Annual Report for Fiscal Year Ending May 31, 2025 (Form 10-K)

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

General

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related notes under Item 8 of this annual report. Our Consolidated Financial Statements are not directly comparable from period to period due to acquisitions and dispositions. Refer to Note 3 of our Consolidated Financial Statements under Item 8 of this annual report for details of each of these transactions. We have elected the presentation requirements under Rule 12b-2 of the Exchange Act as a smaller reporting company and have herein included a two-year discussion of our financial condition and results of operations.

Overview

The Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in marketing, product development, and media, including a dynamic radio and digital network. We promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio content for our audience. We maintain a website at www.themarquiegroup.com.

We have two operating segments: (1) Broadcast, and (2) Health and Beauty, which also qualify as reportable segments. Our operating segments reflect how we assess the performance of each operating segment and determine the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary.

We measure and evaluate our operating segments based on operating income and operating expenses that exclude costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury. We also exclude costs such as amortization, depreciation, taxes, and interest expense when evaluating the performance of our operating segments.

Our principal sources of broadcast revenue include:

	·	the sale of advertising time on our radio stations to national and local advertisers;
	·	the sale of advertising time on our national network;
	·	the sale of banner advertisements on our station websites or on our mobile applications;
	·	the sale of digital streaming advertisements on our station websites or on our mobile applications;

Our principal sources of health and beauty revenue include:

	·	the sale of skin care products on our webstore;
	·	the sale of skin care products on our radio network;
	·	the sale of skin care products on our Amazon store; and
	·	the sale of skin care products on our Public Square store.

In our broadcast operating segment, the rates we can charge for airtime, advertising and other products and services are dependent upon several factors, including:

	·	audience share;
	·	how well our programs and advertisements perform for our clients;
	·	the size of the market and audience reached;
	·	the number of impressions delivered;
	·	general economic conditions; and
	·	supply and demand for airtime on a local and national level.

In our health and beauty operating segment, the price we can charge for our products are dependent upon several factors, including:

	·	price point sensitivity compared to other similar products in the market;
	·	demographics of targeted marketing;
	·	customer reviews;
	·	customer service;
	·	our ability to deliver products in a timely manner; and
	·	how well our products deliver results for our customers.

Broadcasting

Our foundational business is radio broadcasting, which includes the ownership and operation of a syndicated radio network including our affiliated radio stations subscribing to our programming delivery.

Advertising revenue generated from our syndicated radio operations is reported as broadcast revenue in our Consolidated Financial Statements. Advertising revenue is recorded on a gross basis unless an agency represents the advertiser, in which case revenue is reported net of the commission retained by the agency.

Broadcast revenue is impacted by the rates radio stations can charge for programming and advertising time, the level of airtime sold to programmers and advertisers, the number of impressions delivered, or downloads made, and the number of listener responses in the case of pay-per-call. Advertising rates are based upon the demand for advertising time, which in turn is based on our stations' and networks' ability to produce results for their advertisers. We market ourselves to advertisers based on the responsiveness of our audiences. We do not subscribe to traditional audience measuring services for most of our radio stations.

Each of our radio station affiliates allocates 3 minutes per hour of advertising time for our commercials at a preset time every hour based on the Music of Your Life clock.

Our results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly fluctuations in the retail industry. Additionally, we experience increased demand for political advertising during election even numbered years, over non-election odd numbered years. Political advertising revenue varies based on the number and type of candidates as well as the number and type of debated issues.

Broadcast operating expenses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as lease expense and utilities, (iii) marketing and promotional expenses, (iv) production and programming expenses, and (v) music license fees. In addition to these expenses, our network incurs programming costs and lease expenses for satellite communication facilities.

Health and Beauty

Our health and beauty operations are owned by Simply Whim, Inc., and include Whim, an emerging beauty brand blending Nature, Nutrition, and Science to offer safe and effective products. Whim's founder, a 3-time cancer survivor under treatment, recognizes the U.S.'s regulatory lapses and strives for better standards. Exclusively made in the USA, Whim aims to provide responsible beauty options. We forecast strong sales growth next year, driven by demand for safer beauty solutions, and plan to exceed these expectations with continued innovation.

