TMGI Marquie Group Inc (PK)

`Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2024
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______to______

 

Commission File Number: 000-54163

 

The Marquie Group, Inc.

(Exact name of registrant as specified in its Charter)

  

Florida		26-2091212
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)
7901 4th ST N, Suite 4887 St. Petersburg, FL 33702		33702
(Address of principal executive office)		(Zip Code)

 

(800) 351-3021

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name, former address, and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of October 18, 2024 there were 3,325,531,102 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	16
Item 3: Quantitative and Qualitative Disclosures about Market Risk	19
Item 4: Controls and Procedures	19
PART II: OTHER INFORMATION
Item 1: Legal Proceedings	20
Item 1A: Risk Factors	20
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3: Defaults Upon Senior Securities	20
Item 4: Mine Safety Disclosures	20
Item 5: Other Information	20
Item 6: Exhibits	20
SIGNATURES	21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

THE MARQUIE GROUP, INC.

Consolidated Balance Sheets

		August 31,				May 31,
		2024				2024
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	–			$	–
Total Current Assets			–				–
OTHER ASSETS
Investment in Acquisition			6,200,000				6,200,000
Loans receivable, related party			35,237				35,237
Music inventory, net of accumulated depreciation of $21,626 and $21,533, respectively			642				735
Trademark costs			11,165				11,165
Total Other Assets			6,247,044				6,247,137
TOTAL ASSETS		$	6,247,044			$	6,247,137
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft		$	235			$	89
Accounts payable			77,074				77,074
Accrued interest payable on notes payable			931,632				844,460
Accrued consulting fees			1,445,917				1,385,917
Notes payable, net of debt discounts of $11,808 and $31,709, respectively			1,454,633				1,434,733
Notes payable to related parties			2,082,715				2,082,315
Derivative liability			243,346				206,113
Total Current Liabilities			6,235,552				6,030,701
TOTAL LIABILITIES			6,235,552				6,030,701
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding			–				–
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 3,325,531,102 and 756,612,000 shares issued and outstanding, respectively			332,555				332,555
Additional paid-in-capital			14,747,367				14,747,367
Accumulated deficit			(15,068,430	)			(14,863,486	)
Total Stockholders' Deficit			11,492				216,436
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	6,247,044			$	6,247,137

 

The accompanying notes are an integral part of these financial statements 

 

 

 

 

THE MARQUIE GROUP, INC.

Consolidated Statements of Operations

(Unaudited)

 

		For the Three Months Ended
		August 31, 2024				August 31, 2023
NET REVENUES		$	–			$	–
OPERATING EXPENSES
Salaries and Consulting fees to related parties			60,000				60,000
Professional fees			–				16,976
Other selling, general and administrative			640				567
Total Operating Expenses			60,640				77,543
LOSS FROM OPERATIONS			(60,640	)			(77,543	)
OTHER INCOME (EXPENSES)
Change in fair value of derivative liability			(37,232	)			543,223
Interest expense (including amortization of debt discounts of $19,900 and $24,125, respectively)			(107,072	)			(112,598	)
Total Other Income (Expenses)			(144,304	)			430,625
INCOME (LOSS) BEFORE INCOME TAXES			(204,944	)			353,082
INCOME TAX EXPENSE			–				–
NET INCOME (LOSS)		$	(204,944	)		$	353,082
BASIC AND DILUTED:
Net income (loss) per common share		$	(0.00	)		$	0.00
Weighted average shares outstanding			3,325,531,102				756,612,000

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

THE MARQUIE GROUP, INC.

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

 

 

			Three Months Ended August 31, 2024
			Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Total Stockholders' Equity
			Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance, May 31, 2024				200			$	–				3,325,531,102			$	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			$	–				3,325,531,102			$	332,555			$	14,747,367			$	(15,068,430	)		$	11,492

 

 

 

			Three Months Ended August 31, 2023
			Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Total Stockholders' Equity
			Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance, May 31, 2023				200			$	–				756,612,000			$	75,663			$	14,495,356			$	(14,698,030	)		$	(127,011	)
Net income for the three months ended August 31, 2023				–				–				–				–				–				353,082				353,082
Balance, August 31, 2023				200			$	–				756,612,000			$	75,663			$	14,495,356			$	(14,344,948	)		$	226,071

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

THE MARQUIE GROUP, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended
		August 31, 2024				August 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	(204,944	)		$	353,082
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation of music inventory			93				230
Change in fair value of derivative liability			37,233				(543,223	)
Amortization of debt discounts			19,900				24,125
Changes in operating assets and liabilities:
Accounts payable			–				16,975
Accrued interest payable on notes payable			87,172				88,474
Accrued consulting fees			60,000				60,000
Net Cash Used by Operating Activities			(546	)			(337	)
CASH FLOWS FROM INVESTING ACTIVITIES:			–				–
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft			146				(46	)
Proceeds from notes payable to related parties			400				500
Net Cash Provided by Financing Activities			546				454
NET INCREASE IN CASH AND CASH EQUIVALENTS			–				117
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			–				–
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	–			$	117
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest		$	–			$	–
Income taxes		$	–			$	–

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

August 31, 2024

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

Organization

 

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

 

Basis of Presentation

 

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2024 are not necessarily indicative of results that may be expected for the year ending May 31, 2025.

 

Acquisition of The Marquie Group, Inc.

 

On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At August 31, 2024, the Company had negative working capital of $6,235,552 and an accumulated deficit of $15,068,430. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2025, 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.

 

 

 

7

 

 

NOTE 2 – MUSIC INVENTORY

 

Music inventory consisted of the following:

Schedule of music inventory
		August 31, 2024				May 31, 2024
Digital music acquired for use in operations – at cost		$	22,268			$	22,268
Accumulated depreciation			(21,626	)			(21,533	)
Music inventory – net		$	642			$	735

 

The Company purchases digital music to broadcast over the radio and internet. During the three ended August 31, 2024, the Company purchased $-0- worth of music inventory. For the three months ended August 31, 2024 and 2023, depreciation of music inventory was $93 and $230, respectively.

