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, 2021 |
| |
|
| o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from ______to______
Commission File Number: 000-54163
|
The
Marquie Group, Inc. |
|
(Exact
name of registrant as specified in its Charter) |
|
Florida |
|
26-2091212 |
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employee Identification No.) |
| |
|
|
|
7901 4th ST N, Suite 4000
St. Petersburg, FL 33702
|
|
33702 |
| (Address
of principal executive office) |
|
(Zip
Code) |
(800) 351-3021
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, former address and former fiscal year, if changed
since last report)
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes ☒ No
☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such
files). Yes ☒ No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer (Do not check if smaller reporting company) |
☐ |
Smaller
reporting company |
☒ |
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 15, 2021, there were 8,266,668,363 shares of $0.0001 par
value common stock, issued and outstanding.
TABLE OF
CONTENTS
PART I - FINANCIAL
INFORMATION
ITEM 1. Financial
Statements
| THE
MARQUIE GROUP, INC. |
| (formerly Music of Your
Life, Inc.) |
| Consolidated Balance
Sheets |
| (Unaudited) |
| |
|
ASSETS |
| |
|
August 31, |
|
May 31, |
| |
|
2021 |
|
2021 |
| |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| |
|
|
|
|
| Cash
and cash equivalents |
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
| Total
Current Assets |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| OTHER ASSETS |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Music inventory,
net of accumulated depreciation |
|
|
|
|
|
|
|
|
|
of $18,021 and $17,339, respectively |
|
|
3,627 |
|
|
|
4,309 |
|
|
Trademark costs |
|
|
10,365 |
|
|
|
10,365 |
|
| |
|
|
|
|
|
|
|
|
| Total
Other Assets |
|
|
13,992 |
|
|
|
14,674 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
ASSETS |
|
$ |
13,992 |
|
|
$ |
14,674 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Bank
overdraft |
|
$ |
3,389 |
|
|
$ |
1,140 |
|
| Accounts
payable |
|
|
25,094 |
|
|
|
25,094 |
|
| Accrued interest
payable on notes payable |
|
|
438,441 |
|
|
|
427,023 |
|
| Accrued consulting
fees |
|
|
857,967 |
|
|
|
832,967 |
|
| Notes payable, net
of debt discounts of $85,233 |
|
|
|
|
|
|
|
|
| and $85,233,
respectively |
|
|
1,448,294 |
|
|
|
1,366,430 |
|
| Notes payable to
related parties |
|
|
127,551 |
|
|
|
121,323 |
|
|
Derivative liability |
|
|
2,006,815 |
|
|
|
2,006,815 |
|
| |
|
|
|
|
|
|
|
|
| Total
Current Liabilities |
|
|
4,907,551 |
|
|
|
4,780,792 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES |
|
|
4,907,551 |
|
|
|
4,780,792 |
|
| |
|
|
|
|
|
|
|
|
| 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;
10,000,000,000 shares |
|
|
|
|
|
|
|
|
| authorized,
7,526,668,363 and 4,678,552,506 shares issued |
|
|
|
|
|
|
|
|
| and
outstanding, respectively |
|
|
752,668 |
|
|
|
467,855 |
|
| Common stock
payable - 1 share |
|
|
8,460 |
|
|
|
8,460 |
|
| Additional
paid-in-capital |
|
|
7,708,091 |
|
|
|
6,519,804 |
|
|
Accumulated deficit |
|
|
(13,362,778 |
) |
|
|
(11,762,237 |
) |
| |
|
|
|
|
|
|
|
|
| Total
Stockholders' Deficit |
|
|
(4,893,559 |
) |
|
|
(4,766,118 |
) |
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
13,992 |
|
|
$ |
14,674 |
|
| |
|
|
|
|
|
|
|
|
The accompanying notes
are an integral part of these financial statements
| THE
MARQUIE GROUP, INC. |
| (formerly Music of Your
Life, Inc.) |
| Consolidated Statements
of Operations |
| (Unaudited) |
| |
|
|
|
|
| |
|
For the Three Months
Ended |
| |
|
August
31, |
| |
|
2021 |
|
2020 |
| |
|
|
|
|
| NET
REVENUES |
|
$ |
— |
|
|
$ |
60 |
|
| |
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Salaries and
Consulting fees |
|
|
30,000 |
|
|
|
76,000 |
|
| Professional
fees |
|
|
— |
|
|
|
19,239 |
|
| Other
selling, general and administrative |
|
|
4,161 |
|
|
|
7,989 |
|
| |
|
|
|
|
|
|
|
|
| Total
Operating Expenses |
|
|
34,161 |
|
|
|
103,228 |
|
| |
|
|
|
|
|
|
|
|
| LOSS FROM
OPERATIONS |
|
|
(34,161 |
) |
|
|
(103,168 |
) |
| |
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Expense from
derivative liability |
|
|
— |
|
|
|
(1,582,005 |
) |
| Interest expense
(including amortization of debt |
|
|
|
|
|
|
|
|
|
discounts of $-0- and $14,745, respectively) |
|
|
(142,888 |
) |
|
|
(156,782 |
) |
| Loss on conversion
of notes payable |
|
|
|
|
|
|
|
|
|
and accrued interest |
|
|
(1,423,492 |
) |
|
|
(535,563 |
) |
| |
|
|
|
|
|
|
|
|
| Total
Other Income (Expenses) |
|
|
(1,566,380 |
) |
|
|
(2,274,350 |
) |
| |
|
|
|
|
|
|
|
|
| LOSS BEFORE INCOME TAXES |
|
|
(1,600,541 |
) |
|
|
(2,377,518 |
) |
| |
|
|
|
|
|
|
|
|
| INCOME TAX
EXPENSE |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(1,600,541 |
) |
|
$ |
(2,377,518 |
) |
| |
|
|
|
|
|
|
|
|
| BASIC AND DILUTED: |
|
|
|
|
|
|
|
|
| Net
income (loss) per common share |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
| Weighted
average shares outstanding |
|
|
6,185,005,205 |
|
|
|
1,280,634,443 |
|
| |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
THE MARQUIE GROUP, INC. |
| (formerly Music of Your
Life, Inc.) |
| Consolidated Statements
of Stockholders' Deficit |
| (Unaudited) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended August 31, 2021 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| |
|
Preferred
Stock |
|
Common
Stock |
|
Common
Stock |
|
Additional |
|
Accumulated |
|
Stockholders' |
| |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Payable |
|
Paid-in
Capital |
|
Deficit |
|
Deficit |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2021 |
|
|
200 |
|
|
$ |
— |
|
|
|
4,678,552,506 |
|
|
$ |
467,855 |
|
|
$ |
8,460 |
|
|
$ |
6,519,804 |
|
|
$ |
(11,762,237 |
) |
|
$ |
(4,766,118 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for
conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| of debt |
|
|
— |
|
|
|
— |
|
|
|
2,848,115,857 |
|
|
|
284,813 |
|
|
|
— |
|
|
|
1,188,287 |
|
|
|
— |
|
|
|
1,473,100 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| August 31,
2021 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,600,541 |
) |
|
|
(1,600,541 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, August 31, 2021 |
|
|
200 |
|
|
$ |
— |
|
|
|
7,526,668,363 |
|
|
$ |
752,668 |
|
|
$ |
8,460 |
|
|
$ |
7,708,091 |
|
|
$ |
(13,362,778 |
) |
|
$ |
(4,893,559 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Note: The above statement
reflects retroactively the 1 share for 4,000 shares reverse split
effective June 20, 2018 and |
| the 1 share
for 400 shares reverse stock split effective September 4,
2019. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31, 2020 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| |
|
Preferred Stock |
|
Common Stock |
|
Common Stock |
|
Additional |
|
Accumulated |
|
Stockholders' |
|
| |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Payable |
|
Paid-in Capital |
|
Deficit |
|
Deficit |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2020 |
|
|
200 |
|
|
$ |
— |
|
|
|
373,710,385 |
|
|
$ |
37,371 |
|
|
$ |
8,460 |
|
|
$ |
4,670,196 |
|
|
$ |
(8,893,053 |
) |
|
$ |
(4,177,026 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for
conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| of debt |
|
|
— |
|
|
|
— |
|
|
|
2,476,735,213 |
|
|
|
247,673 |
|
|
|
— |
|
|
|
451,854 |
|
|
|
— |
|
|
|
699,527 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| August 31,
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,377,518 |
) |
|
|
(2,377,518 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, August 31, 2020 |
|
|
200 |
|
|
$ |
— |
|
|
|
2,850,445,598 |
|
|
$ |
285,044 |
|
|
$ |
8,460 |
|
|
$ |
5,122,050 |
|
|
$ |
(11,270,571 |
) |
|
$ |
(5,855,017 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Note: The above statement
reflects retroactively the 1 share for 4,000 shares reverse split
effective June 20, 2018 and |
| the 1 share
for 400 shares reverse stock split effective September 4,
2019. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements
|
THE MARQUIE GROUP,
INC. |
| (formerly Music of Your
Life, Inc.) |
| Consolidated Statements
of Cash Flows |
| (Unaudited) |
| |
|
|
|
|
|
|
| |
|
|
|
For the Three Months
Ended |
| |
|
|
|
August
31, |
| |
|
|
|
2021 |
|
2020 |
| |
|
|
|
|
|
|
| CASH FLOWS FROM OPERATING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
|
|
$ |
(1,600,541 |
) |
|
$ |
(2,377,518 |
) |
| Adjustments to reconcile net income
(loss) to net |
|
|
|
|
|
|
|
|
|
|
|
|
| cash used by operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation of
music inventory |
|
|
|
|
|
|
682 |
|
|
|
867 |
|
| Expense from
derivative liability |
|
|
|
|
|
|
— |
|
|
|
1,582,005 |
|
| Amortization of
debt discounts |
|
|
|
|
|
|
— |
|
|
|
14,745 |
|
| Loss on conversion
of notes payable and accrued interest |
|
|
|
|
|
|
1,423,492 |
|
|
|
535,563 |
|
| Default interest
added to notes principal balance |
|
|
|
|
|
|
102,401 |
|
|
|
— |
|
| Changes in operating assets and
liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
payable |
|
|
|
|
|
|
— |
|
|
|
3,546 |
|
| Accrued interest
payable on notes payable |
|
|
|
|
|
|
40,489 |
|
|
|
30,399 |
|
| Accrued
consulting fees |
|
|
|
|
|
|
25,000 |
|
|
|
62,497 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used by Operating Activities |
|
|
|
|
|
|
(8,477 |
) |
|
|
(147,896 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Music
inventory |
|
|
|
|
|
|
— |
|
|
|
(24 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used by Investing Activities |
|
|
|
|
|
|
— |
|
|
|
(24 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Bank
overdraft |
|
|
|
|
|
|
2,249 |
|
|
|
— |
|
| Proceeds from
notes payable |
|
|
|
|
|
|
— |
|
|
|
589,820 |
|
| Repayments of
notes payable |
|
|
|
|
|
|
— |
|
|
|
(424,721 |
) |
| Repayments of
notes payable to related parties |
|
|
|
|
|
|
(25,272 |
) |
|
|
— |
|
| Net
proceeds from notes payable to related parties |
|
|
|
|
|
|
31,500 |
|
|
|
2,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Provided by Financing Activities |
|
|
|
|
|
|
8,477 |
|
|
|
167,099 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NET DECREASE IN CASH AND CASH
EQUIVALENTS |
|
|
|
|
|
|
— |
|
|
|
19,179 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD |
|
|
|
|
|
|
— |
|
|
|
4,742 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH AND CASH
EQUIVALENTS, END OF PERIOD |
|
|
|
|
|
$ |
— |
|
|
$ |
23,921 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| SUPPLEMENTAL CASH FLOW
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash Payments
For: |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
| Income taxes |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-cash investing
and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Initial derivative
liability charged to debt discounts |
|
|
|
|
|
$ |
— |
|
|
$ |
385,000 |
|
| Conversion of debt
and accrued interest into common stock |
|
|
|
|
|
$ |
49,608 |
|
|
$ |
163,963 |
|
| Accrued interest
added to notes payable principal balance |
|
|
|
|
|
$ |
25,696 |
|
|
$ |
33,038 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
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, 2021
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
Basis of Presentation
The accompanying unaudited financial statements are presented in
accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and
Article 8 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary in order to make the
financial statements not misleading, have been included. Operating
results for the three months ended August 31, 2021 are not
necessarily indicative of results that may be expected for the year
ending May 31, 2022.
