets.

The golf industry, particularly tee-time booking platforms, yield-management software, golf course operations systems, golf travel tools, player engagement applications, and golf lifestyle marketing—is highly competitive and rapidly evolving. This competitive landscape includes:

	·	large-scale golf booking platforms;
	·	course management systems;
	·	golf lifestyle content providers;
	·	regional and local golf course operators with their own promotional channels;
	·	emerging technology companies offering real-time tee-time scheduling; and
	·	companies pursuing AI-driven analysis of player behavior and course utilization.

Unlike pure-play software competitors, the Company’s strategy integrates both proprietary technology through the Stand By Golf™ platform and direct revenue-producing physical golf assets through Apache Creek Golf Club. While this vertically integrated model offers strategic advantages in data collection, pricing optimization, and customer engagement, it also exposes the Company to competition in both the software and physical operations segments of the golf industry.

2324

Our success in this segment will depend on, among other factors:

	·	the continued development, reliability, scalability, and market adoption of the Stand By Golf™ platform;
	·	our ability to efficiently operate, market, and optimize revenues at Apache Creek Golf Club;
	·	successful integration of golf technology with our broader media, lifestyle, and branded content platforms;
	·	access to sufficient capital to support software development, course operations, marketing, and geographic expansion; and
	·	the ability of our management team to execute within a competitive, technology-driven and experience-based consumer services industry.

Given that the Company is in the early stages of deploying and scaling its golf technology and integrated golf operations strategy, and given our limited financial resources relative to many competitors, there is a meaningful risk that better-capitalized competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before we are able to fully commercialize, scale, or defensively position our golf-related assets. Such competitive pressures could materially and adversely affect our operating results, growth prospects, and financial condition.

Market Demand - Demographics

Across our consumer product segments, demographic trends influence demand:

	·	Health and beauty products targeting “healthy aging” remain a multi-billion-dollar global category with strong growth trends.
	·	The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel.

At the same time, competition continues to rise in all categories in which we operate:

	·	Direct-to-consumer wellness brands launch almost daily.
	·	Golf technology platforms are expanding quickly.

While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.

Intellectual Property

Intellectual property is central to our strategy and perceived enterprise value. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our media and consumer products businesses.

The Company owns or controls the following assets:

Simply Whim, Inc. trademarks such as Whim®, Simply Whim™, Age is Not a Skin Type®, and related marks;

2425

Following the GetGolf Transaction, and the Company’s cessation of its media operations for the Music of Your Life® brand and associated intellectual property, the Company will concentrate its focus on the Simply Whim™ products, and its golf-related assets and intellectual property and brand rights assigned by GetGolf, including:

Digital advertising and marketing that includes web and advertising traffic, search, social and mobile conversions.

Technology Innovations in search, media, ecommerce, and reporting/analytics, and more.

Website content strategy and user experience design which is paramount to responsive cross-platform design and digital success.

Search (SEO/M) – Search Marketing both earned media and paid keywords.

Mobile – Your success that resides in our mobile media and building mobile subscribers.

Customers entering the site can have the flexibility to choose services within GGC IE; Air fare, Auto rental, destination sites for the family etc..

	·	Stand By Golf – intellectual property, trademarks, trade names, branding materials
	·	Apache Creek Golf Club – branding, domain names, promotional rights

Third-Party IP

The Company historically operated Music of Your Life® under license arrangements. Pursuant to the Purchase Agreement Marc and Jacquie Angell will retain 100% ownership of all Music of Your Life® trademarks, copyrights, brand rights, and intellectual property.

The Company also uses copyrighted audio content, music libraries, and digital assets in the Broadcast segment. Compliance with music licensing organizations (e.g., BMI, ASCAP, SESAC, SoundExchange) is a significant ongoing operational requirement.

Because IP rights associated with Music of Your Life® now lie outside the Company, continuity of broadcast operations would depend on maintaining cooperative licensing arrangements with the Angell family and would be the result of future negotiations.

In addition, any future use of golf-related IP will require investment in branding, development, and commercialization.

