The Marquie Group, Inc. (TMGI) 10-Q 2019 Q2 Quarterly report

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 November 30, 2019
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.)
3225 McLeod Drive, Suite 100 Las Vegas, Nevada	89121
(Address of principal executive office)	(Zip Code)

(800) 351-3021

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer (Do not check if smaller reporting company)	☐	Smaller reporting company	☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of January 14, 2020, there were 216,230,100 shares of $0.0001 par value common stock, issued and outstanding.

2

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
Item 1:Financial Statements	4
Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operation	20
Item 3:Quantitative and Qualitative Disclosures about Market Risk	22
Item 4:Controls and Procedures	22
PART II: OTHER INFORMATION
Item 1:Legal Proceedings	23
Item 1A:Risk Factors	23
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3:Defaults Upon Senior Securities	23
Item 4:Mine Safety Disclosures	23
Item 5:Other Information	23
Item 6:Exhibits	24
SIGNATURES	24

3

PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Balance Sheets
ASSETS
	November 30,			May 31,
	2019			2019
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	—		$	6,297
Loans receivable from related party		15,950			15,950
Total Current Assets		15,950			22,247
OTHER ASSETS
Music inventory		7,876			9,397
Trademark costs		10,015			10,015
Total Other Assets		17,891			19,412
TOTAL ASSETS	$	33,841		$	41,659
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	987		$	—
Accounts payable		56,767			21,085
Accrued interest payable on notes payable		246,237			260,290
Accrued consulting fees		637,650			475,350
Notes payable		1,250,634			1,114,919
Notes payable to related parties		155,323			155,323
Derivative liability		5,567,140			1,805,422
Total Current Liabilities		7,914,738			3,832,389
TOTAL LIABILITIES		7,914,738			3,832,389
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares
authorized, 200 and 200 shares issued and outstanding		—			—
Common stock, $0.0001 par value; 10,000,000,000 shares
authorized, 161,061,647 and 382,717 shares issued
and outstanding, respectively		16,106			38
Common stock payable - 1 share		8,460			8,460
Additional paid-in-capital		4,285,463			4,149,012
Accumulated deficit		(12,190,926	)		(7,948,240	)
Total Stockholders' Deficit		(7,880,897	)		(3,790,730	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	33,841		$	41,659

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 Operations
(Unaudited)
	For the Three Months Ended						For the Six Months Ended
	November 30,						November 30,
	2019			2018			2019			2018
NET REVENUES	$	—		$	598		$	216		$	2,973
OPERATING EXPENSES
Salaries and Consulting fees (including stock-based
compensation of $-0-, $41,000, $-0- and
$41,000, respectively)		109,500			104,500			219,000			167,500
Professional fees		43,783			37,557			51,648			40,195
Other selling, general and administrative		6,714			24,671			21,545			33,038
Total Operating Expenses		159,997			166,728			292,193			240,733
LOSS FROM OPERATIONS		(159,997	)		(166,130	)		(291,977	)		(237,760	)
OTHER INCOME (EXPENSES)
Expense from derivative liability		(701,843	)		(1,174,761	)		(3,430,468	)		(1,176,971	)
Interest expense (including amortization of debt discounts
of $120,117, $48,115, $310,963 and $88,570, respectively)		(188,647	)		(72,745	)		(417,278	)		(132,784	)
Loss on conversion of notes payable and accrued interest		—			(301,615	)		(102,963	)		(301,615	)
Total Other Income (Expenses)		(890,490	)		(1,549,121	)		(3,950,709	)		(1,611,370	)
LOSS BEFORE INCOME TAXES		(1,050,487	)		(1,715,251	)		(4,242,686	)		(1,849,130	)
INCOME TAX EXPENSE		—			—			—			—
NET LOSS	$	(1,050,487	)	$	(1,715,251	)	$	(4,242,686	)	$	(1,849,130	)
BASIC AND DILUTED:
Net loss per common share	$	(0.06	)	$	(15.38	)	$	(0.48	)	$	(28.53	)
Weighted average shares outstanding		16,885,533			111,551			8,808,637			64,814