Organization
The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the
“Company”) was incorporated under the laws of the State of Florida
on January 30, 2008 under the name of “Zhong Sen International Tea
Company”. From January 2008 to May 2013, the Company operated with
the principal business objective of providing sales and marketing
consulting services to small to medium sized Chinese tea producing
companies who wished to export and distribute high quality Chinese
tea products worldwide. On May 31, 2013 (the “Closing Date”), the
Company entered into a Merger Agreement (the “Merger Agreement”) by
and among the Company, Music of Your Life, Inc., a Nevada
corporation (“MYL Nevada”) incorporated October 10, 2012, and Music
of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"),
pursuant to which MYL Nevada merged with Merger Sub. As a result of
the merger, MYL Nevada became a wholly-owned subsidiary of the
Company, and on July 26, 2013, the Company changed its name to
Music of Your Life, Inc., a syndicated radio network. On May 20,
2014 the Company acquired 100% of the outstanding stock of iRadio,
Inc., a Utah corporation. The Company was the surviving
corporation. iRadio was an entity related to the Company by common
ownership.
Reverse Stock Splits
Effective June 20, 2018, the Company effectuated a 1 share for
4,000 shares reverse stock split which reduced the issued and
outstanding shares of common stock from 3,642,441,577 shares to
910,610 shares. Effective September 4, 2019, the Company
effectuated a 1 share for 400 shares reverse stock split which
reduced the issued and outstanding shares of common stock from
423,639,620 shares to 1,061,357 shares. The accompanying financial
statements have been retroactively adjusted to reflect these
reverse stock splits.
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 100,000 shares of our common stock to TMGI’s stockholders.
Following the merger, the Company had 102,277 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.
Acquisition of Global Nutrition Experience, Inc.
On November 21, 2019 (see Note 8), the Company merged with Global
Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of
a total of 193,000,000 shares of our common stock to GNE’s
stockholder. The GNE business plan is to license intellectual
property to third parties.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
NOTE 2 - LOANS RECEIVABLE – RELATED PARTY
During the year ended May 31, 2013, the Company loaned $174,950 to
the Company’s current chief executive in anticipation of the merger
agreement described in Note 1. The loans were non-interest bearing
and due on demand. Effective May 31, 2015, the Company agreed to
waive collection of $100,000 of the remaining $115,950 loans
receivable balance in exchange for the chief executive officer’s
agreement to waive payment of the $100,000 accrued consulting fees
balance due him at May 31, 2015. Effective May 31, 2020, the
Company agreed to waive collection of $15,950 of the remaining
loans receivable balance in exchange for the chief executive
officer’s agreement to waive payment of $15,950 accrued consulting
fees balance due him at May 31, 2020 (see Note 11). As of August
31, 2021, the balance due on this loan was $-0-.
NOTE 3 - MUSIC INVENTORY
Music inventory consisted of the following:
| |
|
August 31,
2021 |
|
May 31,
2021 |
|
Digital music acquired for use in operations – at cost |
|
$ |
21,648 |
|
|
$ |
21,648 |
|
|
Accumulated depreciation |
|
|
(18,021 |
) |
|
|
(17,339 |
) |
|
Music inventory – net |
|
$ |
3,627 |
|
|
$ |
4,309 |
|
The Company purchases digital music to broadcast over the radio and
internet. During the three months ended August 31, 2021, the
Company purchased $-0- worth of music inventory. For the three
months ended August 31, 2021 and 2020, depreciation of music
inventory was $682 and $867, respectively.
NOTE 4 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| |
|
August 31,
2021 |
|
May 31,
2021 |
| Due
to Company Chief Executive Officer pursuant to Consulting Agreement
dated March 1, 2017 – monthly compensation of $10,000 |
|
$ |
163,817 |
|
|
$ |
138,817 |
|
| Due to wife of
Company Chief Executive Officer pursuant to consulting agreement
effective August 16, 2018 – monthly compensation of $15,000 (which
was terminated May 31, 2021) |
|
|
318,100 |
|
|
|
318,100 |
|
| Due to mother of
Company Chief Executive Officer pursuant to Consulting Agreement
dated September 1, 2015 (which was terminated November 30, 2019) –
monthly compensation of $5,000 to November 30, 2019 |
|
|
131,350 |
|
|
|
131,350 |
|
| Due to service
provider pursuant to Consulting Agreement dated September 1, 2015
(which was terminated February 28, 2019) – monthly compensation of
$5,000 to February 28, 2019 |
|
|
144,700 |
|
|
|
144,700 |
|
| Due to service
provider pursuant to Consulting Agreement dated September 1, 2015
(which was terminated November 30, 2019) – monthly compensation of
$1,000 to November 30, 2019 |
|
|
48,000 |
|
|
|
48,000 |
|
| Due to
two other service providers |
|
|
52,000 |
|
|
|
52,000 |
|
| Total |
|
$ |
857,967 |
|
|
$ |
832,967 |
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
The accrued consulting fees balance changed as follows:
| |
|
Three Months
Ended
August 31, 2021 |
|
Year Ended
May 31, 2021 |
| Balance, beginning of
period |
|
$ |
832,967 |
|
|
$ |
614,600 |
|
| Compensation
expense accrued pursuant to consulting agreements |
|
|
30,000 |
|
|
|
300,000 |
|
|
Payments to consultants |
|
|
(5,000 |
) |
|
|
(81,633 |
) |
| Balance, end
of period |
|
$ |
857,967 |
|
|
$ |
832,967 |
|
See Note 9 (Commitments and Contingencies).
