Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2019 | Apr. 16, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Marquie Group, Inc. | |
Entity Central Index Key | 0001434601 | |
Document Type | 10-Q/A | |
Document Period End Date | Feb. 28, 2019 | |
Amendment Flag | true | |
Amendment Description | This amendment is for the sole purpose of filing the XBRL financial report. | |
Current Fiscal Year End Date | --05-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 79,487,935 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2019 | May 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 127,841 | $ 5 |
Loans receivable from related party | 15,950 | 15,950 |
Total Current Assets | 143,791 | 15,955 |
OTHER ASSETS | ||
Music inventory | 9,466 | 9,681 |
Trademark costs | 10,015 | 7,665 |
Total Other Assets | 19,481 | 17,346 |
TOTAL ASSETS | 163,272 | 33,301 |
CURRENT LIABILITIES | ||
Bank overdraft | 0 | 517 |
Accounts payable | 12,445 | 15,607 |
Accrued interest payable on notes payable | 253,144 | 252,051 |
Accrued consulting fees | 415,850 | 286,650 |
Notes payable | 994,650 | 820,753 |
Notes payable to related parties | 155,323 | 178,411 |
Derivative liability | 2,699,659 | 653,803 |
Total Current Liabilities | 4,531,071 | 2,207,792 |
TOTAL LIABILITIES | 4,531,071 | 2,207,792 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 0 |
Common stock | 5,970 | 91 |
Common stock payable | 8,460 | 8,460 |
Additional paid-in-capital | 3,649,980 | 2,114,752 |
Accumulated deficit | (8,032,209) | (4,297,794) |
Total Stockholders' Deficit | (4,367,799) | (2,174,491) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 163,272 | $ 33,301 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2019 | May 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 59,700,131 | 910,610 |
Common stock, shares outstanding | 910,610 | 910,610 |
Common stock payable, shares | 75 | 75 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 200 | 200 |
Preferred stock, shares outstanding | 200 | 200 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 1,496 | $ 931 | $ 4,469 | $ 4,168 |
OPERATING EXPENSES | ||||
Salaries and Consulting fees | 71,500 | 113,000 | 239,000 | 250,696 |
Professional fees | 20,578 | 14,752 | 60,773 | 54,121 |
Other selling, general and administrative | 71,714 | 18,436 | 104,752 | 50,582 |
Total Operating Expenses | 163,792 | 146,188 | 404,525 | 355,399 |
LOSS FROM OPERATIONS | (162,296) | (145,257) | (400,056) | (351,231) |
OTHER INCOME (EXPENSES) | ||||
Income (expense) from derivative liability | (458,385) | (58,264) | (1,635,356) | 341,606 |
Interest expense | (211,592) | (166,987) | (344,376) | (274,352) |
Loss on conversion of notes payable and accrued interest | (1,053,012) | 0 | (1,354,627) | 0 |
Total Other Income (Expenses) | (1,722,989) | (225,251) | (3,334,359) | 67,254 |
LOSS BEFORE INCOME TAXES | (1,885,285) | (370,508) | (3,734,415) | (283,977) |
INCOME TAX EXPENSE | 0 | 0 | 0 | 0 |
NET LOSS | $ (1,885,285) | $ (370,508) | $ (3,734,415) | $ (283,977) |
BASIC AND DILUTED: | ||||
Net income (loss) per common share | $ (0.04) | $ (0.49) | $ (0.11) | $ (0.41) |
Weighted average shares outstanding | 52,250,028 | 762,319 | 34,603,973 | 700,918 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 0 | $ 0 | $ 41,000 | $ 0 |
Amortization of debt discounts | $ 112,355 | $ 90,347 | $ 200,925 | $ 148,556 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,734,415) | $ (283,977) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Promissory note issued for services | 50,000 | |
Stock-based compensation | 41,000 | 0 |
Depreciation of music inventory | 2,490 | 0 |
Expense (Income) from derivative liability | 1,635,356 | (341,606) |
Amortization of debt discounts | 200,925 | 148,556 |
Non-cash interest expense | 0 | 20,000 |
Loss on conversion of notes payable and accrued interest | 1,354,627 | 0 |
Changes in operating assets and liabilities: | ||
Music inventory | (2,275) | (2,568) |
Accounts payable | (3,162) | (485) |
Accrued interest payable on notes payable | 74,045 | 97,796 |
Accrued consulting fees | 129,200 | 123,800 |
Net Cash Used by Operating Activities | (302,209) | (188,484) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Trademark costs | (2,350) | (325) |
Net Cash Used by Investing Activities | (2,350) | (325) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | (517) | 0 |
Proceeds from notes payable | 456,000 | 170,475 |
Net proceeds from notes payable to related parties | 1,505 | 13,900 |
Payments on notes payable to related parties | (24,593) | 0 |
Net Cash Provided by Financing Activities | 432,395 | 184,375 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 127,836 | (4,434) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 5 | 10,113 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 127,841 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Initial derivative liability charged to debt discounts | 400,500 | 191,666 |
Conversion of debt and accrued interest into common stock | 145,479 | 39,253 |
Common stock issued for merger with The Marquie Group, Inc. | 4,000 | 0 |
Promissory note issued for accrued consulting fees | $ 0 | $ 50,000 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 9 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 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 nine months ended February 28, 2019 are not necessarily indicative of results that may be expected for the year ending May 31, 2019. Organization Music of Your Life, Inc. (hereafter, “we”, “our”, “us”, “MYL”, or the “Company”) was incorporated on January 30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013, the Company entered into a merger agreement (the “Merger”) with Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing television shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013. Reverse Stock Split Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 912,863 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split. Acquisition of The Marquie Group, Inc. On August 16, 2018 (see Note 7), the Company merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 40,000,002 shares of our common stock to TMG’s stockholders. Following the merger, the Company had 40,912,865 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.” |
NOTE 2 - LOANS RECEIVABLE - REL
NOTE 2 - LOANS RECEIVABLE - RELATED PARTY | 9 Months Ended |
Feb. 28, 2019 | |
Receivables [Abstract] | |