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 Stockholders' Deficit
(Unaudited)
	Six Months Ended November 30, 2019
																	Total
	Preferred Stock				Common Stock				Common Stock		Additional			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Payable		Paid-in Capital			Deficit			Deficit
Balance, May 31, 2019		200	$	—		382,717	$	38	$	8,460	$	4,149,012		$	(7,948,240	)	$	(3,790,730	)
Rounded up shares issued in connection
with reverse stock split		—		—		2,258		—		—		—			—			—
Common stock issued for conversion
of debt		—		—		676,382		68		—		152,451			—			152,519
Net loss for the three months ended
August 31, 2019		—		—		—		—		—		—			(3,192,199	)		(3,192,199	)
Balance, August 31, 2019		200		—		1,061,357		106		8,460		4,301,463			(11,140,439	)		(6,830,410	)
Rounded up shares issued in connection
with reverse stock split		—		—		290		—		—		—			—			—
Common stock issued for merger
with Global Nutrition Experience, Inc.		—		—		160,000,000		16,000		—		(16,000	)		—			—
Net loss for the three months ended
November 30, 2019		—		—		—		—		—		—			(1,050,487	)		(1,050,487	)
Balance, November 30, 2019		200	$	—		161,061,647	$	16,106	$	8,460	$	4,285,463		$	(12,190,926	)	$	(7,880,897	)

Note: The Above statement reflects retroactively the 1 share for 4,000 shares reverse split effective June 20, 2018 and the 1 share for 400 shares reverse stock split effective September 4, 2019.

	Six Months Ended November 30, 2018
																	Total
	Preferred Stock				Common Stock				Common Stock		Additional			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Payable		Paid-in Capital			Deficit			Deficit
Balance, May 31, 2018		200	$	—		2,277	$	—	$	8,460	$	2,114,843		$	(4,297,794	)	$	(2,174,491	)
Common stock issued for merger
with The Marquie Group, Inc.		—		—		100,000		10		—		(10	)		—			—
Rounded up shares issued in connection
with reverse stock split		—		—		5		—		—		—			—			—
Net loss for the three months ended
August 31, 2018		—		—		—		—		—		—			(133,879	)		(133,879	)
Balance, August 31, 2018		200		—		102,282		10		8,460		2,114,833			(4,431,673	)		(2,308,370	)
Common stock issued for conversion
of debt		—		—		10,750		1		—		333,749			—			333,750
Common shares issued for services		—		—		5,000		1		—		40,999			—			41,000
Net loss for the three months ended
November 30, 2018		—		—		—		—		—		—			(1,715,251	)		(1,715,251	)
Balance, November 30, 2018		200	$	—		118,032	$	12	$	8,460	$	2,489,581		$	(6,146,924	)	$	(3,648,871	)

Note: The above statement reflects retroactively the 1 share for 4,000 shares reverse split effective June 20, 2018 and the 1 share for 400 shares reverse stock split effective September 4, 2019.

The accompanying notes are an integral part of these financial statements

6

THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
	For the Six Months Ended
	November 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,242,686	)	$	(1,849,130	)
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Stock-based compensation		—			41,000
Depreciation of music inventory		1,848			1,638
Expense from derivative liability		3,430,468			1,176,971
Amortization of debt discounts		310,963			88,570
Loss on conversion of notes payable and accrued interest		102,963			301,615
Changes in operating assets and liabilities:
Accounts payable		35,682			16,696
Accrued interest payable on notes payable		14,976			39,213
Accrued consulting fees		162,300			123,200
Net Cash Used by Operating Activities		(183,486	)		(60,227	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Music inventory		(327	)		(799	)
Trademark costs		—			(325	)
Net Cash Used by Investing Activities		(327	)		(1,124	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		987			(517	)
Proceeds from notes payable		331,250			65,500
Repayments of notes payable		(154,721	)		—
Net proceeds from notes payable to related parties		—			1,505
Net Cash Provided by Financing Activities		177,516			66,488
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(6,297	)		5,137
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		6,297			5
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	5,142
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest	$	—		$	—
Income taxes	$	—		$	—
Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts	$	331,250		$	40,500
Conversion of debt and accrued interest into common stock	$	49,556		$	32,135
Common stock issued for merger with The Marquie Group, Inc.	$	—		$	4,000
Common stock issued for merger with Global Nutrition Experience, Inc.	$	16,000		$	—

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

November 30, 2019

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Basis of Presentation

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended November 30, 2019 are not necessarily indicative of results that may be expected for the year ending May 31, 2020. 

