UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February ~~28, 2023~~29, 2024

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______

Commission File Number: 000-54163

The Marquie Group, Inc.

(Exact name of registrant as specified in its Charter)

Florida		26-2091212
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

7901 4^th ST N, Suite 4000 St. Petersburg, FL 33702		33702
(Address of principal executive office)		(Zip Code)

(800) 351-3021

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of April ~~11, 2023,~~15, 2024, there were ~~756,612,000~~1,410,789,824 shares of $0.0001 par value common stock, issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial Statements

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Consolidated Balance Sheets

February 29, May 31,
2024 2023
(Unaudited)
ASSETS
CURRENT ASSETS

Cash and cash equivalents $ 2,162 $ –

Total Current Assets 2,162 –

OTHER ASSETS

Investment in Acquisition 6,200,000 6,200,000
Loans receivable, related party 35,237 28,247
Music inventory, net of accumulated depreciation of $21,386 and $20,719, respectively 882 929
Trademark costs 11,165 10,365

Total Other Assets 6,247,284 6,239,541

TOTAL ASSETS $ 6,249,446 $ 6,239,541

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES

Bank overdraft $ – $ 46
Accounts payable 70,658 50,664
Accrued interest payable on notes payable 834,846 578,017
Accrued consulting fees, related parties 1,105,367 925,367
Accrued consulting fees 220,550 220,550
Notes payable, net of debt discounts of $60,837 and $66,794, respectively 1,546,330 1,465,138
Notes payable to related parties 2,082,015 2,090,772
Derivative liability 603,138 1,035,998

Total Current Liabilities 6,462,904 6,366,552

TOTAL LIABILITIES 6,462,904 6,366,552

STOCKHOLDERS' DEFICIT

Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding – –
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 1,410,789,824 and 756,612,000 shares issued and outstanding, respectively 141,080 75,663
Common stock payable - 1 share 8,460 8,460
Additional paid-in-capital 14,575,002 14,486,896
Accumulated deficit (14,938,000 ) (14,698,030 )

Total Stockholders' Deficit (213,458 ) (127,011 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 6,249,446 $ 6,239,541
The accompanying notes are an integral part of these financial statements
3
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Statements of Operations
(Unaudited)

ASSETS
February 28, May 31,
2023 2022

CURRENT ASSETS

Cash and cash equivalents $ 45 $ 353

Total Current Assets 45 353

OTHER ASSETS

Investment in Acquisition 6,200,000 –
Loans receivable, related party 23,247 –
Music inventory, net of accumulated depreciation of $20,489 and $19,481, respectively 1,159 2,167
Trademark costs 10,365 10,365

Total Other Assets 6,234,771 12,532

TOTAL ASSETS $ 6,234,816 $ 12,885

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable $ 69,414 $ 35,405
Accrued interest payable on notes payable 483,388 334,180
Accrued consulting fees 1,091,517 926,217
Notes payable, net of debt discounts of $31,709 and $6,889, respectively 1,439,122 1,419,108
Notes payable to related parties 2,072,851 135,551
Derivative liability 1,536,695 2,817,101

Total Current Liabilities 6,692,987 5,667,562

TOTAL LIABILITIES 6,692,987 5,667,562

STOCKHOLDERS' DEFICIT

Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding – –
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 756,612,000 and 16,189,732 shares issued and outstanding, respectively 75,663 1,621
Common stock payable - 1 share 8,460 8,460
Additional paid-in-capital 14,486,896 10,213,431
Accumulated deficit (15,029,190 ) (15,878,189 )

Total Stockholders' Deficit (458,171 ) (5,654,677 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 6,234,816 $ 12,885

For the Three Months Ended For the Nine Months Ended
February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

NET REVENUES $ – $ – $ – $ –

OPERATING EXPENSES

Salaries and Consulting fees to related parties 60,000 60,000 180,000 180,000
Professional fees 27,410 8,096 90,303 59,209
Other selling, general and administrative 40,690 1,369 102,105 13,370

Total Operating Expenses 128,100 69,465 372,408 252,579

LOSS FROM OPERATIONS (128,100 ) (69,465 ) (372,408 ) (252,579 )

OTHER INCOME (EXPENSES)

Change in fair value of derivative liability (202,283 ) (501,275 ) 508,915 1,349,841
Interest expense (including amortization of debt discounts of $33,131, $17,120, $82,012, and $44,614, respectively) (128,553 ) (102,520 ) (376,477 ) (248,263 )

Total Other Income (Expenses) (330,836 ) (603,795 ) 132,438 1,101,578

INCOME (LOSS) BEFORE INCOME TAXES (458,936 ) (673,260 ) (239,970 ) 848,999

INCOME TAX EXPENSE – – – –

NET INCOME (LOSS) $ (458,936 ) $ (673,260 ) $ (239,970 ) $ 848,999

BASIC AND DILUTED:
Net income (loss) per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ 0.00

Weighted average shares outstanding 1,211,131,582 756,612,000 941,858,075 451,229,140

The accompanying notes are an integral part of these financial statements

3
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Consolidated Statements of Operations~~
~~(Unaudited)~~

For the Three Months Ended For the Nine Months Ended
February 28, February 28,
2023 2022 2023 2022

NET REVENUES $ – $ – $ – $ –

OPERATING EXPENSES

Accrued Salaries and Consulting fees 60,000 30,000 180,000 90,000
Professional fees 8,096 27,763 59,209 68,648
Other selling, general and administrative 1,369 14,459 13,370 23,525

Total Operating Expenses 69,465 72,222 252,579 182,173

LOSS FROM OPERATIONS (69,465 ) (72,222 ) (252,579 ) (182,173 )

OTHER INCOME (EXPENSES)

Gain on settlement of debt – 260,032 – 260,032
Income (expense) from derivative liability (501,275 ) (388,102 ) 1,349,841 1,168,456
Interest expense (including amortization of debt discounts of $17,120, $67,186, $44,614, and $259,354, respectively) (102,520 ) (123,412 ) (248,263 ) (531,936 )
Loss on conversion of notes payable and accrued interest – (281,425 ) – (2,810,824 )

Total Other Income (Expenses) (603,795 ) (532,907 ) 1,101,578 (1,914,272 )

INCOME (LOSS) BEFORE INCOME TAXES (673,260 ) (605,129 ) 848,999 (2,096,445 )

INCOME TAX EXPENSE – – – –

NET INCOME (LOSS) $ (673,260 ) $ (605,129 ) $ 848,999 $ (2,096,445 )

BASIC AND DILUTED:
Net income (loss) per common share $ (0.00 ) $ (0.05 ) $ 0.00 $ (0.22 )

Weighted average shares outstanding 756,612,000 13,123,087 451,229,140 9,318,259
~~The accompanying notes are an integral part of these financial statements~~
4

THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Statements of Stockholders' ~~Deficit~~Equity (Deficit)
(Unaudited)

Nine Months Ended February 28, 2023
Preferred Stock Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders'
Shares Amount Shares Amount Payable Capital Deficit Deficit

Balance, May 31, 2022 200 $ – 16,189,732 $ 1,621 $ 8,460 $ 10,213,431 $ (15,878,189 ) $ (5,654,677 )

Round up of shares from reverse stock split – – 2,600 – – – – –

Net loss for the three months ended August 31, 2022 – – – – – – (111,440 ) (111,440 )