NOTE 2 - LOANS RECEIVABLE - RELATED PARTY | NOTE 2 - LOANS RECEIVABLE – RELATED PARTY During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans are non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 8). As of February 28, 2019, the balance due on this loan was $15,950. |
NOTE 3 - MUSIC INVENTORY
NOTE 3 - MUSIC INVENTORY | 9 Months Ended |
Feb. 28, 2019 | |
Inventory Disclosure [Abstract] | |
NOTE 3 - MUSIC INVENTORY | NOTE 3 - MUSIC INVENTORY Music inventory consisted of the following: February 28, 2019 May 31, 2018 Digital music acquired for use in operations – at cost $ 19,330 $ 17,055 Accumulated depreciation (9,864 ) (7,374 ) Music inventory – net $ 9,466 $ 9,681 The Company purchases digital music to broadcast over the radio and internet. During the nine months ended February 28, 2019, the Company purchased $2,275 worth of music inventory. For the nine months ended February 28, 2019 and 2018, depreciation of music inventory was $1,638 and $-0-, respectively. |
NOTE 4 - NOTES PAYABLE
NOTE 4 - NOTES PAYABLE | 9 Months Ended |
Feb. 28, 2019 | |
Debt Disclosure [Abstract] | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE Notes payable consisted of the following: February 28, 2019 May 31, Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 45,500 $ — Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (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 entity, interest at 10%, due on March 17, 2017, in default (Q) 19,586 33,686 Convertible note payable to an entity, interest at 10%, due on April 1, 2017, in default (R) 21,250 46,250 Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default (S) 40,750 40,750 Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default (T) 5,890 36,900 Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default (U) 44,331 46,750 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,600 8,600 Convertible note payable to an entity, interest at 12%, due on March 16, 2018, in default (Z) 37,000 37,000 Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default – net of discount of $-0- and $54,247, respectively (AA) 88,000 33,753 Convertible note payable to an entity, interest at 10%, due on demand (CC) 50,000 50,000 Convertible note payable to an entity, interest at 10%, due on March 5, 2019 – net of discount of $479 and $26,658, respectively (DD) 34,521 8,342 Convertible note payable to an entity, interest at 10%, due on April 4, 2019 – net of discount of $3.596 and $31,644, respectively (EE) 33,903 5,856 Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $12,452 and $-0-, respectively (FF) 10,048 — Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $9,962 and $-0-, respectively (GG) 8,037 — Convertible note payable to an entity, interest at 10%, due on September 19, 2019 – net of discount of $148,175 and $-0-, respectively (HH) 51,825 — Convertible note payable to an entity, interest at 10%, due on August 4, 2019 – net of discount of $147,459 and $-0-, respectively (II) 22,541 — Notes payable to individuals, non-interest bearing, due on demand 103,475 103,476 Total Notes Payable 994,650 820,753 Less: Current Portion (994,650 ) (820,753 ) Long-Term Notes Payable $ — $ — (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company also agreed to issue 500,000 shares of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note. (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 the Equity Purchase Agreement (See Note 8). 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. The Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note. (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company also agreed to issue 2,000,000 shares of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $30,159. This amount was amortized over the 75 days life of the promissory note. (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. The Company also agreed to issue 2,000,000 shares of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $27,273. This amount was amortized over the 75 days life of the promissory note. (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. The Company also agreed to issue 1,000,000 shares of common stock, valued at $30,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares of common stock to the lender and for interest 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, is 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. (Q) On June 17, 2016, the Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (R) On July 21, 2016, the Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $2.00 per share. (S) On September 13, 2016, the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $2.00 per share. (T) On November 16, 2016, the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on August 16, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (U) On January 31, 2017, the Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on October 31, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (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 an earlier promissory note. 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 $0.5172 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 an earlier promissory note. 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 an earlier promissory note. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.16 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. (Z) On June 16, 2017, the Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on March 16, 2018, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (AA) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment. (CC) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 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, is 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). (EE) On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, is due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (FF) On September 18, 2018, the Company issued a $22,500 Convertible Promissory Note to a lender for net loan proceeds of $17,500. The note bears interest at a rate of 10% per annum, is 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). (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, is 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). (HH) On December 19, 2018, the Company issued a $200,000 Convertible Promissory Note to a lender for net loan proceeds of $169,000. The note bears interest at a rate of 10% per annum, is due on September 19, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (II) On February 4, 2019, the Company issued a $170,000 Convertible Promissory Note to a lender for net loan proceeds of $149,955. The note bears interest at a rate of 10% per annum, is due on August 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). |