	§	On May 10, 2024 we entered into a settlement and co-existence agreement with Ulta Beauty (NASDAQ: ULTA), the world's leading beauty company, over the rights to our Whim trademark. Under the terms of the agreement, Ulta is limited in the products they can market under the Whim brand name, and we are able to expand our Whim product offerings.
		We acquired a 25% stake in Simply Whim, Inc., September 2022, and work together to expand marketing, and increase sales.
	§	Using two new S-1 facilities, we are raising funds for Simply Whim's inventory, advertising, and social media costs.
	§	We intend to acquire a controlling interest in Simply Whim in the coming fiscal year, which will be reflected in future balance sheet calculations.

Whim Beauty Products:

	·	Age Defying Moisturizer	·	Polishing Cleanser
	·	Illuminating Eye Treatment	·	Youth Boosting Serum
	·	Multi-Action Exfoliating Scrub	·	Antioxidant Serum

Assets - Inventory and Equipment

Music of Your Life.

A significant amount of equipment is used to broadcast Music of Your Life programming. As of year-end May 31, 2025, all current equipment has been fully depreciated, and includes:

MOYL Equipment Assets		Date		Qty		Cost
Audio Science BOB 1024 Audio Distribution		2008		1		$	250.00
Behringer Xenyx Mixer		2008		1		$	189.00
Broadcast Tools Audio Control Switcher - ACS 8.2 Plus		2008		1		$	1,250.00
ElectroVoice RE20 Microphones (grey)		2008		1		$	449.00
Google Radio Automation Computer System		2008		1		$	50,000.00
Barix Extremer 500 Audio Encoder/Decoder		2013		1		$	730.00
Barix Instreamer Internet Audio Encoder		2013		1		$	430.00
Barix Extremer 500 Audio Encoder/Decoder (Backup)		2013		1		$	730.00
Barix Instreamer Internet Audio Encoder (Backup)		2013		1		$	430.00
Dell Inspriron Tower Computer - Music Server Backup		2013		1		$	1,500.00
Dell Inspriron Tower Computer - Production Computer Backup		2013		1		$	1,500.00
Monitor LG 24"		2013		2		$	500.00
LaCie RAID Array Hard Drive (4 TB)		2013		2		$	1,000.00
Rode Boom Arms (x2)		2013		1		$	598.00
Easy-Driver ED88A Contact Closure Board		2013		1		$	150.00
Station Playlist Radio Automation Software		2013		1		$	799.00
B&W Studio Monitor Speakers		2017		1		$	2,500.00
Automation Backup Computer		2018		1		$	5,000.00
ElectroVoice RE20 Microphones (black)		2019		1		$	449.00
Monitor Acer 27"		2019		1		$	149.00
Startech Audio Rack Enclosure		2020		1		$	895.00
Zoom P8 Mixing Board		2021		1		$	549.00
Duracell Power Source Electric Generator		2022		1		$	735.00
Total Cost						$	70,782.00

MOYL Audio Assets		Date		Qty		Cost
Audio Files - MP3		2008-2024		100,000		$	100,000.00
Audio Files - WAV		2008-2024		80,000		$	80,000.00
Audio Files - M4A		2015-2024		2,500		$	3,750.00
Audio Files - AIFF		2010-2024		5,000		$	5,000.00
Audio Files - FLAC		2022-2024		5,000		$	5,000.00
LP Records - Music of Your Life/CBS / Others		2008-2024		350		$	14,000.00
Compact Discs - Music of Your Life/TGG / Others		2008-2024		1,500		$	37,500.00
Reel to Reel Tape - Music of Your Life Original		1978-2024		250		$	25,000.00
						$	265,750.00

