UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
For the year ended May 31, 2022
|
| ☐ |
|
TRANSITION REPORT UNDER 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. Employer
Identification No.)
|
| |
|
|
|
7901 4th St. N, Ste. 4000
St. Petersburgh, FL
|
|
33702
|
| (Address of principal executive
offices) |
|
(Zip Code) |
(800) 351-3021
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
|
None |
|
N/A |
| Title of each class |
|
Name of each exchange on which
registered |
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the
Act None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of
the Act. Yes ☐ No ☒
Indicate by check mark whether the issuer (1) filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant 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 website, 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 checkmark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
☒
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 ☐ |
|
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
Based on the closing price of our common stock as listed on the OTC
Bulletin Board, the aggregate market value of the common stock of
The Marquie Group, Inc. held by non-affiliates as of November 30,
2021 was $1,008,505.
As
of July 26, 2022, there were 16,189,732 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Please see the note under “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operation,” for a
description of special factors potentially affecting
forward-looking statements included in this report.
PART I
ITEM 1. BUSINESS.
Company History
The Company was incorporated on January 30, 2008, in the State of
Florida, as Maximum Consulting, Inc. and shortly thereafter changed
its name to ZhongSen International Tea Company, with the principal
business objective of providing sales and marketing consulting
services to small to medium sized Chinese tea producing companies
who wish to export and distribute high quality Chinese tea products
worldwide. The Company commenced business activities in August
2008, when it entered into a related party Sales and Marketing
Agreement with Yunnan ZhongSen Group, Ltd. However, due to lack of
capital, the Company was unable to implement its business plan
fully. On May 31, 2013, the Company entered into an acquisition
agreement (the “Acquisition”) with Music of Your Life, Inc., a
Nevada corporation (“MYL Nevada”). As a result of the Acquisition,
MYL Nevada is a wholly owned subsidiary of the Company, and the
Company operated as a syndicated radio network. The Company changed
its name to Music of Your Life, Inc. effective July 26, 2013.
With the dramatic increase in music licensing fees and the decrease
in traditional radio advertising formats, the Company found it
difficult to achieve profitability with its Music of Your Life
syndication radio service. In response to this, the Company began
to explore partnering with products to be marketed through radio
spots on the Company’s wide-reaching radio network. On August 16,
2018, the Company merged into The Marquie Group, Inc. (see below),
a development stage health and beauty company for the exclusive
right to market and sell the products under development.
Acquisition of The Marquie Group, Inc.
On August 16, 2018 the Company merged with The Marquie Group, Inc.
(“TMG”) in exchange for the issuance of a total of 100,000 shares
of our common stock to TMG’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.” On February 22, 2018 our FINRA symbol changed from
“MYLI” to “TMGI.”
Operational Overview
The Marquie Group 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.
Our Business Strategy
With the dramatic increase in music licensing fees and the decrease
in traditional radio advertising formats, the Company found it
difficult to achieve profitability with its Music of Your Life
syndication radio service. In response to this, the Company began
to explore partnering with a product line to be marketed through
radio spots on the Company’s wide-reaching radio network. The
merger with The Marquie Group provides access to a developing
health and beauty line of products called “Whim” to market and sell
directly to the consumer through a series of radio commercials and
on the Company website at musicofyourlife.com. The Whim product
line includes a regime of face care products and other beauty
products as they become available.
Objectives
Our objective is to sell unique and well-branded products to the
Music of Your Life listening audience through a series of local and
nationwide radio commercials. To accomplish this objective, the
Company will continue to explore relationships with product
manufacturers for the rights to sell their products directly,
circumventing the traditional advertising agency approach.
Market Advantage
Music of Your Life can be heard on AM, FM, and HD terrestrial radio
stations across the United States and worldwide over the Internet.
This well-established listener base gives the company a strong
market advantage over the typical Internet radio service. Using
cutting edge, low-cost technology for program delivery with the
Barix system, the Company operates at lower overhead than its
larger competitors.
Competition
Competition in the radio industry is fierce, however, the
traditional style of delivering syndicated programming is limited
to just a handful of offerings. Most of these competing services
offer a wide range of programming with the potential to reach
millions of listeners. However, these businesses rely upon
advertising agencies for their commercials without the flexibility
to partner directly with the companies offering goods and services.
This can be a benefit to our competitors as these ad agencies
usually produce profitable results. However, this is also a very
expensive method for producing revenue.
Employees
As of May 31, 2022, Marc Angell (Director and Chief Executive
Officer) is the only non-employee officers and/or directors of the
Company. The Company has no official employees. We currently
have one part-time production person, an outside accountant, and an
outside lawyer. Certain other executive positions have been
identified, and we intend to fill these positions. Additional other
support staff and other personnel will be hired when there is
adequate capital available to do so.
We have undertaken preliminary investigations concerning candidates
for the above positions and do not currently anticipate difficulty
in filling such positions with qualified persons; however, we
cannot assure you that we will in fact be able to hire qualified
persons for such positions when needed. Additional positions to be
filled may be identified from time to time by the Company. We
expect to be able to attract and retain such additional employees
as are necessary, commensurate with the anticipated future
expansion of our business. Further, we expect to continue to use
consultants, contract labor, attorneys, and accountants as
necessary.
The loss of our CEO Marc Angell would likely have a material
adverse effect on the Company. We intend to reduce this risk by
obtaining key-man insurance if affordable insurance coverage may be
obtained. We cannot assure you that the Company will be able to
obtain such insurance or that the Company will be successful in
recruiting needed personnel.
Available Information
The Marquie Group, Inc. is subject to the information requirements
of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files quarterly and annual reports, as well as
other information with the Securities and Exchange Commission
(“Commission”) under File No. 000-54163. Such reports and other
information filed with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates,
and at various regional and district offices maintained by the
Commission throughout the United States. Information about the
operation of the Commission’s public reference facilities may be
obtained by calling the Commission at 1-800-SEC-0330. The
Commission also maintains a website at http://www.sec.gov
that contains reports and other information regarding the Company
and other registrants that file electronic reports and information
with the Commission.
ITEM 1A. RISK FACTORS.
Since we are a smaller reporting company, we are not required to
supply the information required by this Item 1A.
ITEM 1B. UNRESOLVED STAFF
COMMENTS.
None.
ITEM 2.
PROPERTIES.
The Marquie Group’s corporate office is located at 7901
4th St. N., Ste. 4000, St. Petersburgh, FL 33702,
telephone number, 800-351-3021. As the company continues to grow,
the facilities and employment-related expenses will likely increase
significantly. We believe that our office facilities are suitable
and adequate for our operations as currently conducted and
contemplated.
ITEM 3. LEGAL
PROCEEDINGS.
The Company currently has no litigation pending, threatened or
contemplated, or unsatisfied judgments.
ITEM 4. MINE SAFETY
DISCLOSURES
Not Applicable.
PART II
ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock is listed on OTC Pink under the symbol “TMGI”. We
had approximately 2,258 registered holders of our common stock as
of May 31, 2022. Registered holders do not include those
stockholders whose stock has been issued in street name. The last
reported price for our common stock on August 25, 2022 was $0.0082
per share.
The following table reflects the high and low closing sales prices
per share (as adjusted for the April 21, 2022 1 share for 1,000
shares reverse stock split) of our common stock during each
calendar quarter as reported on the OTCQB, during the two fiscal
years ended May 31:
| |
|
|
| |
|
Price
Range(1) |
| |
|
High |
|
Low |
| Fiscal May 31,
2022 |
|
|
|
|
|
Fourth quarter |
|
$ |
0.20 |
|
|
$ |
0.05 |
|
|
Third quarter |
|
$ |
0.20 |
|
|
$ |
0.05 |
|
|
Second quarter |
|
$ |
0.80 |
|
|
$ |
0.10 |
|
|
First quarter |
|
$ |
0.70 |
|
|
$ |
0.30 |
|
| |
|
|
|
|
|
|
|
|
| Fiscal May 31,
2021 |
|
|
|
|
|
|
|
|
|
Fourth quarter |
|
$ |
1.90 |
|
|
$ |
0.06 |
|
|
Third quarter |
|
$ |
4.00 |
|
|
$ |
0.10 |
|
|
Second quarter |
|
$ |
0.20 |
|
|
$ |
0.10 |
|
|
First quarter |
|
$ |
1.10 |
|
|
$ |
0.10 |
|
| |
|
|
|
|
|
|
|
|
____________________
|
(1) |
The above quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or
commission and may not necessarily represent actual
transactions. |
Dividends and Distributions
We have not paid any cash dividends on our common stock since
inception and do not anticipate paying cash dividends in the
foreseeable future. We expect that that any future earnings will be
retained for use in developing and/or expanding our business.
Sales of Unregistered Securities
Effective April 21, 2022, the Company effectuated a 1 for 1,000
reverse split of the Company’s Common Stock (“Reverse Split”),
meaning that each 1,000 shares of Common Stock is consolidated into
1 share of Common Stock following the reverse split, provided
however, that fractional shares would be rounded up to the nearest
whole share. Following the Reverse Split, the Company had
16,189,732 common shares issued and outstanding.
On August 16, 2018 (the “Closing Date”), Music of Your Life, Inc.