NOTE 5 - NOTES PAYABLE - RELATE
NOTE 5 - NOTES PAYABLE - RELATED PARTIES | 9 Months Ended |
Feb. 28, 2019 | |
Related Party Transactions [Abstract] | |
NOTE 5 - NOTES PAYABLE - RELATED PARTIES | NOTE 5 - NOTES PAYABLE – RELATED PARTIES Notes payable – related parties consisted of the following: February 28, May 31, Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured $ — $ 23,088 Note payable to Company law firm (and owner of 10,000,000 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 2,073 2,073 Notes payable to The OZ Corporation (owner of 10,000,000 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 103,250 103,250 Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 10,000,000 shares of common stock since August 16, 2018), interest at 10%, due on demand, convertible at the option of the lender into shares of Company common stock equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability) 50,000 50,000 Total Notes Payable 155,323 178,411 Less: Current Portion (155,323 ) (178,411 ) Long-Term Notes Payable $ — $ — In the three months ended February 28, 2019, the Company paid the wife of the Company’s Chief Executive Officer a total of $50,000 for repayment of the note payable due her ($24,593) and agreed interest expense ($25,407). |
NOTE 6 - DERIVATIVE LIABILITY
NOTE 6 - DERIVATIVE LIABILITY | 9 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
NOTE 6 - DERIVATIVE LIABILITY | NOTE 6 - DERIVATIVE LIABILITY The derivative liability at February 28, 2019 and May 31, 2018 consisted of: February 28, 2019 May 31, 2018 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 105,455 $ 40,000 $ 40,000 Convertible note payable issued June 17, 2016, due March 17, 2017 (Q) 19,586 44,999 33,686 27,561 Convertible note payable issued November 16, 2016, due August 16, 2017 (T) 5,890 15,529 36,900 47,000 Convertible note payable issued January 31, 2017, due October 31, 2017 (U) 44,331 116,874 46,750 46,750 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 102,818 29,000 43,500 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 76,227 21,500 32,250 Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z) 37,000 97,545 37,000 37,000 Convertible note payable issued January 11, 2018, due on January 11, 2019 (AA) 88,000 232,000 88,000 171,204 Convertible note payable issued December 1, 2017, due on demand (BB) 50,000 101,515 50,000 33,333 Convertible note payable issued December 1, 2017, due on demand (CC) 50,000 101,515 50,000 33,333 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 94,182 35,000 68,915 Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE) 37,500 121,364 37,500 72,957 Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF) 22,500 81,818 — — Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 18,000 65,455 — — Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH) 200,000 727,273 — — Convertible note payable issued February 4, 2019, due on August 4, 2019 (II) 170,000 615,090 — — Totals $ 860,807 $ 2,699,659 $ 505,336 $ 653,803 The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculations of the derivative liability of the notes at February 28, 2019 include (1) stock price of $0.02 per share, (2) exercise prices ranging from $0.0044 to $0.0066 per share, (3) terms ranging from -0- days to 203 days, (4) expected volatility of 777.61 and (5) risk free interest rates ranging from 2.44% to 2.50%. Assumptions used for the calculations of the derivative liability of the notes at May 31, 2018 include (1) stock price of $0.0001 per share ($0.40 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split, (2) exercise prices ranging from $0.00004 to $0.00006 per share ($0.16 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split, (3) terms ranging from 0 days to 278 days, (4) expected volatility of 527% and (5) risk free interest rates ranging from 1.76% to 2.23%. |
NOTE 7 - EQUITY TRANSACTIONS
NOTE 7 - EQUITY TRANSACTIONS | 9 Months Ended |
Feb. 28, 2019 | |
Equity [Abstract] | |
NOTE 7 - EQUITY TRANSACTIONS | 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. 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. During the year ended May 31, 2018, the Company issued an aggregate of 278,818 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for the conversion of notes payable and interest in the aggregate amount of $54,653. During the year ended May 31, 2018, the Company issued 29,500 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for cash in the amount of $500. 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 40,000,002 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 40,000,002 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (20,000,002 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2018 and February 28, 2019) (10,000,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2018 and February 28, 2019) (10,000,000 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 40,000,002 shares of common stock) was recorded at $-0-, the historical cost of the property to TMG. During the nine months ended February 28, 2019, the Company issued an aggregate of 16,787,266 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $145,480. We incurred a loss on the conversion of notes payable and accrued interest of $1,354,627, which represents the excess of the $1,500,106 fair value of the 16,787,266 shares at the dates of conversion over the $145,479 amount of debt satisfied. On October 16, 2018, the Company issued 2,000,000 shares of its common stock to the consulting firm entity discussed in Note 8. The $41,000 estimated fair value of the 2,000,000 shares (based on the At February 28, 2019, there are no stock options or warrants outstanding. |
NOTE 8 - COMMITMENTS AND CONTIN