Balance, August 31, 2022 200 – 16,192,332 1,621 8,460 10,213,431 (15,989,629 ) (5,766,117 )

Common stock issued for conversion of debt – – 73,753,000 7,375 – 140,132 – 147,507

Investment in Acquisition – – 666,666,668 66,667 – 4,133,333 – 4,200,000

Net loss for the three months ended November 30, 2022 – – – – – – 1,633,699 1,633,699

Balance, November 30, 2022 200 – 756,612,000 75,663 8,460 14,486,896 (14,355,930 ) 215,089

Net income for the three months ended February 28, 2023 – – – – – – (673,260 ) (673,260 )

Balance, February 28, 2023 200 $ – 756,612,000 $ 75,663 $ 8,460 $ 14,486,896 $ (15,029,190 ) $ (458,171 )

Nine Months Ended February 28, 2022

Preferred Stock Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders'
Shares Amount Shares Amount Payable Capital Deficit Deficit

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 – – 2,948,116 295 – 1,502,805 – 1,503,100

Net loss for the three months ended August 31, 2021 – – – – – – (3,002,348 ) (3,002,348 )

Balance, August 31, 2021 200 – 7,626,669 763 8,460 8,489,996 (14,764,585 ) (6,265,366 )

Common stock issued for conversion of debt – – 3,125,737 313 – 1,121,483 – 1,121,796

Net income for the three months ended November 30, 2021 – – – – – – 1,511,032 1,511,032

Balance, November 30, 2021 200 – 10,752,406 1,075 8,460 9,611,479 (13,253,553 ) (3,632,539 )

Common stock issued for conversion of debt – – 3,255,926 326 – 384,032 – 384,358

Net loss for the three months ended February 28, 2022 – – – – – – (605,129 ) (605,129 )

Balance, February 28, 2022 200 $ – 14,008,331 $ 1,401 $ 8,460 $ 9,995,511 $ (13,858,682 ) $ (3,853,310 )

Nine Months Ended February 29, 2024

Preferred Stock Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders' Equity
Shares Amount Shares Amount Payable Capital Deficit (Deficit)

Balance, May 31, 2023 200 $ – 756,612,000 $ 75,663 $ 8,460 $ 14,486,896 $ (14,698,030 ) $ (127,011 )

Net income for the three months ended August 31, 2023 – – – – – – 353,082 353,082

Balance, August 31, 2023 200 – 756,612,000 75,663 8,460 14,486,896 (14,344,948 ) 226,071

Common stock issued for conversion of debt – – 279,334,689 27,932 – 49,179 – 77,111

Common stock issued for Standby Equity Agreement – – 118,443,135 11,844 – 43,887 – 55,731

Net loss for the three months ended November 30, 2023 – – – – – – (134,116 ) (134,116 )

Balance, November 30, 2023 200 – 1,154,389,824 115,440 8,460 14,579,962 (14,479,064 ) 224,798

Common stock issued for conversion of debt – – 256,400,000 25,640 – (4,960 ) – 20,680

Net loss for the three months ended February 29, 2024 – – – – – – (458,936 ) (458,936 )

Balance, February 29, 2024 200 $ – 1,410,789,824 $ 141,080 $ 8,460 $ 14,575,002 $ (14,938,000 ) $ (213,458 )

~~The accompanying notes are an integral part of these financial statements~~

5

THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Statements of ~~Cash Flows~~Stockholders' Equity (Deficit)
(Unaudited)
(continued)

For the Nine Months Ended
February 28,
2023 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 848,999 $ (2,096,445 )
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation of music inventory 1,008 1,753
Gain on settlement of debt – (260,032 )
Income from derivative liability (1,349,841 ) (1,168,456 )
Amortization of debt discounts 44,614 280,546
Loss on conversion of notes payable and accrued interest – 2,810,824
Default interest added to notes principal balance – 103,190
Changes in operating assets and liabilities:
Accounts payable 34,009 9,956
Accrued interest payable on notes payable 196,715 112,778
Accrued consulting fees 165,300 76,950

Net Cash Used by Operating Activities (59,196 ) (128,936 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments from loans receivable, related party (23,247 ) –

Net Cash Used by Investing Activities (23,247 ) –

CASH FLOWS FROM FINANCING ACTIVITIES:

Bank overdraft – (1,140 )
Proceeds from notes payable 94,835 348,250
Repayments of notes payable – (200,500 )
Repayments of notes payable to related parties (12,700 ) (27,272 )
Net proceeds from notes payable to related parties – 31,500

Net Cash Provided by Financing Activities 82,135 150,838

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (308 ) 21,902

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 353 –

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 45 $ 21,902

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:
Interest $ – $ –
Income taxes $ – $ –

Non-cash investing and financing activities:
Issuance of stock and promissory note for investment in acquisition $ 6,200,000 $ –
Initial derivative liability charged to debt discounts $ – $ 283,596
Conversion of debt and accrued interest into common stock $ 147,507 $ 198,429

Nine Months Ended February 28, 2023

Preferred Stock Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders' Equity
Shares Amount Shares Amount Payable Capital Deficit (Deficit)

Balance, May 31, 2022 200 $ – 16,189,732 $ 1,621 $ 8,460 $ 10,213,431 $ (15,878,189 ) $ (5,654,677 )

Round up of shares from reverse stock split – – 2,600 – – – – –

Net loss for the three months ended August 31, 2022 – – – – – – (111,440 ) (111,440 )

Balance, August 31, 2022 200 – 16,192,332 1,621 8,460 10,213,431 (15,989,629 ) (5,766,117 )

Common stock issued for conversion of debt – – 73,753,000 7,375 – 140,132 – 147,507

Investment in Acquisition – – 666,666,668 66,667 – 4,133,333 – 4,200,000

Net income for the three months ended November 30, 2022 – – – – – – 1,633,699 1,633,699

Balance, November 30, 2022 200 – 756,612,000 75,663 8,460 14,486,896 (14,355,930 ) 215,089

Net loss for the three months ended February 28, 2023 – – – – – – (673,260 ) (673,260 )

Balance, February 28, 2023 200 $ – 756,612,000 $ 75,663 $ 8,460 $ 14,486,896 $ (15,029,190 ) $ (458,171 )
The accompanying notes are an integral part of these financial statements

6

THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)

For the Nine Months Ended
February 29, 2024 February 28, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ (239,970 ) $ 848,999
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation of music inventory 667 1,008
Change in fair value of derivative liability (508,915 ) (1,349,841 )
Amortization of debt discounts 82,012 44,614
Changes in operating assets and liabilities:
Accounts payable 19,994 34,009
Accrued interest payable on notes payable 288,209 196,715
Accrued consulting fees 180,000 165,300

Net Cash Used by Operating Activities (178,003 ) (59,196 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Music inventory (620 ) –
Trademark costs (800 ) –
Payments to related party (6,990 ) (23,247 )

Net Cash Used by Investing Activities (8,410 ) (23,247 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Bank overdraft (46 ) –
Proceeds from standby equity agreement 55,732 –
Proceeds from notes payable 141,646 94,835
Repayments of notes payable to related parties (8,757 ) (12,700 )

Net Cash Provided by Financing Activities 188,575 82,135

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,162 (308 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD – 353

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,162 $ 45

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:
Interest $ – $ –
Income taxes $ – $ –

Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts $ 76,056 $ –
Issuance of stock and promissory note for investment in acquisition $ – $ 6,200,000
Conversion of debt and accrued interest into common stock $ 97,791 $ 147,507
The accompanying notes are an integral part of these financial statements
7
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
February ~~28, 2023~~29, 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
~~Basis of Presentation~~
The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and nine months ended February 28, 2023 are not necessarily indicative of results that may be expected for the year ending May 31, 2023.