We believe that our ability to protect and leverage our intellectual property, through registrations, contractual license rights, and enforcement against infringement where appropriate, is an important element of our competitive position.

Government Regulation and Industry Standards

Health & Beauty Regulatory Environment

Simply Whim operates within a regulatory landscape that includes:

	·	the Federal Food, Drug, and Cosmetic Act (FD&C Act);
	·	FDA guidelines for cosmetics and nutritional supplements;
	·	FTC advertising rules regarding claims;
	·	labeling requirements under federal and state law;
	·	increasing scrutiny of consumer wellness products.

Changes in regulatory interpretation or enforcement may increase compliance costs or require product reformulation or relabeling.

Golf Industry Regulation

The Company’s golf-related assets include (i) Stand By Golf™, a proprietary, cloud-based golf reservation, yield-management, and course-operations platform designed to optimize utilization and enhance golfer engagement, and (ii) Apache Creek Golf Club, both of which are full-service, revenue-producing golf course properties that the Company owns and operates. Each of these assets implicates different regulatory frameworks depending on the nature of their operations and commercial deployment.

Golf, Lifestyle, and Digital Platform Regulation

While the Stand By Golf™ platform is not presently commercialized in a manner that subjects it to specialized industry licensing or regulation, future commercialization—particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce—may implicate various regulatory regimes, including:

	·	data privacy laws,
	·	consumer protection rules,
	·	e-commerce regulations,
	·	potential licensing requirements for travel-related sales,
	·	cyber-security standards,
	·	accessibility rules under the Americans with Disabilities Act (ADA) for web content.

Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:

	·	online advertising,
	·	cross-border digital commerce,
	·	AI-driven personalization,
	·	cookies and tracking technologies.

Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.

Regulation of Golf Course Operations

As physical golf course operations Apache Creek are subject to a separate set of regulatory and industry standards, which may include:

	·	local business licensing, zoning, and land-use regulations affecting course operations, hours, construction, expansion, and on-site facilities;
	·	environmental regulations, including water usage, irrigation practices, chemical handling, pesticide application, wetland protection, and turf-management compliance;
	·	health and safety requirements, including OSHA workplace standards for groundskeepers, maintenance personnel, pro shop staff, and food and beverage workers;
	·	food and beverage licensing, including health codes, alcohol service permits, and food-handling certifications;
	·	ADA accessibility requirements for physical facilities, including golf carts, pathways, bathrooms, and clubhouse areas;
	·	event-related permits, such as tournament hosting, outdoor gatherings, and special-use approvals; and
	·	employment and labor regulations, including wage and hour laws, seasonal staffing rules, and state-level employment standards.

Future expansion of on-site amenities, tournaments, food service offerings, or special events may increase regulatory touchpoints and compliance responsibilities.

2627

Golf Industry Regulatory Outlook

Because both digital and physical golf operations are subject to evolving local, state, and federal regulatory environments, the Company may face increased compliance obligations as these businesses scale. New rules related to consumer privacy, dynamic pricing, online marketing, environmental management, and workplace safety could materially impact operations, impose additional costs, or require technology or operational adjustments.

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

RESULTS OF OPERATION

Following is management’s discussion of the relevant items affecting results of operations for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025.

Revenues. The Company generated ~~net~~ revenues of $15448,~~200~~311 and $-0- during the three months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. The Company generated ~~net~~ revenues of $27475,~~120~~431 and $-0- for during the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. Revenues were generated ~~from~~partly from advertising spot sales on our syndicated radio network. InThe ~~the future, the~~ majority of revenues ~~will~~were be generated from golf ~~green~~course ~~fees, cart~~bookings and cart rentals, ~~food~~through &the ~~beverage~~Stand ~~sales~~By ~~and~~Golf ~~pro shop sales~~platform. These will continue to be ~~included~~the majority of revenues in future operations. ~~when~~Other ~~the~~future ~~consideration~~revenues will isbe ~~given per~~golf ~~the~~green ~~acquisition~~fees, ~~agreements~~cart rentals, food & beverage sales and pro shop sales when the planned acquisitions ~~have~~of golf courses have been finalized.