NOTE 8 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Feb. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Service Agreements On November 5, 2012, the Company executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party. Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 2). On May 31, 2015, this agreement was terminated. On March 1, 2017, the Company executed a Consulting Agreement with the Company’s chief executive officer. The agreement provides for monthly compensation of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the nine months ended February 28, 2019 and 2018, consulting fees expensed under this Consulting Agreement were $90,000 and $90,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under this Consulting Agreement were $104,800 and $71,800, respectively. On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under these 2 Consulting Agreements totaled $90,000 and $90,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under these 2 Consulting Agreements were $266,050 and $181,850, respectively. Effective September 1, 2015, the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate this Consulting Agreement at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under this Consulting Agreement totaled $9,000 and $9,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under this Consulting Agreement was $42,000 and $33,000, respectively. Effective January 1, 2019, the Company entered into Consulting Agreements with two other service providers. The agreements provide for monthly compensation of $1,000 and $500, respectively, on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under these Consulting Agreements totaled $3,000 and $-0-, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under these Consulting Agreements was $3,000 and $-0-, respectively. Corporate Consulting Agreement On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were accrued at May 31, 2018. On October 16, 2018 (see Note 7), the Company issued 2,000,000 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
NOTE 9 - GOING CONCERN | 9 Months Ended |
Feb. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 9 - GOING CONCERN | 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, 2019, the Company had negative working capital of $2,497,534 and an accumulated deficit of $5,088,599. 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, 2019 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 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 9 Months Ended |
Feb. 28, 2019 | |
Subsequent Events [Abstract] | |
NOTE 10 - SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS From March 1, 2019 to April 4, 2019, the Company issued a total of 19,787,804 shares of its common stock for the conversion of notes payable and accrued interest in the aggregate amount of $66,277. The $197,619 excess of the $265,997 fair value of the 19,787,804 shares at the dates of conversion over the $68,378 of debt satisfied will be charged to “Loss on conversion of notes payable and accrued interest” in the three months ended May 31, 2019. On March 4, 2019, the Company received $67,500 from EMA Financial, LLC as net loan proceeds of a $75,000 10% convertible note due November 13, 2019. The default interest rate on the note is 24%. The note is convertible at the option of the lender into shares of the Company common stock at a conversion price equal to the lower of (i) the closing sale price on the trading day immediately preceding the issue date and (ii) 50% of either the lowest sale price during the 20 trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower. |
NOTE 1 - SUMMARY OF SIGNIFICA_2
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 9 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended February 28, 2019 are not necessarily indicative of results that may be expected for the year ending May 31, 2019. |
Organization | Organization Music of Your Life, Inc. (hereafter, “we”, “our”, “us”, “MYL”, or the “Company”) was incorporated on January 30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013, the Company entered into a merger agreement (the “Merger”) with Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing television shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013. |
Reverse Stock Split | Reverse Stock Split Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 912,863 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split. |
Acquisition of The Marquie Group, Inc. | Acquisition of The Marquie Group, Inc. On August 16, 2018 (see Note 7), the Company merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 40,000,002 shares of our common stock to TMG’s stockholders. Following the merger, the Company had 40,912,865 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.” |
NOTE 3 - MUSIC INVENTORY (Table
NOTE 3 - MUSIC INVENTORY (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Music inventory | February 28, 2019 May 31, 2018 Digital music acquired for use in operations – at cost $ 19,330 $ 17,055 Accumulated depreciation (9,864 ) (7,374 ) Music inventory – net $ 9,466 $ 9,681 |
NOTE 4 - NOTES PAYABLE (Tables)
NOTE 4 - NOTES PAYABLE (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Debt Disclosure [Abstract] | |
Notes payable | February 28, 2019 May 31, Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 45,500 $ — Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (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 entity, interest at 10%, due on March 17, 2017, in default (Q) 19,586 33,686 Convertible note payable to an entity, interest at 10%, due on April 1, 2017, in default (R) 21,250 46,250 Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default (S) 40,750 40,750 Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default (T) 5,890 36,900 Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default (U) 44,331 46,750 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,600 8,600 Convertible note payable to an entity, interest at 12%, due on March 16, 2018, in default (Z) 37,000 37,000 Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default – net of discount of $-0- and $54,247, respectively (AA) 88,000 33,753 Convertible note payable to an entity, interest at 10%, due on demand (CC) 50,000 50,000 Convertible note payable to an entity, interest at 10%, due on March 5, 2019 – net of discount of $479 and $26,658, respectively (DD) 34,521 8,342 Convertible note payable to an entity, interest at 10%, due on April 4, 2019 – net of discount of $3.596 and $31,644, respectively (EE) 33,903 5,856 Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $12,452 and $-0-, respectively (FF) 10,048 — Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $9,962 and $-0-, respectively (GG) 8,037 — Convertible note payable to an entity, interest at 10%, due on September 19, 2019 – net of discount of $148,175 and $-0-, respectively (HH) 51,825 — Convertible note payable to an entity, interest at 10%, due on August 4, 2019 – net of discount of $147,459 and $-0-, respectively (II) 22,541 — Notes payable to individuals, non-interest bearing, due on demand 103,475 103,476 Total Notes Payable 994,650 820,753 Less: Current Portion (994,650 ) (820,753 ) Long-Term Notes Payable $ — $ — |
NOTE 5 - NOTES PAYABLE - RELA_2