NOTE
5 - NOTES PAYABLE
Notes payable consisted of the following:
| |
|
August 31,
2021 |
|
May 31,
2021 |
| Notes
payable to an entity, non-interest bearing, due on demand,
unsecured |
|
$ |
7,500 |
|
|
$ |
7,500 |
|
| 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) |
|
|
8,600 |
|
|
|
8,600 |
|
| Convertible note
payable to an entity, interest at 10%, due on January 11, 2019, in
default, 15% default interest rate from January 11, 2019 (AA) |
|
|
23,167 |
|
|
|
23,167 |
|
| Convertible note
payable to an entity, interest at 10%, due on demand (CC) |
|
|
50,000 |
|
|
|
50,000 |
|
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
|
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 April 4, 2019, in
default (EE) |
|
|
— |
|
|
|
37,500 |
|
| Convertible note
payable to an entity, interest at 10%, due on September 18, 2019,
in default (FF) |
|
|
— |
|
|
|
22,500 |
|
| 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 10%, due on September 19, 2019,
in default (HH) |
|
|
175,720 |
|
|
|
200,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on November 13, 2019, in
default (JJ) |
|
|
33,730 |
|
|
|
56,055 |
|
| Convertible note
payable to an entity, interest at 10%, due on November 15, 2019, in
default (KK) |
|
|
— |
|
|
|
20,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on November 30, 2019, in
default (LL) |
|
|
— |
|
|
|
5,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on December 6, 2019, in
default (MM) |
|
|
— |
|
|
|
3,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on December 11, 2019, in
default (NN) |
|
|
— |
|
|
|
10,000 |
|
| Convertible note
payable to an entity, interest at 12%, due on March 10, 2020, in
default, 24% default interest rate from March 10, 2020 (OO) |
|
|
58,750 |
|
|
|
58,750 |
|
| Convertible note
payable to an entity, interest at 10%, due on September 12, 2020,
in default, net of discount of $-0- and $-0-, respectively
(PP) |
|
|
— |
|
|
|
12,500 |
|
| Convertible note
payable to an entity, interest at 12%, due on November 30, 2021 –
net of discount of $85,233 and $85,233, respectively (SS) |
|
|
84,767 |
|
|
|
84,767 |
|
| Note payable to
an entity, interest at 12%, due on December 30, 2021 (TT) |
|
|
50,000 |
|
|
|
50,000 |
|
| Note payable to
an entity, interest at 12%, due on April 15, 2022 (UU) |
|
|
55,000 |
|
|
|
55,000 |
|
| Note payable to
an entity, interest at 10%, due 12 months from each “Tranche” based
on the promissory note (VV) |
|
|
214,689 |
|
|
|
55,000 |
|
| 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 |
|
|
170,000 |
|
|
|
170,000 |
|
|
Notes payable to individuals,
non-interest bearing, due on demand |
|
|
103,476 |
|
|
|
103,476 |
|
| Total Notes
Payable |
|
|
1,448,294 |
|
|
|
1,366,430 |
|
| Less:
Current Portion |
|
|
(1,448,294 |
) |
|
|
(1,366,430 |
) |
|
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.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
(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 7 (Derivative
Liability).
(P) On June 3, 2016, the Company issued a $25,000 Promissory Note.
The note bears interest at a rate of 10% per annum and was due on
November 30, 2016.
(V) On May 3, 2017, the Company issued a $72,750 Convertible
Promissory Note to a lender as a replacement for the principal and
interest due on a promissory note due on October 14, 2014. The note
bears interest at a rate of 10% per annum, is due on demand, and is
convertible at the option of the lender into shares of the Company
common stock at a Conversion Price equal to $0.0001293 per
share.
(W) On April 5, 2017, the Company issued a $35,000 Convertible
Promissory Note to a lender as a replacement for the principal and
interest due on a promissory note due on August 23, 2015. The note
bears interest at a rate of 8% per annum, is due on demand, and is
convertible at the option of the lender into shares of the Company
common stock at a Conversion Price equal to 40% of the lowest
Trading Price during the 5 Trading Day period prior to the
Conversion Date. See Note 7 (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 7 (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 $0.00004 per share or 60%
of the lowest Trading Price during the 5 Trading Day period prior
to the Conversion Date.
(AA) On January 11, 2018, the Company issued a $500,000 Convertible
Promissory Note to a lender. During the quarter ended February 28,
2018, the Company borrowed $88,000 (of the $500,000), and received
net loan proceeds of $75,000. The note bears interest at a rate of
10% per annum 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 15 Trading Day period
prior to the Conversion Date. See Note 7 (Derivative Liability).
The maturity date for each tranche funded is twelve months from the
effective date of each payment.
(CC) On December 1, 2017, the Company issued a $50,000 Convertible
Promissory Note to a vendor in settlement of certain accrued
consulting fees of $50,000. The note bears interest at a rate of
10% per annum, is due on demand, and is convertible at the option
of the lender into shares of the Company common stock at a
Conversion Price equal to 60% of the lowest Trading Price during
the 20 Trading Day period prior to the Conversion Date. See Note 7
(Derivative Liability).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
(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 7 (Derivative Liability).
