Annual Report for Fiscal Year Ending May 31, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 annual report. 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.

Overview

With the acquisition of GetGolf, LLC in October 2025, the Company shifted its primary focus to the golf industry. GetGolf is led by industry veteran Jeff Foster. Mr. Foster's professional background includes founding Arizona Fairways Magazine and Arizona Golf and Travel, as well as decades of experience in the golf industry, including golf course operations, golf-related media and marketing systems.

As part of the acquisition of GetGolf, the Company acquired a portfolio of golf-related technology and reservation-system assets. These assets are intended to support a scalable booking and customer-engagement platform.

While these golf-related assets did not contribute materially to our operations during the fiscal year ended May 31, 2026, we expect that, under the leadership of our new Board and management team, we will explore ways to expand our current golf assets and pursue new opportunities in the expanding industry, including:

Stand By Golf

Stand By Golf is a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. The system functions as both a consumer-facing marketplace and an enterprise-level golf course management tool.

Key components and functionality include:

	·	Dynamic Tee-Time Reservation Engine. Allows real-time booking of tee times across participating courses, including yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory;
	·	Revenue Optimization & Standby Pricing Model. The platform enables "stand-by" or distressed inventory monetization, allowing golf courses to convert unused tee times into revenue through algorithmic discounting without eroding premium brand pricing.
	·	Course Operations & Capacity Management. Integrated tools for course operators to manage availability, pace-of-play intervals, staffing needs, and daily revenue forecasting.
	·	Golfer Account & Loyalty Ecosystem. Includes customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools.
	·	Enterprise Integration Capabilities. Designed to integrate with point-of-sale systems, access control, payment processing, customer relationship management (CRM), and future tokenized loyalty or rewards platforms.
	·	Scalable Licensing & White-Label Potential. The Stand By Golf platform is structured for:

	o	Software-as-a-Service (SaaS) licensing to third-party golf operators,005
	o	White-label implementations for resort chains,
	o	Enterprise B2B partnerships with golf management companies.

If successfully developed and commercialized, this technology asset is intended to provide a scalable digital infrastructure layer that could support subscription, transaction, advertising, and marketing revenue without requiring ownership of physical golf courses. The platform has not generated material revenue to date, and no assurance can be given that any of these revenue streams will be realized.

Strategic Integration of Golf Technology Assets

The Company previously entered into an agreement involving the proposed acquisition of Apache Creek Golf Club and paid a deposit in connection with the proposed transaction. The transaction did not close, the deposit was forfeited, and the Company does not own or operate Apache Creek Golf Club. The Company recorded a loss on earnest money deposit as a result of the forfeited deposit.

	·	Integrate software infrastructure, reservation functionality, and customer engagement,
	·	Develop analytics across participating and third-party golf platforms,
	·	Monetize golfer data, booking behavior, and loyalty engagement,
	·	Expand through:

	o	Strategic technology acquisitions and commercial partnerships,
	o	Licensing of the Stand By Golf platform to third-party operators,
	o	Commercial relationships with golf-course operators,
	o	Future tokenized or digital loyalty systems.

There can be no assurance that any particular initiative will be successful or will generate material revenue, and we may choose to prioritize or defer such efforts depending on capital availability, market conditions and other factors described in this report.

Business Strategy

Across our segments, our strategy is to:

	·	Grow our customer reach and engagement through advertising and social media outreach;
	·	monetize our existing customer base via advertising, events, subscriptions, sponsorships, and direct-to-consumer product sales;
	·	leverage our branded intellectual property (e.g., GETGOLF and Stand By Golf) to build durable franchises that can be extended into new channels and product categories;
	·	deploy an integrated operating model that combines proprietary technology, consumer brands, and technology-enabled revenue streams to capture value across the entire customer lifecycle, from digital engagement through in-person experiences;
	·	operate with a lean cost structure while using third-party vendors and partners to provide technology, distribution, and specialized services; and
	·	access growth capital through equity lines, private placements and other financing mechanisms until our operations are able to support themselves from recurring revenues.

Our near-term priorities include:

Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:

	·	development and deployment of the GETGOLF platform; and
	·	identifying and acquiring cash-flow-producing golf course properties; and
	·	expansion of Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments; and
	·	strengthening our internal controls, governance, and reporting infrastructure under the leadership of our new Board and management team.

Golf & Lifestyle Brand Competitive Conditions

As part of the Purchase Agreement, the Company acquired the rights to the GETGOLF and Stand By Golf platforms, together with their associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets.

The golf industry-particularly tee-time booking platforms, yield-management software, golf course operations systems, golf travel tools, player engagement applications, and golf lifestyle marketing-is highly competitive and rapidly evolving. This competitive landscape includes:

	·	large-scale golf booking platforms;
	·	course management systems;
	·	golf lifestyle content providers;
	·	regional and local golf course operators with their own promotional channels;
	·	emerging technology companies offering real-time tee-time scheduling; and
	·	companies pursuing AI-driven analysis of player behavior and course utilization.

Unlike pure-play software competitors, the Company's strategy integrates proprietary technology through the Stand By Golf platform. While this vertically integrated model offers strategic advantages in data collection, pricing optimization, and customer engagement, it also positions the Company to be a competitor in the golf technology and digital-marketplace segments of the golf industry.

Our success in this segment will depend on, among other factors:

	·	the continued development, reliability, scalability, and market adoption of the Stand By Golf platform;
	·	our ability to acquire, efficiently operate, market, and optimize revenues with future golf course assets;
	·	successful integration of golf technology with our broader media, lifestyle, and branded content platforms;
	·	access to sufficient capital to support software development, marketing, commercial partnerships, and geographic expansion; and
	·	the ability of our management team to execute within a competitive, technology-driven and experience-based consumer services industry.

