Cover
Cover | 6 Months Ended |
Nov. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | various edits |
Entity Registrant Name | THE MARQUIE GROUP, INC. |
Entity Central Index Key | 0001434601 |
Entity Address, Address Line One | 7901 4th Street North |
Entity Address, Address Line Two | Suite 4000 |
Entity Address, City or Town | St. Petersburg |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33702-4305 |
City Area Code | 800 |
Local Phone Number | 351-3021 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 784 | $ 353 |
Total Current Assets | 784 | 353 |
OTHER ASSETS | ||
Investment in Acquisition | 6,200,000 | 0 |
Loans receivable, related party | 9,247 | 0 |
Music inventory, net of accumulated depreciation of $20,259 and $19,481, respectively | 1,389 | 2,167 |
Trademark costs | 10,365 | 10,365 |
Total Other Assets | 6,221,001 | 12,532 |
TOTAL ASSETS | 6,221,785 | 12,885 |
CURRENT LIABILITIES | ||
Accounts payable | 66,319 | 35,405 |
Accrued interest payable on notes payable | 397,989 | 334,180 |
Accrued consulting fees | 1,036,917 | 926,217 |
Notes payable, net of debt discounts of $48,830 and $6,889, respectively | 1,396,601 | 1,419,108 |
Notes payable to related parties | 2,073,451 | 135,551 |
Derivative liability | 1,035,419 | 2,817,101 |
Total Current Liabilities | 6,006,696 | 5,667,562 |
TOTAL LIABILITIES | 6,006,696 | 5,667,562 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 756,612,000 and 16,189,732 shares issued and outstanding, respectively | 75,663 | 1,621 |
Additional paid-in-capital | 14,486,896 | 10,213,431 |
Accumulated deficit | (14,355,930) | (15,878,189) |
Total Stockholders' Deficit | 215,089 | (5,654,677) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,221,785 | $ 12,885 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 20,259 | $ 19,481 |
Debt Instrument, Unamortized Discount | $ 48,830 | $ 6,889 |
Preferred Stock, Par or Stated Value Per Share | $ 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 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000,000 | 50,000,000,000 |
Common Stock, Shares, Issued | 756,612,000 | 16,189,732 |
Common Stock, Shares, Outstanding | 756,612,000 | 16,189,732 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | ||||
Salaries and Consulting fees | 60,000 | 30,000 | 120,000 | 60,000 |
Professional fees | 12,992 | 40,885 | 51,113 | 40,885 |
Other selling, general and administrative | 10,696 | 4,905 | 12,001 | 9,066 |
Total Operating Expenses | 83,688 | 75,790 | 183,114 | 109,951 |
LOSS FROM OPERATIONS | (83,688) | (75,790) | (183,114) | (109,951) |
OTHER INCOME (EXPENSES) | ||||
Income (expense) from derivative liability | 1,809,922 | 2,827,992 | 1,851,116 | 1,556,558 |
Interest expense (including amortization of debt discounts of $14,878, $112,987, $27,493, and $213,361, respectively) | (92,535) | (165,263) | (145,743) | (408,524) |
Total Other Income (Expenses) | 1,717,387 | 1,586,822 | 1,705,373 | (1,381,365) |
INCOME (LOSS) BEFORE INCOME TAXES | 1,633,699 | 1,511,032 | 1,522,259 | (1,491,316) |
INCOME TAX EXPENSE | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | $ 1,633,699 | $ 1,511,032 | $ 1,522,259 | $ (1,491,316) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||
Amortization of Debt Discount (Premium) | $ 14,878 | $ 112,987 | $ 27,493 | $ 213,361 |
Earnings Per Share, Basic | $ 0.01 | $ 0.17 | $ 0.01 | $ (0.20) |
Earnings Per Share, Diluted | $ 0.01 | $ 0.17 | $ 0.01 | $ (0.20) |
Weighted Average Number of Shares Outstanding, Basic | 292,900,441 | 8,700,950 | 301,040,848 | 7,447,032 |
Weighted Average Number of Shares Outstanding, Diluted | 292,900,441 | 8,700,950 | 301,040,848 | 7,447,032 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at May. 31, 2021 | $ 0 | $ 468 | $ 8,460 | $ 6,987,191 | $ (11,762,237) | $ (4,766,118) |
Shares, Outstanding, Beginning Balance at May. 31, 2021 | 4,678,553 | |||||
Net income | (3,002,348) | (3,002,348) | ||||
Common stock issued for conversion of debt | $ 295 | 1,502,805 | 1,503,100 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,948,116 | |||||
Ending balance, value at Aug. 31, 2021 | $ 763 | 8,460 | 8,489,996 | (14,764,585) | (6,265,366) | |
Shares, Outstanding, Ending Balance at Aug. 31, 2021 | 7,626,669 | |||||
Beginning balance, value at May. 31, 2021 | 0 | $ 468 | 8,460 | 6,987,191 | (11,762,237) | (4,766,118) |
Shares, Outstanding, Beginning Balance at May. 31, 2021 | 4,678,553 | |||||
Net income | (1,491,316) | |||||
Ending balance, value at Nov. 30, 2021 | 0 | $ 1,075 | 8,460 | 9,611,479 | (13,253,553) | (3,632,539) |
Shares, Outstanding, Ending Balance at Nov. 30, 2021 | 10,752,406 | |||||
Beginning balance, value at Aug. 31, 2021 | $ 763 | 8,460 | 8,489,996 | (14,764,585) | (6,265,366) | |
Shares, Outstanding, Beginning Balance at Aug. 31, 2021 | 7,626,669 | |||||
Net income | 1,511,032 | 1,511,032 | ||||
Common stock issued for conversion of debt | $ 313 | 1,121,483 | 1,121,796 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,125,737 | |||||
Ending balance, value at Nov. 30, 2021 | 0 | $ 1,075 | 8,460 | 9,611,479 | (13,253,553) | (3,632,539) |