(EE) On April 4, 2018, the Company issued a $37,500 Convertible
Promissory Note (Tranche 2 of (AA) above) to a lender for net loan
proceeds of $35,500. The note bears interest at a rate of 10% per
annum, was due on April 4, 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 7
(Derivative Liability).
(FF) On September 18, 2018, the Company issued a $22,500
Convertible Promissory Note (Tranche 3 of (AA) above) to a lender
for net loan proceeds of $17,500. 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 7 (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 7
(Derivative Liability).
(HH) On December 19, 2018, the Company issued a $200,000
Convertible Promissory Note to a lender for net loan proceeds of
$169,000. The note bears interest at a rate of 10% per annum, was
due on September 19, 2019, 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 (i) the lowest Trading Price during
the 25 Trading Day period prior to December 19, 2018 or (ii) 50% of
the lowest Trading Price during the 25 Trading Day period prior to
the Conversion Date. See Note 7 (Derivative Liability).
(II) On February 4, 2019, the Company issued a $170,000 Convertible
Promissory Note to a lender for net loan proceeds of $149,955. The
note bears interest at a rate of 10% per annum, was due on August
4, 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 25 Trading Day period prior to
the Conversion Date. See Note 7 (Derivative Liability).
(JJ) On February 13, 2019, the Company issued a $75,000 Convertible
Promissory Note to a lender for net loan proceeds of $67,500. The
note bears interest at a rate of 10% per annum, was due on November
13, 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 7 (Derivative
Liability).
(KK) On November 15, 2018, the Company issued a $20,000 Convertible
Promissory Note (Tranche 4 of (AA) above) to a lender for net loan
proceeds of $20,000. The note bears interest at a rate of 10% per
annum, was due on November 15, 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 7
(Derivative Liability).
(LL) On November 30, 2018, the Company issued a $5,000 Convertible
Promissory Note (Tranche 5 of (AA) above) to a lender for net loan
proceeds of $5,000. The note bears interest at a rate of 10% per
annum, was due on November 30, 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 7
(Derivative Liability).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
(MM) On December 6, 2018, the Company issued a $3,000 Convertible
Promissory Note (Tranche 6 of (AA) above) to a lender for net loan
proceeds of $3,000. The note bears interest at a rate of 10% per
annum, was due on December 6, 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 7
(Derivative Liability).
(NN) On December 11, 2018, the Company issued a $10,000 Convertible
Promissory Note (Tranche 7 of (AA) above) to a lender for net loan
proceeds of $10,000. The note bears interest at a rate of 10% per
annum, was due on December 11, 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 7
(Derivative Liability).
(OO) On June 10, 2019, the Company issued a $58,750 Convertible
Promissory Note to a lender for net loan proceeds of $50,000. The
note bears interest at a rate of 12% per annum (24% per annum
default rate), is due on March 10, 2020, 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 25 Trading Day period prior to the Conversion Date. See Note 7
(Derivative Liability).
(PP) On September 5, 2019, the Company issued a $12,500 Convertible
Promissory Note to a lender for net loan proceeds of $10,000. The
note bears interest at a rate of 10% per annum, is due on September
5, 2020, 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 7 (Derivative Liability).
(QQ) On October 23, 2019, the Company issued a $260,000 Convertible
Promissory Note to a lender for net loan proceeds of $234,000. The
note bears interest at a rate of 10% per annum, is due on April 23,
2020, 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 25 Trading Day period prior to the
Conversion Date. See Note 7 (Derivative Liability).
(RR) On August 20, 2020, the Company issued a $385,000 Convertible
Promissory Note to a lender which paid off the principal and
accrued interest for the note described in (QQ) above. The note
bears interest at a rate of 10% per annum, is due on August 20,
2021, 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) the closing bid price of the Common Stock on the Trading Day
immediately preceding the date of the conversion, or (2) the par
value of the Common Stock. See Note 7 (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 7
(Derivative Liability).
(TT) On December 30, 2020, the Company issued a $50,000 Promissory
Note. The note bears interest at a rate of 12% per annum and is due
on December 30, 2021.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
(UU) On April 15, 2021, the Company issued a $55,000 Convertible
Promissory Note to a lender for net loan proceeds of $45,000. The
note bears interest at a rate of 12% per annum, is due on April 15,
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) $0.0009, or (2) the par value of the Common Stock.
(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 12 months from the original “Tranche” date of
each note. The note 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 1 trading
price of the common stock for the previous 15 day trading
period.