Organization

Music of Your Life, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., and is now operating a multi-media entertainment company, producing live concerts, television shows and radio programming. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership.

Reverse Stock Splits

Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 910,610 shares. Effective September 4, 2019, the Company effectuated a 1 share for 400 shares reverse stock split which reduced the issued and outstanding shares of common stock from 423,639,620 shares to 1,061,357 shares. The accompanying financial statements have been retroactively adjusted to reflect these reverse stock splits.

Acquisition of The Marquie Group, Inc.

On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 100,000 shares of our common stock to TMG’s stockholders. Following the merger, the Company had 102,277 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMG business plan is to launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients, with and without non-THC CBD oil.

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 160,000,000 shares of our common stock to GNE’s stockholder. Following the merger, the Company had 161,061,647 shares of common stock issued and outstanding. The GNE business plan is to license intellectual property to third parties.

8

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

NOTE 2 - LOANS RECEIVABLE – RELATED PARTY

During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans were non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015. As of November 30, 2019, the balance due on this loan was $15,950.

NOTE 3 - MUSIC INVENTORY

Music inventory consisted of the following:

	November 30, 2019			May 31, 2019
Digital music acquired for use in operations – at cost	$	20,403		$	20,076
Accumulated depreciation		(12,527	)		(10,679	)
Music inventory – net	$	7,876		$	9,397

The Company purchases digital music to broadcast over the radio and internet. During the six months ended November 30, 2019, the Company purchased $327 worth of music inventory. For the six months ended November 30, 2019 and 2018, depreciation of music inventory was $1,848 and $1,638, respectively.

NOTE 4 – ACCRUED CONSULTING FEES

Accrued consulting fees consisted of the following:

	November 30, 2019		May 31, 2019
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000	$	101,500	$	74,300
Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000		156,600		90,500
Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 – monthly compensation of $5,000		131,350		101,350
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 – monthly compensation of $1,000		51,000		45,000
Due to two other service providers		52,500		19,500
Total	$	637,650	$	475,350

9

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

The accrued consulting fees balance changed as follows:

	Six Months Ended November 30, 2019			Year Ended May 31, 2019
Balance, beginning of period	$	475,350		$	286,650
Compensation expense accrued pursuant to consulting agreements		219,000			399,000
Payments to consultants		(56,700	)		(210,300	)
Balance, end of period	$	637,650		$	475,350

See Note 11 (Commitments and Contingencies).

NOTE 5 - NOTES PAYABLE

Notes payable consisted of the following:

	November 30, 2019		May 31, 2018
Notes payable to an entity, non-interest bearing, due on demand, unsecured	$	7,500	$	7,500
Note payable to an individual, due on May 22, 2015, in default (B)		25,000		25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000		50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000		7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000		50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000		50,000
Note payable to an individual, due on December 20, 2015, in default (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 April 21, 2017 (R)		—		35,496
Convertible note payable to an entity, interest at 10%, due on June 13, 2017 (S)		—		64,233
Convertible note payable to an entity, interest at 12%, due on October 31, 2017 (U)		—		8,313
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 (Z)		—		54,992
Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default (AA)		23,167		35,381