Cost of Sales. Our cost of sales for ~~Broadcasting~~were ~~and Digital Media was~~ $~~-0-~~329,433 for the three and ~~six~~nine months ended ~~November~~February 3028, 2026 and 2025. Cost of sales consist primarily of the payments made to golf courses for the bookings and ~~2024~~reservations generated on the Stand By Golf platform. The gross profit represents the income retained by the Company for providing these services. Our cost of sales in the future will also consist ~~primarily~~ of the costs of merchandise and food & beverage sold at the golf course pro shops.

Salaries and Consulting Expenses. Salaries and consulting expenses were $~~120~~213,~~572~~340 and $~~60,000~~-0- for the three months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. Salaries and consulting expenses were $~~143~~356,~~386~~726 and $120,000 for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. The increase is due to the consolidation of GetGolf and Stand By Golf during the quarter ended February 28, 2026. We expect that salaries and consulting expenses will increase with the planned acquisitions of ~~the~~ golf courses ~~and the golf related registration system~~.

Professional Fees. Professional fees were $~~109~~142,~~887~~645 and $422,~~500~~036 for the three months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. Professional fees were $~~189~~331,~~107~~752 and $426,~~500~~536 for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. Professional fees consist mainly of the fees ~~related~~ related to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange Commission. These fees also increased due to the fees incurred with the acquisition of GetGolf and Stand By Golf. We anticipate that professional fees will increase in future periods as we acquire golf courses ~~and the golf registration system~~ as well as scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $~~149~~85,~~451~~225 and $~~214~~1,178 for the three months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. Other selling, general and administrative expenses were $~~141~~226,~~055~~280 and $~~854~~2,032 for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. The largest expense items in this category are investor relations and commissions as the company continues to raise capital. Other general expenses were for rent, insurance and office expenses. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

Other Income (Expenses). The Company had net other expenses of $45,~~123~~489,~~900~~474 and $~~234~~320,~~964~~443 for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, respectively. During the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the company recorded a gain on the extinguishment of debt in the amount of $1,760,461, expense on the change in the fair value of the derivative liability in the amount of $1,~~120~~654,~~317~~620, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $1,~~064~~895,~~044~~315, which included the amortization of debt discounts of $~~122~~546,~~037~~101. The expense on the change in the fair value of derivative liability and the increase in interest expenses is the result of the issuance of new convertible promissory notes which bear interest from 6% to 1213%.

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LIQUIDITY AND CAPITAL RESOURCES

As of ~~November~~February 3028, ~~2025~~2026, our primary source of liquidity consisted of $81349,~~317~~224 in cash and cash equivalents. We hold our cash reserves in a major United States ~~bank~~banks. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in negative working capital and an accumulated deficit at ~~November~~February 3028, ~~2025~~2026 of $67,~~554~~977,~~438~~346 and $2022,~~382~~070,~~265~~171, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 of $46,~~570~~258,~~328~~234. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

CRITICAL ACCOUNTING PRONOUNCEMENTS

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments, and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2025 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

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

RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting. The disclosure controls and procedures were ineffective because there was no segregation of duties. One member of our management team handles all accounting duties including the recording of transactions, paying bills, and reconciling the bank account. We have minimized this risk by having an external accountant review all transactions and make the appropriate adjustments before the review by our external auditor.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

See Note 7 in the notes to the financial statements.

With respect to the transactions in Note 7 to the financial statements, each of the recipients of securities of the Company was an accredited investor or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made, and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

The Company has not paid the principal and interest due on 1110 notes payable aggregating $~~481~~420,~~362~~773 at ~~November~~February 3028, ~~2025~~2026. See Note 4 to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the quarter ended ~~November~~February 3028, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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.
31.2		Certification of Principal Financial 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.
32.2		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	The Marquie Group, Inc.
Date: January 20, 2026	By:	/s/ Jeff Foster
Date: April 13, 2026	By:	/s/ Kelly Kirchhoff
		Jeff Foster
		Kelly Kirchhoff
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

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