(the “Company”) entered into a Merger Agreement (the “Merger
Agreement”) by and among the Company, and The Marquie Group, Inc.,
a Utah corporation ("TMG"), pursuant to which the Company merged
with TMG. The Company was 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 (as adjusted for the
September 4, 2019 1 share for 400 shares stock split) of the
Company were issued to the TMG shareholders. A majority of these
shares, 50,000 shares of common stock of the Company were issued to
Marc and Jacquie Angell, affiliates of the Company. This is
considered a related party transaction. The TMG merger will provide
the Company with access to certain registered trademarks and
intellectual property with respect to health, beauty and social
networking products.
With respect to the transactions noted above. 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.
Penny Stock Rules
The SEC has also adopted rules that regulate broker-dealer
practices in connection with transactions in “penny stocks” as such
term is defined by Rule 15g-9. Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on
the NASDAQ system provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange or system).
Our shares constitute penny stocks under the Exchange Act. The
shares may remain penny stocks for the foreseeable future. The
classification of our shares as penny stocks makes it more
difficult for a broker-dealer to sell the stock into a secondary
market, which makes it more difficult for a purchaser to liquidate
his or her investment. Any broker-dealer engaged by the purchaser
for the purpose of selling his or her shares in MYL will be subject
to the penny stock rules.
The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document approved by the
SEC, which: (i) contains a description of the nature and level of
risk in the market for penny stocks in both public offerings and
secondary trading; (ii) contains a description of the broker’s or
dealer’s duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such
duties or other requirements of the Securities Act; (iii) contains
a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread
between the bid and ask price; (iv) contains a toll-free telephone
number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (vi) contains such other information
and is in such form as the SEC shall require by rule or regulation.
The broker-dealer also must provide to the customer, prior to
effecting any transaction in a penny stock, (i) bid and offer
quotations for the penny stock; (ii) the compensation of the
broker-dealer and its salesperson in the transaction; (iii) the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and (iv) monthly account statements showing
the market value of each penny stock held in the customer’s
account.
In addition, the penny stock rules require that, prior to a
transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and
receive the purchaser’s written acknowledgment of the receipt of a
risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written
suitability statement. These disclosure requirements will have the
effect of reducing the trading activity in the secondary market for
our stock because it will be subject to these penny stock rules.
Therefore, stockholders may have difficulty selling those
securities.
ITEM 6. SELECTED FINANCIAL
DATA.
Not required.
ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward-Looking Statements
This report contains forward-looking statements that involve risks
and uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are likely
to differ materially from those anticipated in these
forward-looking statements for many reasons.
Overview
The Marquie Group 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.
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 Operations
Following is management’s discussion of the relevant items
affecting results of operations for the years ended May 31, 2022
and 2021.
Revenues. The Company generated $-0- in net revenues for the
year ended May 31, 2022, as compared to $60 for the year ended May
31, 2021. Revenues were generated from spot sales, from the live
radio programming through radio stations around the country and
over the Internet.
Cost of Sales. Our cost of sales was $-0- for both years
ended May 31, 2022 and 2021. Our cost of sales in the future will
consist principally of licensing costs and royalties associated
with our syndicated radio network, other related services provided
directly or outsourced through our affiliates, as well as
operational and staffing costs with respect thereto.
Salaries and Consulting Expenses. Accrued salaries and
consulting expenses for the year ended May 31, 2022 were $120,000
as compared to $305,000 for the year ended May 31, 2021. We expect
that salaries and consulting expenses, that are cash-based instead
of share-based, will increase as we add personnel to build our
multi-media entertainment business.
Professional Fees. Professional fees for the year ended May
31, 2022 were $97,162 as compared to $102,924 for the year ended
May 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 $45,403 for the
year ended May 31, 2022 as compared to $63,398 for the year ended
May 31, 2021. We anticipate that Other SG&A expenses will
increase commensurate with an increase in our operations.
Other Income (Expense). The Company had net other expense of
$3,853,387 for the year ended May 31, 2022 as compared to
$2,397,922 for the year ended May 31, 2021. For the year ended May
31, 2022, the company recorded a gain on settlement of debt in the
amount of $260,032, incurred interest expense of $645,021, expense
from derivative liability of $526,690 and loss on conversion of
notes payable and accrued interest of $2,941,708. For the year
ended May 31, 2021, the company incurred interest expense of
$989,810, income from derivative liability of $36,930 and loss on
conversion of notes payable and accrued interest of $1,445,042.
Liquidity and Capital Resources
As of May 31, 2022, our primary source of liquidity consisted of
$353 in cash and cash equivalents. We hold most of our cash
reserves in local checking accounts with local financial
institutions. 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 an
accumulated deficit at May 31, 2022 of $15,878,189 and are
currently experiencing a substantial shortfall in operating capital
which raises doubt about our ability to continue as a going
concern. We generated a net loss for the year ended May 31, 2022 of
$4,115,952. 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
We believe the following more critical accounting policies are used
in the preparation of our financial statements:
Use of Estimates. The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates. On a periodic basis, management reviews those
estimates, including those related to valuation allowances, loss
contingencies, income taxes, and projection of future cash
flows.
Research and Development. Research and development costs are
charged to operations when incurred and are included in operating
expenses.
Recent Accounting Pronouncements
There were various accounting standards and interpretations
recently issued, none of which are expected to a have a material
impact on the Company's consolidated financial position, operations
or cash flows.
Forward-Looking Statements
This report contains or incorporates by reference forward-looking
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 concerning our future
business plans and strategies, the receipt of working capital,
future revenues and other statements that are not historical in
nature. In this report, forward-looking statements are often
identified by the words “anticipate,” “plan,” “believe,” “expect,”
“estimate,” and the like. These forward-looking statements reflect
our current beliefs, expectations and opinions with respect to
future events, and involve future risks and uncertainties which
could cause actual results to differ materially from those
expressed or implied.
Other uncertainties that could affect the accuracy of
forward-looking statements include:
• the worldwide economic situation;
• any changes in interest rates or inflation;
|
• |
the
willingness and ability of third parties to honor their contractual
commitments; |
|
• |
our
ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition for
risk capital; |
|
• |
our
capital expenditures, as they may be affected by delays or cost
overruns; |
|
• |
environmental and other regulations, as the same
presently exist or may later be amended; |
|
• |
our
ability to identify, finance and integrate any future acquisitions;
and |
|
• |
the
volatility of our common stock price. |
This list is not exhaustive of the factors that may affect any of
our forward-looking statements. You should read this report
completely and with the understanding that our actual future
results may be materially different from what we expect. These
forward-looking statements represent our beliefs, expectations and
opinions only as of the date of this report. We do not intend to
update these forward-looking statements except as required by law.
We qualify all of our forward-looking statements by these
cautionary statements.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.
|
CONTENTS |
|
|
|
Page |
| Report of Independent Registered Public
Accounting Firm |
|
13 |
| |
|
|
| Consolidated Balance Sheets |
|
15 |
| |
|
|
| Consolidated Statements of Operations |
|
16 |
| |
|
|
| Consolidated Statements of Stockholders’
Deficit |
|
17 |
| |
|
|
| Consolidated Statements of Cash Flows |
|
18 |
| |
|
|
| Notes to the Consolidated Financial
Statements |
|
19 |
Gries & Associates, LLC
Certified Public Accountants
501 S. Cherry Street Suite 1100
Denver, Colorado 80246
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
The
Marquie Group, Inc.
Opinion on the Financial Statements
We
have audited the accompanying consolidated balance sheet of The
Marquie Group, Inc. (the “Company”) as of May 31, 2022, and the
related consolidated statements of operations, statements of
stockholders’ deficit, and cash flows for the year then ended, and
the related notes and schedules (collectively referred to as the
“financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of May 31, 2022, and the results of its operations
and its cash flows for each of the years then ended, in conformity
with accounting principles generally accepted in the United States
of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of
internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the entity’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Going Concern Uncertainty
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note
12 to the financial statements, the Company has incurred
losses since inception of $15,878,189 and negative working capital
of $5,667,209. These factors create an uncertainty as to the
Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in note 12. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
blaze@griesandassociates.com
501 S.
Cherry Street, Suite 1100, Denver, Colorado 80246
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846
Gries & Associates, LLC
Certified Public Accountants
501 S. Cherry Street Suite 1100
Denver, Colorado 80246
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
Loss on conversions of notes payable and accrued interest to
common stock
Critical Audit Matter Description
The Company has had outstanding notes payable to lenders which are
convertible into Company common stock at conversion prices which
are based on the future trading price of the Company's common
stock. For the year ended May 31, 2022, the Company issued a total
of 11,511,179 shares of its common stock pursuant to conversions of
an aggregate of $285,683 in principal and accrued interest. The
$2,941,708 in excess of the $3,227,391 fair value of the 11,511,179
shares of common stock at the respective dates of issuance over the
$285,683 liability reduction was charged to Loss on Conversions of
Notes Payable.