10

Convertible note payable to an entity, interest at 10%, due on demand (CC)		50,000			50,000
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)		35,000			35,000
Convertible note payable to an entity, interest at 10%, due on April 4, 2019, in default (EE)		37,500			37,500
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default – net of discount of $-0- and $6,781, respectively (FF)		22,500			15,719
Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default – net of discount of $-0- and $5,425, respectively (GG)		18,000			12,575
Convertible note payable to an entity, interest at 10%, due on September 19, 2019, in default – net of discount of $-0- and $81,022, respectively (HH)		200,000			118,978
Convertible note payable to an entity, interest at 10%, due on August 4, 2019, in default – net of discount of $-0- and $61,050, respectively (II)		170,000			108,950
Convertible note payable to an entity, interest at 10%, due on November 13, 2019, in default – net of discount of $-0- and $45,604, respectively (JJ)		75,000			29,396
Convertible note payable to an entity, interest at 10%, due on November 15, 2019, in default – net of discount of $-0- and $9,205, respectively (KK)		20,000			10,795
Convertible note payable to an entity, interest at 10%, due on November 30, 2019, in default – net of discount of $-0- and $2,507, respectively (LL)		5,000			2,493
Convertible note payable to an entity, interest at 10%, due on December 6, 2019 – net of discount of $49 and $1,553, respectively (MM)		2,951			1,447
Convertible note payable to an entity, interest at 10%, due on December 11, 2019 – net of discount of $1,469 and $5,315, respectively (NN)		8,531			4,685
Convertible note payable to an entity, interest at 12%, due on March 10, 2020 – net of discount of $21,656 and $-0-, respectively (OO)		37,094			—
Convertible note payable to an entity, interest at 10%, due on September 12, 2020 – net of discount of $9,563 and $-0-, respectively (PP)		2,937			—
Convertible note payable to an entity, interest at 10%, due on April 23, 2020 – net of discount of $206,011 and $-0-, respectively (QQ)		53,989			—
Notes payable to individuals, non-interest bearing, due on demand		103,475			103,476
Total Notes Payable		1,250,634			1,114,919
Less: Current Portion		(1,250,634	)		(1,114,919	)
Long-Term Notes Payable	$	—		$	—

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

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

11

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

(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 7 (Derivative Liability).

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

(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 bore interest at a rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 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 bore interest at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share.

(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 bore interest at a rate of 12% per annum (24% per annum default rate), was due on October 31, 2017, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (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 a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share.

(W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

12

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

(X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.

(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 bore interest at a rate of 12% per annum (24% per annum default rate), was due on March 16, 2018, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (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 7 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.

(CC) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(EE) On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note (Tranche 2 of (AA) above) to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, was due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(FF) On September 18, 2018, the Company issued a $22,500 Convertible Promissory Note (Tranche 3 of (AA) above) to a lender for net loan proceeds of $17,500. The note bears interest at a rate of 10% per annum, 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 7 (Derivative Liability).

13

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

(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 7 (Derivative Liability).

(HH) On December 19, 2018, the Company issued a $200,000 Convertible Promissory Note to a lender for net loan proceeds of $169,000. The note bears interest at a rate of 10% per annum, 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 the lesser of (i) the lowest Trading Price during the 25 Trading Day period prior to December 19, 2018 or (ii) 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(II) On February 4, 2019, the Company issued a $170,000 Convertible Promissory Note to a lender for net loan proceeds of $149,955. The note bears interest at a rate of 10% per annum, was due on August 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(JJ) On February 13, 2019, the Company issued a $75,000 Convertible Promissory Note to a lender for net loan proceeds of $67,500. The note bears interest at a rate of 10% per annum, is due on November 13, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(KK) On November 15, 2018, the Company issued a $20,000 Convertible Promissory Note (Tranche 4 of (AA) above) to a lender for net loan proceeds of $20,000. The note bears interest at a rate of 10% per annum, is due on November 15, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(LL) On November 30, 2018, the Company issued a $5,000 Convertible Promissory Note (Tranche 5 of (AA) above) to a lender for net loan proceeds of $5,000. The note bears interest at a rate of 10% per annum, is due on November 30, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(MM) On December 6, 2018, the Company issued a $3,000 Convertible Promissory Note (Tranche 6 of (AA) above) to a lender for net loan proceeds of $3,000. The note bears interest at a rate of 10% per annum, is due on December 6, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(NN) On December 11, 2018, the Company issued a $10,000 Convertible Promissory Note (Tranche 7 of (AA) above) to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 10% per annum, is due on December 11, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

14

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

(OO) On June 10, 2019, the Company issued a $58,750 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), is due on March 10, 2020, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(PP) On September 5, 2019, the Company issued a $12,500 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 10% per annum, is due on September 5, 2020, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