Organization

The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a ~~wholly-owned~~wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership.
Basis of Presentation
The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and nine months ended February 29, 2024 are not necessarily indicative of results that may be expected for the year ending May 31, 2024.

Acquisition of The Marquie Group, Inc.

On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The ~~company aims to create or acquire compelling brands that can be successfully promoted on the radio network and its vast social media network, which has over 500,000 followers.~~
~~Acquisition of Global Nutrition Experience, Inc.~~
On November 21, 2019 (see Note 8), the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000 shares of our common stock to GNE’s stockholder. The GNETMGI business plan is to license, ~~intellectual property~~develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to ~~third parties.~~chemical ingredients.

78

~~THE MARQUIE GROUP, INC.~~Going Concern
~~(formerly Music~~
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of ~~Your Life, Inc.)~~assets and satisfaction of liabilities in the normal course of business. At February 29, 2024, the Company had negative working capital of $6,460,742 and an accumulated deficit of $14,938,000. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
~~Notes~~
To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2024 and with the expected cash requirements for the coming year, there is substantial doubt as to the ~~Consolidated Financial Statements~~Company’s ability to continue operations.
~~February 28, 2023~~
The Company is attempting to improve these conditions by way of financial assistance through issuances of notes payable and additional equity and by generating revenues through sales of products and services. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - MUSIC INVENTORY

Music inventory consisted of the following:
Schedule of inventory
Schedule of music inventory
February 28, 2023 May 31, 2022 February 29, 2024 May 31, 2023
Digital music acquired for use in operations – at cost $ 21,648 $ 21,648 $ 22,268 $ 21,648
Accumulated depreciation (20,489 ) (19,481 ) (21,386 ) (20,719 )
Music inventory – net $ 1,159 $ 2,167 $ 882 $ 929

The Company purchases digital music to broadcast over the radio and internet. During the three and nine months ended February ~~28, 2023,~~29, 2024, the Company purchased $-$0620- worth of music inventory. For the nine months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ depreciation of music inventory was $~~1,008~~667 and $~~1,753~~1,008, respectively.
9

NOTE 3 – ACCRUED CONSULTING FEES

Accrued consulting fees consisted of the following:
Schedule of consulting fees payable
February 28, 2023 May 31, 2022
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022 $ 428,817 $ 253,817

Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021) 309,600 318,100

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 29,050 30,250

Total $ 1,091,517 $ 926,217
8
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
Schedule of accrued consulting fees
February 29, 2024 May 31, 2023
Due to Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022 $ 668,817 $ 488,817
Due to wife of Company Chief Executive Officer (Related Party) pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021) 305,200 305,200
Due to mother of Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 131,350 131,350
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 144,700 144,700
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 48,000 48,000
Due to two other service providers 27,850 27,850

Total $ 1,325,917 $ 1,145,917

The accrued consulting fees balance changed as follows:
Schedule of accrued consulting fees activity
Schedule of accrued consulting fees balance changed
Nine Months Ended
February 28, 2023 Year Ended
May 31, 2022 Nine Months Ended
February 29, 2024 Year Ended
May 31, 2023
Balance, beginning of period $ 926,217 $ 832,967 $ 1,145,917 $ 926,217
Compensation expense accrued pursuant to consulting agreements 180,000 120,000 180,000 240,000
Payments to consultants (14,700 ) (26,750 ) – (20,300 )

Balance, end of period $ 1,091,517 $ 926,217 $ 1,325,917 $ 1,145,917

See Note 8 (Commitments and Contingencies).
~~NOTE 4 -~~ ~~NOTES PAYABLE~~
~~Notes payable consisted of the following:~~
Schedule of notes payable
February 28, 2023 May 31, 2022
Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 64,700 $ 39,300

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
9
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000

Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500

Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100

Convertible note payable to an entity, interest at 10%, due on demand (CC) – 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 September 18, 2019, in default (GG) 8,505 8,505

Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS) 154,764 154,764

Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 170,212 167,597

Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) 14,000 9,726

Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY) 58,250 58,250

Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ) 245,000 245,000

Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $10,865 and $-0-, respectively (AA) 28,015 –

Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $20,844 and $-0-, respectively (C) 9,711 –

Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements 70,000 70,000

Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements 100,000 100,000

Notes payable to individuals, non-interest bearing, due on demand 103,475 103,476

Total Notes Payable 1,439,122 1,419,108

Less: Current Portion (1,439,122 ) (1,419,108 )

Long-Term Notes Payable $ – $ –

10

~~THE MARQUIE GROUP, INC.~~NOTE 4 - NOTES PAYABLE
~~(formerly Music of Your Life, Inc.)~~
Notes topayable consisted of the ~~Consolidated Financial Statements~~following:
Schedule of notes payable
February 29, 2024 May 31, 2023
Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 64,700 $ 64,700
Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) 50,000 50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000
Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) 25,000 25,000
Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) 40,000 40,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) 25,000 25,000
Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890
Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000
Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500
Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) 35,000 35,000
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) 8,505 8,505
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS) 154,764 154,764
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 170,212 170,212
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) 14,000 14,000
Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY) 58,250 58,250
Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ) 245,000 245,000
Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $-0- and $1,065, respectively (AA) – 37,815
Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default, net of discount of $-0- and $13,143, respectively (C) 19,973 17,412
Convertible note payable to an entity, interest at 12%, due on April 10, 2024, net of discount of $6,845 and $52,586, respectively (F) 54,255 8,514
Convertible note payable to an entity, interest at 10%, due on August 15, 2024, net of discount of $25,021 and $-0-, respectively (J) 16,979 –
Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $1,932 and $-0-, respectively (K) 1,569 –
Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $27,039 and $-0-, respectively (L) 3,516 –
Note payable to an entity, terms to be agreed on and memorialized subsequent to February 29, 2024 48,641 –
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements 70,000 70,000
Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements 100,000 100,000
Notes payable to individuals, non-interest bearing, due on demand 103,476 103,476
Total Notes Payable 1,546,330 1,465,138
Less: Current Portion (1,546,330 ) (1,465,138 )
Long-Term Notes Payable $ – $ –
~~February 28, 2023~~

11
(B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.

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

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

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

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

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

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

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

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

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

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

1112

~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
(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.
(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 6 (Derivative Liability).

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

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

(SS) On November 30, 2020, the Company issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of the conversion. See Note 6 (Derivative Liability).

(VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2) 50% of the lowest trading price of the common stock for the previous 15 day trading period. See Note 6 (Derivative Liability).

(WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

(YY) On December 21, 2021, the Company issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.

12
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
(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.
13

(AA) On June 10, 2022, the Company issued a $38,880 Convertible Promissory Note to a lender for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on June 10, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.05, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).