Shares, Outstanding, Ending Balance at Nov. 30, 2021 | 10,752,406 | |||||
Beginning balance, value at May. 31, 2022 | $ 0 | $ 1,621 | 8,460 | 10,213,431 | (15,878,189) | (5,654,677) |
Shares, Outstanding, Beginning Balance at May. 31, 2022 | 200 | 16,189,732 | ||||
Stock Issued During Period, Shares, Reverse Stock Splits | 2,600 | |||||
Net income | (111,440) | (111,440) | ||||
Ending balance, value at Aug. 31, 2022 | $ 1,621 | 8,460 | 10,213,431 | (15,989,629) | (5,766,117) | |
Shares, Outstanding, Ending Balance at Aug. 31, 2022 | 200 | 16,192,332 | ||||
Beginning balance, value at May. 31, 2022 | $ 0 | $ 1,621 | 8,460 | 10,213,431 | (15,878,189) | (5,654,677) |
Shares, Outstanding, Beginning Balance at May. 31, 2022 | 200 | 16,189,732 | ||||
Net income | 1,522,259 | |||||
Ending balance, value at Nov. 30, 2022 | $ 0 | $ 75,663 | 8,460 | 14,486,896 | (14,355,930) | 215,089 |
Shares, Outstanding, Ending Balance at Nov. 30, 2022 | 200 | 756,612,000 | ||||
Beginning balance, value at Aug. 31, 2022 | $ 1,621 | 8,460 | 10,213,431 | (15,989,629) | (5,766,117) | |
Shares, Outstanding, Beginning Balance at Aug. 31, 2022 | 200 | 16,192,332 | ||||
Net income | 1,633,699 | 1,633,699 | ||||
Common stock issued for conversion of debt | $ 7,375 | 140,132 | 147,507 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 73,753,000 | |||||
Investment in Acquisition | $ 66,667 | 4,133,333 | 4,200,000 | |||
Stock Issued During Period, Shares, Acquisitions | 666,666,668 | |||||
Ending balance, value at Nov. 30, 2022 | $ 0 | $ 75,663 | $ 8,460 | $ 14,486,896 | $ (14,355,930) | $ 215,089 |
Shares, Outstanding, Ending Balance at Nov. 30, 2022 | 200 | 756,612,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 1,522,259 | $ (1,491,316) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Depreciation of music inventory | 778 | 1,364 |
Expense from derivative liability | (1,851,116) | (1,556,558) |
Amortization of debt discounts | 27,493 | 213,361 |
Changes in operating assets and liabilities: | ||
Accounts payable | 30,914 | 8,353 |
Accrued interest payable on notes payable | 111,316 | 87,666 |
Accrued consulting fees | 110,700 | 55,000 |
Net Cash Used by Operating Activities | (47,657) | (50,331) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments from loans receivable, related party | (9,247) | 0 |
Net Cash Used by Investing Activities | (9,247) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | 0 | (397) |
Proceeds from notes payable | 69,435 | 45,000 |
Repayments of notes payable | 0 | (500) |
Repayments of notes payable to related parties | (12,100) | (25,272) |
Net proceeds from notes payable to related parties | 0 | 31,500 |
Net Cash Provided by Financing Activities | 57,335 | 50,331 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 431 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 353 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 784 | 0 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 6 Months Ended |
Nov. 30, 2022 | |
Accounting Policies [Abstract] | |
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 three and six months ended November 30, 2022 are not necessarily indicative of results that may be expected for the year ending May 31, 2023. Organization The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation (“Merger Sub”), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership. Acquisition of The Marquie Group, Inc. On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients. Acquisition of Global Nutrition Experience, Inc. On November 21, 2019 (see Note 8), the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000 shares of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property to third parties. |
MUSIC INVENTORY
MUSIC INVENTORY | 6 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
MUSIC INVENTORY | NOTE 2 – MUSIC INVENTORY Music inventory consisted of the following: Schedule of inventory November 30, 2022 May 31, 2022 Digital music acquired for use in operations – at cost $ 21,648 $ 21,648 Accumulated depreciation (20,259 ) (19,481 ) Music inventory – net $ 1,389 $ 2,167 The Company purchases digital music to broadcast over the radio and internet. During the six months ended November 30, 2022, the Company purchased $- 0 778 1,364 |
ACCRUED CONSULTING FEES
ACCRUED CONSULTING FEES | 6 Months Ended |