How the Critical Audit Matter was Addressed in the
Audit
Our principal audit procedures related to the Company's loss on
conversions of notes payable and accrued interest to common stock
expense included:
|
· |
We obtained Company prepared
quarterly schedules of all conversions of notes payable and accrued
interest to common stock for the year ended May 31, 2022. |
|
· |
We agreed the prices used to
independent third-party sources of closing trading prices of the
Company common stock on the respective issuance dates. We then
verified the calculation by multiplying the number of shares issued
times the respective closing trading prices for each
conversion. |
|
· |
We agreed the principal and accrued
interest amounts to Notices of Conversions for each
conversion. |
Emphasis of Matters-Risks and Uncertainties
The Company is not able to predict the ultimate impact that COVID
-19 will have on its business. However, if the current economic
conditions continue, the pandemic could have an adverse impact on
the economies and
financial markets of many countries, including the geographical
area in which the Company plans to operate.
/s/
Gries & Associates, LLC
We
have served as the Company’s auditor since 2022.
Denver, CO
June
28, 2022
blaze@griesandassociates.com
501 S.
Cherry Street, Suite 1100, Denver, Colorado 80246
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of The Marquie Group,
Inc.
(formerly Music of Your Life, Inc.)
Opinion on the Financial Statements
We
have audited the accompanying consolidated balance sheets of The
Marquie Group, Inc. (the “Company”) as of May 31, 2021 and the
related consolidated statements of operations, stockholders’ equity
(deficit), and cash flows for the year then ended, and the related
notes (collectively referred to as the “financial statements”). In
our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of The Marquie
Group, Inc. as of May 31, 2021 and the results of their operations
and cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.
Explanatory Paragraph – Going Concern
The
accompanying financial statements referred to above have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 12 to the financial statements, the
Company’s present financial situation raises substantial doubt
about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 12. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor was We engaged to perform,
an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Critical Audit Matters
The
critical audit matters communicated below are matters arising from
the audit of the financial statements as of May 31, 2021 and for
the year then ended that were communicated or required to be
communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical
audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they
relate.
Loss on conversions of notes payable and accrued interest to
common stock – Refer to Note 10 to the consolidated
financial statements
Critical Audit Matter Description
The
Company has had outstanding notes payable to lenders which are
convertible into Company common stock at conversion prices which
are based on the future trading price of the Company's common
stock. For the year ended May 31, 2021, the Company issued a total
of 4,304,842 shares of its common stock (as adjusted for the April
21, 2022 1 for 1000 reverse split) pursuant to conversions of an
aggregate of $835,050 in principal and accrued interest. The
$1,445,042 excess of the $2,218,092 fair value of the 4,304,842
shares of common stock at the respective dates of issuance over the
$835,050 liability reduction was charged to Loss on Conversions of
Notes Payable.
How the Critical Audit Matter was Addressed in the Audit
Our principal audit procedures related to the Company's loss on
conversions of notes payable and accrued interest to common stock
expense included:
(1) We obtained Company prepared quarterly schedules of all
conversions of notes payable and accrued interest to common stock
in the year ended May 31, 2021.
(2) For the fair value measurements, we agreed the prices used to
independent third-party sources of closing trading prices
of TMGI common stock on the respective issuance dates. We then
verified the calculation by multiplying the number of shares issued
times the respective closing trading prices for each
conversion.
(3) For the liability reduction amounts, we agreed the principal
and accrued interest amounts to Notices of Conversions for
each conversion.
/s/ Michael T. Studer CPA P.C.
Michael T. Studer CPA P.C.
Freeport, New York
October 14, 2021
We
served as the Company’s auditor from 2015 to 2022.
|
THE MARQUIE
GROUP, INC. |
| (formerly Music of Your
Life, Inc.) |
| Consolidated Balance
Sheets |
| |
| ASSETS |
| |
|
May 31, |
|
May 31, |
| |
|
2022 |
|
2021 |
| |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
353 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
| Total
Current Assets |
|
|
353 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| OTHER ASSETS |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Music inventory,
net of accumulated depreciation |
|
|
|
|
|
|
|
|
| of $19,481
and $17,339, respectively |
|
|
2,167 |
|
|
|
4,309 |
|
|
Trademark costs |
|
|
10,365 |
|
|
|
10,365 |
|
| |
|
|
|
|
|
|
|
|
| Total
Other Assets |
|
|
12,532 |
|
|
|
14,674 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
ASSETS |
|
$ |
12,885 |
|
|
$ |
14,674 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS'
DEFICIT |
| |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Bank
overdraft |
|
$ |
— |
|
|
$ |
1,140 |
|
| Accounts
payable |
|
|
35,405 |
|
|
|
25,094 |
|
| Accrued interest
payable on notes payable |
|
|
334,180 |
|
|
|
427,023 |
|
| Accrued consulting
fees |
|
|
926,217 |
|
|
|
832,967 |
|
| Notes payable, net
of debt discounts of $6,889 |
|
|
|
|
|
|
|
|
| and $85,233,
respectively |
|
|
1,419,108 |
|
|
|
1,366,430 |
|
| Notes payable to
related parties |
|
|
135,551 |
|
|
|
121,323 |
|
|
Derivative liability |
|
|
2,817,101 |
|
|
|
2,006,815 |
|
| |
|
|
|
|
|
|
|
|
| Total
Current Liabilities |
|
|
5,667,562 |
|
|
|
4,780,792 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES |
|
|
5,667,562 |
|
|
|
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;
50,000,000,000 shares |
|
|
|
|
|
|
|
|
| authorized,
16,189,732 and 4,678,553 shares issued |
|
|
|
|
|
|
|
|
| and
outstanding, respectively |
|
|
1,621 |
|
|
|
468 |
|
| Common stock
payable - 1 share |
|
|
8,460 |
|
|
|
8,460 |
|
| Additional
paid-in-capital |
|
|
10,213,431 |
|
|
|
6,987,191 |
|
|
Accumulated deficit |
|
|
(15,878,189 |
) |
|
|
(11,762,237 |
) |
| |
|
|
|
|
|
|
|
|
| Total
Stockholders' Deficit |
|
|
(5,654,677 |
) |
|
|
(4,766,118 |
) |
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
12,885 |
|
|
$ |
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 |
| |
| |
|
For the Year Ended |
| |
|
May 31, |
| |
|
2022 |
|
2021 |
| |
|
|
|
|
| NET
REVENUES |
|
$ |
— |
|
|
$ |
60 |
|
| |
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Accrued Salaries
and Consulting fees |
|
|
120,000 |
|
|
|
305,000 |
|
| Professional
fees |
|
|
97,162 |
|
|
|
102,924 |
|
| Other
selling, general and administrative |
|
|
45,403 |
|
|
|
63,398 |
|
| |
|
|
|
|
|
|
|
|
| Total
Operating Expenses |
|
|
262,565 |
|
|
|
471,322 |
|
| |
|
|
|
|
|
|
|
|
| LOSS FROM
OPERATIONS |
|
|
(262,565 |
) |
|
|
(471,262 |
) |
| |
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Gain on settlement
of debt |
|
|
260,032 |
|
|
|
— |
|
| Gain (Expense)
from derivative liability |
|
|
(526,690 |
) |
|
|
36,930 |
|
| Interest expense
(including amortization of debt discounts of |
|
|
|
|
|
|
|
|
|
$361,939 and $473,080, respectively) |
|
|
(645,021 |
) |
|
|
(989,810 |
) |
| Loss on conversion
of notes payable |
|
|
|
|
|
|
|
|
|
and accrued interest |
|
|
(2,941,708 |
) |
|
|
(1,445,042 |
) |
| |
|
|
|
|
|
|
|
|
| Total
Other Income (Expenses) |
|
|
(3,853,387 |
) |
|
|
(2,397,922 |
) |
| |
|
|
|
|
|
|
|
|
| LOSS BEFORE INCOME TAXES |
|
|
(4,115,952 |
) |
|
|
(2,869,184 |
) |
| |
|
|
|
|
|
|
|
|
| INCOME TAX
EXPENSE |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(4,115,952 |
) |
|
$ |
(2,869,184 |
) |
| |
|
|
|
|
|
|
|
|
| BASIC AND DILUTED: |
|
|
|
|
|
|
|
|
| Net
income (loss) per common share |
|
$ |
(0.25 |
) |
|
$ |
(1.03 |
) |
| |
|
|
|
|
|
|
|
|
| Weighted
average shares outstanding |
|
|
16,189,732 |
|
|
|
2,778,900 |
|
| |
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements
|
THE MARQUIE GROUP, INC. |
| Consolidated Statements
of Stockholders' Deficit |
| For the Period from
June 1, 2020 to May 31, 2022 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| |
|
Preferred
Stock |
|
Common
Stock |
|
Common
Stock |
|
Additional |
|
Accumulated |
|
Stockholders' |
| |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Payable |
|
Paid-in
Capital |
|
Deficit |
|
Deficit |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, June 1, 2020 |
|
|
200 |
|
|
$ |
— |
|
|
|
373,710 |
|
|
|
37 |
|
|
$ |
8,460 |
|
|
$ |
4,707,529 |
|
|
$ |
(8,893,053 |
) |
|
$ |
(4,177,026 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for
conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| of debt |
|
|
— |
|
|
|
— |
|
|
|
4,304,842 |
|
|
|
430 |
|
|
|
— |
|
|
|
2,279,662 |
|
|
|
— |
|
|
|
2,280,092 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| May 31,
2021 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,869,184 |
) |
|
|
(2,869,184 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2021 |
|
|
200 |
|
|
|
— |
|
|
|
4,678,553 |
|
|
|
468 |
|
|
|
8,460 |
|
|
|
6,987,191 |
|
|
|
(11,762,237 |
) |
|
|
(4,766,118 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for
conversion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| of debt |
|
|
— |
|
|
|
— |
|
|
|
11,511,179 |
|
|
|
1,153 |
|
|
|
— |
|
|
|
3,226,240 |
|
|
|
— |
|
|
|
3,227,393 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| May 31,
2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,115,952 |