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

(F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to a lender for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum, is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.003, or (2) the par value of the Common Stock. See Note 6 (Derivative Liability).
(J) On November 7, 2023, the Company issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per annum, is due on August 15, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).
(K) On September 18, 2023, the Company issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per annum, is due on September 18, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).
(L) On January 18, 2024, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $22,800. The note bears interest at a rate of 12% per annum, is due on January 18, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of $0.0002 or 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability).
14
Concentration of Notes Payable:

The principal balance of notes payable was due to:
Notes payable by lender
February 28, 2023 May 31, 2022

Lender A $ 458,014 $ 458,014
Lender B 170,212 170,212
14 other lenders 842,605 797,771

Total 1,470,831 1,425,997

Less debt discounts (31,709 ) (6,889 )

Net $ 1,439,122 $ 1,419,108
13
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
Schedule of principal balance of notes payable
February 29, 2024 May 31, 2023

Lender A $ 458,014 $ 458,014
Lender B 170,212 170,212
14 other lenders 978,941 903,706

Total 1,607,167 1,531,932

Less debt discounts (60,837 ) (66,794 )

Net $ 1,546,330 $ 1,465,138

NOTE 5 - NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:
Schedule of related party notes payable
Schedule of notes payable related parties
February 29, 2024 May 31, 2023
February 28,
2023 May 31,
2022
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 $ 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 69,250 69,250

Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured 1,528 14,228 10,692 19,449

Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) 2,000,000 14,228 2,000,000 2,000,000
��
Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand – 50,000

Total Notes Payable
2,072,851 135,551 2,082,015 2,090,772

Less: Current Portion (2,072,851 ) (135,551 ) (2,082,015 ) (2,090,772 )

Long-Term Notes Payable $ – $ – $ – $ –

1415

~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~

NOTE 6 - DERIVATIVE LIABILITY

The derivative liability ~~at February 28, 2023 and May 31, 2022~~ consisted ~~of:~~
Schedule of derivative liabilities
February 28, 2023 May 31, 2022
Face Value Derivative Liability Face Value Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 296,000 $ 40,000 $ 40,000

Convertible note payable issued April 5, 2017, due on demand (W) 29,000 66,156 29,000 43,500

Convertible note payable issued April 5, 2017, due on demand (X) 21,500 49,047 21,500 32,250

Convertible note payable issued December 1, 2017, due on demand (BB) 50,000 – 50,000 33,333

Convertible note payable issued December 1, 2017, due on demand (CC) 50,000 – 50,000 33,333

Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 259,000 35,000 35,000

Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 62,942 8,506 8,506
��
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 154,795 154,764 1,392,875

Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 170,212 157,061 170,212 1,176,766

Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 76,462 14,000 21,538

Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) 38,880 158,570 – –

Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 30,555 256,662 – –

Totals $ 642,417 $ 1,536,695 $ 572,982 $ 2,817,101
15
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music~~ of ~~Your Life, Inc.)~~
~~Notes to~~ the ~~Consolidated Financial Statements~~following:
~~February 28, 2023~~
Schedule of derivative liability
February 29, 2024 May 31, 2023
Face Value Derivative Liability Face Value Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 120,000 $ 40,000 $ 81,481
Convertible note payable issued April 5, 2017, due on demand (W) 29,000 116,000 29,000 81,093
Convertible note payable issued April 5, 2017, due on demand (X) 21,500 86,000 21,500 60,120
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 105,000 35,000 71,296
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 25,517 8,506 17,326
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 23,042 154,764 151,020
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 170,212 9,216 170,212 153,285
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 29,077 14,000 18,707
Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) – – 38,880 154,078
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 34,203 8,640 30,555 92,797
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) 61,100 28,802 61,100 154,795
Convertible note payable issued November 7, 2023, due on August 15, 2024 (J) 42,000 11,521 61,100 154,795
Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) 3,500 28,802 61,100 154,795
Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) 30,555 11,521 61,100 154,795

Totals $ 644,340 $ 603,138 $ 603,517 $ 1,035,998

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

16
Assumptions used for the calculations of the derivative liability of the notes at February ~~28, 2023~~29, 2024 include (1) stock price of ~~$0.0042~~$0.0003 per share, (2) exercise prices ranging from $0.00004 to ~~$0.00128~~$0.0001 per share, (3) terms ranging from 0 days to ~~249~~323 days, (4) expected volatility of ~~2,182%~~2,207% and (5) risk free interest rates ranging from ~~4.65%~~4.80% to ~~5.17%~~5.53%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, ~~2022~~2023 include (1) stock price of ~~$0.001~~$0.0041 per share, (2) exercise prices ranging from ~~$0.0004~~$0.00004 to ~~$0.00065~~$0.001755 per share, (3) terms ranging from 0 days to 88315 days, (4) expected volatility of ~~1,986%~~2,189% and (5) risk free interest rates ranging from ~~0.73%~~4.65% to ~~1.16%~~5.28%.

Concentration of Derivative Liability:

The derivative liability relates to convertible notes payable due to:
Schedule of derivative liability by Lender
Schedule of derivative liability relates to convertible notes payable
February 28, 2023 May 31, 2022 February 29, 2024 May 31, 2023

Lender A $ 154,795 $ 1,392,874 $ 23,042 $ 151,020
Lender B 453,061 1,176,765 9,217 153,285
Lender C 415,233 – 20,161 415,233
Lender D 398,403 65,044 159,594 107,329
5 other lenders 115,203 182,418 391,124 209,131

Total $ 1,536,695 $ 2,817,101 $ 603,138 $ 1,035,998

NOTE 7 - 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.
16
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock has no conversion, liquidation, or dividend rights.
~~On April 22, 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000,000 to 50,000,000,000 shares.~~
On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100 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, 2019 and February 29, 2020) (25 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2019 and February 29, 2020) (25 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) were recorded at $-0-, the historical cost of the property to TMG.
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. The end date of the offering is August 28, 2020. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $7.50 per share to $3.50 per share. As part of this offering, during the three months ended February 29, 2020, the Company issued an aggregate of 58,438,096 shares of common stock for cash in the amount of $287,200.
On November 21, 2019, the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000 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.
17
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~
~~During the year ended May 31, 2021, the Company issued an aggregate of~~ ~~4,304,842~~ ~~shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $835,050. We incurred a loss on the conversion of notes payable and accrued interest of $1,445,042, which represents the excess of the $2,280,092 fair value of the 4,304,842 shares at the dates of conversion over the $835,050 amount of debt satisfied.~~

Effective April 21, 2022, the Company effectuated a 1 for 1,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 1,000 shares of Common Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would be rounded up to the nearest whole share. Following the Reverse Split, the Company had 16,192,332 common shares issued and outstanding. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.

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

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

~~Also on~~During the ~~Closing Date,~~nine months ended February 29, 2024, the Company issued an aggregate of 118,443,135 shares of common stock pursuant to the Equity Agreement for net proceeds of $55,731.
During the nine months ended February 29, 2024, the Company issued ~~to MacRab a warrant (the “Warrant”) to acquire 11,764,706~~an aggregate of 535,734,689 shares of common stock for the ~~Company’s common stock.~~conversion of notes payable and accrued interest in the aggregate amount of $97,791.
17

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Consulting Agreements with Individuals

The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 3 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provided for monthly compensation of $10,000 through May 31, 2022 and was increased to $20,000 after May 31, 2022. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provided for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019. ~~Most of these~~See Note 3 (Accrued Consulting ~~Fees remain unpaid and are noted on the books as “Accrued Consulting Fees” which are fees that have accumulated over a period of time but left unpaid.~~
18
~~THE MARQUIE GROUP, INC.~~
~~(formerly Music of Your Life, Inc.)~~
~~Notes to the Consolidated Financial Statements~~
~~February 28, 2023~~Fees).