Nov. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED CONSULTING FEES | NOTE 3 – ACCRUED CONSULTING FEES Accrued consulting fees consisted of the following: Schedule of consulting fees payable November 30, 2022 May 31, 2022 Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022 $ 368,817 $ 253,817 Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021) 314,600 318,100 Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 131,350 131,350 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 144,700 144,700 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 48,000 48,000 Due to two other service providers 29,450 30,250 Total $ 1,036,917 $ 926,217 The accrued consulting fees balance changed as follows: Schedule of accrued consulting fees activity Six Months Ended Year Ended Balance, beginning of period $ 926,217 $ 832,967 Compensation expense accrued pursuant to consulting agreements 120,000 120,000 Payments to consultants (9,300 ) (26,750 ) Balance, end of period $ 1,036,917 $ 926,217 See Note 8 (Commitments and Contingencies). |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Notes payable consisted of the following: Schedule of notes payable November 30, 2022 May 31, 2022 Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 39,300 $ 39,300 Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) 25,000 25,000 Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) 40,000 40,000 Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) 25,000 25,000 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100 Convertible note payable to an entity, interest at 10%, due on demand (CC) – 50,000 Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) 35,000 35,000 Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) 8,505 8,505 Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS) 154,764 154,764 Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 170,212 167,597 Convertible note payable to an entity, interest at 8%, due on August 27, 2022 (WW) 14,000 9,726 Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY) 58,250 58,250 Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ) 245,000 245,000 Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $20,452 and $-0-, respectively (AA) 18,428 – Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $28,378 and $-0-, respectively (C) 2,176 – Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements 70,000 70,000 Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements 100,000 100,000 Notes payable to individuals, non-interest bearing, due on demand 103,476 103,476 Total Notes Payable 1,396,601 1,419,108 Less: Current Portion (1,396,601 ) (1,419,108 ) Long-Term Notes Payable $ – $ – (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. (D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016. (E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. (H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. (I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016. (M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016. (V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.1293 per share. (W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. (CC) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (SS) On November 30, 2020, the Company issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of the conversion. See Note 6 (Derivative Liability). (VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2) 50% of the lowest trading price of the common stock for the previous 15 day trading period. See Note 6 (Derivative Liability). (WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (YY) On December 21, 2021, the Company issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock. (ZZ) On February 8, 2022, the Company issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12% per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock. (AA) On June 10, 2022, the Company issued a $38,880 Convertible Promissory Note to a lender for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on June 10, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.05, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). (C) On November 4, 2022, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $25,000. The note bears interest at a rate of 12% per annum, is due on November 4, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.005, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 6 (Derivative Liability). Concentration of Notes Payable: The principal balance of notes payable was due to: Notes payable by lender November 30, 2022 May 31, 2022 Lender A $ 458,014 $ 458,014 Lender B 170,212 170,212 14 other lenders 817,205 797,771 Total 1,445,431 1,425,997 Less debt discounts (48,830 ) (6,889 ) Net $ 1,396,601 $ 1,419,108 |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 6 Months Ended |
Nov. 30, 2022 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE – RELATED PARTIES | NOTE 5 – NOTES PAYABLE – RELATED PARTIES Notes payable – related parties consisted of the following: Schedule of related party notes payable November 30, May 31, Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured $ 2,073 $ 2,073 Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 69,250 69,250 Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured 2,128 14,228 Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) 2,000,000 14,228 Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand – 50,000 Total Notes Payable 2,073,451 135,551 Less: Current Portion (2,073,451 ) (135,551 ) Long-Term Notes Payable $ – $ – NOTE 6 - DERIVATIVE LIABILITY The derivative liability at November 30, 2022 and May 31, 2022 consisted of: Schedule of derivative liabilities November 30, 2022 May 31, 2022 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 73,171 $ 40,000 $ 