NOTE 5 - NOTES PAYABLE - RELATED PARTIES (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Related Party Transactions [Abstract] | |
Notes payable - related parties | February 28, May 31, Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured $ — $ 23,088 Note payable to Company law firm (and owner of 10,000,000 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 2,073 2,073 Notes payable to The OZ Corporation (owner of 10,000,000 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 103,250 103,250 Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 10,000,000 shares of common stock since August 16, 2018), interest at 10%, due on demand, convertible at the option of the lender into shares of Company common stock equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability) 50,000 50,000 Total Notes Payable 155,323 178,411 Less: Current Portion (155,323 ) (178,411 ) Long-Term Notes Payable $ — $ — |
NOTE 6 - DERIVATIVE LIABILITY (
NOTE 6 - DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
Derivative liability | February 28, 2019 May 31, 2018 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 105,455 $ 40,000 $ 40,000 Convertible note payable issued June 17, 2016, due March 17, 2017 (Q) 19,586 44,999 33,686 27,561 Convertible note payable issued November 16, 2016, due August 16, 2017 (T) 5,890 15,529 36,900 47,000 Convertible note payable issued January 31, 2017, due October 31, 2017 (U) 44,331 116,874 46,750 46,750 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 102,818 29,000 43,500 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 76,227 21,500 32,250 Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z) 37,000 97,545 37,000 37,000 Convertible note payable issued January 11, 2018, due on January 11, 2019 (AA) 88,000 232,000 88,000 171,204 Convertible note payable issued December 1, 2017, due on demand (BB) 50,000 101,515 50,000 33,333 Convertible note payable issued December 1, 2017, due on demand (CC) 50,000 101,515 50,000 33,333 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 94,182 35,000 68,915 Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE) 37,500 121,364 37,500 72,957 Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF) 22,500 81,818 — — Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 18,000 65,455 — — Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH) 200,000 727,273 — — Convertible note payable issued February 4, 2019, due on August 4, 2019 (II) 170,000 615,090 — — Totals $ 860,807 $ 2,699,659 $ 505,336 $ 653,803 |
NOTE 3 - MUSIC INVENTORY - Musi
NOTE 3 - MUSIC INVENTORY - Music inventory (Details) - USD ($) | Feb. 28, 2019 | May 31, 2018 |
Inventory Disclosure [Abstract] | ||
Digital music acquired for use in operations at cost | $ 19,330 | $ 17,055 |
Accumulated depreciation | (9,864) | (7,374) |
Music inventory net | $ 9,466 | $ 9,681 |
NOTE 4 - NOTES PAYABLE - Notes
NOTE 4 - NOTES PAYABLE - Notes payable (Details) - USD ($) | Feb. 28, 2019 | May 31, 2018 |
Notes payable to an entity | ||
Long-term notes payable | $ 45,500 | $ 0 |
Notes payable to an individual (B) | ||
Long-term notes payable | 25,000 | 25,000 |
Notes payable to an entity (D) | ||
Long-term notes payable | 50,000 | 50,000 |
Notes payable to a family trust (E) | ||
Long-term notes payable | 7,000 | 7,000 |
Notes payable to a corporation (G) | ||
Long-term notes payable | 50,000 | 50,000 |
Notes payable to a corporation (H) | ||
Long-term notes payable | 50,000 | 50,000 |
Notes payable to an individual (I) | ||
Long-term notes payable | 25,000 | 25,000 |
Notes payable to an entity (M) | ||
Long-term notes payable | 40,000 | 40,000 |
Notes payable to a family trust (P) | ||
Long-term notes payable | 25,000 | 25,000 |
Convertibl note payable to an entity (Q) | ||
Long-term notes payable | 19,586 | 33,686 |
Convertibl note payable to an entity (R) | ||
Long-term notes payable | 21,250 | 46,250 |
Convertibl note payable to an entity (S) | ||
Long-term notes payable | 40,750 | 40,750 |
Convertibl note payable to an entity (T) | ||
Long-term notes payable | 5,890 | 36,900 |
Convertibl note payable to an entity (U) | ||
Long-term notes payable | 44,331 | 46,750 |
Convertibl note payable to an individual (V) | ||
Long-term notes payable | 46,890 | 46,890 |
Convertibl note payable to an individual (W) | ||
Long-term notes payable | 29,000 | 29,000 |
Convertibl note payable to an individual (X) | ||
Long-term notes payable | 21,500 | 21,500 |
Convertibl note payable to an individual (Y) | ||
Long-term notes payable | 8,600 | 8,600 |
Convertibl note payable to an individual (Z) | ||
Long-term notes payable | 37,000 | 37,000 |
Convertibl note payable to an individual (AA) | ||
Long-term notes payable | 88,000 | 33,753 |
Convertibl note payable to an individual (CC) | ||
Long-term notes payable | 50,000 | 50,000 |
Convertibl note payable to an individual (DD) | ||
Long-term notes payable | 34,521 | 8,342 |
Convertibl note payable to an individual (EE) | ||
Long-term notes payable | 33,903 | 5,856 |
Convertibl note payable to an individual (FF) | ||
Long-term notes payable | 10,048 | 0 |
Convertibl note payable to an individual (GG) | ||
Long-term notes payable | 8,037 | 0 |
Note payable to an entity (HH) | ||
Long-term notes payable | 51,825 | 0 |
Note payable to an entity (II) | ||
Long-term notes payable | 22,541 | 0 |
Notes payable to an individuals | ||
Long-term notes payable | $ 103,475 | $ 103,476 |
NOTE 5 - NOTES PAYABLE - RELA_3
NOTE 5 - NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties (Details) - USD ($) | Feb. 28, 2019 | May 31, 2018 |
Note payable to wife of Company's chief executive officer | ||
Current portion | $ 0 | $ 23,088 |
Long-term notes payable | 0 | 23,088 |
Total notes payable | 0 | 0 |
Note payable to Company law firm | ||
Current portion | 2,073 | 2,073 |
Long-term notes payable | 2,073 | 2,073 |
Total notes payable | 0 | 0 |
Notes payable to The OZ Corporation | ||
Current portion | 103,250 | 103,250 |
Long-term notes payable | 103,250 | 103,250 |
Total notes payable | 0 | 0 |
Convertible note payable to John D. Thomas PC | ||
Current portion | 50,000 | 50,000 |
Long-term notes payable | 50,000 | 50,000 |
Total notes payable | $ 0 | $ 0 |
NOTE 6 - DERIVATIVE LIABILITY -
NOTE 6 - DERIVATIVE LIABILITY - Derivative liabilities (Details) - USD ($) | Feb. 28, 2019 | May 31, 2018 |
Convertible note payable, Derivative Liability | $ 2,699,659 | $ 653,803 |
Convertible note payable issued December 29, 2016 (M) | ||
Convertible note payable, Face Value | 40,000 | 40,000 |
Convertible note payable, Derivative Liability | 105,455 | 40,000 |