(QQ) On October 23, 2019, the Company issued a $260,000 Convertible Promissory Note to a lender for net loan proceeds of $234,000. The note bears interest at a rate of 10% per annum, is due on April 23, 2020, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

Concentration of Notes Payable:

The principal balance of the notes payable was due to:

	November 30, 2019			May 31, 2019
Lender A	$	133,667		$	296,414
Lender B		258,750			200,000
Lender C		430,000			170,000
15 other lenders		666,965			666,967
Total		1,489,382			1,333,381
Less debt discounts		(238,748	)		(218,462	)
Net	$	1,250,634		$	1,114,919

NOTE 6 - NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:

	November 30, 2019			May 31, 2019
Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured	$	2,073			2,073
Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured		103,250			103,250
Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand, convertible at the option of the lender into shares of Company common stock equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.  See Note 7 (Derivative Liability)		50,000			50,000
Total Notes Payable		155,323			155,323
Less: Current Portion		(155,323	)		(155,323	)
Long-Term Notes Payable	$	—		$	—

15

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

NOTE 7 - DERIVATIVE LIABILITY

The derivative liability at November 30, 2019 and May 31, 2019 consisted of:

	November 30, 2019				May 31, 2019
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	325,895	$	40,000	$	60,000
Convertible note payable issued January 31, 2017, due August 31, 2017 (U)		—		—		8,313		12,470
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		128,688		29,000		55,769
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		95,406		21,500		41,346
Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z)		—		—		54,992		82,488
Convertible note payable issued January 11, 2018, due on January 11, 2019 (AA)		23,167		77,609		35,381		53,072
Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		131,250		50,000		55,555
Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		131,250		50,000		55,555
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		117,250		35,000		52,500
Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE)		37,500		125,625		37,500		56,250
Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF)		22,500		75,375		22,500		56,250
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		18,000		60,300		18,000		45,000
Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH)		200,000		1,032,624		200,000		500,000
Convertible note payable issued February 4, 2019, due on August 4, 2019 (II)		170,000		877,731		170,000		396,667
Convertible note payable issued February 13, 2019, due on November 13, 2019 (JJ)		75,000		251,250		75,000		187,500
Convertible note payable issued November 15, 2018, due on November 15, 2019 (KK)		20,000		67,000		20,000		50,000
Convertible note payable issued November 30, 2018, due on November 30, 2019 (LL)		5,000		16,750		5,000		12,500
Convertible note payable issued December 6, 2018, due on December 6, 2019 (MM)		3,000		10,050		3,000		7,500
Convertible note payable issued December 11, 2018, due on December 11, 2019 (NN)		10,000		33,500		10,000		25,000
Convertible note payable issued June 10, 2019, due on March 10, 2020 (OO)		58,750		358,333		—		—
Convertible note payable issued September 5, 2019, due on September 5, 2020 (PP)		12,500		54,375		—		—
Convertible note payable issued October 23, 2019, due on April 23, 2020 (QQ)		260,000		1,596,879		—		—
Totals	$	1,140,917	$	5,567,140	$	885,186	$	1,805,422

16

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

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

Assumptions used for the calculations of the derivative liability of the notes at November 30, 2019 include (1) stock price of $0.0435 per share, (2) exercise prices ranging from $0.0048 to $0.01 per share, (3) terms ranging from -0- days to 280 days, (4) expected volatility of 833% and (5) risk free interest rates ranging from 1.60% to 1.63%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2019 include (1) stock price of $0.60 per share, (2) exercise prices ranging from $0.15 to $0.20 per share, (3) terms ranging from 0 days to 166 days, (4) expected volatility of 490% and (5) risk free interest rates ranging from 0.86% to 2.35%.

Concentration of Derivative Liability:

The derivative liability relates to convertible notes payable due to:

	November 30, 2019		May 31, 2019
Lender A	$	460,284	$	479,155
Lender B		1,390,957		512,469
Lender C		2,474,610		260,572
Lender D		251,250		187,500
6 other lenders		990,039		365,726
Total	$	5,567,140	$	1,805,422

NOTE 8 - EQUITY TRANSACTIONS

On October 3, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares and to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.