40,000 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 73,561 29,000 43,500 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 54,537 21,500 32,250 Convertible note payable issued December 1, 2017, due on demand (BB) 50,000 – 50,000 33,333 Convertible note payable issued December 1, 2017, due on demand (CC) 50,000 – 50,000 33,333 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 64,024 35,000 35,000 Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 15,559 8,506 8,506 Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 215,203 154,764 1,392,875 Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 170,212 217,468 170,212 1,176,766 Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 16,569 14,000 21,538 Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) 38,880 218,979 – – Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 30,555 86,448 – – Totals $ 642,417 $ 1,035,419 $ 572,982 $ 2,817,101 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, 2022 include (1) stock price of $0.0058 per share, (2) exercise prices ranging from $0.00004 to $0.002665 per share, (3) terms ranging from 0 days to 365 days, (4) expected volatility of 2,170% and (5) risk free interest rates ranging from 4.07% to 4.76%. Assumptions used for the calculations of the derivative liability of the notes at May 31, 2022 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.0004 to $0.00065 per share, (3) terms ranging from 0 days to 88 days, (4) expected volatility of 1,986% and (5) risk free interest rates ranging from 0.73% to 1.16%. Concentration of Derivative Liability: The derivative liability relates to convertible notes payable due to: Schedule of derivative liability by Lender November 30, 2022 May 31, 2022 Lender A $ 215,203 $ 1,392,874 Lender B 217,468 1,176,765 Lender C 305,427 – Lender D 96,052 65,044 5 other lenders 201,269 182,418 Total $ 1,035,419 $ 2,817,101 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Nov. 30, 2022 | |
Equity [Abstract] | |
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. On April 22, 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000,000 to 50,000,000,000 shares. On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100 shares of common stock of the Company were issued to the TMG shareholders. TMG was incorporated on August 3, 2018. The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and social networking products. The three stockholders of TMG prior to the merger who received the 100 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (50 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2019 and February 29, 2020) (25 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2019 and February 29, 2020) (25 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 100 shares of common stock) were recorded at $-0-, the historical cost of the property to TMG. On August 28, 2019, the Securities and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection with the Company’s offering of up to 1,333,333 shares of common stock at a price of $7.50 per share or a total offering of $10,000,000. The end date of the offering is August 28, 2020. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $7.50 per share to $3.50 per share. As part of this offering, during the three months ended February 29, 2020, the Company issued an aggregate of 58,438,096 shares of common stock for cash in the amount of $287,200. On November 21, 2019, the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000 shares of our common stock to GNE’s stockholders. Following the merger, the Company had 161,062 shares of common stock issued and outstanding. GNE was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000 shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and the issuance of the 160,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE. During the three months ended February 29, 2020, the Company issued an additional 33,000 shares of common stock as part of the merger. During the year ended May 31, 2021, the Company issued an aggregate of 4,304,842 835,050 1,445,042 Effective April 21, 2022, the Company effectuated a 1 for 1,000 reverse split On October 13, 2022 (the “Closing Date”), the Company entered into a Standby Equity Commitment Agreement (the “Equity Agreement” by and among the Company, and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company’s sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the “Put Shares”) at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTCQB during the six (6) Trading Days immediately following the Clearing Date. Contemporaneous therewith, the Company and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant in a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement was filed on October 21, 2022. Also on the Closing Date, pursuant to the Equity Agreement, the Company issued to MacRab a warrant (the “Warrant”) to acquire 11,764,706 shares of the Company’s common stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Consulting Agreements with Individuals The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 3 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provided for monthly compensation of $10,000 through May 31, 2022 and was increased to $20,000 after May 31, 2022. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provided for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019. Corporate Consulting Agreement On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were paid or accrued subsequent to May 31, 2018. On October 16, 2018 (see Note 7), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 November 30, 2022, the Company had negative working capital of $ 6,005,912 14,355,930 To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2023 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations. The Company is attempting to improve these conditions by way of financial assistance through issuances of notes payable and additional equity and by generating revenues through sales of products and services. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INVESTMENT IN ACQUISITION
INVESTMENT IN ACQUISITION | 6 Months Ended |
Nov. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
INVESTMENT IN ACQUISITION | NOTE 10 – INVESTMENT IN ACQUISITION On September 20, 2022, the Company entered into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”), in exchange for 666,666,668 2,000,000 6,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
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 three and six months ended November 30, 2022 are not necessarily indicative of results that may be expected for the year ending May 31, 2023. |
Organization | Organization The Marquie Group, Inc. (formerly Music of Your Life, Inc.) (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation (“Merger Sub”), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership. |
Acquisition of The Marquie Group, Inc. | Acquisition of The Marquie Group, Inc. On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to license, develop and launch a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients. |
MUSIC INVENTORY (Tables)
MUSIC INVENTORY (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory November 30, 2022 May 31, 2022 Digital music acquired for use in operations – at cost $ 21,648 $ 21,648 Accumulated depreciation (20,259 ) (19,481 ) Music inventory – net $ 1,389 $ 2,167 |
ACCRUED CONSULTING FEES (Tables
ACCRUED CONSULTING FEES (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of consulting fees payable | Schedule of consulting fees payable November 30, 2022 May 31, 2022 Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 to May 31, 2022, increased to $20,000 after May 31, 2022 $ 368,817 $ 253,817 Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 (which was terminated May 31, 2021) 314,600 318,100 Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 131,350 131,350 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 144,700 144,700 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 48,000 48,000 Due to two other service providers 29,450 30,250 Total $ 1,036,917 $ 926,217 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable November 30, 2022 May 31, 2022 Notes payable to an entity, non-interest bearing, due on demand, unsecured $ 39,300 $ 39,300 Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) 25,000 25,000 Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) 40,000 40,000 Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) 25,000 25,000 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100 Convertible note payable to an entity, interest at 10%, due on demand (CC) – 50,000 Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) 35,000 35,000 Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) 8,505 8,505 Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $-0- and $85,233, respectively (SS) 154,764 154,764 Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 170,212 167,597 Convertible note payable to an entity, interest at 8%, due on August 27, 2022 (WW) 14,000 9,726 Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY) 58,250 58,250 Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ) 245,000 245,000 Convertible note payable to an entity, interest at 12%, due on June 10, 2023, net of discount of $20,452 and $-0-, respectively (AA) 18,428 – Convertible note payable to an entity, interest at 12%, due on November 4, 2023, net of discount of $28,378 and $-0-, respectively (C) 2,176 – Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements 70,000 70,000 Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements 100,000 100,000 Notes payable to individuals, non-interest bearing, due on demand 103,476 103,476 Total Notes Payable 1,396,601 1,419,108 Less: Current Portion (1,396,601 ) (1,419,108 ) Long-Term Notes Payable $ – $ – |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party notes payable | Schedule of related party notes payable November 30, May 31, Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured $ 2,073 $ 2,073 Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 69,250 69,250 Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured 2,128 14,228 Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) 2,000,000 14,228 Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 2,500 shares of common stock since August 16, 2018), interest at 10%, due on demand – 50,000 Total Notes Payable 2,073,451 135,551 Less: Current Portion (2,073,451 ) (135,551 ) Long-Term Notes Payable $ – $ – |