 

NOTE 3 – ACCRUED CONSULTING FEES

 

Accrued consulting fees consisted of the following:

Schedule of accrued consulting fees
		August 31, 2024				May 31, 2024
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		$	788,817			$	728,817
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)			305,200				305,200
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				131,350
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019			144,700				144,700
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019			48,000				48,000
Due to two other service providers			27,850				27,850
Total		$	1,445,917			$	1,385,917

 

The accrued consulting fees balance changed as follows:

Schedule of accrued consulting fees balance
		Three Months Ended August 31, 2024				Year Ended May 31, 2024
Balance, beginning of period		$	1,385,917			$	1,145,917
Compensation expense accrued pursuant to consulting agreements			60,000				240,000
Payments to consultants			–				–
Balance, end of period		$	1,445,917			$	1,385,917

 

See Note 8 (Commitments and Contingencies).

 

 

 

8

 

 

NOTE 4 – NOTES PAYABLE

 

Notes payable consisted of the following:

Schedule of notes payable
		August 31, 2024				May 31, 2024
Notes payable to an entity, non-interest bearing, due on demand, unsecured		$	54,079			$	54,079
Note payable to an individual, due on May 22, 2015, in default (B)			25,000				25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)			50,000				50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)			7,000				7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)			50,000				50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)			50,000				50,000
Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)			25,000				25,000
Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)			40,000				40,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)			25,000				25,000
Convertible note payable to an individual, interest at 10%, due on demand (V)			46,890				46,890
Convertible note payable to an individual, interest at 8%, due on demand (W)			29,000				29,000
Convertible note payable to an individual, interest at 8%, due on demand (X)			21,500				21,500
Convertible note payable to an entity, interest at 10%, due on demand (Y)			8,100				8,100
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)			35,000				35,000
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG)			8,505				8,505
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS)			154,764				154,764
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)			152,369				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, in default (YY)			424				424
Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)			203,095				203,095
Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C)			12,649				12,649
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 10%, due on August 15, 2024, in default, net of discount of $-0- and $11,319, respectively (J)			21,520				10,201
Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $172 and $1,052, respectively (K)			3,328				2,448
Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $11,636and $19,338, respectively (L)			18,918				11,217
Note payable to an entity, terms to be agreed on and memorialized subsequent to February 29, 2024			48,641				48,641
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements			70,000				70,000
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements			100,000				100,000
Notes payable to individuals, non-interest bearing, due on demand			103,476				103,476
Total Notes Payable			1,454,633				1,434,733
Less: Current Portion			(1,454,633	)			(1,434,733	)
Long-Term Notes Payable		$	–			$	–

 

 

 

9

 

 

(B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.

 

(D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

(GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

 

 

 

10

 

 

(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 a lender 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).

 

(J) On November 7, 2023, the Company issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per annum, is due on August 15, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. 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).

 

 

 

11

 

 

Concentration of Notes Payable:

 

The principal balance of notes payable was due to:

Schedule of principal balance of notes payable
		August 31, 2024				May 31, 2024
Lender A		$	358,283			$	358,283
Lender B			209,874				209,874
14 other lenders			898,284				898,285
Total			1,466,441				1,466,442
Less debt discounts			(11,808	)			(31,709	)
Net		$	1,454,633			$	1,434,733

 

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

 

Notes payable – related parties consisted of the following:

Schedule of notes payable – related parties
		August 31, 2024				May 31, 2024
Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured		$	2,073			$	2,073
Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured			69,250				69,250
Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured			11,392				10,992
Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10)			2,000,000				2,000,000
Total Notes Payable			2,082,715				2,082,315
Less: Current Portion			(2,082,715	)			(2,082,315	)
Long-Term Notes Payable		$	–			$	–

 

 

 

 

 

12

 

NOTE 6 – DERIVATIVE LIABILITY

 

The derivative liability consisted of the following:

Schedule of derivative liability
		August 31, 2024								May 31, 2024
		Face Value				Derivative Liability				Face Value				Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)		$	40,000			$	40,000			$	40,000			$	40,000
Convertible note payable issued April 5, 2017, due on demand (W)			29,000				43,500				29,000				43,500
Convertible note payable issued April 5, 2017, due on demand (X)			21,500				32,250				21,500				32,250
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)			35,000				35,000				35,000				35,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)			8,506				8,506				8,506				8,506
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)			154,764				16,595				154,764				7,040
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)			152,369				9,957				152,369				4,224
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)			14,000				7,538				14,000				7,538
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)			12,649				8,297				12,649				3,520
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)			76,375				16,594				76,375				7,040
Convertible note payable issued November 7, 2023, due on August 15, 2024 (J)			21,520				6,140				21,520				5,209
Convertible note payable issued September 18, 2023, due on September 18, 2024 (K)			3,500				4,200				3,500				5,880
Convertible note payable issued January 18, 2024, due on January 18, 2025 (L)			30,555				14,769				30,555				6,406
Totals		$	599,738			$	243,346			$	599,738			$	206,113

 

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

 

Assumptions used for the calculations of the derivative liability of the notes at August 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 139 days, (4) expected volatility of 461% and (5) risk free interest rates ranging from 4.89% to 5.41%.

 

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 231 days, (4) expected volatility of 428% and (5) risk free interest rates ranging from 5.42% to 5.48%.

 

 

 

13

 

 

Concentration of Derivative Liability:

 

The derivative liability relates to convertible notes payable due to:

Schedule of derivative liability relates to convertible notes payable
		August 31, 2024				May 31, 2024
Lender A		$	16,594			$	7,040
Lender B			8,297				3,520
Lender C			55,268				55,268
5 other lenders			163,187				140,285
Total		$	243,346			$	206,113

 

NOTE 7 – EQUITY TRANSACTIONS

 

On October 13, 2022 (the “Closing Date”), the Company entered into a Standby Equity Commitment Agreement (the “Equity Agreement” by and among the Company, and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company’s sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the “Put Shares”) at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTCQB during the six (6) Trading Days immediately following the Clearing Date.

 

Contemporaneous therewith, the Company and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant in a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement was filed on October 21, 2022.