) |
|
|
(4,115,952 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2022 |
|
|
200 |
|
|
$ |
— |
|
|
|
16,189,732 |
|
|
$ |
1,621 |
|
|
$ |
8,460 |
|
|
$ |
10,213,431 |
|
|
$ |
(15,878,189 |
) |
|
$ |
(5,654,677 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Note: The above statement
reflects retroactively the 1 share for 1,000 shares reverse split
effective April 21, 2022 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
| |
| |
|
|
|
For the Year Ended |
| |
|
|
|
May 31, |
| |
|
|
|
2022 |
|
2021 |
| |
|
|
|
|
|
|
| CASH FLOWS FROM OPERATING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
|
|
$ |
(4,115,952 |
) |
|
$ |
(2,869,184 |
) |
| Adjustments to reconcile net income
(loss) to net |
|
|
|
|
|
|
|
|
|
|
|
|
| cash used by operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation of
music inventory |
|
|
|
|
|
|
2,142 |
|
|
|
3,096 |
|
| Gain on settlement
of debt |
|
|
|
|
|
|
(260,032 |
) |
|
|
— |
|
| Expense (income)
from derivative liability |
|
|
|
|
|
|
526,690 |
|
|
|
(36,930 |
) |
| Amortization of
debt discounts |
|
|
|
|
|
|
361,939 |
|
|
|
473,080 |
|
| Loss on conversion
of notes payable and accrued interest |
|
|
|
|
|
|
2,941,708 |
|
|
|
1,445,042 |
|
| Default interest
added to notes principal balance |
|
|
|
|
|
|
103,190 |
|
|
|
— |
|
| Changes in operating assets and
liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
payable |
|
|
|
|
|
|
10,311 |
|
|
|
(12,361 |
) |
| Accrued interest
payable on notes payable |
|
|
|
|
|
|
144,469 |
|
|
|
175,392 |
|
| Accrued
consulting fees |
|
|
|
|
|
|
93,250 |
|
|
|
218,367 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used by Operating Activities |
|
|
|
|
|
|
(192,285 |
) |
|
|
(603,498 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Music
inventory |
|
|
|
|
|
|
— |
|
|
|
(183 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used by Investing Activities |
|
|
|
|
|
|
— |
|
|
|
(183 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Bank
overdraft |
|
|
|
|
|
|
(1,140 |
) |
|
|
1,140 |
|
| Proceeds from
notes payable |
|
|
|
|
|
|
380,050 |
|
|
|
864,820 |
|
| Repayments of
notes payable |
|
|
|
|
|
|
(200,500 |
) |
|
|
(233,021 |
) |
| Repayments of
notes payable to related parties |
|
|
|
|
|
|
(27,272 |
) |
|
|
(59,300 |
) |
| Net
proceeds from notes payable to related parties |
|
|
|
|
|
|
41,500 |
|
|
|
25,300 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Provided by Financing Activities |
|
|
|
|
|
|
192,638 |
|
|
|
598,939 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |
|
|
|
|
|
|
353 |
|
|
|
(4,742 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD |
|
|
|
|
|
|
— |
|
|
|
4,742 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH AND CASH
EQUIVALENTS, END OF PERIOD |
|
|
|
|
|
$ |
353 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| SUPPLEMENTAL CASH FLOW
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash Payments
For: |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
| Income taxes |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-cash investing
and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Initial derivative
liability charged to debt discounts |
|
|
|
|
|
$ |
283,596 |
|
|
$ |
555,000 |
|
| Conversion of debt
and accrued interest into common stock |
|
|
|
|
|
$ |
285,686 |
|
|
$ |
835,050 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
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
May 31, 2022
NOTE
1 - ORGANIZATION
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.,
and operated a nationwide 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 Split
Effective April 21, 2022, the Company effectuated a 1 share for
1,000 shares reverse stock split which reduced the issued and
outstanding shares of common stock from 16,189,731,657 shares to
16,189,732 shares. The accompanying financial statements have been
retroactively adjusted to reflect this reverse stock split.
Acquisition of The Marquie Group, Inc.
On August 16, 2018 (see Note 10), the Company merged with The
Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total
of 100 shares of our common stock to TMG’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 TMG business plan is to advertise 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 10), the Company merged with Global
Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of
a total of 193,000 shares of our common stock to GNE’s stockholder.
The GNE business plan is to license intellectual property from, and
to third parties.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is
presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations
of the Company’s management who are responsible for their integrity
and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America and
have been consistently applied in the preparation of the financial
statements. The following policies are considered to be
significant:
a. Principles of
Consolidation
The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States and include the Company and its wholly owned
subsidiary. All inter-company accounts and transactions have been
eliminated.
b. Accounting Method
The Company recognizes income and expenses based on the accrual
method of accounting. The Company has elected a May 31
year-end.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
c. Use of Estimates in the
Preparation of Financial Statements
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
d. Cash and Cash
Equivalents
Cash equivalents are generally comprised of certain highly liquid
investments with original maturities of less than three months.
e. Basic and Fully Diluted
Net Loss per Share of Common Stock
In accordance with Financial Accounting Standards No. ASC 260,
“Earnings per Share,” basic net loss per common share is based on
the weighted average number of shares outstanding during the
periods presented. Diluted earnings per share is computed using the
weighted average number of common shares plus dilutive common share
equivalents outstanding during the period. Dilutive instruments
(such as convertible notes payable) have not been included in the
diluted earnings per share computations as their effect were
antidilutive for the periods presented.
f. Revenue Recognition
The Company adopted ASC 606 requires the use of a new five-step
model to recognize revenue from customer contracts. The five-step
model requires entities to exercise judgment when considering the
terms of contracts, which includes (1) identifying the contracts or
agreements with a customer, (2) identifying our performance
obligations in the contract or agreement, (3) determining the
transaction price, (4) allocating the transaction price to the
separate performance obligations, and (5) recognizing revenue as
each performance obligation is satisfied. Advance customer
payments are recorded as deferred revenue until such time as they
are recognized. The Company does not offer any cash rebates.
Returns or discounts, if any, are netted against gross
revenues.
g. Advertising
Advertising costs, which are expensed as incurred, were $-0- for
the years ended May 31, 2022 and 2021.
h. Income Taxes
Deferred income taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
At May 31, 2022, the Company
had net operating loss carryforwards of approximately $9,842,689,
of which $3,340,960 expires in varying amounts through 2038 and
$6,521,729 does not expire. No tax benefit has been reported
in the financial statements because the potential tax benefits of
the net operating loss carryforwards are offset by a valuation
allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carryforwards for Federal income tax
reporting purposes are subject to annual limitations. Should a
substantial change in ownership occur, net operating loss
carryforwards may be limited as to future use.
Net deferred tax assets consist of the following components as of
May 31, 2022 and 2021:
| |
|
May 31,
2022 |
|
May 31,
2021 |
| Deferred tax
assets: |
|
|
|
|
|
|
|
|
|
NOL Carryover |
|
$ |
1,262,593 |
|
|
$ |
1,202,614 |
|
|
Valuation allowance |
|
|
(1,262,593 |
) |
|
|
(1,202,614 |
) |
| Net
deferred tax asset |
|
$ |
— |
|
|
$ |
— |
|
The income tax provision differs from the amount of income tax
determined by applying the U.S. federal income tax rate of 21% to
pretax income (loss) for the years ended May 31, 2022 and 2021 due
to the following:
| |
|
May 31,
2022 |
|
May 31,
2021 |
|
Expected tax (benefit) at 21% |
|
$ |
(864,350 |
) |
|
$ |
(602,529 |
) |
| Non-deductible
expense (non-taxable income) from derivative liability |
|
|
110,605 |
|
|
|
(7,755 |
) |
| Non-deductible
amortization of debt discounts |
|
|
76,007 |
|
|
|
99,347 |
|
| Non-deductible
loss on conversions of notes payable and accrued interest |
|
|
617,759 |
|
|
|
303,459 |
|
| Change
in valuation allowance |
|
|
59,979 |
|
|
|
207,478 |
|
|
Provision for income taxes |
|
$ |
— |
|
|
$ |
— |
|
For the periods presented, the Company had no tax positions or
unrecognized tax benefits.
The Company includes interest and penalties arising from the
underpayment of income taxes in the consolidated statements of
operations in the provision for income taxes. For the periods
presented, the Company had no such interest or penalties.
|
i. |
Concentrations of Credit Risk |
Financial instruments that potentially subject the Company to
concentrations of credit risks consist of cash and cash
equivalents. The Company places cash and cash equivalents at
well-known quality financial institutions. Cash and cash
equivalents at banks are insured by the Federal Deposit Insurance
Corporation for up to $250,000. The Company did not have any cash
or cash equivalents in excess of this amount at May 31, 2022.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
j. Recent Accounting
Pronouncements
We have reviewed accounting pronouncements issued 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 years ended May 31, 2022 and
2021.