Corporate Consulting Agreement

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

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

On October 16, 2018 (see Note 7), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.
~~NOTE 9 -~~ ~~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 February 28, 2023, the Company had negative working capital of $~~6,692,942~~ ~~and an accumulated deficit of $15,029,190. 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 notes payable and additional equity and by generating revenues through sales of products and services. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 109 – INVESTMENT IN ACQUISITION

On September 20, 2022, the Company entered into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”), in exchange for 666,666,668 shares of common stock of the Company and a promissory note in the face amount of $2,000,000. SIMPLY WHIM is a skin care product development company. At the date of the acquisition, the price per share of the company shares was $0.0063. The total consideration paid by the company (value of stock issued and promissory note) was $6,200,000 which has been recorded as Investment in Acquisition on the balance sheet. The Company determined that the Simply Whim investment should be accounted for under the cost method because the Company does not have the ability to exercise significant influence over operating and financial policies of the investee given there is no representation on the board of directors, participation in policy-making processes, no interchange of managerial personnel, and the majority ownership of the investee is a nonpublic company held by one individual. The Company is currently evaluating the fair value of the investment under the current effective ASU 2016-01 accounting standard.

NOTE 10 – SUBSEQUENT EVENTS
Subsequent to February 29, 2024, the Company issued an aggregate of 1,341,172,984 shares of common stock for the conversion of notes payable and accrued interest in the amount of $97,142.

1918

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

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

BUSINESS OVERVIEW

The Marquie Group, Inc. ~~(TMGI) focuses on~~is an emerging direct-to-consumer ~~sales, marketing,~~firm specializing in product development and ~~product development. By utilizing its wholly owned subsidiary, Music of Your Life—~~media, including a ~~renowned~~dynamic radio ~~band~~ and ~~syndicated network—TMGI promotes both its own products~~digital network. We craft and those of other businesses through radio advertising. The company's primary objective is to establish or acquire captivating brands that can be effectively promoted on the radio network and through its extensive social media network of more than 500,000 followers.
~~To meet these objectives, TMGI recently acquired a 25% stake in Simply Whim, Inc., which encompasses the Whim® Inner and Outer Nutrition line of~~promote top-tier health and beauty ~~products.~~ solutions that enrich lives, showcased through engaging radio content for our audience. We maintain a website at www.themarquiegroup.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports are available free of charge through our website as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC. The ~~Whim® product line~~information on our website is ~~designed~~not a part of or incorporated by reference into this or any other report of the company filed with, or furnished to, address modern skin nutrition and beauty challenges, using a safe, proprietary blend of amino acids, antioxidants, and other nature-derived ingredients. In addition to radio advertising on Music of Your Life, Whim® products are sold through various channels, including social media. The company's social media presence includes nearly 400,000 followers for Music of Your Life®, 100,000 for Simply Whim's founder, and an expanding network of followers for Simply Whim/Whim® exceeding 10,000 combined.the SEC.

~~TMGI markets these products through its subsidiary, Music~~We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Health and Beauty, which also qualify as reportable segments. Our operating segments reflect how we assess the performance of ~~Your Life, which has featured an array~~each operating segment and determine the appropriate allocations of ~~celebrity DJs~~resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary.
We measure and evaluate our operating segments based on operating income and operating expenses that exclude costs related to corporate functions, such as ~~Pat Boone, Peter Marshall, Wink Martindale, Gary Owens,~~accounting and ~~many others. The network's unique~~finance, human resources, legal, tax and ~~rare collection~~treasury. We also exclude costs such as amortization, depreciation, taxes, and interest expense when evaluating the performance of ~~liners~~our operating segments.
Broadcasting
Our foundational business is radio broadcasting, which includes the ownership and ~~promos include shout-outs~~operation of a syndicated radio network including our affiliated radio stations subscribing to our programming delivery.
Advertising revenue generated from ~~numerous Hollywood celebrities, making it~~our syndicated radio operations is reported as broadcast revenue in our Consolidated Financial Statements. Advertising revenue is recorded on a ~~popular feature for listeners. “This~~gross basis unless an agency represents the advertiser, in which case revenue is ~~Frank Sinatra, and you’re listening to~~reported net of the ~~Music of Your Life” is the only radio endorsement given~~commission retained by the ~~legendary singer, which runs daily along with dozens of others celebrity liners. Music of Your Life® can be heard on AM, FM, and HD terrestrial~~agency.
Broadcast revenue is impacted by the rates radio stations ~~across~~can charge for programming and advertising time, the ~~United States~~level of airtime sold to programmers and ~~simulcast~~advertisers, the number of impressions delivered, or downloads made, and the number of listener responses in the case of pay-per-call. Advertising rates are based upon the demand for advertising time, which in turn is based on our stations’ and networks’ ability to ~~more than 60 countries via~~produce results for their advertisers. We market ourselves to advertisers based on the ~~internet.~~responsiveness of our audiences. We do not subscribe to traditional audience measuring services for most of our radio stations.

~~The Music~~Each of ~~Your Life® brand has become~~our radio station affiliates allocates 3 minutes per hour of advertising time for our commercials at a valuable historical asset, synonymous with Americana music from the Great American Songbook and radio broadcasting for nearly five decades. Holding the coveted slot as one of the first audio trademarks ever issued by the United States Patent and Trademark Office, second only to the NBC 3-note chimes, Music of Your Life holds a prominent place in US history. The trademarked audio recording, “The dreams we share we’ll always remember, remember with the Music of Your Life” became a national television commercial starring Tony Bennett. The Music of Your Life brand has been featured in various network television shows such as The West Wing, NBC TV Summer Special starring Tony Tennille, music collections from Time Life and CBS, and multiple PBS television specials, further solidifying its legacy.
The network produces 8,760 hours of radio programming annually, making it the longest-running music radio program in history with a remarkable 394,200 total hours (and counting) covering more than 45 years. The broadcast is supported through 30 and 60-second commercials airingpreset time every hour ~~targeting~~based on the Music of Your Life ~~listening audience.~~clock.