 

On May 21, 2024, we entered into a Note Purchase Agreement with QC under which we will receive a loan of up to $500,000 for which we issued a convertible note to QC in the principal amount of $555,555.55 bearing interest at 12% per annum with a maturity date 9 months from the date of the note (“Note 3”). Note 3 is convertible into shares of our common stock at a 45% of the lowest trading price of our common stock during the twenty (20) day period ending on the latest complete trading day prior to the conversion date. Note 3 may not be prepaid unless the lender consents. Under the terms of the Note Purchase Agreement, we also issued a warrant to allow QC to purchase up to 5,555,555,500 shares of our common stock during a five-year period ending May 10, 2029 at an exercise price of $0.0001 per share, subject to adjustment. The number of shares being registered hereunder for QC Note 3 is 1,455,524,579, which shares can be issued as conversion shares and/or warrant shares.

 

During the year ended May 31, 2024, the Company issued an aggregate of 349,461,323 shares of common stock pursuant to the Equity Agreement for net proceeds of $55,730.

 

During the year ended May 31, 2024, the Company issued an aggregate of 2,265,475,967 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $350,472.

 

During the year ended May 31, 2024, the Company issued an aggregate of 185,000,000 shares of common stock for consulting and investor relations services rendered to the Company. The shares were valued using the market price for the stock on the date of issuance. The Company recognized $102,700 in expenses which is included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2024.

 

 

 

 

14

 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Consulting Agreements with Individuals

 

The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 3 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provided for monthly compensation of $10,000 through May 31, 2022 and was increased to $20,000 after May 31, 2022. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provided for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019. See Note 3 (Accrued Consulting Fees).

 

Corporate Consulting Agreement

 

On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months.

 

On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were paid or accrued subsequent to May 31, 2018.

 

On October 16, 2018 (see Note 7), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.

 

NOTE 9 – 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. The Company is currently evaluating the fair value of the investment under the current effective ASU 2016-01 accounting standard.

 

NOTE 10 – SUBSEQUENT EVENTS

 

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. 

 

 

 

 

 

 

 

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

 

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

 

BUSINESS OVERVIEW

 

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

 

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

 

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

 

Broadcasting

 

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

 

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

 

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

 

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

 

Our results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly fluctuations in the retail industry.

 

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

 

 

 

 

Health and Beauty

 

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

 

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

 

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

 

RESULTS OF OPERATION

 

Following is management’s discussion of the relevant items affecting results of operations for the three months ended August 31, 2024 and 2023.

 

Revenues. The Company generated no net revenues for Broadcasting and Digital Media during the three months ended August 31, 2024 and 2023. Revenues in the past have been generated from spot sales on our syndicated radio network. Revenue for Health and Beauty is expected to be included in the company’s upcoming annual 10-K report for the year ending May 31, 2025.

 

Cost of Sales. Our cost of sales for Broadcasting and Digital Media was $-0- for the three months ended August 31, 2024 and 2023. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto. Our Cost of Sales for Health and Beauty will be included in the company’s upcoming annual 10-K report for the year ending May 31, 2025.

 

Salaries and Consulting Expenses. Executive salaries remain unpaid and accruing for the period ended August 31, 2024. Accrued salaries and consulting expenses were $60,000 and 60,000 for the three months ended August 31, 2024 and 2023, respectively. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our health and beauty business.

 

Professional Fees. Professional fees were $-0- and $16,976 for the three months ended August 31, 2024 and 2023, respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange Commission. We anticipate that professional fees will increase in future periods as we scale up our operations.

 

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $640 and $567 for the three months ended August 31, 2024 and 2023, respectively. 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 $144,304 for the three months ended August 31, 2024. During the three months ended August 31, 2024, the company recorded expense on the change in the fair value of the derivative liability in the amount of $37,232 and interest expenses related to notes payable in the amount of $107,072, which included the amortization of debt discounts of $19,900. The Company had net other income of $430,625 for the three months ended August 31, 2023. During the three months ended August 31, 2023, the company recorded income on the change in the fair value of the derivative liability in the amount of $543,223 and interest expenses related to notes payable in the amount of $112,598, which included the amortization of debt discounts of $24,125.

 

 

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of August 31, 2024, our primary source of liquidity consisted of $-0- in cash and cash equivalents. We hold our cash reserves in a major United States bank. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

 

We have sustained significant net losses which have resulted in negative working capital and an accumulated deficit at August 31, 2024 of $6,235,552 and $15,068,430, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the three months ended August 31, 2024 of $204,944. 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, 2024 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report. 

 

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

 

 

 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable because we are a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures 

 

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

 

Changes in Internal Controls Over Financial Reporting

 

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

 

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors

 

Not applicable because we are a smaller reporting company.

 

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

 

See Note 7 in the notes to the financial statements.

 

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

 

Item 3. Defaults Upon Senior Securities.

 

The Company has not paid the principal and interest due on 16 notes payable aggregating $950,701 at August 31, 2024. See Note 4 to the Consolidated Financial Statements.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

During the quarter ended August 31, 2024, 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.
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

SIGNATURES

 

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

   

	The Marquie Group, Inc.
Date: October 21, 2024	By:	/s/  Marc Angell
		Marc Angell
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.1

 

SECTION 302 CEO CERTIFICATION

Form of Certification Required

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

 

I, Marc Angell, certify that:

 

1.

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

 

2.

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

 

3.

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

 

4.

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer.  We have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report because there was no segregation of duties.  One member of our management team handles all accounting duties including the recording of transactions, paying bills, and reconciling the bank account.  We have minimized this risk by having an external accountant review all transactions and make the appropriate adjustments prior to the review by our external auditor.  We also have:

 

a.

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

 

b.

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

 

c.

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

 

d.

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

 

5.

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

 

a.

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

 

b.