Schedule of derivative liabilities | Schedule of derivative liabilities November 30, 2022 May 31, 2022 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 73,171 $ 40,000 $ 40,000 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 73,561 29,000 43,500 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 54,537 21,500 32,250 Convertible note payable issued December 1, 2017, due on demand (BB) 50,000 – 50,000 33,333 Convertible note payable issued December 1, 2017, due on demand (CC) 50,000 – 50,000 33,333 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 64,024 35,000 35,000 Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 15,559 8,506 8,506 Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 215,203 154,764 1,392,875 Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 170,212 217,468 170,212 1,176,766 Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 16,569 14,000 21,538 Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) 38,880 218,979 – – Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 30,555 86,448 – – Totals $ 642,417 $ 1,035,419 $ 572,982 $ 2,817,101 |
MUSIC INVENTORY (Details)
MUSIC INVENTORY (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Inventory Disclosure [Abstract] | ||
Digital music acquired for use in operations – at cost | $ 21,648 | $ 21,648 |
Accumulated depreciation | (20,259) | (19,481) |
Music inventory – net | $ 1,389 | $ 2,167 |
MUSIC INVENTORY (Details Narrat
MUSIC INVENTORY (Details Narrative) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
Property, Plant and Equipment, Additions | $ 0 | |
Depreciation | $ 778 | $ 1,364 |
ACCRUED CONSULTING FEES (Detail
ACCRUED CONSULTING FEES (Details - Consulting fees payable) - USD ($) | Nov. 30, 2022 | May 31, 2022 | May 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | $ 1,036,917 | $ 926,217 | $ 832,967 |
C E O Agreement 2017 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | 368,817 | 253,817 | |
Wife Of C E O [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | 314,600 | 318,100 | |
Mother Of C E O [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | 131,350 | 131,350 | |
Service Provider [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | 144,700 | 144,700 | |
Service Provider 1 [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | 48,000 | 48,000 | |
Two Other Service Providers [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accrued Professional Fees, Current | $ 29,450 | $ 30,250 |
ACCRUED CONSULTING FEES (Deta_2
ACCRUED CONSULTING FEES (Details - Consulting fees activity) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | May 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued Professional Fees, Current | $ 1,036,917 | $ 926,217 | $ 832,967 |
Professional and Contract Services Expense | $ 120,000 | $ 120,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Debt Instrument [Line Items] | ||
Notes and Loans Payable | $ 1,396,601 | $ 1,419,108 |
Notes and Loans Payable, Current | (1,396,601) | (1,419,108) |
Notes and Loans, Noncurrent | ||
Note Payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 39,300 | 39,300 |
Note Payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 25,000 | 25,000 |
Note Payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 50,000 | 50,000 |
Note Payable 4 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 7,000 | 7,000 |
Note Payable 5 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 50,000 | 50,000 |
Note Payable 6 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 50,000 | 50,000 |
Note Payable 7 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 25,000 | 25,000 |
Note Payable 8 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 40,000 | 40,000 |
Note Payable 9 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 25,000 | 25,000 |
Note Payable 10 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 46,890 | 46,890 |
Note Payable 11 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 29,000 | 29,000 |
Note Payable 12 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 21,500 | 21,500 |
Note Payable 13 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 8,100 | 8,100 |
Note Payable 14 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 0 | 50,000 |
Note Payable 15 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 35,000 | 35,000 |
Note Payable 16 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 8,505 | 8,505 |
Note Payable 17 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 154,764 | 154,764 |
Note Payable 18 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 170,212 | 167,597 |
Note Payable 19 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 14,000 | 9,726 |