Certain other accounting pronouncements have been issued by the
FASB and other standard setting organizations which are not yet
effective and therefore have not yet been adopted by the Company.
The impact on the Company’s financial position and results of
operations from adoption of these standards is not expected to be
material.
NOTE
3 - FINANCIAL INSTRUMENTS
The Company has adopted FASB ASC 820-10-50, “Fair Value
Measurements.” This guidance defines fair value,
establishes a three-level valuation hierarchy for disclosures of
fair value measurement and enhances disclosure requirements for
fair value measures. The three levels are defined as
follows:
Level 1 inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active
markets.
Level 2 inputs to the valuation methodology include quoted prices
for similar assets and liabilities in active markets, and inputs
that are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument.
Level 3 inputs to valuation methodology are unobservable and
significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash
and cash equivalents, receivables and current liabilities each
qualify as financial instruments and are a reasonable estimate of
fair value because of the short period of time between the
origination of such instruments and their expected realization and
their current market rate of interest.
NOTE 4 - 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 May 31,
2022 and 2021, the balance due on this loan was $-0-.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 5 - MUSIC INVENTORY
Music inventory consisted of the following:
| |
|
May 31,
2022 |
|
May 31,
2021 |
|
Digital music acquired for use in operations – at cost |
|
$ |
21,648 |
|
|
$ |
21,648 |
|
|
Accumulated depreciation |
|
|
(19,481 |
) |
|
|
(17,339 |
) |
|
Music inventory – net |
|
$ |
2,167 |
|
|
$ |
4,309 |
|
The Company purchases digital music to broadcast over the radio and
internet. During the year ended May 31, 2022, the Company purchased
$-0- worth of music inventory. For the years ended May 31, 2022 and
2021, depreciation on music inventory was $2,142 and $3,096,
respectively.
NOTE
6 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| |
|
May 31,
2022 |
|
May 31,
2021 |
| Due
to Company Chief Executive Officer pursuant to Consulting Agreement
dated March 1, 2017 – monthly compensation of $10,000 |
|
$ |
253,817 |
|
|
$ |
138,817 |
|
| Due to wife of
Company Chief Executive Officer pursuant to consulting agreement
effective August 16, 2018 – monthly compensation of $15,000 |
|
|
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 |
|
|
30,250 |
|
|
|
52,000 |
|
|
Total |
|
$ |
926,217 |
|
|
$ |
832,967 |
|
The accrued consulting fees balance changed as follows:
| |
|
Year
Ended |
| |
|
May 31,
2022 |
|
May 31,
2021 |
| Balance, beginning of
period |
|
$ |
832,967 |
|
|
$ |
614,600 |
|
| Compensation
expense accrued pursuant to consulting agreements |
|
|
120,000 |
|
|
|
300,000 |
|
|
Payments to consultants |
|
|
(26,750 |
) |
|
|
(81,633 |
) |
|
Balance, end of period |
|
$ |
926,217 |
|
|
$ |
832,967 |
|
See
Note 11 (Commitments and Contingencies)
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE
7 - NOTES PAYABLE
Notes payable consisted of the following:
| |
|
May 31,
2022 |
|
May 31,
2021 |
| Notes
payable to entities, non-interest bearing, due on demand,
unsecured |
|
$ |
39,300 |
|
|
$ |
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) |
|
|
8,100 |
|
|
|
8,600 |
|
| Convertible
note payable to an entity, interest at 10%, due on January 11,
2019, 15% default rate from January 11, 2019 (AA) |
|
|
— |
|
|
|
23,167 |
|
| Convertible note
payable to an entity, interest at 10%, due on demand (CC) |
|
|
50,000 |
|
|
|
50,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on March 5, 2019, in
default (DD) |
|
|
35,000 |
|
|
|
35,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on April 4, 2019, in
default (EE) |
|
|
— |
|
|
|
37,500 |
|
| Convertible note
payable to an entity, interest at 10%, due on September 18, 2019,
(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,
(HH) |
|
|
— |
|
|
|
175,720 |
|
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
|
Convertible note payable to an entity, interest at 10%, due on
November 13, 2019, (JJ) |
|
|
— |
|
|
|
56,055 |
|
| Convertible note
payable to an entity, interest at 10%, due on November 15, 2019,
(KK) |
|
|
— |
|
|
|
20,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on November 30, 2019,
(LL) |
|
|
— |
|
|
|
5,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on December 6, 2019,
(MM) |
|
|
— |
|
|
|
3,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on December 11, 2019,
(NN) |
|
|
— |
|
|
|
10,000 |
|
| Convertible
note payable to an entity, interest at 12%, due on March 10, 2020,
24% default rate from March 10, 2020 (OO) |
|
|
— |
|
|
|
58,750 |
|
| Convertible note
payable to an entity, interest at 10%, due on September 12, 2020
(PP) |
|
|
— |
|
|
|
12,500 |
|
| 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 |
|
|
|
84,767 |
|
| Convertible note
payable to an entity, interest at 12%, due on December 30, 2021
(TT) |
|
|
— |
|
|
|
50,000 |
|
| Convertible note
payable to an entity, interest at 12%, due on April 15, 2022
(UU) |
|
|
— |
|
|
|
55,000 |
|
| Convertible note
payable to an entity, interest at 10%, due on June 4, 2022, net of
discount of $2,615 and $-0-, respectively (VV) |
|
|
167,597 |
|
|
|
— |
|
| Convertible note
payable to an entity, interest at 8%, due on August 27, 2022, net
of discount of $4,274 and $-0-, respectively (WW) |
|
|
9,726 |
|
|
|
— |
|
| Convertible note
payable to an entity, interest at 12%, due on December 21, 2022
(YY) |
|
|
58,250 |
|
|
|
— |
|
| Convertible note
payable to an entity, interest at 12%, due on February 8, 2023
(ZZ) |
|
|
245,000 |
|
|
|
— |
|
| 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 |
|
|
1,419,108 |
|
|
|
1,366,430 |
|
| Less:
Current Portion |
|
|
(1,419,108 |
) |
|
|
(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
May 31, 2022
(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 9 (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 9 (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 9 (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.
(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 (15% per annum default rate) 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 9
(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 9
(Derivative Liability).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(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 9 (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 9
(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 9 (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 9
(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 9 (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 9 (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 9
(Derivative Liability).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(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 9
(Derivative Liability).
(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 9
(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 was 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 9
(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), was 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 9
(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, was 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 9 (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.
(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) $0.90, 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 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) $0.04, or (2) 50% of
the lowest trading price of the common stock for the previous 15
day trading period. See Note 7 (Derivative Liability).
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(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 7 (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.