Concentration of Notes Payable:
The principal balance of the notes payable was due to:
| |
|
August 31, 2021 |
|
May 31, 2021 |
| |
|
|
|
|
|
Lender A |
|
$ |
23,167 |
|
|
$ |
23,167 |
|
|
Lender B |
|
|
284,470 |
|
|
|
284,470 |
|
|
Lender C |
|
|
225,000 |
|
|
|
225,000 |
|
|
Lender D |
|
|
214,689 |
|
|
|
110,500 |
|
|
14 other lenders |
|
|
786,201 |
|
|
|
808,526 |
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
|
1,533,527 |
|
|
|
1,451,663 |
|
| |
|
|
|
|
|
|
|
|
|
Less debt discounts |
|
|
(85,233 |
) |
|
|
(85,233 |
) |
| |
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,448,294 |
|
|
$ |
1,366,430 |
|
NOTE
6 - NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
| |
|
August 31,
2021 |
|
May 31,
2021 |
| 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 |
|
|
6,228 |
|
|
|
— |
|
|
Convertible note payable to John D. Thomas P.C. (Company law firm
and owner of 2,500 shares of common stock since August 16, 2018),
interest at 10%, due on demand, convertible at the option of the
lender into shares of Company common stock equal to 60% of the
lowest Trading Price during the 20 Trading Day period prior to the
Conversion Date. See Note 7 (Derivative Liability) |
|
|
50,000 |
|
|
|
50,000 |
|
| Total Notes
Payable |
|
|
127,551 |
|
|
|
121,323 |
|
| Less:
Current Portion |
|
|
(127,551 |
) |
|
|
(121,323 |
) |
|
Long-Term Notes Payable |
|
$ |
— |
|
|
$ |
— |
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
NOTE 7 - DERIVATIVE LIABILITY
The derivative liability at August 31, 2021 and May 31, 2020
consisted of:
| |
|
August 31, 2021 |
|
May 31, 2021 |
| |
|
Face Value |
|
Derivative Liability |
|
Face Value |
|
Derivative Liability |
|
Convertible note payable issued December 29, 2015, due December 29,
2016 (M) |
|
$ |
40,000 |
|
|
$ |
48,000 |
|
|
$ |
40,000 |
|
|
$ |
48,000 |
|
|
Convertible note payable issued April 5, 2017, due on demand
(W) |
|
|
29,000 |
|
|
|
58,000 |
|
|
|
29,000 |
|
|
|
58,000 |
|
|
Convertible note payable issued April 5, 2017, due on demand
(X) |
|
|
21,500 |
|
|
|
43,000 |
|
|
|
21,500 |
|
|
|
43,000 |
|
|
Convertible note payable issued January 11, 2018, due on January
11, 2019 (AA) |
|
|
23,167 |
|
|
|
27,800 |
|
|
|
23,167 |
|
|
|
27,800 |
|
|
Convertible note payable issued December 1, 2017, due on demand
(BB) |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Convertible note payable issued December 1, 2017, due on demand
(CC) |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Convertible note payable issued March 5, 2018, due on March 5, 2019
(DD) |
|
|
35,000 |
|
|
|
42,000 |
|
|
|
35,000 |
|
|
|
42,000 |
|
|
Convertible note payable issued April 4, 2018, due on April 4, 2019
(EE) |
|
|
37,500 |
|
|
|
45,000 |
|
|
|
37,500 |
|
|
|
45,000 |
|
|
Convertible note payable issued September 18, 2018, due on
September 18, 2019 (FF) |
|
|
22,500 |
|
|
|
27,000 |
|
|
|
22,500 |
|
|
|
27,000 |
|
|
Convertible note payable issued September 18, 2018, due on
September 18, 2019 (GG) |
|
|
8,506 |
|
|
|
10,208 |
|
|
|
8,506 |
|
|
|
10,208 |
|
|
Convertible note payable issued December 19, 2018, due on September
19, 2019 (HH) |
|
|
200,000 |
|
|
|
223,384 |
|
|
|
200,000 |
|
|
|
223,384 |
|
|
Convertible note payable issued February 4, 2019, due on August 4,
2019 (II) |
|
|
170,000 |
|
|
|
151,009 |
|
|
|
170,000 |
|
|
|
151,009 |
|
|
Convertible note payable issued February 13, 2019, due on November
13, 2019 (JJ) |
|
|
75,000 |
|
|
|
80,314 |
|
|
|
75,000 |
|
|
|
80,314 |
|
|
Convertible note payable issued November 15, 2018, due on November
15, 2019 (KK) |
|
|
20,000 |
|
|
|
24,000 |
|
|
|
20,000 |
|
|
|
24,000 |
|
|
Convertible note payable issued November 30, 2018, due on November
30, 2019 (LL) |
|
|
5,000 |
|
|
|
6,000 |
|
|
|
5,000 |
|
|
|
6,000 |
|
|
Convertible note payable issued December 6, 2018, due on December
6, 2019 (MM) |
|
|
3,000 |
|
|
|
3,600 |
|
|
|
3,000 |
|
|
|
3,600 |
|
|
Convertible note payable issued December 11, 2018, due on December
11, 2019 (NN) |
|
|
10,000 |
|
|
|
12,000 |
|
|
|
10,000 |
|
|
|
12,000 |
|
|
Convertible note payable issued June 10, 2019, due on March 10,
2020 (OO) |
|
|
58,750 |
|
|
|
70,500 |
|
|
|
58,750 |
|
|
|
70,500 |
|
|
Convertible note payable issued September 5, 2019, due on September
5, 2020 (PP) |
|
|
12,500 |
|
|
|
15,000 |
|
|
|
12,500 |
|
|
|
15,000 |
|
|
Convertible note payable issued October 23, 2019, due on April 23,
2020 (QQ) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Convertible note payable issued November 30, 2020, due on November
30, 2021 (SS) |
|
|
170,000 |
|
|
|
1,020,000 |
|
|
|
170,000 |
|
|
|
1,020,000 |
|
|
Totals |
|
$ |
1,041,423 |
|
|
$ |
2,006,815 |
|
|
$ |
1,041,423 |
|
|
$ |
2,006,815 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
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, 2021 and May 31, 2021 include (1) stock
price of $0.0006 per share, (2) exercise prices ranging from
$0.0001 to $0.0005 per share, (3) terms ranging from 0 days to 183
days, (4) expected volatility of 996% and (5) risk free interest
rates ranging from 0.01% to 0.03%.