~~Costs~~
19
Our results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly fluctuations in the retail industry. Additionally, we experience increased demand for political advertising during election even numbered years, over non-election odd numbered years. Political advertising revenue varies based on the number and type of candidates as well as the number and type of debated issues.
Broadcast operating expenses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as lease expense and utilities, (iii) marketing and promotional expenses, (iv) production and programming expenses, and (v) music license fees. In addition to these expenses, our network incurs programming costs and expenses for internet communication facilities.
Digital Media
Revenue generated from this segment is reported as digital media revenue in our Consolidated Statements of Operations. Digital media revenue is impacted by the rates our sites can charge for advertising time, the level of advertisements sold, the number of impressions delivered, or the number of products sold.
The primary operating expenses incurred by our digital media businesses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as lease expense and utilities, (iii) marketing and promotional expenses, (iv) royalties, (v) streaming costs, and (vi) cost of goods sold associated with e-commerce sites.
Health and Beauty
Except for AminoMints®, our health and beauty operations are owned by Simply Whim, Inc., and include ~~music licensing agreements, royalties,~~Whim®, an emerging beauty brand blending Nature, Nutrition, and Science to offer safe and effective products. Whim’s founder, a 3-time cancer survivor under treatment, recognizes the U.S.'s regulatory lapses and strives for better standards. Exclusively made in the USA, Whim® aims to provide responsible beauty options. We forecast strong sales growth next year, driven by demand for safer beauty solutions, and plan to exceed these expectations with continued innovation.
Expenses which comprise the costs of goods sold will include operational and staffing ~~expenses~~costs related to ~~managing the syndicated radio network, and~~ product development and product marketing costs. General and administrative expenses ~~consist~~are comprised of administrative ~~wages,~~wages; office ~~expenses,~~expenses; outside legal, ~~and~~ accounting, ~~fees,~~ and other professional ~~fees, as well as~~fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses ~~encompass~~include selling/marketing wages and benefits, advertising, and promotional expenses, as well as travel and other miscellaneous related expenses.
20

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

RESULTS OF OPERATION

Following is management’s discussion of the relevant items affecting results of operations for the three and nine months ended February 29, 2024 and February 28, ~~2023 and 2022.~~2023.

Revenues. The Company generated no net revenues for Broadcasting and Digital Media during the three and nine months ended February 29, 2024 and February 28, ~~2023 and 2022.~~2023. Revenues in the past have been generated from spot sales on our syndicated radio network. Revenue for Health and Beauty will be included in the company’s upcoming annual 10-K report for the year ending May 31, 2024.
20

Cost of Sales. Our cost of sales ~~were~~for Broadcasting and Digital Media was $-0- for the three and nine months ended February 29, 2024 and February 28, ~~2023 and 2022.~~2023. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto. Our Cost of Sales for Health and Beauty will be included in the company’s upcoming annual 10-K report for the year ending May 31, 2024.

Salaries and Consulting ~~Fees~~Expenses. Executive salaries remain unpaid and accruing for the year ending May 31, 2023. Accrued salaries and consulting ~~fees~~expenses were $60,000 and ~~$30,000~~60,000 for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. Accrued salaries and consulting ~~fees~~expenses were $180,000 and ~~$90,000~~180,000 for the nine months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our ~~multi-media entertainment~~health and beauty business.
Professional Fees. Professional fees were ~~$8,096~~$27,410 and ~~$27,763~~$8,096 for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. Professional fees were ~~$59,209~~$90,303 and ~~$68,648~~$59,209 for the nine months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange Commission. We anticipate that professional fees will increase in future periods as we scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were ~~$1,369~~$40,690 and ~~$14,459~~$1,369 for the three months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. Other selling, general and administrative expenses were ~~$13,370~~$102,105 and ~~$23,525~~$13,370 for the nine months ended February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The increase during the nine months ended February 29, 2024 was mostly the result of additional expenses of $62,205 related to investor relations. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

Other Income (Expenses).The Company had net other expenses of $330,836 and $603,795 for the three months ended February 29, 2024 and February 28, 2023, ~~compared to net other expenses of $532,907 for the three months ended February 28, 2022.~~respectively. The Company had net other income of $132,438 and $1,101,578 for the nine months ended February 29, 2024 and February 28, 2023, ~~compared to net other expenses of $1,914,272 for~~respectively. During the nine months ended February ~~28, 2022. During the nine months ended~~29, 2024 and February 28, 2023, the company recorded income on the change in the fair value of the derivative liability in the amount of ~~$1,349,841.~~$508,915 and $1,349,841, respectively. During the nine months ended February ~~28, 2022, the company recorded income on the change in the fair value of the derivative liability in the amount of $1,168,456. During the nine months ended~~29, 2024 and February 28, 2023, ~~and 2022,~~ other expenses incurred were ~~also~~ comprised of interest expenses related to notes payable in the amount of ~~$248,263~~$376,477 and ~~$531,936,~~$248,263, which included the amortization of debt discounts of $82,012 and $44,614, ~~and $259,354,~~ respectively. During the nine months ended February 28, 2023 and 2022, the Company recorded a loss on the conversion of notes payable and accrued interest in the amount of $-0- and $2,810,824, respectively, based on difference between the fair market value of the stock at issuance and the amount of notes payable and accrued interest converted.
21

LIQUIDITY AND CAPITAL RESOURCES

As of February ~~28, 2023,~~29, 2024, our primary source of liquidity consisted of ~~$45~~$2,162 in cash and cash equivalents. We hold our cash reserves in a major United States bank. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in negative working capital and an accumulated deficit at February ~~28, 2023~~29, 2024 of ~~$6,692,942~~$6,460,742 and ~~$15,029,190,~~$14,938,000, respectively, which raises doubt about our ability to continue as a going concern. We generated a net ~~income~~loss for the nine months ended February ~~28, 2023~~29, 2024 of ~~$848,999, however, most of that income was the result of income from derivative liability rather than operating income.~~$239,970. 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.

21
We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

CRITICAL ACCOUNTING PRONOUNCEMENTS

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

Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, ~~2022~~2023 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

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

22
RECENT ACCOUNTING PRONOUNCEMENTS

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

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable because we are a smaller reporting company.
22

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls Over Financial Reporting

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

23

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

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

See Note 7 in the notes to the financial statements.

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

Item 3. Defaults Upon Senior Securities.

The Company has not paid the principal and interest due on 1316 notes payable aggregating ~~$654,481~~$977,704 at February ~~28, 2023.~~29, 2024. See Note 4 to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

~~None.~~During the quarter ended February 29, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
24

Item 6. Exhibits.

Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation of Music of Your life, Inc. (incorporated by reference to the ~~Company’s~~Company's Form S-1/A filed on November 22, 2022)
3.2 Amended and Restated Bylaws of Music of Your Life, Inc. (incorporated by reference to the Company’s Form S-1/A filed on November 22, 2022)
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

2425

SIGNATURES

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

The Marquie Group, Inc.

Date: April ~~21, 2023~~22, 2024 By: /s/ Marc Angell
Marc Angell
Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)

2526

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements	3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation	2019
Item 3: Quantitative and Qualitative Disclosures about Market Risk	2322
Item 4: Controls and Procedures	23

PART II: OTHER INFORMATION

Item 1: Legal Proceedings	24
Item 1A: Risk Factors	24
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3: Defaults Upon Senior Securities	24
Item 4: Mine Safety Disclosures	24
Item 5: Other Information	24
Item 6: Exhibits	2425

SIGNATURES	2526



	February 29,			May 31,
	2024			2023
	(Unaudited)
ASSETS
CURRENT ASSETS

Cash and cash equivalents	$	2,162		$	–

Total Current Assets		2,162			–

OTHER ASSETS

Investment in Acquisition		6,200,000			6,200,000
Loans receivable, related party		35,237			28,247
Music inventory, net of accumulated depreciation of $21,386 and $20,719, respectively		882			929
Trademark costs		11,165			10,365

Total Other Assets		6,247,284			6,239,541

TOTAL ASSETS	$	6,249,446		$	6,239,541

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES

Bank overdraft	$	–		$	46
Accounts payable		70,658			50,664
Accrued interest payable on notes payable		834,846			578,017
Accrued consulting fees, related parties		1,105,367			925,367
Accrued consulting fees		220,550			220,550
Notes payable, net of debt discounts of $60,837 and $66,794, respectively		1,546,330			1,465,138
Notes payable to related parties		2,082,015			2,090,772
Derivative liability		603,138			1,035,998