Concentration of Notes Payable:
The principal balance of the notes payable was due to:
| |
|
May 31, 2022 |
|
May 31, 2021 |
| |
|
|
|
|
|
Lender A |
|
$ |
— |
|
|
$ |
23,167 |
|
| Lender
B |
|
|
— |
|
|
|
284,470 |
|
| Lender
C |
|
|
458,014 |
|
|
|
225,000 |
|
| Lender
D |
|
|
170,212 |
|
|
|
110,500 |
|
|
14 other lenders |
|
|
797,771 |
|
|
|
808,526 |
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
|
1,425,997 |
|
|
|
1,451,663 |
|
| |
|
|
|
|
|
|
|
|
|
Less debt discounts |
|
|
(6,889 |
) |
|
|
(85,233 |
) |
| |
|
|
|
|
|
|
|
|
|
Net |
|
$ |
1,419,108 |
|
|
$ |
1,366,430 |
|
NOTE
8 – NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
| |
|
May 31,
2022 |
|
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 |
|
|
Notes payable to the Chief Executive Officer, non-interest bearing,
due on demand, unsecured |
|
|
14,228 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
Convertible note payable to John D. Thomas P.C. (Company law firm
and owner of 25,000 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 at a Conversion Price
equal to 60% of the lowest Trading Price during the 20 Trading Day
period prior to the Conversion Date (BB) See Note 9 (Derivative
Liability) |
|
|
50,000 |
|
|
|
50,000 |
|
|
Total Notes Payable |
|
|
135,551 |
|
|
|
121,323 |
|
|
Less: Current Portion |
|
|
(135,551 |
) |
|
|
(121,323 |
) |
|
Long-Term Notes Payable |
|
$ |
— |
|
|
$ |
— |
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 9 - DERIVATIVE LIABILITY
The derivative liability at May 31, 2022 and 2021 consisted of:
| |
|
May 31, 2022 |
|
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 |
|
|
$ |
40,000 |
|
|
$ |
40,000 |
|
|
$ |
48,000 |
|
|
Convertible note payable issued April
5, 2017, due on demand (W) |
|
|
29,000 |
|
|
|
43,500 |
|
|
|
29,000 |
|
|
|
58,000 |
|
|
Convertible note payable issued April
5, 2017, due on demand (X) |
|
|
21,500 |
|
|
|
32,250 |
|
|
|
21,500 |
|
|
|
43,000 |
|
|
Convertible note payable issued
January 11, 2018 (AA) |
|
|
— |
|
|
|
— |
|
|
|
23,167 |
|
|
|
27,800 |
|
|
Convertible note payable issued
December 1, 2017, due on demand (BB) |
|
|
50,000 |
|
|
|
33,333 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Convertible note payable issued
December 1, 2017, due on demand (CC) |
|
|
50,000 |
|
|
|
33,333 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Convertible note payable issued March
5, 2018, due on March 5, 2019 (DD) |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
35,000 |
|
|
|
42,000 |
|
|
Convertible note payable issued April
4, 2018, due on April 4, 2019 (EE) |
|
|
— |
|
|
|
— |
|
|
|
37,500 |
|
|
|
45,000 |
|
|
Convertible note payable issued
September 18, 2018, due on September 18, 2019 (FF) |
|
|
— |
|
|
|
— |
|
|
|
22,500 |
|
|
|
27,000 |
|
|
Convertible note payable issued
September 18, 2018, due on September 18, 2019 (GG) |
|
|
8,506 |
|
|
|
8,506 |
|
|
|
8,506 |
|
|
|
10,208 |
|
|
Convertible note payable issued
December 19, 2018, due on September 19, 2019 (HH) |
|
|
— |
|
|
|
— |
|
|
|
200,000 |
|
|
|
223,384 |
|
|
Convertible note payable issued
February 4, 2019, due on August 4, 2019 (II) |
|
|
— |
|
|
|
— |
|
|
|
170,000 |
|
|
|
151,009 |
|
|
Convertible note payable issued
February 13, 2019, due on November 13, 2019 (JJ) |
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
|
|
80,314 |
|
|
Convertible note payable issued
November 15, 2018, due on November 15, 2019 (KK) |
|
|
— |
|
|
|
— |
|
|
|
20,000 |
|
|
|
24,000 |
|
|
Convertible note payable issued
November 30, 2018, due on November 30, 2019 (LL) |
|
|
— |
|
|
|
— |
|
|
|
5,000 |
|
|
|
6,000 |
|
|
Convertible note payable issued
December 6, 2018, due on December 6, 2019 (MM) |
|
|
— |
|
|
|
— |
|
|
|
3,000 |
|
|
|
3,600 |
|
|
Convertible note payable issued
December 11, 2018, due on December 11, 2019 (NN) |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
12,000 |
|
|
Convertible note payable issued June
10, 2019, due on March 10, 2020 (OO) |
|
|
— |
|
|
|
— |
|
|
|
58,750 |
|
|
|
70,500 |
|
|
Convertible note payable issued
September 5, 2019, due on September 5, 2020 (PP) |
|
|
— |
|
|
|
— |
|
|
|
12,500 |
|
|
|
15,000 |
|
|
Convertible note payable issued
November 30, 2020, due on November 30, 2021 (SS) |
|
|
154,764 |
|
|
|
1,392,875 |
|
|
|
170,000 |
|
|
|
1,020,000 |
|
|
Convertible note payable issued June
4, 2021, due on June 4, 2022 (VV) |
|
|
170,212 |
|
|
|
1,176,766 |
|
|
|
— |
|
|
|
— |
|
|
Convertible note payable issued August
27, 2021, due on August 27, 2022 (WW) |
|
|
14,000 |
|
|
|
21,538 |
|
|
|
— |
|
|
|
— |
|
|
Totals |
|
$ |
572,982 |
|
|
$ |
2,817,101 |
|
|
$ |
1,041,423 |
|
|
$ |
2,006,815 |
|
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
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 May 31, 2022 include (1) stock price of $0.001 per
share, (2) exercise prices ranging from $0.04 to $0.65 per share,
(3) terms ranging from 0 days to 88 days, (4) expected volatility
of 1,986% and (5) risk free interest rates ranging from 0.73% to
1.16%.
Assumptions used for the calculations of the derivative liability
of the notes at May 31, 2021 include (1) stock price of $0.0006 per
share, (2) exercise prices ranging from $0.10 to $0.50 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:
| |
|
May 31, 2022 |
|
May 31, 2021 |
| |
|
|
|
|
|
Lender A |
|
$ |
— |
|
|
$ |
27,801 |
|
| Lender
B |
|
|
— |
|
|
|
293,884 |
|
| Lender
C |
|
|
1,392,874 |
|
|
|
1,171,009 |
|
| Lender
D |
|
|
— |
|
|
|
80,316 |
|
| Lender
E |
|
|
1,176,765 |
|
|
|
82,600 |
|
| Lender
F |
|
|
65,044 |
|
|
|
|
|
|
6 other lenders |
|
|
182,418 |
|
|
|
351,205 |
|
| |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,817,101 |
|
|
$ |
2,006,815 |
|
NOTE 10 - 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.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
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 which the Company merged with TMG.
The Company is the surviving corporation. Each shareholder of TMG
received one (1) share of common stock of the Company for every one
(1) share of TMG common stock held as of August 16, 2018. In
accordance with the terms of the merger agreement, all of the
shares of TMG held by TMG shareholders were cancelled, and 100
shares of common stock of the Company were issued to the TMG
shareholders.
TMG was incorporated on August 3, 2018. The merger provides the
Company with certain registered trademarks and intellectual
property of TMG with respect to health, beauty, and social
networking products. The three stockholders of TMG prior to the
merger who received the 100 shares are (1) Marc Angell (CEO of the
Company) and Jacquie Angell (50 shares), (2) The OZ Corporation
(holder of $103,250 of Company notes payable at May 31, 2020 and
2019 (25 shares), and (3) John Thomas P.C. (Company law firm and
holder of $52,073 of Company notes payable at May 31, 2020 and 2019
(25 shares). Pursuant to ASC 805-50-30-5 relating to transactions
between entities under common control, the intellectual property of
TMG (and the issuance of the 100 shares of common stock) was
recorded at $-0-, the historical cost of the property to TMGI.
During the year ended May 31, 2020, the Company issued an aggregate
of 62,458 shares of common stock for the conversion of notes
payable and accrued interest in the aggregate amount of $78,315. We
incurred a loss on the conversion of notes payable and accrued
interest of $159,802, which represents the excess of the $238,117
fair value of the 62,458 shares at the dates of conversion over the
$78,315 amount of debt satisfied.
On August 28, 2019, the Securities and Exchange Commission (the
“SEC”) issued a Notice of Qualification regarding a Form 1-A filed
by the Company in connection with the Company’s offering of up to
1,333,333 shares of common stock at a price of $7.50 per share or a
total offering of $10,000,000. On December 26, 2019, the Company
amended its Form 1-A Offering Circular to reduce the offering price
from $7.50 per share to $3.50 per share. On February 25, 2020, the
Company amended its Form 1-A Offering Circular to reduce the
offering price to $0.70 per share. As part of this offering, during
the year ended May 31, 2020, the Company issued an aggregate of
117,867 shares of common stock for cash in the amount of $320,400.
The end date of the offering was August 28, 2020.
On November 21, 2019, the Company merged with Global Nutrition
Experience, Inc. (“GNE”) in exchange for the issuance of a total of
160,000 shares of our common stock to GNE’s stockholders. Following
the merger, the Company had 161,062 shares of common stock issued
and outstanding. GNE was incorporated on November 21, 2019. The
stockholder of GNE prior to the merger who received the 160,000
shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5
relating to transactions between entities under common control, the
intellectual property of GNE (and the issuance of the 160,000
shares of common stock) were recorded at $-0-, the historical cost
of the property to GNE. During the three months ended February 29,
2020, the Company issued an additional 33,000 shares of common
stock as part of the merger.
During the year ended May 31, 2021, the Company issued an aggregate
of 4,304,842 shares of common stock for the conversion of notes
payable and accrued interest in the aggregate amount of $835,050.
We incurred a loss on the conversion of notes payable and accrued
interest of $1,445,042, which represents the excess of the
$2,280,092 fair value of the 4,304,842 shares at the dates of
conversion over the $835,050 amount of debt satisfied.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
Effective April 21, 2022, the Company effectuated a 1 for 1,000
reverse split of the Company’s Common Stock (“Reverse Split”),
meaning that each 1,000 shares of Common Stock is consolidated into
1 share of Common Stock following the reverse split, provided
however, that fractional shares would be rounded up to the nearest
whole share. Following the Reverse Split, the Company had
16,189,732 common shares issued and outstanding. The accompanying
financial statements have been retroactively adjusted to reflect
this reverse stock split.
During the year ended May 31, 2022, the Company issued an aggregate
of 11,511,179 shares of common stock for the conversion of notes
payable and accrued interest in the aggregate amount of $285,683.
We incurred a loss on the conversion of notes payable and accrued
interest of $2,941,708, which represents the excess of the
$3,227,391 fair value of the 11,511,179 shares at the dates of
conversion over the $835,050 amount of debt satisfied.
NOTE 11 - 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 6 – 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 provides 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 May 31, 2022 and 2021. On October 16, 2018
(see Note 10), 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.
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 provided 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 were for
90 days each.
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 12 - 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 May 31, 2022, the
Company had negative working capital of $5,667,209 and an
accumulated deficit of $15,878,189. These factors raise substantial
doubt regarding the Company’s ability to continue as a going
concern.