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

 

Date: October 21, 2024

 

	/s/ Marc Angell
	Marc Angell
	Chief Executive Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the accompanying report of The Marquie Group, Inc. (the “Company”) on Form 10-Q for the quarter ended August 31, 2024 (the “Report”), I, Marc Angell, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

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

 

(2)

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

 

Dated: October 21, 2024

 

	/s/ Marc Angell
	Marc Angell
	Chief Executive Officer

 

 

 

 

v3.24.3

Cover - shares	3 Months Ended
	Aug. 31, 2024	Oct. 18, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Aug. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--05-31
Entity File Number	000-54163
Entity Registrant Name	The Marquie Group, Inc.
Entity Central Index Key	0001434601
Entity Tax Identification Number	26-2091212
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7901 4th ST N
Entity Address, Address Line Two	Suite 4887
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33702
City Area Code	800
Local Phone Number	351-3021
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,325,531,102

v3.24.3

Consolidated Balance Sheets - USD ($)	Aug. 31, 2024	May 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 0	$ 0
Total Current Assets	0	0
OTHER ASSETS
Investment in Acquisition	6,200,000	6,200,000
Loans receivable, related party	35,237	35,237
Music inventory, net of accumulated depreciation of $21,626 and $21,533, respectively	642	735
Trademark costs	11,165	11,165
Total Other Assets	6,247,044	6,247,137
TOTAL ASSETS	6,247,044	6,247,137
CURRENT LIABILITIES
Bank overdraft	235	89
Accounts payable	77,074	77,074
Accrued interest payable on notes payable	931,632	844,460
Accrued consulting fees	1,445,917	1,385,917
Notes payable, net of debt discounts of $11,808 and $31,709, respectively	1,454,633	1,434,733
Notes payable to related parties	2,082,715	2,082,315
Derivative liability	243,346	206,113
Total Current Liabilities	6,235,552	6,030,701
TOTAL LIABILITIES	6,235,552	6,030,701
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding	0	0
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 3,325,531,102 and 756,612,000 shares issued and outstanding, respectively	332,555	332,555
Additional paid-in-capital	14,747,367	14,747,367
Accumulated deficit	(15,068,430)	(14,863,486)
Total Stockholders' Deficit	11,492	216,436
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 6,247,044	$ 6,247,137

v3.24.3

Consolidated Balance Sheets (Parenthetical) - USD ($)	Aug. 31, 2024	May 31, 2024
Statement of Financial Position [Abstract]
Music inventory, net of accumulated depreciation	$ 21,626	$ 21,533
Notes payable, net of debt discounts	$ 11,808	$ 31,709
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	200	200
Preferred stock, shares outstanding	200	200
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000,000	50,000,000,000
Common stock, shares issued	3,325,531,102	756,612,000
Common stock, shares outstanding	3,325,531,102	756,612,000

v3.24.3

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Income Statement [Abstract]
NET REVENUES	$ 0	$ 0
OPERATING EXPENSES
Salaries and Consulting fees to related parties	60,000	60,000
Professional fees	0	16,976
Other selling, general and administrative	640	567
Total Operating Expenses	60,640	77,543
LOSS FROM OPERATIONS	(60,640)	(77,543)
OTHER INCOME (EXPENSES)
Change in fair value of derivative liability	(37,232)	543,223
Interest expense (including amortization of debt discounts of $19,900 and $24,125, respectively)	(107,072)	(112,598)
Total Other Income (Expenses)	(144,304)	430,625
INCOME (LOSS) BEFORE INCOME TAXES	(204,944)	353,082
INCOME TAX EXPENSE	0	0
NET INCOME (LOSS)	$ (204,944)	$ 353,082
Net income (loss) per common share, Basic	$ (0.00)	$ 0.00
Net income (loss) per common share, Diluted	$ (0.00)	$ 0.00
Weighted average shares outstanding, Basic	3,325,531,102	756,612,000
Weighted average shares outstanding, Diluted	3,325,531,102	756,612,000

v3.24.3

Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Income Statement [Abstract]
Interest expense, amortization of debt discounts	$ 19,900	$ 24,125

v3.24.3

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at May. 31, 2023	$ 0	$ 75,663	$ 14,495,356	$ (14,698,030)	$ (127,011)
Beginning balance, shares at May. 31, 2023	200	756,612,000
Net income				353,082	353,082
Ending balance, value at Aug. 31, 2023	$ 0	$ 75,663	14,495,356	(14,344,948)	226,071
Ending balance, shares at Aug. 31, 2023	200	756,612,000
Beginning balance, value at May. 31, 2024	$ 0	$ 332,555	14,747,367	(14,863,486)	216,436
Beginning balance, shares at May. 31, 2024	200	3,325,531,102
Net income				(204,944)	(204,944)
Ending balance, value at Aug. 31, 2024	$ 0	$ 332,555	$ 14,747,367	$ (15,068,430)	$ 11,492
Ending balance, shares at Aug. 31, 2024	200	3,325,531,102

v3.24.3

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (204,944)	$ 353,082
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation of music inventory	93	230
Change in fair value of derivative liability	37,233	(543,223)
Amortization of debt discounts	19,900	24,125
Changes in operating assets and liabilities:
Accounts payable	0	16,975
Accrued interest payable on notes payable	87,172	88,474
Accrued consulting fees	60,000	60,000
Net Cash Used by Operating Activities	(546)	(337)
CASH FLOWS FROM INVESTING ACTIVITIES:	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft	146	(46)
Proceeds from notes payable to related parties	400	500
Net Cash Provided by Financing Activities	546	454
NET INCREASE IN CASH AND CASH EQUIVALENTS	0	117
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	117
Cash Payments For:
Interest	0	0
Income taxes	$ 0	$ 0

v3.24.3

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (204,944)	$ 353,082

v3.24.3

Insider Trading Arrangements	3 Months Ended
	Aug. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION	3 Months Ended
	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION   Organization   The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network.   Basis of Presentation   The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2024 are not necessarily indicative of results that may be expected for the year ending May 31, 2025.   Acquisition of The Marquie Group, Inc.   On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients.   Going Concern   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At August 31, 2024, the Company had negative working capital of $6,235,552 and an accumulated deficit of $15,068,430. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.   To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2025, 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.

v3.24.3

MUSIC INVENTORY	3 Months Ended
	Aug. 31, 2024
Inventory Disclosure [Abstract]
MUSIC INVENTORY	NOTE 2 – MUSIC INVENTORY   Music inventory consisted of the following: Schedule of music inventory                 August 31, 2024     May 31, 2024   Digital music acquired for use in operations – at cost   $ 22,268     $ 22,268   Accumulated depreciation     (21,626 )     (21,533 ) Music inventory – net   $ 642     $ 735     The Company purchases digital music to broadcast over the radio and internet. During the three ended August 31, 2024, the Company purchased $-0- worth of music inventory. For the three months ended August 31, 2024 and 2023, depreciation of music inventory was $93 and $230, respectively.