Concentration of Derivative Liability:
The derivative liability relates to convertible notes payable due
to:
| |
|
August 31, 2021 |
|
May 31, 2021 |
| |
|
|
|
|
|
Lender A |
|
$ |
27,801 |
|
|
$ |
27,801 |
|
|
Lender B |
|
|
293,884 |
|
|
|
293,884 |
|
|
Lender C |
|
|
1,171,009 |
|
|
|
1,171,009 |
|
|
Lender D |
|
|
80,316 |
|
|
|
80,316 |
|
|
Lender E |
|
|
82,600 |
|
|
|
82,600 |
|
|
6 other lenders |
|
|
351,205 |
|
|
|
351,205 |
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,006,815 |
|
|
$ |
2,006,815 |
|
NOTE 8 - EQUITY TRANSACTIONS
On October 3, 2016, the Company amended its Articles of
Incorporation to increase the number of authorized shares of common
stock from 500,000,000 to 2,000,000,000 shares and to change the
par value of both the common stock and preferred stock from $0.001
per share to $0.0001 per share.
On November 9, 2016, the Company amended its Articles of
Incorporation to increase the number of authorized shares of common
stock from 2,000,000,000 to 10,000,000,000 shares and to amend the
voting rights for the Series A Preferred Stock. As amended, each
share of Series A Preferred Stock shall have voting rights equal to
four times the sum of (a) all shares of Common Stock issued and
outstanding at the time of voting; plus (b) the total number of
votes of all other classes of preferred stock which are issued and
outstanding at the time of voting; divided by (c) the number of
shares of Series A Preferred Stock issued and outstanding at the
time of voting. The Series A Preferred Stock has no conversion,
liquidation, or dividend rights.
On August 16, 2018, the Company entered into a Merger Agreement by
and among the Company, and The Marquie Group, Inc., a Utah
Corporation (“TMG”), pursuant to with the Company merged with TMG.
The Company is the surviving corporation. Each shareholder of TMG
received one (1) share of common stock of the Company for every one
(1) share of TMG common stock held as of August 16, 2018. In
accordance with the terms of the merger agreement, all of the
shares of TMG held by TMG shareholders were cancelled, and 100,000
shares of common stock of the Company were issued to the TMG
shareholders.
TMG was incorporated on August 3, 2018. The merger provides the
Company with certain registered trademarks and intellectual
property of TMG with respect to health, beauty, and social
networking products. The three stockholders of TMG prior to the
merger who received the 100,000 shares are (1) Marc Angell (CEO of
the Company) and Jacquie Angell (50,000 shares), (2) The OZ
Corporation (holder of $103,250 of Company notes payable at May 31,
2019 and February 29, 2020) (25,000 shares), and (3) John Thomas
P.C. (Company law firm and holder of $52,073 of Company notes
payable at May 31, 2019 and February 29, 2020) (25,000 shares).
Pursuant to ASC 805-50-30-5 relating to transactions between
entities under common control, the intellectual property of TMG
(and the issuance of the 100,000 shares of common stock) were
recorded at $-0-, the historical cost of the property to TMG.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
On August 28, 2019, the Securities and Exchange Commission (the
“SEC”) issued a Notice of Qualification regarding a Form 1-A filed
by the Company in connection with the Company’s offering of up to
1,333,333,333 shares of common stock at a price of $0.0075 per
share or a total offering of $10,000,000. The end date of the
offering is August 28, 2020. On December 26, 2019, the Company
amended its Form 1-A Offering Circular to reduce the offering price
from $0.0075 per share to $0.0035 per share. As part of this
offering, during the three months ended February 29, 2020, the
Company issued an aggregate of 58,438,096 shares of common stock
for cash in the amount of $287,200.
On November 21, 2019, the Company merged with Global Nutrition
Experience, Inc. (“GNE”) in exchange for the issuance of a total of
160,000,000 shares of our common stock to GNE’s stockholders.
Following the merger, the Company had 161,061,647 shares of common
stock issued and outstanding. GNE was incorporated on November 21,
2019. The stockholder of GNE prior to the merger who received the
160,000,000 shares was the Angell Family Trust. Pursuant to ASC
805-50-30-5 relating to transactions between entities under common
control, the intellectual property of GNE (and the issuance of the
160,000,000 shares of common stock) were recorded at $-0-, the
historical cost of the property to GNE. During the three months
ended February 29, 2020, the Company issued an additional
33,000,000 shares of common stock as part of the merger.
During the year ended May 31, 2021, the Company issued an aggregate
of 4,304,842,121 shares of common stock for the conversion of notes
payable and accrued interest in the aggregate amount of $835,050.
We incurred a loss on the conversion of notes payable and accrued
interest of $1,445,042, which represents the excess of the
$2,280,092 fair value of the 4,304,842,121 shares at the dates of
conversion over the $835,050 amount of debt satisfied.
During the three months ended August 31, 2021, the Company issued
an aggregate of 2,848,115,857 shares of common stock for the
conversion of notes payable and accrued interest in the aggregate
amount of $49,606. We incurred a loss on the conversion of notes
payable and accrued interest of $1,423,492, which represents the
excess of the $1,473,098 fair value of the 2,848,115,857 shares at
the dates of conversion over the $49,606 amount of debt
satisfied.
At August 31, 2021, there are no stock options or warrants
outstanding.
NOTE
9 - 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 4 – Accrued
Consulting Fees). The Consulting Agreement with the Company’s Chief
Executive Officer provides for monthly compensation of $10,000. The
Consulting Agreement with the wife of the Company’s Chief Executive
Officer provided for monthly compensation of $15,000 and expired on
May 31, 2021. The Consulting Agreement with the mother of the
Company’s Chief Executive Officer provided for monthly compensation
of $5,000 and was terminated as of November 30, 2019. The other 3
consulting agreements provided for monthly compensation totaling
$6,500 and were terminated as of November 30, 2019.
Corporate Consulting Agreement
On March 14, 2018, the Company executed a Corporate Consulting
Agreement (the “Agreement”) with a consulting firm entity (the
“Consultant”). The Agreement provided for the Consultant to perform
certain investor relations and other services for the Company. The
term of the Agreement was 4 months but the Agreement provided that
the Company could terminate the Agreement for any reason at any
time upon 5 days written prior notice. The Agreement provided for 8
payments of cash fees totaling $240,000 to be paid to the
Consultant over 4 months.