To date the Company has funded its operations through a combination
of loans and sales of common stock. The Company anticipates another
net loss for the fiscal year ended May 31, 2023 and with the
expected cash requirements for the coming year, there is
substantial doubt as to the Company’s ability to continue
operations.
The Company is attempting to improve these conditions by way of
financial assistance through issuances of 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 13 – SUBSEQUENT EVENTS
On June 10, 2022, the Board of Directors of the Company entered
into that certain Note Purchase Agreement (the “Purchase
Agreement”) in connection with the issuance of that certain
convertible promissory note (the “Purchase Note”) in the face
amount of $38,880.00 in exchange for $35,000 in consideration
therefor. The Purchase Note matures twelve months from the date of
issuance (the “Maturity Date”), and bear interest at the rate of
12% per annum. The Purchase Note may be prepaid until the Maturity
Date at (a) 100% multiplied by the Principal Amount then
outstanding plus (b) accrued and unpaid interest on the Principal
Amount to the Optional Prepayment Date plus (c) $750.00 to
reimburse Holder for administrative fees. The Purchase Note,
together with all interest as accrued is convertible into shares of
the Company’s common stock at a price equal to the lower of
$0.00005 or 50% of the lowest trading price for the 10 Trading Days
immediately prior to the date of conversion. The Purchase Agreement
and the Purchase Note contain representations, warranties,
conditions, restrictions, and covenants of the Company that are
customary in such transactions with smaller companies.
The Company has evaluated subsequent events from the balance sheet
date through the date the financial statements were issued and
determined there are no additional events requiring disclosure.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
N/A - No change in accountant for the annual period ended May 31,
2021 and to present.
ITEM 9A. CONTROLS AND PROCEDURES.
Management’s Report on Disclosure Controls and
Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules
and forms, and that such information is accumulated and
communicated to our management, to allow for timely decisions
regarding required disclosure.
As of May 31, 2022, the end of our fiscal year covered by this
report, we carried out an evaluation, under the supervision of our
Chief Executive Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the
foregoing, we concluded that our disclosure controls and procedures
were not effective as of the end of the period covered by this
annual report. 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. We do not have a formal audit
committee.
Management’s Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act, as amended). In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control
include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are executed
in accordance with management’s authorization and recorded properly
to permit the preparation of financial statements in conformity
with accounting principles generally accepted in the United States.
Our management assessed the effectiveness of our internal control
over financial reporting as of May 31, 2021. In making this
assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated Framework. Our
management has concluded that, as of May 31, 2022, our internal
control over financial reporting is not effective in providing
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with US generally accepted accounting
principles. This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was
not subject to attestation by the Company’s registered public
accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only
management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations
which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing
and/or changing rules and principles, segregation of management
duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations,
internal control
over financial reporting may not prevent or detect misstatements on
a timely basis, however these inherent limitations are known
features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate,
this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
None.
ITEM 9B. OTHER
INFORMATION.
Change in Auditor
On July 14, 2022, the Company dismissed it independent registered
accounting firm Michael T. Studer CPA P.C. and engaged Gries and
Associates, LLC as its independent accountant following the prior
accountant’s dismissal.
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.
Board of
Directors
Our board of directors consists of the following individual:
|
Name and Year First Elected
Director(1) |
|
Age |
|
Background
Information |
|
Marc
Angell
(2013)
|
|
64 |
|
Mr. Angell has been the Chief Executive Officer of Music of Your
Life, Inc., since November 2012. Mr. Angell acquired the well-known
Music of Your Life trademark in 2008. In November 2012, Angell
formed Music of Your Life, Inc. as an entertainment company to
capitalize on the growth and development of the Music of Your Life
trademark and branding, including radio, TV, live concerts, and
merchandising. Mr. Angell, was a director of Wireless Village,
Inc., a telecommunications solution provider, and Concierge
Technologies, Inc. from June, 2004 to January, 2008. In 2000, Mr.
Angell became the founder and President of Planet Halo, a wireless
telecommunications company, until he sold it in May, 2004 to the
public company Concierge Technologies, Inc. (OTC:BB CNCG). In
January 1990 Mr. Angell founded Angellcom, a supplier and
distributor of one-way paging devices in the U.S. He remained its
CEO until 1999. Mr. Angell conceptualized, designed and marketed
both the one-way pagers for Angellcom and the Halo device for
Planet Halo. During the 1990s, Mr. Angell was also involved in the
land mobile radio business as a license holder and manager of
220MHz radio systems throughout the United States and Mexico.
|
(1) The business address of each of our directors is 7901
4th St. N, Ste. 4000, St. Petersburgh, FL 33702
Director Independence
Because our common stock is not currently listed on a national
securities exchange, we have used the definition of “independence”
of The NASDAQ Stock Market to make this determination. NASDAQ
Listing Rule 5605(a)(2) provides that an “independent director” is
a person other than an officer or employee of the Company or any
other individual having a relationship which, in the opinion of the
Company’s board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director. The NASDAQ listing rules provide that a director cannot
be considered independent if:
·
the director is, or at any time
during the past three years was, an employee of the
company;
·
the director or a family member of
the director accepted any compensation from the company in excess
of $120,000 during any period of 12 consecutive months within the
three years preceding the independence determination (subject to
certain exclusions, including, among other things, compensation for
board or board committee service);
·
a family member of the director is,
or at any time during the past three years was, an executive
officer of the company;
·
the director or a family member of
the director is a partner in, controlling stockholder of, or an
executive officer of an entity to which the company made, or from
which the company received, payments in the current or any of the
past three fiscal years that exceed 5% of the recipient’s
consolidated gross revenue for that year or $200,000, whichever is
greater (subject to certain exclusions);
·
the director or a family member of
the director is employed as an executive officer of an entity
where, at any time during the past three years, any of the
executive officers of the company served on the compensation
committee of such other entity; or the director or a family member
of the director is a current partner of the company’s outside
auditor, or at any time during the past three years was a partner
or employee of the company’s outside auditor, and who worked on the
company’s audit.
We do not have any independent directors. We do not have an audit
committee, compensation committee or nominating committee. We do
however have a code of ethics that applies to our officers,
employees and director.
Compensation of Directors
Although we anticipate compensating the members of our board of
directors in the future at industry levels, current members are not
paid cash compensation for their service as directors. Each
director may be reimbursed for certain expenses incurred in
attending board of directors and committee meetings.
Board of Directors Meetings and Committees
Although various items were reviewed and approved by the Board of
Directors via unanimous written consent during fiscal year ended
May 31, 2022, the Board held no in-person meetings.
We do not have Audit or Compensation Committees of our board of
directors. Because of the lack of financial resources available to
us, we also do not have an “audit committee financial expert” as
such term is described in Item 401 of Regulation S-K promulgated by
the SEC.
Changes in Procedures by which Security Holders May Recommend
Nominees to the Board
Any security holder who wishes to recommend a prospective director
nominee should do so in writing by sending a letter to the Board of
Directors. The letter should be signed, dated and include the name
and address of the security holder making the recommendation,
information to enable the Board to verify that the security holder
was the holder of record or beneficial owner of the company’s
securities as of the date of the letter, and the name, address and
resumé of the potential nominee. Specific minimum qualifications
for directors and director nominees which the Board believes must
be met in order to be so considered include, but are not limited
to, management experience, exemplary personal integrity and
reputation, sound judgment, and sufficient time to devote to the
discharge of his or her duties. There have been no changes to the
procedures by which a security holder may recommend a nominee to
the Board during our most recently ended fiscal year.
Executive Officers
Marc Angell is our sole executive officer, serving as our Chief
Executive Officer and Secretary, as well as our principal
accounting and financial officer. Further information pertaining to
Mr. Angell’s business background and experience is contained in the
section above marked DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
Section 16(a) Beneficial Ownership Reporting Compliance
We are required to identify each person who was an officer,
director or beneficial owner of more than 10% of our registered
equity securities during our most recent fiscal year and who failed
to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934.
To our knowledge, during the fiscal year ended May 31, 2021, based
solely upon a review of such materials as are required by the
Securities and Exchange Commission, no other officer, director, or
beneficial holder of more than ten percent of our issued and
outstanding shares of Common Stock failed to timely file with the
Securities and Exchange Commission any form or report required to
be so filed pursuant to Section 16(a) of the Exchange Act of
1934.
Code of Ethics
The Company expects that its Officers and Directors will maintain
appropriate standards of honesty and ethical conduct in connection
with the performance of their duties on behalf of the Company. In
recognition of this expectation, the Company has adopted a Code of
Ethics. The purpose of this Code of Ethics is to codify standards
the Company believes are reasonably necessary to deter wrongdoing
and to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between
personal and professional relationships and full, fair, accurate,
timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the Securities and Exchange
Commission (the “SEC”), or other regulatory bodies and in other
public communications made by the Company.
ITEM 11. EXECUTIVE
COMPENSATION.