v3.24.3

ACCRUED CONSULTING FEES	3 Months Ended
	Aug. 31, 2024
Payables and Accruals [Abstract]
ACCRUED CONSULTING FEES	NOTE 3 – ACCRUED CONSULTING FEES   Accrued consulting fees consisted of the following: Schedule of accrued consulting fees                 August 31, 2024     May 31, 2024   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   $ 788,817     $ 728,817   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)     305,200       305,200   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       131,350   Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019     144,700       144,700   Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019     48,000       48,000   Due to two other service providers     27,850       27,850                     Total   $ 1,445,917     $ 1,385,917     The accrued consulting fees balance changed as follows: Schedule of accrued consulting fees balance                 Three Months Ended August 31, 2024     Year Ended May 31, 2024   Balance, beginning of period   $ 1,385,917     $ 1,145,917   Compensation expense accrued pursuant to consulting agreements     60,000       240,000   Payments to consultants     –       –                     Balance, end of period   $ 1,445,917     $ 1,385,917     See Note 8 (Commitments and Contingencies).

v3.24.3

NOTES PAYABLE	3 Months Ended
	Aug. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4 – NOTES PAYABLE   Notes payable consisted of the following: Schedule of notes payable                 August 31, 2024     May 31, 2024   Notes payable to an entity, non-interest bearing, due on demand, unsecured   $ 54,079     $ 54,079   Note payable to an individual, due on May 22, 2015, in default (B)     25,000       25,000   Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)     50,000       50,000   Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)     7,000       7,000   Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)     50,000       50,000   Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)     50,000       50,000   Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)     25,000       25,000   Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)     40,000       40,000   Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)     25,000       25,000   Convertible note payable to an individual, interest at 10%, due on demand (V)     46,890       46,890   Convertible note payable to an individual, interest at 8%, due on demand (W)     29,000       29,000   Convertible note payable to an individual, interest at 8%, due on demand (X)     21,500       21,500   Convertible note payable to an entity, interest at 10%, due on demand (Y)     8,100       8,100   Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)     35,000       35,000   Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG)     8,505       8,505   Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS)     154,764       154,764   Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)     152,369       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, in default (YY)     424       424   Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)     203,095       203,095   Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C)     12,649       12,649   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 10%, due on August 15, 2024, in default, net of discount of $-0- and $11,319, respectively (J)     21,520       10,201   Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $172 and $1,052, respectively (K)     3,328       2,448   Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $11,636and $19,338, respectively (L)     18,918       11,217   Note payable to an entity, terms to be agreed on and memorialized subsequent to February 29, 2024     48,641       48,641   Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements     70,000       70,000   Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements     100,000       100,000   Notes payable to individuals, non-interest bearing, due on demand     103,476       103,476   Total Notes Payable     1,454,633       1,434,733   Less: Current Portion     (1,454,633 )     (1,434,733 ) Long-Term Notes Payable   $ –     $ –     (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.   (D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.   (E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.   (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.   (H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.   (I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016.   (M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.   (V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.1293 per share.   (W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.   (DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (SS) On November 30, 2020, the Company issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of the conversion. See Note 6 (Derivative Liability).   (VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2) 50% of the lowest trading price of the common stock for the previous 15 day trading period. See Note 6 (Derivative Liability).   (WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).   (YY) On December 21, 2021, the Company issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.   (ZZ) On February 8, 2022, the Company issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12% per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.   (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 a lender 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).   (J) On November 7, 2023, the Company issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per annum, is due on August 15, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. 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).   Concentration of Notes Payable:   The principal balance of notes payable was due to: Schedule of principal balance of notes payable                 August 31, 2024     May 31, 2024                 Lender A   $ 358,283     $ 358,283   Lender B     209,874       209,874   14 other lenders     898,284       898,285                     Total     1,466,441       1,466,442                     Less debt discounts     (11,808 )     (31,709 )                   Net   $ 1,454,633     $ 1,434,733

v3.24.3

NOTES PAYABLE – RELATED PARTIES	3 Months Ended
	Aug. 31, 2024
Related Party Transactions [Abstract]
NOTES PAYABLE – RELATED PARTIES	NOTE 5 – NOTES PAYABLE – RELATED PARTIES   Notes payable – related parties consisted of the following: Schedule of notes payable – related parties                 August 31, 2024     May 31, 2024                 Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured   $ 2,073     $ 2,073   Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured     69,250       69,250   Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured     11,392       10,992   Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10)     2,000,000       2,000,000   Total Notes Payable     2,082,715       2,082,315   Less: Current Portion     (2,082,715 )     (2,082,315 ) Long-Term Notes Payable   $ –     $ –

v3.24.3

DERIVATIVE LIABILITY	3 Months Ended
	Aug. 31, 2024
Derivative Liability
DERIVATIVE LIABILITY	NOTE 6 – DERIVATIVE LIABILITY   The derivative liability consisted of the following: Schedule of derivative liability                             August 31, 2024     May 31, 2024       Face Value     Derivative Liability     Face Value     Derivative Liability   Convertible note payable issued December 29, 2015, due December 29, 2016 (M)   $ 40,000     $ 40,000     $ 40,000     $ 40,000   Convertible note payable issued April 5, 2017, due on demand (W)     29,000       43,500       29,000       43,500   Convertible note payable issued April 5, 2017, due on demand (X)     21,500       32,250       21,500       32,250   Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)     35,000       35,000       35,000       35,000   Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)     8,506       8,506       8,506       8,506   Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)     154,764       16,595       154,764       7,040   Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)     152,369       9,957       152,369       4,224   Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)     14,000       7,538       14,000       7,538   Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)     12,649       8,297       12,649       3,520   Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)     76,375       16,594       76,375       7,040   Convertible note payable issued November 7, 2023, due on August 15, 2024 (J)     21,520       6,140       21,520       5,209   Convertible note payable issued September 18, 2023, due on September 18, 2024 (K)     3,500       4,200       3,500       5,880   Convertible note payable issued January 18, 2024, due on January 18, 2025 (L)     30,555       14,769       30,555       6,406                                     Totals   $ 599,738     $ 243,346     $ 599,738     $ 206,113     The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.   Assumptions used for the calculations of the derivative liability of the notes at August 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 139 days, (4) expected volatility of 461% and (5) risk free interest rates ranging from 4.89% to 5.41%.   Assumptions used for the calculations of the derivative liability of the notes at May 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 231 days, (4) expected volatility of 428% and (5) risk free interest rates ranging from 5.42% to 5.48%.   Concentration of Derivative Liability:   The derivative liability relates to convertible notes payable due to: Schedule of derivative liability relates to convertible notes payable                 August 31, 2024     May 31, 2024                 Lender A   $ 16,594     $ 7,040   Lender B     8,297       3,520   Lender C     55,268       55,268   5 other lenders     163,187       140,285                     Total   $ 243,346     $ 206,113