Convertible note payable issued June 17, 2016 (Q) | ||
Convertible note payable, Face Value | 19,586 | 33,686 |
Convertible note payable, Derivative Liability | 44,999 | 27,561 |
Convertible note payable issued November 16, 2016 (T) | ||
Convertible note payable, Face Value | 5,890 | 36,900 |
Convertible note payable, Derivative Liability | 15,529 | 47,000 |
Convertible note payable issued January 31, 2017 (U) | ||
Convertible note payable, Face Value | 44,331 | 46,750 |
Convertible note payable, Derivative Liability | 116,874 | 46,750 |
Convertible note payable issued April 5, 2017 (W) | ||
Convertible note payable, Face Value | 29,000 | 29,000 |
Convertible note payable, Derivative Liability | 102,818 | 43,500 |
Convertible note payable issued April 5, 2017 (X) | ||
Convertible note payable, Face Value | 21,500 | 21,500 |
Convertible note payable, Derivative Liability | 76,227 | 32,250 |
Convertible note payable issued June 16, 2017 (Z) | ||
Convertible note payable, Face Value | 37,000 | 37,000 |
Convertible note payable, Derivative Liability | 97,545 | 37,000 |
Convertible note payable issued January 11, 2018 (AA) | ||
Convertible note payable, Face Value | 88,000 | 88,000 |
Convertible note payable, Derivative Liability | 232,000 | 171,204 |
Convertible note payable issued December 1, 2017 (BB) | ||
Convertible note payable, Face Value | 50,000 | 50,000 |
Convertible note payable, Derivative Liability | 101,515 | 33,333 |
Convertible note payable issued December 1, 2017 (CC) | ||
Convertible note payable, Face Value | 50,000 | 50,000 |
Convertible note payable, Derivative Liability | 101,515 | 33,333 |
Convertible note payable issued March 5, 2018 (DD) | ||
Convertible note payable, Face Value | 35,000 | 35,000 |
Convertible note payable, Derivative Liability | 94,182 | 68,915 |
Convertible note payable issued April 4, 2018 (EE) | ||
Convertible note payable, Face Value | 37,500 | 37,500 |
Convertible note payable, Derivative Liability | 121,364 | 72,957 |
Convertible note payale issued September 18, 2018 (FF) | ||
Convertible note payable, Face Value | 22,500 | 0 |
Convertible note payable, Derivative Liability | 81,818 | 0 |
Convertible note payable issued September 18, 2018 (GG) | ||
Convertible note payable, Face Value | 18,000 | 0 |
Convertible note payable, Derivative Liability | 64,455 | 0 |
Conbertible note payable issued December 19, 2018 (HH) | ||
Convertible note payable, Face Value | 200,000 | |
Convertible note payable, Derivative Liability | 727,273 | |
Conbertible note payable issued December 19, 2018 (HH) | ||
Convertible note payable, Face Value | 0 | |
Convertible note payable, Derivative Liability | 0 | |
Convertible note payable issued February 4, 2019 (II) | ||
Convertible note payable, Face Value | 170,000 | 0 |
Convertible note payable, Derivative Liability | $ 615,090 | $ 0 |
NOTE 1 - SUMMARY OF SIGNIFICA_3
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details Narrative) | 9 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Reverse stock split | Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 912,863 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split. |
Acquisition of The Marquie Group, Inc. | On August 16, 2018 (see Note 7), the Company merged with The Marquie Group, Inc. (?TMG?) in exchange for the issuance of a total of 40,000,002 shares of our common stock to TMG?s stockholders. Following the merger, the Company had 40,912,865 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.? |
NOTE 2 - LOANS RECEIVABLE - R_2
NOTE 2 - LOANS RECEIVABLE - RELATED PARTY (Details Narrative) | 9 Months Ended |
Feb. 28, 2019 | |
Receivables [Abstract] | |
Loans receivable - Related Party | During the year ended May 31, 2013, the Company loaned $174,950 to the Company?s current chief executive in anticipation of the merger agreement described in Note 1. The loans are non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer?s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 8). As of February 28, 2019, the balance due on this loan was $15,950. |
NOTE 4 - NOTES PAYABLE (Details
NOTE 4 - NOTES PAYABLE (Details Narrative) | 9 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Promissory note (B) | ||
Notes payable | (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company also agreed to issue 500,000 shares of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note. | |
Promissory Note (D) | ||
Notes payable | (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 the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016. | |
Promissory Note (E) | ||
Notes payable | (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. The Company also issued 1,000,000 shares of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note. | |
Promissory Note (G) | ||
Notes payable | (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company also agreed to issue 2,000,000 shares of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $30,159. This amount was amortized over the 75 days life of the promissory note. | |
Promissory Note (H) | ||
Notes payable | (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. The Company also agreed to issue 2,000,000 shares of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $27,273. This amount was amortized over the 75 days life of the promissory note. | |
Promissory Note (I) | ||
Notes payable | (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. The Company also agreed to issue 1,000,000 shares of common stock, valued at $30,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares of common stock to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016. | |
Convertible Promissory Note (M) | ||
Notes payable | (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, is 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). | |
Convertible Promissory Note (P) | ||
Notes payable | (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. | |
Convertible Promissory Note (Q) | ||
Notes payable | (Q) On June 17, 2016, the Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). | |
Convertible Promissory Note (R) | ||
Notes payable | (R) On July 21, 2016, the Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $2.00 per share. | |
Convertible Promissory Note (S) | ||
Notes payable | (S) On September 13, 2016, the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $2.00 per share. | |
Convertible Promissory Note (T) | ||
Notes payable | (T) On November 16, 2016, the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on August 16, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability) | |