Total Current Liabilities		6,462,904			6,366,552

TOTAL LIABILITIES		6,462,904			6,366,552

STOCKHOLDERS' DEFICIT

Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding		–			–
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 1,410,789,824 and 756,612,000 shares issued and outstanding, respectively		141,080			75,663
Common stock payable - 1 share		8,460			8,460
Additional paid-in-capital		14,575,002			14,486,896
Accumulated deficit		(14,938,000	)		(14,698,030	)

Total Stockholders' Deficit		(213,458	)		(127,011	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,249,446		$	6,239,541


ASSETS
	February 28,			May 31,
	2023			2022

CURRENT ASSETS

Cash and cash equivalents	$	45		$	353

Total Current Assets		45			353

OTHER ASSETS

Investment in Acquisition		6,200,000			–
Loans receivable, related party		23,247			–
Music inventory, net of accumulated depreciation of $20,489 and $19,481, respectively		1,159			2,167
Trademark costs		10,365			10,365

Total Other Assets		6,234,771			12,532

TOTAL ASSETS	$	6,234,816		$	12,885

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable	$	69,414		$	35,405
Accrued interest payable on notes payable		483,388			334,180
Accrued consulting fees		1,091,517			926,217
Notes payable, net of debt discounts of $31,709 and $6,889, respectively		1,439,122			1,419,108
Notes payable to related parties		2,072,851			135,551
Derivative liability		1,536,695			2,817,101

Total Current Liabilities		6,692,987			5,667,562

TOTAL LIABILITIES		6,692,987			5,667,562

STOCKHOLDERS' DEFICIT

Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding		–			–
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 756,612,000 and 16,189,732 shares issued and outstanding, respectively		75,663			1,621
Common stock payable - 1 share		8,460			8,460
Additional paid-in-capital		14,486,896			10,213,431
Accumulated deficit		(15,029,190	)		(15,878,189	)

Total Stockholders' Deficit		(458,171	)		(5,654,677	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,234,816		$	12,885


	For the Three Months Ended						For the Nine Months Ended
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023

NET REVENUES	$	–		$	–		$	–		$	–

OPERATING EXPENSES

Salaries and Consulting fees to related parties		60,000			60,000			180,000			180,000
Professional fees		27,410			8,096			90,303			59,209
Other selling, general and administrative		40,690			1,369			102,105			13,370

Total Operating Expenses		128,100			69,465			372,408			252,579

LOSS FROM OPERATIONS		(128,100	)		(69,465	)		(372,408	)		(252,579	)

OTHER INCOME (EXPENSES)

Change in fair value of derivative liability		(202,283	)		(501,275	)		508,915			1,349,841
Interest expense (including amortization of debt discounts of $33,131, $17,120, $82,012, and $44,614, respectively)		(128,553	)		(102,520	)		(376,477	)		(248,263	)

Total Other Income (Expenses)		(330,836	)		(603,795	)		132,438			1,101,578

INCOME (LOSS) BEFORE INCOME TAXES		(458,936	)		(673,260	)		(239,970	)		848,999

INCOME TAX EXPENSE		–			–			–			–

NET INCOME (LOSS)	$	(458,936	)	$	(673,260	)	$	(239,970	)	$	848,999

BASIC AND DILUTED:
Net income (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00

Weighted average shares outstanding		1,211,131,582			756,612,000			941,858,075			451,229,140


	Nine Months Ended February 28, 2023
	Preferred Stock			Common Stock			Common Stock		Additional Paid-in		Accumulated			Total Stockholders'
	Shares	Amount		Shares	Amount		Payable		Capital		Deficit			Deficit

Balance, May 31, 2022	200	$	–	16,189,732	$	1,621	$	8,460	$	10,213,431	$	(15,878,189	)	$	(5,654,677	)

Round up of shares from reverse stock split	–		–	2,600		–		–		–		–			–

Net loss for the three months ended August 31, 2022	–		–	–		–		–		–		(111,440	)		(111,440	)

Balance, August 31, 2022	200		–	16,192,332		1,621		8,460		10,213,431		(15,989,629	)		(5,766,117	)

Common stock issued for conversion of debt	–		–	73,753,000		7,375		–		140,132		–			147,507

Investment in Acquisition	–		–	666,666,668		66,667		–		4,133,333		–			4,200,000

Net loss for the three months ended November 30, 2022	–		–	–		–		–		–		1,633,699			1,633,699

Balance, November 30, 2022	200		–	756,612,000		75,663		8,460		14,486,896		(14,355,930	)		215,089

Net income for the three months ended February 28, 2023	–		–	–		–		–		–		(673,260	)		(673,260	)

Balance, February 28, 2023	200	$	–	756,612,000	$	75,663	$	8,460	$	14,486,896	$	(15,029,190	)	$	(458,171	)

	Nine Months Ended February 28, 2022

	Preferred Stock			Common Stock			Common Stock		Additional Paid-in		Accumulated			Total Stockholders'
	Shares	Amount		Shares	Amount		Payable		Capital		Deficit			Deficit

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	–		–	2,948,116		295		–		1,502,805		–			1,503,100

Net loss for the three months ended August 31, 2021	–		–	–		–		–		–		(3,002,348	)		(3,002,348	)

Balance, August 31, 2021	200		–	7,626,669		763		8,460		8,489,996		(14,764,585	)		(6,265,366	)

Common stock issued for conversion of debt	–		–	3,125,737		313		–		1,121,483		–			1,121,796

Net income for the three months ended November 30, 2021	–		–	–		–		–		–		1,511,032			1,511,032

Balance, November 30, 2021	200		–	10,752,406		1,075		8,460		9,611,479		(13,253,553	)		(3,632,539	)

Common stock issued for conversion of debt	–		–	3,255,926		326		–		384,032		–			384,358

Net loss for the three months ended February 28, 2022	–		–	–		–		–		–		(605,129	)		(605,129	)

Balance, February 28, 2022	200	$	–	14,008,331	$	1,401	$	8,460	$	9,995,511	$	(13,858,682	)	$	(3,853,310	)


	Nine Months Ended February 29, 2024

	Preferred Stock				Common Stock				Common Stock		Additional Paid-in			Accumulated			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Payable		Capital			Deficit			(Deficit)

Balance, May 31, 2023		200	$	–		756,612,000	$	75,663	$	8,460	$	14,486,896		$	(14,698,030	)	$	(127,011	)

Net income for the three months ended August 31, 2023		–		–		–		–		–		–			353,082			353,082

Balance, August 31, 2023		200		–		756,612,000		75,663		8,460		14,486,896			(14,344,948	)		226,071

Common stock issued for conversion of debt		–		–		279,334,689		27,932		–		49,179			–			77,111

Common stock issued for Standby Equity Agreement		–		–		118,443,135		11,844		–		43,887			–			55,731

Net loss for the three months ended November 30, 2023		–		–		–		–		–		–			(134,116	)		(134,116	)

Balance, November 30, 2023		200		–		1,154,389,824		115,440		8,460		14,579,962			(14,479,064	)		224,798

Common stock issued for conversion of debt		–		–		256,400,000		25,640		–		(4,960	)		–			20,680

Net loss for the three months ended February 29, 2024		–		–		–		–		–		–			(458,936	)		(458,936	)