On April 1, 2018, the Company notified the Consultant that the
Agreement was terminated. A total of $25,000 was paid to the
Consultant in March 2018 which was expensed and included in
“Salaries and Consulting Fees” in the Consolidated Statement of
Operations for the year ended May 31, 2018. No other amounts were
accrued at August 31, 2020 and May 31, 2020.
On October 16, 2018 (see Note 8), 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.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2021
(Unaudited)
Consulting Agreement with New Jersey Entity
On
December 5, 2019 and January 13, 2020, the Company paid $50,000 and
$50,000, respectively to a consulting firm entity (the
“Consultant”) pursuant to Consulting Agreements dated December 4,
2019 and January 11, 2020. The Consulting Agreements provide for
the Consultant to perform certain strategic planning, business
development, and investor relations services for the Company for
total compensation of $100,000 cash (which was expensed and
included in “Other Selling, General and Administrative Expenses” in
the Consolidated Statement of Operations for the three months ended
February 29, 2020. The terms of the Consulting Agreements are for
90 days each.
NOTE 10 - 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, 2021,
the Company had negative working capital of $4,907,551 and an
accumulated deficit of $13,362,778. 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, 2022 and with the
expected cash requirements for the coming year, there is
substantial doubt as to the Company’s ability to continue
operations.
The Company is attempting to improve these conditions by way of
financial assistance through issuances of notes payable and
additional equity and by generating revenues through sales of
products and services.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
NOTE 11 – SUBSEQUENT EVENTS
From September 1, 2021 to October 15, 2021, the Company issued a
total of 740,000,000 shares of its common stock for the conversion
of notes payable and accrued interest in the aggregate amount of
$14,300. The $437,700 excess of the $452,000 fair value of the
740,000,000 shares at the dates of conversion over the $14,300 of
debt satisfied will be charged to “Loss on conversion of notes
payable and accrued interest” in the three months ended November
30, 2021.
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. (“TMGI), is a direct-to-consumer sales and
marketing company with an exclusive pipeline of innovative health
and beauty products. The Company markets these products through its
wholly owned subsidiary Music of Your Life, a syndicated radio
network heard nationwide on AM, FM and HD terrestrial radio
stations, and simulcast over the internet. This is made possible by
30 and 60 second commercials airing every hour which are targeted
toward the Music of Your Life listening audience. Broadcasting more
than 40 years, Music of Your Life is the longest running music
radio format in syndication.
Expenses which comprise the costs of goods sold will include
licensing agreements and royalties, as well as operational and
staffing costs related to the management of the Company’s
syndicated radio network, product development and product marketing
costs. General and administrative expenses are comprised of
administrative wages; office expenses; outside legal, accounting,
and other professional fees; travel and other miscellaneous office
and administrative expenses. Selling and marketing expenses include
selling/marketing wages and benefits, advertising and promotional
expenses, as well as travel and other miscellaneous related
expenses.
Because we have incurred losses, income tax expenses are
immaterial. No tax benefits have been booked related to operating
loss carryforwards, given our uncertainty of being able to utilize
such loss carryforwards in future years. We anticipate incurring
additional losses during the coming year.
RESULTS OF OPERATION
Following is management’s discussion of the relevant items
affecting results of operations for the three months ended August
31, 2021 and 2020.
Revenues. The Company generated no net revenues during the
three months ended August 31, 2021 compared to $60 during the three
months ended August 31, 2020. Revenues were generated from spot
sales on our syndicated radio network.
Cost of Sales. Our cost of sales were $-0- for the three
months ended August 31, 2021 and 2020. Our cost of sales in the
future will consist principally of licensing costs and royalties
associated with our syndicated radio network, other related
services provided directly or outsourced through our affiliates, as
well as operational and staffing costs with respect thereto.
Salaries and Consulting Fees. Accrued salaries and
consulting fees were $30,000 and $76,000 for the three months ended
August 31, 2021 and 2020, respectively. We expect that salaries and
consulting expenses will increase as we add personnel to build our
multi-media entertainment business.
Professional Fees. Professional fees were $-0- and $19,239
for the three months ended August 31, 2021 and 2020, 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 did not
incur any professional fees during the quarter ended August 31,
2021. 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 $4,161 and $7,989
for the three months ended August 31, 2021 and 2020, 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 $1,566,380 for the three months ended August 31, 2021 compared
to net other expenses of $2,274,350 for the three months ended
August 31, 2020. During the three months ended August 31, 2020 the
company recorded expense on the change in the fair value of the
derivative liability in the amount of $1,582,005. During the three
months ended August 31, 2021 and 2020, other expenses incurred were
also comprised of interest expenses related to notes payable in the
amount of $142,888 and $156,782, which included the amortization of
debt discounts of $-0- and $14,745, respectively. During the three
months ended August 31, 2021 and 2020, the Company recorded a loss
on the conversion of notes payable and accrued interest in the
amount of $1,423,492 and $535,563, respectively, based on
difference between the fair market value of the stock at issuance
and the amount of notes payable and accrued interest converted.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2021, 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,
2021 of $4,907,551 and $13,362,778, 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, 2021 of
$1,600,541. 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, 2021 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.
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 8 in the notes to the financial statements.
With respect to the transactions in Note 8 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 14 notes
payable aggregating $606,872 at August 31, 2021. See Note 5 to the
Consolidated Financial Statements.
Item 4. Mine Safety
Disclosures
Not Applicable.
Item 5. Other
Information.
None.
Item 6. Exhibits.
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 26, 2021 |
By: |
/s/
Marc Angell |
| |
|
Marc
Angell |
| |
|
Chief
Executive Officer |
| |
|
(Duly
Authorized Officer and Principal Executive Officer) |
| |
|
|
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