The following table summarizes the total compensation for the two
fiscal years ended May 31, 2022 of each person who served as our
principal executive officer or principal financial and accounting
officer collectively, (the “Named Executive Officers”) including
any other executive officer who received more than $100,000 in
annual compensation from the Company. We did not award cash
bonuses, stock options or non-equity incentive plan compensation to
any Named Executive Officer during the two fiscal years ended May
31, 2022; thus these items are omitted from the table below:
| Summary
Compensation Table |
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
|
|
Stock Awards
|
|
All Other Compensation (1) |
|
Total
|
| |
|
|
|
|
|
|
|
|
|
|
|
Marc Angell |
|
|
2022 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
120,000 |
|
|
$ |
120,000 |
|
|
Chief Executive Officer |
|
|
2021 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
138,817 |
|
|
$ |
138,817 |
|
| Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Consulting fees paid or accrued.
See Notes 6 and 11 to the financial statements. |
There is no other arrangement or understanding between our
directors and officers and any other person pursuant to which any
director or officer was or is to be selected as such.
Outstanding Equity Awards at Fiscal Year-End
There were no grants or equity awards to our Named Executive
Officers or directors during the fiscal year ended May 31,
2022.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The following table sets forth the beneficial ownership of each of
our directors and executive officers, and each person known to us
to beneficially own 5% or more of the outstanding shares of our
common stock, and our executive officers and directors as a group,
as of September 10, 2019. Beneficial ownership is determined in
accordance with the rules of the SEC and includes voting or
investment power with respect to the securities. Unless otherwise
indicated, we believe that each beneficial owner set forth in the
table has sole voting and investment power and has the same address
as us. Our address is 7901 4th St. N, Ste. 4000, St.
Petersburgh, FL 33702. As of September 24, 2021, there were
4,628,852,506 shares of common stock issued and outstanding, and
200 shares of Series A Preferred Stock issued and outstanding. Each
share of Series A Preferred Stock 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 continues to have no
conversion, liquidation, or dividend rights. The following table
describes the ownership of our voting securities (i) by each of our
officers and directors, (ii) all of our officers and directors as a
group, and (iii) each person known to us to own beneficially more
than 5% of our common stock or any shares of our preferred
stock.
|
Name
|
|
Sole
Voting and
Investment
Power
|
|
Other
Beneficial
Ownership
|
|
Total
|
|
Percent of
Class
Outstanding
|
|
Jacquie
Angell(1) |
|
|
— |
|
|
|
193,050 |
|
|
|
193,050 |
|
|
|
1.19 |
% |
| Marc Angell(2) |
|
|
— |
|
|
|
193,050 |
|
|
|
193,050 |
|
|
|
1.19 |
% |
| All
directors/director nominees and executive officers as a group (1
person) |
|
|
— |
|
|
|
193,050 |
|
|
|
193,050 |
|
|
|
1.19 |
% |
|
(1) |
Shareholder and spouse of
CEO/Chairman, Marc Angell. Includes 193,050 shares of common stock
held by the Angell Family Trust. |
|
(2) |
CEO/Chairman of the Board of
Directors and spouse of shareholder, Jacquie Angell. Includes
193,050 shares of common stock held by the Angell Family Trust.
Excludes 200 shares of Series A Preferred Stock held by Mr. Angell
which have super-voting rights, but no conversion, dividend, or
liquidation rights. If the votes of the Series A Preferred Stock
were taken into account, Mr. Angell would beneficially hold
approximately 80.83% of the voting securities of the Company. |
Limitation of Liability of Directors and Officers; Indemnification
and Advance of Expenses
Pursuant to our charter and under Section 607.0850 of the 2012
Florida Statutes (hereafter, the “Statutes”), our directors are not
liable to us or our stockholders for monetary damages for breach of
fiduciary duty, except for liability in connection with a breach of
duty of loyalty, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for
authorization of illegal dividend payments or stock redemptions
under Florida law or any transaction from which a director has
derived an improper personal benefit. Our charter provides that we
are authorized to provide indemnification of (and advancement of
expenses) to our directors, officers, employees and agents (and any
other persons to which applicable law permits us to provide
indemnification) through Bylaw provisions, agreements with such
persons, vote of stockholders or disinterested directors, or
otherwise, to the fullest extent permitted by applicable law.
We intend to enter into indemnification agreements with certain of
our current directors and officers. The indemnification agreement
will indemnify the indemnitee to the fullest extent permitted by
law, including against third-party claims and claims by or in right
of the Company or any subsidiary or majority-owned partnership of
the Company by reason of that person (including the advancement of
expenses subject to certain conditions) (a) being a director,
officer employee or agent of the Company, or of any subsidiary or
majority-owned partnership of the Company or (b) serving at our
request as a director, officer, employee or agent of another
entity. If appropriate, we will be entitled to assume the defense
of the claim with counsel selected by us and approved by the
indemnitee (which approval may not be unreasonably withheld).
Separate counsel employed by the indemnitee will be at his or her
own expense unless (1) the employment of separate counsel has been
previously authorized by us, (2) the indemnitee reasonably
concludes there may be a conflict of interest or (3) we have not,
in fact, employed counsel to assume the defense of such claim.
The Bylaws of the Company provide for indemnification of Covered
Persons substantially identical in scope to that permitted under
the Florida Law. Such Bylaws provide that the expenses of directors
and officers of the Company incurred in defending any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, must be paid by the Company as they are incurred and
in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it is
ultimately determined by a court of competent jurisdiction that the
director or officer is not entitled to be indemnified by the
Company.
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or otherwise,
we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by one of our directors, officers, or controlling persons in
the successful defense of any action, suit or proceeding, is
asserted by one of our directors, officers, or controlling persons
in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue
Provisions of Our Charter and Bylaws
Our charter and bylaws provide that our board of directors will
have the exclusive power to make, alter, amend or repeal any
provision of our bylaws.
Change of Control
On February 26, 2013, Marc Angell purchased a controlling interest
in the Company. Through his ownership of 200 shares of Series A
Preferred Stock, he and may unilaterally determine the election of
the Board and other substantive matters requiring approval of the
Company’s stockholders.
Other than the transactions and agreements disclosed in this
Report, the Registrant knows of no arrangements which may result in
a change of control of the Registrant.
No officer, director, promoter or affiliate of the Registrant has,
or proposes to have, any direct or indirect material interest in
any asset proposed to be acquired by the Registrant through
security holdings, contracts, options or otherwise.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
On March 4, 2016, the Board of Directors of Music of Your Life,
Inc., a Florida corporation (the “Company”) issued all 200
previously authorized but unissued shares of Series A Preferred
Stock (the “Preferred Stock”) to the Company’s sole officer and
director Marc Angell. At September 24, 2021, the Preferred Stock
collectively holds 80% of the total voting power of the
Company.
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 continues to have no
conversion, liquidation, or dividend rights.
On August 16, 2018 (the “Closing Date”), Music of Your Life, Inc.
(the “Company”) entered into a Merger Agreement (the “Merger
Agreement”) by and among the Company, and The Marquie Group, Inc.,
a Utah corporation ("TMG"), pursuant to which the Company merged
with TMG. The Company was 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. A majority of these shares, 50,000
shares of common stock of the Company were issued to Marc and
Jacquie Angell, affiliates of the Company. This is considered a
related party transaction. The TMG merger will provide the Company
with certain registered trademarks and intellectual property of TMG
with respect to health, beauty and social networking products.
ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES.
On July 14, 2022, the Company dismissed its independent registered
accounting firm Michael T. Studer CPA P.C. and engaged Gries and
Associates, LLC as its independent accountant following the prior
accountant’s dismissal.
The following table sets forth fees invoiced by our independent
registered accounting firm Michael T. Studer, CPA P.C. during the
fiscal years ended May 31, 2022 and 2021:
| |
|
2022 |
|
2021 |
|
Audit Fees |
|
$ |
30,000 |
|
|
$ |
35,000 |
|
| Audit Related
Fees |
|
|
-0- |
|
|
|
-0- |
|
| Tax Fees |
|
|
-0- |
|
|
|
-0- |
|
| All
Other Fees |
|
|
-0- |
|
|
|
-0- |
|
|
Total Fees |
|
$ |
30,000 |
|
|
$ |
35,000 |
|
It is the policy of the Board of Directors, which presently
completes the functions of the Audit Committee, to engage the
independent accountants selected to conduct our financial audit and
to confirm, prior to such engagement, that such independent
accountants are independent of the company. All services of the
independent registered accounting firms reflected above were
pre-approved by the Board of Directors.
PART IV
ITEM 15. EXHIBITS.
The following exhibits are filed with or incorporated by referenced
in this report:
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
|
MUSIC OF YOUR
LIFE, INC. |
| |
|
|
| |
|
|
| |
/s/ Marc Angell |
| Dated: August 29,
2022 |
By: Marc Angell, Chief Executive
Officer, and Principal Financial Officer |
In accordance with the Exchange Act, this Report has been signed
below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
| /s/ Marc Angell |
|
Chief
Executive Officer |
August 29,
2022 |
| Marc
Angell |
|
|
| //s/ Marc Angell |
|
Director |
August 29,
2022 |
| Marc
Angell |
|
|
Marquie (PK) (USOTC:TMGI)
Historical Stock Chart
From Oct 2022 to Nov 2022
Marquie (PK) (USOTC:TMGI)
Historical Stock Chart
From Nov 2021 to Nov 2022