v3.24.3

EQUITY TRANSACTIONS	3 Months Ended
	Aug. 31, 2024
Equity [Abstract]
EQUITY TRANSACTIONS	NOTE 7 – EQUITY TRANSACTIONS   On October 13, 2022 (the “Closing Date”), the Company entered into a Standby Equity Commitment Agreement (the “Equity Agreement” by and among the Company, and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company’s sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the “Put Shares”) at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTCQB during the six (6) Trading Days immediately following the Clearing Date.   Contemporaneous therewith, the Company and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant in a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement was filed on October 21, 2022.   On May 21, 2024, we entered into a Note Purchase Agreement with QC under which we will receive a loan of up to $500,000 for which we issued a convertible note to QC in the principal amount of $555,555.55 bearing interest at 12% per annum with a maturity date 9 months from the date of the note (“Note 3”). Note 3 is convertible into shares of our common stock at a 45% of the lowest trading price of our common stock during the twenty (20) day period ending on the latest complete trading day prior to the conversion date. Note 3 may not be prepaid unless the lender consents. Under the terms of the Note Purchase Agreement, we also issued a warrant to allow QC to purchase up to 5,555,555,500 shares of our common stock during a five-year period ending May 10, 2029 at an exercise price of $0.0001 per share, subject to adjustment. The number of shares being registered hereunder for QC Note 3 is 1,455,524,579, which shares can be issued as conversion shares and/or warrant shares.   During the year ended May 31, 2024, the Company issued an aggregate of 349,461,323 shares of common stock pursuant to the Equity Agreement for net proceeds of $55,730.   During the year ended May 31, 2024, the Company issued an aggregate of 2,265,475,967 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $350,472.   During the year ended May 31, 2024, the Company issued an aggregate of 185,000,000 shares of common stock for consulting and investor relations services rendered to the Company. The shares were valued using the market price for the stock on the date of issuance. The Company recognized $102,700 in expenses which is included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2024.

v3.24.3

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES   Consulting Agreements with Individuals   The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 3 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provided for monthly compensation of $10,000 through May 31, 2022 and was increased to $20,000 after May 31, 2022. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provided for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019. See Note 3 (Accrued Consulting Fees).   Corporate Consulting Agreement   On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months.   On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were paid or accrued subsequent to May 31, 2018.   On October 16, 2018 (see Note 7), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.

v3.24.3

INVESTMENT IN ACQUISITION	3 Months Ended
	Aug. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
INVESTMENT IN ACQUISITION	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. The Company is currently evaluating the fair value of the investment under the current effective ASU 2016-01 accounting standard.

v3.24.3

SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS   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.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies)	3 Months Ended
	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization   The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network.
Basis of Presentation	Basis of Presentation   The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2024 are not necessarily indicative of results that may be expected for the year ending May 31, 2025.
Acquisition of The Marquie Group, Inc.	Acquisition of The Marquie Group, Inc.   On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients.
Going Concern	Going Concern   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At August 31, 2024, the Company had negative working capital of $6,235,552 and an accumulated deficit of $15,068,430. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.   To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2025, 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.

v3.24.3

MUSIC INVENTORY (Tables)	3 Months Ended
	Aug. 31, 2024
Inventory Disclosure [Abstract]
Schedule of music inventory	Schedule of music inventory                 August 31, 2024     May 31, 2024   Digital music acquired for use in operations – at cost   $ 22,268     $ 22,268   Accumulated depreciation     (21,626 )     (21,533 ) Music inventory – net   $ 642     $ 735

v3.24.3

ACCRUED CONSULTING FEES (Tables)	3 Months Ended
	Aug. 31, 2024
Payables and Accruals [Abstract]
Schedule of accrued consulting fees	Schedule of accrued consulting fees                 August 31, 2024     May 31, 2024   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   $ 788,817     $ 728,817   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)     305,200       305,200   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       131,350   Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019     144,700       144,700   Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019     48,000       48,000   Due to two other service providers     27,850       27,850                     Total   $ 1,445,917     $ 1,385,917
Schedule of accrued consulting fees balance	Schedule of accrued consulting fees balance                 Three Months Ended August 31, 2024     Year Ended May 31, 2024   Balance, beginning of period   $ 1,385,917     $ 1,145,917   Compensation expense accrued pursuant to consulting agreements     60,000       240,000   Payments to consultants     –       –                     Balance, end of period   $ 1,445,917     $ 1,385,917

v3.24.3

NOTES PAYABLE (Tables)	3 Months Ended
	Aug. 31, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                 August 31, 2024     May 31, 2024   Notes payable to an entity, non-interest bearing, due on demand, unsecured   $ 54,079     $ 54,079   Note payable to an individual, due on May 22, 2015, in default (B)     25,000       25,000   Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)     50,000       50,000   Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)     7,000       7,000   Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)     50,000       50,000   Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)     50,000       50,000   Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)     25,000       25,000   Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)     40,000       40,000   Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)     25,000       25,000   Convertible note payable to an individual, interest at 10%, due on demand (V)     46,890       46,890   Convertible note payable to an individual, interest at 8%, due on demand (W)     29,000       29,000   Convertible note payable to an individual, interest at 8%, due on demand (X)     21,500       21,500   Convertible note payable to an entity, interest at 10%, due on demand (Y)     8,100       8,100   Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)     35,000       35,000   Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG)     8,505       8,505   Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS)     154,764       154,764   Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)     152,369       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, in default (YY)     424       424   Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ)     203,095       203,095   Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default (C)     12,649       12,649   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 10%, due on August 15, 2024, in default, net of discount of $-0- and $11,319, respectively (J)     21,520       10,201   Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $172 and $1,052, respectively (K)     3,328       2,448   Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $11,636and $19,338, respectively (L)     18,918       11,217   Note payable to an entity, terms to be agreed on and memorialized subsequent to February 29, 2024     48,641       48,641   Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements     70,000       70,000   Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements     100,000       100,000   Notes payable to individuals, non-interest bearing, due on demand     103,476       103,476   Total Notes Payable     1,454,633       1,434,733   Less: Current Portion     (1,454,633 )     (1,434,733 ) Long-Term Notes Payable   $ –     $ –
Schedule of principal balance of notes payable	Schedule of principal balance of notes payable                 August 31, 2024     May 31, 2024                 Lender A   $ 358,283     $ 358,283   Lender B     209,874       209,874   14 other lenders     898,284       898,285                     Total     1,466,441       1,466,442                     Less debt discounts     (11,808 )     (31,709 )                   Net   $ 1,454,633     $ 1,434,733