Convertible Promissory Note (U) | ||
Notes payable | (U) On January 31, 2017, the Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on October 31, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). | |
Convertible Promissory Note (V) | ||
Notes payable | (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 an earlier promissory note. 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 $0.5172 per share. | |
Convertible Promissory Note (W) | ||
Notes payable | (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 an earlier promissory note. 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). | |
Convertible Promissory Note (X) | ||
Notes payable | (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 an earlier promissory note. 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). | |
Convertible Promissory Note (Y) | ||
Notes payable | (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 $0.16 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date | |
Convertible Promissory Note (Z) | ||
Notes payable | (Z) On June 16, 2017, the Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on March 16, 2018, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). | |
Convertible Promissory Note (AA) | ||
Notes payable | (AA) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment. | |
Convertible Promissory Note (CC) | ||
Notes payable | (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). | |
Convertible Promissory Note (DD) | ||
Notes payable | (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, is 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). | |
Convertible Promissory Note (EE) | ||
Notes payable | (EE) On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, is due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). | |
Convertible Promissory Note (FF) | ||
Notes payable | (FF) On September 18, 2018, the Company issued a $22,500 Convertible Promissory Note to a lender for net loan proceeds of $17,500. The note bears interest at a rate of 10% per annum, is 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). | |
Convertible Promissory Note (GG) | ||
Notes payable | (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, is 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). | |
Convertible Promissory Note (HH) | ||
Notes payable | (HH) On December 19, 2018, the Company issued a $200,000 Convertible Promissory Note to a lender for net loan proceeds of $169,000. The note bears interest at a rate of 10% per annum, is due on September 19, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). | |
Convertible Promissory Note (II) | ||
Notes payable | (II) On February 4, 2019, the Company issued a $170,000 Convertible Promissory Note to a lender for net loan proceeds of $149,955. The note bears interest at a rate of 10% per annum, is due on August 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). |
NOTE 5 - NOTES PAYABLE - RELA_4
NOTE 5 - NOTES PAYABLE - RELATED PARTIES (Details Narrative) ($USD) | 3 Months Ended | |
May 31, 2019 | Feb. 28, 2018 | |
Note 5 - Notes Payable - Related Parties Details Narrative | ||
Repayment of promissory note due to wife of the Company's CEO | From March 1, 2019 to April 4, 2019, the Company issued a total of 19,787,804 shares of its common stock for the conversion of notes payable and accrued interest in the aggregate amount of $66,277. The $197,619 excess of the $265,997 fair value of the 19,787,804 shares at the dates of conversion over the $68,378 of debt satisfied will be charged to ?Loss on conversion of notes payable and accrued interest? in the three months ended May 31, 2019. On March 4, 2019, the Company received $67,500 from EMA Financial, LLC as net loan proceeds of a $75,000 10% convertible note due November 13, 2019. The default interest rate on the note is 24%. The note is convertible at the option of the lender into shares of the Company common stock at a conversion price equal to the lower of (i) the closing sale price on the trading day immediately preceding the issue date and (ii) 50% of either the lowest sale price during the 20 trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower. | In the three months ended February 28, 2019, the Company paid the wife of the Company?s Chief Executive Officer a total of $50,000 for repayment of the note payable due her ($24,593) and agreed interest expense ($25,407). |
NOTE 6 - DERIVATIVE LIABILITY_2
NOTE 6 - DERIVATIVE LIABILITY (Details Narrative) | 9 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
Assumptions used for calculations | Assumptions used for the calculations of the derivative liability of the notes at February 28, 2019 include (1) stock price of $0.02 per share, (2) exercise prices ranging from $0.0044 to $0.0066 per share, (3) terms ranging from -0- days to 203 days, (4) expected volatility of 777.61 and (5) risk free interest rates ranging from 2.44% to 2.50%. Assumptions used for the calculations of the derivative liability of the notes at May 31, 2018 include (1) stock price of $0.0001 per share ($0.40 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split, (2) exercise prices ranging from $0.00004 to $0.00006 per share ($0.16 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split, (3) terms ranging from 0 days to 278 days, (4) expected volatility of 527% and (5) risk free interest rates ranging from 1.76% to 2.23%. |
NOTE 7 - EQUITY TRANSACTIONS (D
NOTE 7 - EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Feb. 28, 2019 | May 31, 2018 | |
Increase in common stock, authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, issued | 59,700,131 | 910,610 |
Amended Articles of Incorporation, October 3, 2016 | ||
Increase in common stock, authorized | 2,000,000,000 | |
Amended Articles of Incorporation, November 9, 2016 | ||
Increase in common stock, authorized | 10,000,000,000 | |
Conversion of notes payable (1) | ||
Common stock, issued | 278,818 | |
Common stock, value | $ 54,653 | |
Common stock for cash | ||
Common stock, issued | 29,500 | |
Common stock, value | $ 500 | |
Merger Agreement | ||
Merger with The Marquie Group, Inc. | 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 40,000,002 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 40,000,002 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (20,000,002 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2018 and February 28, 2019) (10,000,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2018 and February 28, 2019) (10,000,000 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 40,000,002 shares of common stock) was recorded at $-0-, the historical cost of the property to TMG. | |