Balance, February 29, 2024		200	$	–		1,410,789,824	$	141,080	$	8,460	$	14,575,002		$	(14,938,000	)	$	(213,458	)

Schedule of inventory
Schedule of music inventory
	February 28, 2023			May 31, 2022			February 29, 2024			May 31, 2023
Digital music acquired for use in operations – at cost	$	21,648		$	21,648		$	22,268		$	21,648
Accumulated depreciation		(20,489	)		(19,481	)		(21,386	)		(20,719	)
Music inventory – net	$	1,159		$	2,167		$	882		$	929

Schedule of consulting fees payable
	February 28, 2023		May 31, 2022
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022	$	428,817	$	253,817

Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021)		309,600		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		29,050		30,250

Total	$	1,091,517	$	926,217

Schedule of accrued consulting fees
	February 29, 2024		May 31, 2023
Due to Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022	$	668,817	$	488,817
Due to wife of Company Chief Executive Officer (Related Party) pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021)		305,200		305,200
Due to mother of Company Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019		131,350		131,350
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019		144,700		144,700
Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019		48,000		48,000
Due to two other service providers		27,850		27,850

Total	$	1,325,917	$	1,145,917

Schedule of accrued consulting fees activity
Schedule of accrued consulting fees balance changed
	Nine Months Ended February 28, 2023			Year Ended May 31, 2022			Nine Months Ended February 29, 2024		Year Ended May 31, 2023
Balance, beginning of period	$	926,217		$	832,967		$	1,145,917	$	926,217
Compensation expense accrued pursuant to consulting agreements		180,000			120,000			180,000		240,000
Payments to consultants		(14,700	)		(26,750	)		–		(20,300	)

Balance, end of period	$	1,091,517		$	926,217		$	1,325,917	$	1,145,917

Schedule of notes payable
	February 28, 2023		May 31, 2022
Notes payable to an entity, non-interest bearing, due on demand, unsecured	$	64,700	$	39,300

Note payable to an individual, due on May 22, 2015, in default (B)		25,000		25,000

Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000		50,000

Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000		7,000

Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000		50,000

Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000		50,000

Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)		25,000		25,000

Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)		40,000		40,000

Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)		25,000		25,000

Convertible note payable to an individual, interest at 10%, due on demand (V)		46,890		46,890

Convertible note payable to an individual, interest at 8%, due on demand (W)		29,000			29,000

Convertible note payable to an individual, interest at 8%, due on demand (X)		21,500			21,500

Convertible note payable to an entity, interest at 10%, due on demand (Y)		8,100			8,100

Convertible note payable to an entity, interest at 10%, due on demand (CC)		–			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 September 18, 2019, in default (GG)		8,505			8,505

Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS)		154,764			154,764

Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV)		170,212			167,597

Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW)		14,000			9,726

Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY)		58,250			58,250

Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ)		245,000			245,000

Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $10,865 and $-0-, respectively (AA)		28,015			–

Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $20,844 and $-0-, respectively (C)		9,711			–

Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements		70,000			70,000

Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements		100,000			100,000

Notes payable to individuals, non-interest bearing, due on demand		103,475			103,476

Total Notes Payable		1,439,122			1,419,108

Less: Current Portion		(1,439,122	)		(1,419,108	)

Long-Term Notes Payable	$	–		$	–

Notes payable by lender
	February 28, 2023			May 31, 2022

Lender A	$	458,014		$	458,014
Lender B		170,212			170,212
14 other lenders		842,605			797,771

Total		1,470,831			1,425,997

Less debt discounts		(31,709	)		(6,889	)

Net	$	1,439,122		$	1,419,108

Schedule of principal balance of notes payable
	February 29, 2024			May 31, 2023

Lender A	$	458,014		$	458,014
Lender B		170,212			170,212
14 other lenders		978,941			903,706

Total		1,607,167			1,531,932

Less debt discounts		(60,837	)		(66,794	)

Net	$	1,546,330		$	1,465,138

Schedule of related party notes payable
Schedule of notes payable related parties
							February 29, 2024			May 31, 2023
	February 28, 2023			May 31, 2022
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		$	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			69,250			69,250

Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured		1,528			14,228			10,692			19,449

Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10)		2,000,000			14,228			2,000,000			2,000,000
	��
Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand		–			50,000

Total Notes Payable		2,072,851			135,551			2,082,015			2,090,772

Less: Current Portion		(2,072,851	)		(135,551	)		(2,082,015	)		(2,090,772	)

Long-Term Notes Payable	$	–		$	–		$	–		$	–

Schedule of derivative liabilities
	February 28, 2023				May 31, 2022
	Face Value		Derivative Liability		Face Value			Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	296,000	$	40,000		$	40,000

Convertible note payable issued April 5, 2017, due on demand (W)		29,000		66,156		29,000			43,500

Convertible note payable issued April 5, 2017, due on demand (X)		21,500		49,047		21,500			32,250

Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		–		50,000			33,333

Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		–		50,000			33,333

Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		259,000		35,000			35,000

Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		8,506		62,942		8,506			8,506
							��
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)		154,764		154,795		154,764			1,392,875

Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)		170,212		157,061		170,212			1,176,766

Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)		14,000		76,462		14,000			21,538

Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)		38,880		158,570		–			–

Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)		30,555		256,662		–			–

Totals	$	642,417	$	1,536,695	$	572,982		$	2,817,101

Schedule of derivative liability
	February 29, 2024				May 31, 2023
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	120,000	$	40,000	$	81,481
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		116,000		29,000		81,093
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		86,000		21,500		60,120
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		105,000		35,000		71,296
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		8,506		25,517		8,506		17,326
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)		154,764		23,042		154,764		151,020
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)		170,212		9,216		170,212		153,285
Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW)		14,000		29,077		14,000		18,707
Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)		–		–		38,880		154,078
Convertible note payable issued November 4, 2022, due on November 4, 2023 (C)		34,203		8,640		30,555		92,797
Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)		61,100		28,802		61,100		154,795
Convertible note payable issued November 7, 2023, due on August 15, 2024 (J)		42,000		11,521		61,100		154,795
Convertible note payable issued September 18, 2023, due on September 18, 2024 (K)		3,500		28,802		61,100		154,795
Convertible note payable issued January 18, 2024, due on January 18, 2025 (L)		30,555		11,521		61,100		154,795

Totals	$	644,340	$	603,138	$	603,517	$	1,035,998

Schedule of derivative liability by Lender
Schedule of derivative liability relates to convertible notes payable
	February 28, 2023		May 31, 2022		February 29, 2024		May 31, 2023

Lender A	$	154,795	$	1,392,874	$	23,042	$	151,020
Lender B		453,061		1,176,765		9,217		153,285
Lender C		415,233		–		20,161		415,233
Lender D		398,403		65,044		159,594		107,329
5 other lenders		115,203		182,418		391,124		209,131

Total	$	1,536,695	$	2,817,101	$	603,138	$	1,035,998

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of Music of Your life, Inc. (incorporated by reference to the ~~Company’s~~Company's Form S-1/A filed on November 22, 2022)
3.2		Amended and Restated Bylaws of Music of Your Life, Inc. (incorporated by reference to the Company’s Form S-1/A filed on November 22, 2022)
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	The Marquie Group, Inc.

Date: April ~~21, 2023~~22, 2024	By:	/s/ Marc Angell
		Marc Angell
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)