v3.24.3

NOTES PAYABLE – RELATED PARTIES (Tables)	3 Months Ended
	Aug. 31, 2024
Related Party Transactions [Abstract]
Schedule of notes payable – related parties	Schedule of notes payable – related parties                 August 31, 2024     May 31, 2024                 Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured   $ 2,073     $ 2,073   Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured     69,250       69,250   Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured     11,392       10,992   Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10)     2,000,000       2,000,000   Total Notes Payable     2,082,715       2,082,315   Less: Current Portion     (2,082,715 )     (2,082,315 ) Long-Term Notes Payable   $ –     $ –

v3.24.3

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Aug. 31, 2024
Derivative Liability
Schedule of derivative liability	Schedule of derivative liability                             August 31, 2024     May 31, 2024       Face Value     Derivative Liability     Face Value     Derivative Liability   Convertible note payable issued December 29, 2015, due December 29, 2016 (M)   $ 40,000     $ 40,000     $ 40,000     $ 40,000   Convertible note payable issued April 5, 2017, due on demand (W)     29,000       43,500       29,000       43,500   Convertible note payable issued April 5, 2017, due on demand (X)     21,500       32,250       21,500       32,250   Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)     35,000       35,000       35,000       35,000   Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)     8,506       8,506       8,506       8,506   Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)     154,764       16,595       154,764       7,040   Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)     152,369       9,957       152,369       4,224   Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)     14,000       7,538       14,000       7,538   Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)     12,649       8,297       12,649       3,520   Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)     76,375       16,594       76,375       7,040   Convertible note payable issued November 7, 2023, due on August 15, 2024 (J)     21,520       6,140       21,520       5,209   Convertible note payable issued September 18, 2023, due on September 18, 2024 (K)     3,500       4,200       3,500       5,880   Convertible note payable issued January 18, 2024, due on January 18, 2025 (L)     30,555       14,769       30,555       6,406                                     Totals   $ 599,738     $ 243,346     $ 599,738     $ 206,113
Schedule of derivative liability relates to convertible notes payable	Schedule of derivative liability relates to convertible notes payable                 August 31, 2024     May 31, 2024                 Lender A   $ 16,594     $ 7,040   Lender B     8,297       3,520   Lender C     55,268       55,268   5 other lenders     163,187       140,285                     Total   $ 243,346     $ 206,113

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details Narrative) - USD ($)	Aug. 31, 2024	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Negative working capital	$ 6,235,552
Accumulated deficit	$ 15,068,430	$ 14,863,486

v3.24.3

MUSIC INVENTORY (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Inventory Disclosure [Abstract]
Digital music acquired for use in operations – at cost	$ 22,268	$ 22,268
Accumulated depreciation	(21,626)	(21,533)
Music inventory – net	$ 642	$ 735

v3.24.3

MUSIC INVENTORY (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Inventory Disclosure [Abstract]
Purchase of music inventory	$ 0
Depreciation of music inventory	$ 93	$ 230

v3.24.3

ACCRUED CONSULTING FEES (Details - Consulting fees payable) - USD ($)	Aug. 31, 2024	May 31, 2024
Related Party Transaction [Line Items]
Total	$ 1,445,917	$ 1,385,917
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total	788,817	728,817
Wife Of Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total	305,200	305,200
Mother Of Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total	131,350	131,350
Service Provider [Member]
Related Party Transaction [Line Items]
Total	144,700	144,700
Service Provider 1 [Member]
Related Party Transaction [Line Items]
Total	48,000	48,000
Two Other Service Providers [Member]
Related Party Transaction [Line Items]
Total	$ 27,850	$ 27,850

v3.24.3

ACCRUED CONSULTING FEES (Details - Consulting fees activity) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2024	May 31, 2024
Payables and Accruals [Abstract]
Balance, beginning of period	$ 1,385,917	$ 1,145,917
Compensation expense accrued pursuant to consulting agreements	60,000	240,000
Payments to consultants	0	0
Balance, end of period	$ 1,445,917	$ 1,385,917

v3.24.3

NOTES PAYABLE (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Debt Instrument [Line Items]
Total Notes Payable	$ 1,454,633	$ 1,434,733
Less: Current Portion	(1,454,633)	(1,434,733)
Long-Term Notes Payable	0	0
Note Payable 1 [Member]
Debt Instrument [Line Items]
Total Notes Payable	54,079	54,079
Note Payable 2 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 3 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 4 [Member]
Debt Instrument [Line Items]
Total Notes Payable	7,000	7,000
Note Payable 5 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 6 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 7 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 8 [Member]
Debt Instrument [Line Items]
Total Notes Payable	40,000	40,000
Note Payable 9 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 10 [Member]
Debt Instrument [Line Items]
Total Notes Payable	46,890	46,890
Note Payable 11 [Member]
Debt Instrument [Line Items]
Total Notes Payable	29,000	29,000
Note Payable 12 [Member]
Debt Instrument [Line Items]
Total Notes Payable	21,500	21,500
Note Payable 13 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,100	8,100
Note Payable 14 [Member]
Debt Instrument [Line Items]
Total Notes Payable	35,000	35,000
Note Payable 15 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,505	8,505
Note Payable 16 [Member]
Debt Instrument [Line Items]
Total Notes Payable	154,764	154,764
Note Payable 17 [Member]
Debt Instrument [Line Items]
Total Notes Payable	152,369	152,369
Note Payable 18 [Member]
Debt Instrument [Line Items]
Total Notes Payable	14,000	14,000
Note Payable 19 [Member]
Debt Instrument [Line Items]
Total Notes Payable	424	424
Note Payable 20 [Member]
Debt Instrument [Line Items]
Total Notes Payable	203,095	203,095
Note Payable 21 [Member]
Debt Instrument [Line Items]
Total Notes Payable	12,649	12,649
Note Payable 22 [Member]
Debt Instrument [Line Items]
Total Notes Payable	76,375	76,375
Note Payable 23 [Member]
Debt Instrument [Line Items]
Total Notes Payable	21,520	10,201
Note Payable 24 [Member]
Debt Instrument [Line Items]
Total Notes Payable	3,328	2,448
Note Payable 25 [Member]
Debt Instrument [Line Items]
Total Notes Payable	18,918	11,217
Note Payable 26 [Member]
Debt Instrument [Line Items]
Total Notes Payable	48,641	48,641
Note Payable 27 [Member]
Debt Instrument [Line Items]
Total Notes Payable	70,000	70,000
Note Payable 28 [Member]
Debt Instrument [Line Items]
Total Notes Payable	100,000	100,000
Note Payable 29 [Member]
Debt Instrument [Line Items]
Total Notes Payable	$ 103,476	$ 103,476