On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock has no conversion, liquidation, or dividend rights.

On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100,000 shares of common stock of the Company were issued to the TMG shareholders.

17

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

TMG was incorporated on August 3, 2018. The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and social networking products. The three stockholders of TMG prior to the merger who received the 100,000 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (50,000 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2019 and August 31, 2019) (25,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2019 and August 31, 2019) (25,000 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 100,000 shares of common stock) were recorded at $-0-, the historical cost of the property to TMG.

During the year ended May 31, 2019, the Company issued an aggregate of 275,435 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $283,977. We incurred a loss on the conversion of notes payable and accrued interest of $1,709,230, which represents the excess of the $1,993,207 fair value of the 275,435 shares at the dates of conversion over the $283,977 amount of debt satisfied.

On October 16, 2018, the Company issued 5,000 shares of its common stock to the consulting firm entity discussed in Note 9. The $41,000 estimated fair value of the 5,000 shares (based on the
$8.20 closing price of our common stock on October 16, 2018) has been expensed and included in “Salaries and Consulting Fees” in the three months ended November 30, 2018.

During the three months ended August 31, 2019, the Company issued an aggregate of 676,382 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $49,556. We incurred a loss on the conversion of notes payable and accrued interest of $102,963, which represents the excess of the $152,519 fair value of the 676,382 shares at the dates of conversion over the $49,556 amount of debt satisfied.

On August 28, 2019, the Securities and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection with the Company’s offering of up to 1,333,333,333 shares of common stock at a price of $0.0075 per share or a total offering of $10,000,000. The end date of the offering is August 28, 2020.

On November 21, 2019, the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000,000 shares of our common stock to GNE’s stockholders. Following the merger, the Company had 161,061,647 shares of common stock issued and outstanding. GNE was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000,000 shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and the issuance of the 160,000,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE.

At November 30, 2019, there are no stock options or warrants outstanding.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Consulting Agreements with Individuals

The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 4 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provides for monthly compensation of $10,000 and has a term expiring December 31, 2020. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provides for monthly compensation of $15,000 and has a term expiring July 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provides for monthly compensation of $5,000 and is month-to-month. The other 3 consulting agreements in effect at November 30, 2019 provide for monthly compensation totaling $6,500.

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.

18

THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

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, 2019 and November 30, 2019.

On October 16, 2018 (see Note 8), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At November 30, 2019, the Company had negative working capital of $7,898,788 and an accumulated deficit of $12,190,926. 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, 2020 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.

The Company is attempting to improve these conditions by way of financial assistance through issuances of notes payable and additional equity and by generating revenues through sales of products and services.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 11 – SUBSEQUENT EVENTS

From December 4, 2019 to December 20, 2019, the Company sold a total of 20,666,667 shares of its Form 1-A common stock to 2 investors at a price of $0.0075 per share for net proceeds of $155,000.

On December 5, 2019 and January 13, 2020, the Company paid $50,000 and $50,000, respectively, to a consulting firm entity (the “Consultant”) pursuant to Consulting Agreements dated December 4, 2019 and January 11, 2020. The Consulting Agreements provide for the Consultant to perform certain strategic planning and business development services for the Company for total compensation of $100,000 cash. The terms of the Consulting Agreements are for 90 days each.

On December 20, 2019, the Company paid $10,000 to a lender pursuant to an Amendment to the Convertible Promissory Note issued on February 4, 2019 in the amount of $170,000 (the “Amendment”). The Amendment provides for the Company to pay the defaulted Note in monthly installments of $17,000 cash from December 2019 to October 2020 and the remaining balance of principal and interest on or before November 20, 2020. If a payment deadline is missed and 90 days have elapsed, the holder of the Note may elect to instead convert any of the amounts then outstanding pursuant to the terms of the Note.

On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $0.0075 per share to $0.0035 per share.

From December 27, 2019 to January 8, 2020, the Company sold a total of 34,771,429 shares of its Form 1-A common stock to 3 investors at a price of $0.0035 per share for net proceeds of $121,700.