Note Payable 20 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 58,250 | 58,250 |
Note Payable 21 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 245,000 | 245,000 |
Note Payable 22 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 18,428 | 0 |
Note Payable 23 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 2,176 | 0 |
Note Payable 24 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 70,000 | 70,000 |
Note Payable 25 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | 100,000 | 100,000 |
Note Payable 26 [Member] | ||
Debt Instrument [Line Items] | ||
Notes and Loans Payable | $ 103,476 | $ 103,476 |
NOTES PAYABLE (Details by lende
NOTES PAYABLE (Details by lender) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Debt Instrument [Line Items] | ||
Notes Payable, Noncurrent | $ 1,445,431 | $ 1,425,997 |
Debt Instrument, Unamortized Discount (Premium), Net | (48,830) | (6,889) |
Notes and Loans Payable | 1,396,601 | 1,419,108 |
Lender A [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable, Noncurrent | 458,014 | 458,014 |
Lender B [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable, Noncurrent | 170,212 | 170,212 |
Other Lenders 14 [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable, Noncurrent | $ 817,205 | $ 797,771 |
NOTES PAYABLE RELATED PARTIES (
NOTES PAYABLE RELATED PARTIES (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | $ 2,073,451 | $ 135,551 |
Notes Payable, Related Parties, Current | (2,073,451) | (135,551) |
Notes Payable, Related Parties, Noncurrent | 0 | 0 |
Company Law Firm [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 2,073 | 2,073 |
O Z Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 69,250 | 69,250 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 2,128 | 14,228 |
Wife Of C E O [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 2,000,000 | 14,228 |
John Thomas [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | $ 0 | $ 50,000 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | $ 642,417 | $ 572,982 |
Derivative Liability | 1,035,419 | 2,817,101 |
Convertible Note 1 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 40,000 | 40,000 |
Derivative Liability | 73,171 | 40,000 |
Convertible Note 2 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 29,000 | 29,000 |
Derivative Liability | 73,561 | 43,500 |
Convertible Note 3 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 21,500 | 21,500 |
Derivative Liability | 54,537 | 32,250 |
Convertible Note 4 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 50,000 | 50,000 |
Derivative Liability | 0 | 33,333 |
Convertible Note 5 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 50,000 | 50,000 |
Derivative Liability | 0 | 33,333 |
Convertible Note 6 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 35,000 | 35,000 |
Derivative Liability | 64,024 | 35,000 |
Convertible Note 7 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 8,506 | 8,506 |
Derivative Liability | 15,559 | 8,506 |
Convertible Note 8 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 154,764 | 154,764 |
Derivative Liability | 215,203 | 1,392,875 |
Convertible Note 9 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 170,212 | 170,212 |
Derivative Liability | 217,468 | 1,176,766 |
Convertible Note 10 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 14,000 | 14,000 |
Derivative Liability | 16,569 | 21,538 |
Convertible Note 11 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 38,880 | 0 |
Derivative Liability | 218,979 | 0 |
Convertible Note 12 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability, Notional Amount | 30,555 | 0 |
Derivative Liability | $ 86,448 | $ 0 |
DERIVATIVE LIABILITY (Details -
DERIVATIVE LIABILITY (Details - by Lender) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Offsetting Assets [Line Items] | ||
Derivative Liability | $ 1,035,419 | $ 2,817,101 |
Lender A [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | 215,203 | 1,392,874 |
Lender B [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | 217,468 | 1,176,765 |
Lender C [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | 305,427 | 0 |
Lender D [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | 96,052 | 65,044 |
Other Lenders 5 [Member] | ||
Offsetting Assets [Line Items] | ||
Derivative Liability | $ 201,269 | $ 182,418 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 21, 2022 | May 31, 2021 | |
Equity [Abstract] | ||
Debt Conversion, Converted Instrument, Shares Issued | 4,304,842 | |
Debt Conversion, Converted Instrument, Amount | $ 835,050 | |
Gain (Loss) on Extinguishment of Debt | $ 1,445,042 | |
Stockholders' Equity, Reverse Stock Split | 1 for 1,000 reverse split |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 14,355,930 | $ 15,878,189 |
INVESTMENT IN ACQUISITION (Deta
INVESTMENT IN ACQUISITION (Details Narrative) - Simply Whim [Member] | 3 Months Ended |
Nov. 30, 2022 USD ($) shares | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | shares | 666,666,668 |
Notes Issued | $ 2,000,000 |
Business Combination, Consideration Transferred | $ 6,200,000 |