v3.24.3

NOTES PAYABLE (Details - Principal balance of notes payable by lender) - USD ($)	Aug. 31, 2024	May 31, 2024
Debt Instrument [Line Items]
Total	$ 1,466,441	$ 1,466,442
Less debt discounts	(11,808)	(31,709)
Net	1,454,633	1,434,733
Lender A [Member]
Debt Instrument [Line Items]
Total	358,283	358,283
Lender B [Member]
Debt Instrument [Line Items]
Total	209,874	209,874
Other 14 Lenders [Member]
Debt Instrument [Line Items]
Total	$ 898,284	$ 898,285

v3.24.3

NOTES PAYABLE RELATED PARTIES (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Related Party Transaction [Line Items]
Total Notes Payable	$ 2,082,715	$ 2,082,315
Less: Current Portion	(2,082,715)	(2,082,315)
Long-Term Notes Payable	0	0
Company Law Firm [Member]
Related Party Transaction [Line Items]
Total Notes Payable	2,073	2,073
OZ Corporation [Member]
Related Party Transaction [Line Items]
Total Notes Payable	69,250	69,250
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total Notes Payable	11,392	10,992
Wife Of Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total Notes Payable	$ 2,000,000	$ 2,000,000

v3.24.3

DERIVATIVE LIABILITY (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Offsetting Assets [Line Items]
Face Value	$ 599,738	$ 599,738
Derivative Liability	243,346	206,113
Convertible Note 1 [Member]
Offsetting Assets [Line Items]
Face Value	40,000	40,000
Derivative Liability	40,000	40,000
Convertible Note 2 [Member]
Offsetting Assets [Line Items]
Face Value	29,000	29,000
Derivative Liability	43,500	43,500
Convertible Note 3 [Member]
Offsetting Assets [Line Items]
Face Value	21,500	21,500
Derivative Liability	32,250	32,250
Convertible Note 4 [Member]
Offsetting Assets [Line Items]
Face Value	35,000	35,000
Derivative Liability	35,000	35,000
Convertible Note 5 [Member]
Offsetting Assets [Line Items]
Face Value	8,506	8,506
Derivative Liability	8,506	8,506
Convertible Note 6 [Member]
Offsetting Assets [Line Items]
Face Value	154,764	154,764
Derivative Liability	16,595	7,040
Convertible Note 7 [Member]
Offsetting Assets [Line Items]
Face Value	152,369	152,369
Derivative Liability	9,957	4,224
Convertible Note 8 [Member]
Offsetting Assets [Line Items]
Face Value	14,000	14,000
Derivative Liability	7,538	7,538
Convertible Note 9 [Member]
Offsetting Assets [Line Items]
Face Value	12,649	12,649
Derivative Liability	8,297	3,520
Convertible Note 10 [Member]
Offsetting Assets [Line Items]
Face Value	76,375	76,375
Derivative Liability	16,594	7,040
Convertible Note 11 [Member]
Offsetting Assets [Line Items]
Face Value	21,520	21,520
Derivative Liability	6,140	5,209
Convertible Note 12 [Member]
Offsetting Assets [Line Items]
Face Value	3,500	3,500
Derivative Liability	4,200	5,880
Convertible Note 13 [Member]
Offsetting Assets [Line Items]
Face Value	30,555	30,555
Derivative Liability	$ 14,769	$ 6,406

v3.24.3

DERIVATIVE LIABILITY (Details - Derivative liabilities by lenders) - USD ($)	Aug. 31, 2024	May 31, 2024
Offsetting Assets [Line Items]
Total	$ 243,346	$ 206,113
Lender A [Member]
Offsetting Assets [Line Items]
Total	16,594	7,040
Lender B [Member]
Offsetting Assets [Line Items]
Total	8,297	3,520
Lender C [Member]
Offsetting Assets [Line Items]
Total	55,268	55,268
Other 5 Lenders [Member]
Offsetting Assets [Line Items]
Total	$ 163,187	$ 140,285

v3.24.3

EQUITY TRANSACTIONS (Details Narrative) - USD ($)		12 Months Ended
	May 21, 2024	May 31, 2024
Class of Stock [Line Items]
Debt conversion shares issued		2,265,475,967
Debt conversion converted amount		$ 350,472
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued for services, shares		185,000,000
Common stock issued for services, value		$ 102,700
Note Purchase Agreement [Member]
Class of Stock [Line Items]
Loan received	$ 500,000
Principal amount	$ 555,555
Interest rate	12.00%
Number of warrants purchased	5,555,555,500
Exercise price	$ 0.0001
Shares registered for Note 3	1,455,524,579
Equity Agreement [Member]
Class of Stock [Line Items]
Number of shares issued, shares		349,461,323
Net proceeds		$ 55,730

v3.24.3

INVESTMENT IN ACQUISITION (Details Narrative) - Simply Whim [Member]	Sep. 20, 2022 USD ($) shares
Business Acquisition [Line Items]
Stock issued during period shares acquisitions | shares	666,666,668
Promissory note face amount	$ 2,000,000
Consideration paid	$ 6,200,000

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