Given that the Company is in the early stages of deploying and scaling its golf technology and digital-platform strategy, and given our limited financial resources relative to many competitors, there is a meaningful risk that better-capitalized competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before we are able to fully commercialize, scale, or defensively position our golf-related assets. Such competitive pressures could materially and adversely affect our operating results and financial condition.

Market Demand - Demographics

Demographic and participation trends influence demand in the golf industry:

·

The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel.

Competition also continues to increase in the markets in which we operate:

·

Golf technology platforms are expanding quickly.

While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.

Intellectual Property

Intellectual property is central to our business strategy. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our golf technology and related businesses.

The Company owns or controls the following assets:

· GetGolf and Stand By Golf trademarks.

Following the GetGolf Transaction, and the Company's cessation of its media operations for the Music of Your Life brand and associated intellectual property, the Company will concentrate its focus on its golf-related assets and intellectual property and brand rights assigned by GetGolf, including:

	·	GetGolf - intellectual property, trademarks, trade names, branding materials
	·	Stand By Golf - intellectual property, trademarks, trade names, branding materials

Government Regulation and Industry Standards

Golf Industry Regulation

The Company's golf-related assets include (i) Stand By Golf, a proprietary, cloud-based golf reservation, yield-management, and course-operations platform designed to optimize utilization and enhance golfer engagement, and (ii) GetGolf, which is intended to serve as an integrated online golf platform. GetGolf is a development stage product which requires additional capital to deploy. These assets may implicate different regulatory frameworks depending on the nature of their operations and commercial deployment.

Golf, Lifestyle, and Digital Platform Regulation

While the Stand By Golf platform is not presently commercialized in a manner that subjects it to specialized industry licensing or regulation, future commercialization-particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce-may implicate various regulatory regimes, including:

	·	data privacy laws,
	·	consumer protection rules,
	·	e-commerce regulations,
	·	potential licensing requirements for travel-related sales,
	·	cyber-security standards,
	·	accessibility rules under the Americans with Disabilities Act (ADA) for web content.

Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:

	·	online advertising,
	·	cross-border digital commerce,
	·	AI-driven personalization,
	·	cookies and tracking technologies.

Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.

Golf Industry Regulatory Outlook

The Company's digital golf platforms are subject to evolving federal and state regulatory requirements. New rules related to consumer privacy, cybersecurity, dynamic pricing, e-commerce, and online marketing could materially affect operations, impose additional costs, or require technology or operational changes.

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

Results of Operations

Following is management's discussion of the relevant items affecting results of operations for the fiscal years ended May 31, 2026 and 2025.

Revenues. The Company generated revenues of $990,084 and $11,040 during the years ended May 31, 2026 and 2025, respectively. Revenues were generated partly from advertising spot sales on our syndicated radio network. The majority of revenues were generated from golf course bookings and cart rentals through the Stand By Golf platform. These will continue to be the majority of revenues in future operations. Other future revenues will be golf green fees, cart rentals, food & beverage sales and pro shop sales when the planned acquisitions of golf courses have been finalized.

Cost of Sales. Cost of sales for were $697,511 and $-0- for the years ended May 31, 2026 and 2025, respectively. Cost of sales consist primarily of the payments made to golf courses for the bookings and reservations generated on the Stand By Golf platform. The gross profit represents the income retained by the Company for providing these services. Our cost of sales in the future will also consist of the costs of merchandise and food & beverage sold at the golf course pro shops.

Salaries and Consulting Expenses. Salaries and consulting expenses for the year ended May 31, 2026 were $395,458 as compared to $120,000 for the year ended May 31, 2025. The increase during the year ended May 31, 2025 was mostly the result of the consolidation of GetGolf and Stand By Golf during the year as well as additional expenses related to investor relations. We expect that salaries and consulting expenses will continue to increase as we add personnel to build our golf-related businesses.

Professional Fees. Professional fees were $427,210 and $30,393 for the years ended May 31, 2026 and 2025, respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company's financial statements as well as the filings with the Securities and Exchange Commission. Professional fees also increased due to the fees incurred with the acquisition of GetGolf and Stand By Golf. We anticipate that professional fees will increase in future periods as we acquire golf courses as well as scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $387,906 and $12,519 for the years ended May 31, 2026 and 2025, respectively. The largest expense items in this category are commissions as the company continues to raise capital. Other general expenses were for rent, insurance and office expenses. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

Other Income (Expense). The Company had net other expenses of $4,911,464 and $796,580 for the years ended May 31, 2026 and 2025, respectively. During the year ended May 31, 2026, the company recorded a gain on the extinguishment of debt in the amount of $1,930,461, expense on the change in the fair value of the derivative liability in the amount of $163,492, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $2,778,433, which included the amortization of debt discounts of $924,813. The expense on the change in the fair value of derivative liability and the increase in interest expenses is the result of the issuance of new convertible promissory notes which bear interest from 6% to 13%. The Company also paid a non-refundable deposit in connection with a proposed acquisition of Apache Creek Golf Course. The transaction was terminated and the deposit was forfeited. The company recorded a loss on earnest money deposit of $200,000.

Liquidity and Capital Resources

As of May 31, 2026, our primary source of liquidity consisted of $165,532 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in an accumulated deficit at May 31, 2026 of $21,641,402 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year ended May 31, 2026 of $5,829,465. 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, (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company, and (iv) increasing costs associated with maintaining public company reporting requirements.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

We believe the following more critical accounting policies are used in the preparation of our financial statements:

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation allowances, loss contingencies, income taxes, and projection of future cash flows.

Research and Development. Research and development costs are charged to operations when incurred and are included in operating expenses.

Recent Accounting Pronouncements

There were various accounting standards and interpretations recently issued, none of which are expected to have a material impact on the Company's consolidated financial position, operations, or cash flows.