Simply Whim

Simply Whim assets are not included in our balance sheet calculations as we own less than 51% of the company. This will change in the coming year as we acquire a controlling interest in the company. As of year-end, May 31, 2025, the Simply Whim assets include:

Simply Whim Equipment Assets		Date		Qty		Cost
Filler Machine		2022				$	214.00
Office Furniture		2022				$	2,500.00
						$	2,714.00

Simply Whim Inventory Assets		Date		Qty		Cost
BOOST Hydrolyzed Collagen Peptide Powder		2025		0		$	0
Age-Defying Moisturizer		2025		12		$	216.00
Illuminating Eye Treatment		2025		8		$	136.00
Moisture Shield SPF 30 Sunscreen		2025		0		$	0.00
Multi-Action Exfoliating Scrub		2025		12		$	172.50
Polishing Cleanser		2025		21		$	231.00
Youth Boosting Serum		2025		5		$	105.00
Packaging		2025		200		$	236.00
Cartons		2025		300		$	246.00
						$	3,642.40

Assets - Intellectual Property

Trademarks

Trademarks are an integral part of our success and valuation. We have multiple trademarks registered with the United States Patent and Trademark Office ("USPTO"), with additional applications filed and awaiting registration. We have secured exclusive license agreements with the right of first refusal to acquire additional trademarks.

Simply Whim™

The Whim and related trademarks are owned by Simply Whim, Inc. Our 25% acquisition of Simply Whim included an exclusive license to use the trademarks in commerce, with a right of first refusal to acquire.

First Use	Class	Ser. No.	Reg. No.	Mark	Cost	Goods and Services
2019	5	88213607	6521198	Whim	250	Powdered nutritional supplement drink mix containing amino acids.
2019	32	88213607	6521198	Whim	(2)	Concentrates and powders used in the preparation of energy drinks and fruit-flavored beverages.
2019	5	88380471	6471490	Whim	250	Nutritional supplement energy bars; Dietary supplements with a cosmetic effect.
2019	5	88380471	6471490	Whim	(2)	Nutritional supplements in lotion form sold as a component of nutritional skin care product.
2019	44	88380471	6471490	Whim	(2)	Hygienic and beauty care; Medspa services for health and beauty of the body and spirit.
2019	32	88380471	6471490	Whim	(2)	Beauty beverages, namely, fruit juices and energy drinks containing nutritional supplements.
2019	3	90228584		Simply Whim	250	Cosmetic body scrubs for the face; non-medicated skin care preparations, namely, creams, lotions, gels, serums and cleaners.
2019	44	90228584		Simply Whim	(2)	Providing a website featuring information about health, wellness and nutrition; Providing information about dietary supplements and nutrition.
2021	3	90490805	6668530	Age is Not a Skin Type	250	Non-medicated skin care preparations.
2023	35	97061033		Age is Not a Skin Type	250	Advertising and marketing services provided by means of indirect methods of marketing communications, namely, social media, blogging.
2023	41	97061033		Age is Not a Skin Type	(2)	Providing a website featuring blogs and non-downloadable publications in the nature of articles in the field(s) of skin care.
2023	44	97061033		Age is Not a Skin Type	(2)	Providing information about health, wellness and nutrition via a website.
2019	3	97061059		Inner Health & Outer Beauty	250	Cosmetics and personal care items, namely, facial cleanser, facial moisturizer, SPF facial moisturizer, facial toner.
2023	41	97065427	7069730	Beauty Buzz	250	Nutritional supplements; Nutritional supplements in the form of gummies.
2023	41	97065427	7069730	Beauty Buzz	(2)	On-line journals, namely, blogs featuring skin care, nutrition, health and beauty products.
2023	5	97618021		Whim		Nutritional supplements in the form of gummies; Vitamins.
2023	5	97822144		VitaWhims	250	Vitamins; Vitamin and mineral supplements; Vitamin drops; Vitamin supplement patches; Vitamin supplements; Vitamin tablets.
2023	5	97822144		VitaWhims	(2)	Dietary supplemental drinks in the nature of vitamin and mineral beverages; Effervescent vitamin tablets; Gummy vitamins; Liquid supplements.
2019	44	97933816	6471490	Whim	250	Providing a website featuring information about health, wellness and nutrition.