On January 8, 2020, the Company issued 1,063,691 shares of its common stock to a lender in satisfaction of $2,968 of penalties relating to a Note dated June 17, 2016.

19

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

We are a multi-media entertainment company that currently produces live radio programming 24 hours a day, syndicated to AM, FM and HD terrestrial radio stations around the country. The network is also heard streaming across the Internet using our registered trademark, iRadio®. Music of Your Life® has been on the air since 1978, making it the longest running syndicated music radio network in the world. Our principal source of revenue comes from selling radio spots, or commercials on the network, and licensing our trade names. Expenses which comprise the costs of goods sold will include licensing agreements and royalties, as well as operational and staffing costs related to the management of the Company’s syndicated network. General and administrative expenses are comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

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

RESULTS OF OPERATION

Following is management’s discussion of the relevant items affecting results of operations for the three and six months ended November 30, 2019 and 2018.

Revenues. The Company generated net revenues of $-0- and $598 during the three months ended November 30, 2019 and 2018, respectively. The Company generated net revenues of $216 and $2,973 during the six months ended November 30, 2019 and 2018, respectively. Revenues were generated from spot sales and subscription based sales from the live radio programming through radio stations around the country. The decrease in revenues in 2019 resulted from large amounts of down time experienced in 2019 and the cessation in October 2018 of charging monthly subscription fees to users.

Cost of Sales. Our cost of sales were $-0- for the three and six months ended November 30, 2019 and 2018. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.

Salaries and Consulting Fees. Salaries and consulting fees were $109,500 and $104,500 (including stock-based compensation of $41,000) for the three months ended November 30, 2019 and 2018, respectively. Salaries and consulting fees were $219,000 and $167,500 (including stock-based compensation of $41,000) for the six months ended November 30, 2019 and 2018, respectively. We expect that salaries and consulting expenses will increase as we add personnel to build our multi-media entertainment business.

Professional Fees. Professional fees were $43,783 and $37,557 for the three months ended November 30, 2019 and 2018, respectively. Professional fees were $51,648 and $40,195 for the six months ended November 30, 2019 and 2018, respectively. 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 $6,714 and $24,671 for the three months ended November 30, 2019 and 2018, respectively. Other selling, general and administrative expenses were $21,545 and $33,038 for the six months ended November 30, 2019 and 2018, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

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Other Income (Expenses). The Company had net other expenses of $890,490 for the three months ended November 30, 2019 compared to net other expenses of $1,549,121 for the three months ended November 30, 2018. The Company had net other expenses of $3,950,709 for the six months ended November 30, 2019 compared to net other expenses of $1,611,370 for the six months ended November 30, 2018. During the six months ended November 30, 2019 and 2018, the company recorded expense on the change in the fair value of the derivative liability in the amount of $3,430,468 and $1,176,971, respectively. Other expenses incurred were also comprised of interest expenses related to notes payable in the amount of $417,278 and $132,784, which included the amortization of debt discounts of $310,963 and $88,570, respectively. During the six months ended November 30, 2019 and 2018, the Company recorded a loss on the conversion of notes payable and accrued interest in the amount of $102,963 and $301,615, respectively, based on difference between the fair market value of the stock at issuance and the amount of notes payable and accrued interest converted.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2019, our primary source of liquidity consisted of $-0- in cash and cash equivalents. We hold our cash reserves in a major United States bank. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in negative working capital and an accumulated deficit at November 30, 2019 of $7,898,788 and $12,190,926, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the six months ended November 30, 2019 of $4,242,686. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

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

CRITICAL ACCOUNTING PRONOUNCEMENTS

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

Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2019 Form 10-K. While all of 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.

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RECENT ACCOUNTING PRONOUNCEMENTS

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

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

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

See Note 8 in the notes to the financial statements.

With respect to the transactions in Note 8 to the financial statements, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

The Company has not paid the principal and interest due on 18 notes payable aggregating $878,167 at November 30, 2019. See Note 5 to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Music of Your life, Inc.
3.2	Amended and Restated Bylaws of Music of Your Life, Inc.
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

	The Marquie Group, Inc.
Date: January __, 2020	By:	/s/  Marc Angell
		Marc Angell
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

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