Conversion of notes payable (2) | ||
Common stock, issued | 16,787,266 | |
Common stock, value | $ 145,480 | |
Excess of the fair value | $ 1,500,106 | |
Consulting firm | ||
Common stock, issued | 2,000,000 | |
Common stock, value | $ 41,000 | |
Excess of the fair value | $ 333,750 |
NOTE 8 - COMMITMENTS AND CONT_2
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
May 31, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | |
Agreement terms | From March 1, 2019 to April 4, 2019, the Company issued a total of 19,787,804 shares of its common stock for the conversion of notes payable and accrued interest in the aggregate amount of $66,277. The $197,619 excess of the $265,997 fair value of the 19,787,804 shares at the dates of conversion over the $68,378 of debt satisfied will be charged to ?Loss on conversion of notes payable and accrued interest? in the three months ended May 31, 2019. On March 4, 2019, the Company received $67,500 from EMA Financial, LLC as net loan proceeds of a $75,000 10% convertible note due November 13, 2019. The default interest rate on the note is 24%. The note is convertible at the option of the lender into shares of the Company common stock at a conversion price equal to the lower of (i) the closing sale price on the trading day immediately preceding the issue date and (ii) 50% of either the lowest sale price during the 20 trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower. | In the three months ended February 28, 2019, the Company paid the wife of the Company?s Chief Executive Officer a total of $50,000 for repayment of the note payable due her ($24,593) and agreed interest expense ($25,407). | |
Service Agreement, November 5, 2012 | |||
Monthly compensation | $ 10,000 | ||
Agreement terms | On November 5, 2012, the Company executed a General Services Agreement with the Company?s chief executive officer. The agreement provided for monthly compensation of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party. Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 in exchange for the Company?s agreement to waive collection of $100,000 of the remaining $115,950 loans receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 2). On May 31, 2015, this agreement was terminated. | ||
Consulting Agreement, March 1, 2017 | |||
Agreement terms | On March 1, 2017, the Company executed a Consulting Agreement with the Company?s chief executive officer. The agreement provides for monthly compensation of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the nine months ended February 28, 2019 and 2018, consulting fees expensed under this Consulting Agreement were $90,000 and $90,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under this Consulting Agreement were $104,800 and $71,800, respectively. | ||
Service Agreement, November 15, 2012 | |||
Agreement terms | On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under these 2 Consulting Agreements totaled $90,000 and $90,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under these 2 Consulting Agreements were $266,050 and $181,850, respectively. | ||
Consulting fees | $ 1,000 | ||
Service Agreement, September 1, 2015 | |||
Agreement terms | Effective September 1, 2015, the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate this Consulting Agreement at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under this Consulting Agreement totaled $9,000 and $9,000, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under this Consulting Agreement was $42,000 and $33,000, respectively. | ||
Consulting fees | $ 1,000 | ||
Consulting Agreements January 1, 2019 | |||
Agreement terms | Effective January 1, 2019, the Company entered into Consulting Agreements with two other service providers. The agreements provide for monthly compensation of $1,000 and $500, respectively, on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause. For the nine months ended February 28, 2019 and 2017, consulting fees expensed under these Consulting Agreements totaled $3,000 and $-0-, respectively. At February 28, 2019 and May 31, 2018, accrued consulting fees under these Consulting Agreements was $3,000 and $-0-, respectively. | ||
Corporate Consulting Agreement March 14, 2018 | |||
Agreement terms | 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. | ||
Corporate Consulting Agreement April 1, 2018 | |||
Agreement terms | On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in ?Salaries and Consulting Fees? in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were accrued at May 31, 2018. | ||
Corporate Consulting Agreement October 16, 2018 | |||
Agreement terms | On October 16, 2018 (see Note 7), the Company issued 2,000,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement. |
NOTE 9 - GOING CONCERN (Details
NOTE 9 - GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | ||
Feb. 28, 2019 | Nov. 30, 2018 | May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Negative working capital | $ 2,497,534 | ||
Accumulated deficit | $ (8,032,209) | $ 5,088,599 | $ (4,297,794) |
NOTE 10 - SUBSEQUENT EVENTS (De
NOTE 10 - SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | |
May 31, 2019 | Feb. 28, 2018 | |
Subsequent Events [Abstract] | ||
Convertible promissory note, terms | From March 1, 2019 to April 4, 2019, the Company issued a total of 19,787,804 shares of its common stock for the conversion of notes payable and accrued interest in the aggregate amount of $66,277. The $197,619 excess of the $265,997 fair value of the 19,787,804 shares at the dates of conversion over the $68,378 of debt satisfied will be charged to ?Loss on conversion of notes payable and accrued interest? in the three months ended May 31, 2019. On March 4, 2019, the Company received $67,500 from EMA Financial, LLC as net loan proceeds of a $75,000 10% convertible note due November 13, 2019. The default interest rate on the note is 24%. The note is convertible at the option of the lender into shares of the Company common stock at a conversion price equal to the lower of (i) the closing sale price on the trading day immediately preceding the issue date and (ii) 50% of either the lowest sale price during the 20 trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower. | In the three months ended February 28, 2019, the Company paid the wife of the Company?s Chief Executive Officer a total of $50,000 for repayment of the note payable due her ($24,593) and agreed interest expense ($25,407). |