Music of Your Life

The Music of Your Life trademarks include the second audio trademark in history to be registered by the United States Patent and Trademark Office

First Use	Class	Ser. No.	Reg. No.	Mark	Cost	Goods and Services
1978	41	73483592	1367083	Music of Your Life	(1)	Entertainment services rendered by an orchestra.
1984	9	87612873	5593361	Music of Your Life	(1)	Audio and video recordings featuring music and artistic performances.
1984	9	87612873	5593361	Music of Your Life	(1)	Phonograph records featuring music.
2008	38	87612873	5593361	Music of Your Life	(1)	Audio and video broadcasting services over the Internet.
2008	41	87612873	5593361	Music of Your Life	(1)	Entertainment services, namely, providing radio programs in the field of music via a global computer network.
2008	41	87612873	5593361	Music of Your Life	(1)	Production and distribution of radio programs.
2020	38	87327075	5398283	Celebrity Radio	250	Broadcasting programs via a global computer network.
2020	38	87327075	5398283	Celebrity Radio	(2)	Internet radio broadcasting services. Radio and television broadcasting services.
2021	41	88081729	6974703	Collusion	250	Entertainment, namely, a continuing news show broadcast over radio, television, and the Internet.
2023	41	97680440		Street Talk	250	Production of television programs; Radio entertainment production; Radio program syndication.
2023	41	97680440		Street Talk	(2)	Entertainment services, namely, providing video podcasts in the field of business, news and commentary.

Results of Operations

Following is management's discussion of the relevant items affecting results of operations for the years ended May 31, 2025, and 2024.

Revenues. The Company generated no revenues for Broadcasting during the years ended May 31, 2025 and 2024. Broadcast radio revenues are primarily generated by pay per call spot sales from various advertisers represented by the advertising agency, MSH Marketing. However, MSH went out of business in 2023, and we are currently reviewing new opportunities for a spot sales agency. Through barter arrangements with our terrestrial radio station affiliates, Music of Your Life owns three minutes per hour to sell goods and services on these stations. Revenue for Health and Beauty will be included in future operations.

Cost of Sales. Our cost of sales for Broadcasting was $-0- for the years ended May 31, 2025 and 2024. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto. Our Cost of Sales for Health and Beauty will be included in future operations.

Salaries and Consulting Expenses. All salaries remain unpaid and accruing for the year ending May 31, 2025. Salaries and consulting expenses for the year ended May 31, 2025 were $120,000 as compared to $407,905 for the year ended May 31, 2024. The increase during the year ended May 31, 2024 was mostly the result of additional expenses of $128,205 related to investor relations. The company also issued 185,000,000 shares valued at $39,700 for consulting services rendered to the Company. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our health and beauty business.

Professional Fees. Professional fees for the year ended May 31, 2025 were $30,393 as compared to $101,970 for the year ended May 31, 2024. Professional fees consist mainly of the fees related to the audits and reviews of the Company's financial statements as well as the filings with the Securities and Exchange Commission. We anticipate that professional fees will increase in future periods as we scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $12,519 for the year ended May 31, 2025 as compared to $39,598 for the year ended May 31, 2024. We anticipate that Other SG&A expenses will increase commensurate with an increase in our operations.

Other Income (Expense). The Company had net other expense of $796,580 for the year ended May 31, 2025 which consisted of interest expense of $376,869 and expense from derivative liability of $419,711. The Company had net other income of $384,017 for the year ended May 31, 2024 which consisted of interest expense of $521,923 and income from derivative liability of $905,940.

Liquidity and Capital Resources

As of May 31, 2025, our primary source of liquidity consisted of $1,071 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, 2025 of $15,822,978 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, 2025 of $959,492. 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 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.

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.