10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2021
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______

Commission File Number: 000-54163

The Marquie Group, Inc.

(Exact name of registrant as specified in its Charter)

Florida	26-2091212
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employee Identification No.)
7901 4th ST N, Suite 4000 St. Petersburg, FL 33702	33702
(Address of principal executive office)	(Zip Code)

(800) 351-3021

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of December 14, 2022, there were 10,278,095,326 shares of $0.0001 par value common stock, issued and outstanding.

2

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2021, filed with the Securities and Exchange Commission on January 24, 2022 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

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Item 6. Exhibits.

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

SIGNATURES

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

	The Marquie Group, Inc.
Date: February 3, 2022	By:	/s/  Marc Angell
		Marc Angell
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

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Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2021	Dec. 14, 2021
Document And Entity Information
Entity Registrant Name	Marquie Group, Inc.
Entity Central Index Key	0001434601
Document Type	10-Q/A
Document Period End Date	Nov. 30, 2021
Amendment Flag	true
Current Fiscal Year End Date	--05-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Is Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,278,095,326
Amendment Description	Amendment to Form 10-Q
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity File Number	000-54163
Data Current	Yes
State country Code	NV

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Consolidated Balance Sheets - USD ($)	Nov. 30, 2021	May 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 0	$ 0
Total Current Assets	0	0
OTHER ASSETS
Music inventory	2,945	4,309
Trademark costs	10,365	10,365
Total Other Assets	13,310	14,674
TOTAL ASSETS	13,310	14,674
CURRENT LIABILITIES
Bank overdraft	743	1,140
Accounts payable	33,447	25,094
Accrued interest payable on notes payable	475,796	427,023
Accrued consulting fees	887,967	832,967
Notes payable	1,325,770	1,366,430
Notes payable to related parties	127,551	121,323
Derivative liability	3,516,845	2,006,815
Total Current Liabilities	6,368,119	4,780,792
TOTAL LIABILITIES	6,368,119	4,780,792
STOCKHOLDERS' DEFICIT
Preferred Stock	0	0
Common stock	1,027,811	467,855
Common stock payable	8,460	8,460
Additional paid-in-capital	7,500,836	6,519,804
Accumulated deficit	(14,891,916)	(11,762,237)
Total Stockholders' Deficit	(6,354,809)	(4,766,118)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 13,310	$ 14,674

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Nov. 30, 2021	May 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000,000	10,000,000,000
Common stock, shares issued	10,278,095,326	4,678,552,506
Common stock, shares outstanding	10,278,095,326	4,678,552,506
Common stock payable, shares	(1)	(1)
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	200	200
Preferred stock, shares outstanding	200	200
Notes payable to related parties	$ 223,455	$ 85,233
Music Inventory, net of accumulated depreciation	$ 18,703	$ 17,339

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Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Nov. 30, 2021	Nov. 30, 2020
Income Statement [Abstract]
NET REVENUES	$ 0	$ 0	$ 0	$ 60
OPERATING EXPENSES
Salaries and Consulting fees	30,000	75,000	60,000	151,000
Professional fees	40,885	25,509	40,885	44,748
Other selling, general and administrative	4,905	16,025	9,066	24,014
Total Operating Expenses	75,790	116,524	109,951	219,702
LOSS FROM OPERATIONS	(75,790)	(116,534)	(109,951)	(219,702)
OTHER INCOME (EXPENSES)
Expense from derivative liability	0		(1,271,434)	(1,934,806)
Interest expense (including amortization of debt discounts of $-0-, $107,760, $100,374 and $122,505, respectively)	(51,541)	(150,325)	(294,802)	(307,107)
Loss on conversion of notes payable and accrued interest	0	(9,956)	(1,453,492)	(545,519)
Total Other Income (Expenses)	(51,541)	(513,082)	(3,019,728)	(2,787,432)
LOSS BEFORE INCOME TAXES	(127,331)	(629,616)	(3,129,679)	(3,007,134)
INCOME TAX EXPENSE	0	$ 0	0	0
NET LOSS	$ (127,331)		$ (3,129,679)	$ (3,007,134)
BASIC AND DILUTED:
Net loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average shares outstanding	8,533,030,347	1,468,733,286	7,363,531,368	2,112,549,509

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Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended	6 Months Ended
	Aug. 31, 2021	Nov. 30, 2021	Nov. 30, 2020
Income Statement [Abstract]
Amortization of debt discounts	$ 0	$ 100,374	$ 122,505

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Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Common Stock Payable	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at May. 31, 2020	200	373,710,385
Beginning balance, value at May. 31, 2020		$ 37,371	$ 8,460	$ 4,670,196	$ (8,893,053)	$ (4,177,026)
Common stock issued for conversion of debt, shares		2,476,735,213
Common stock issued for conversion of debt, value		$ 247,673		$ 451,854		$ 699,527
Common stock issued for services, shares
Common stock issued for services, value
Common stock issued for cash, shares
Common stock issued for cash, value
Rounded up shares issued in connection with reverse stock split, shares
Net loss/income					$ (2,377,518)	$ (2,377,518)
Ending balance, shares at Aug. 31, 2020	200	2,850,445,598
Ending balance, value at Aug. 31, 2020		$ 285,044	$ 8,460	$ 5,122,050	$ (11,270,571)	$ (5,855,017)
Common stock issued for conversion of debt, shares		142,237,000
Common stock issued for conversion of debt, value		$ 14,224				$ 14,224
Common stock issued for services, shares
Common stock issued for services, value
Common stock issued for cash, shares
Common stock issued for cash, value
Rounded up shares issued in connection with reverse stock split, shares
Net loss/income					$ (629,616)	$ (629,616)
Ending balance, shares at Nov. 30, 2020	200	2,992,682,598
Ending balance, value at Nov. 30, 2020		$ 299,268	$ 8,460	$ 5,122,050	$ (11,900,187)	$ (6,470,409)
Beginning balance, shares at May. 31, 2021	200	4,678,552,506
Beginning balance, value at May. 31, 2021		$ 467,855	$ 8,460	$ 6,519,804	$ (11,762,237)	$ (4,766,118)
Common stock issued for conversion of debt, shares		2,948,115,857
Common stock issued for conversion of debt, value		$ 294,813		$ 1,208,287		$ 1,503,100
Common stock issued for services, shares
Common stock issued for services, value
Common stock issued for cash, shares
Common stock issued for cash, value
Rounded up shares issued in connection with reverse stock split, shares
Net loss/income					$ (3,002,348)	$ (3,002,348)
Ending balance, shares at Aug. 31, 2021	200	7,626,668,363
Ending balance, value at Aug. 31, 2021		$ 762,668	$ 8,460	$ 7,728,091	$ (14,764,585)	$ (6,265,366)
Common stock issued for conversion of debt, shares		2,651,426,963
Common stock issued for conversion of debt, value		$ 265,144		$ (227,255)		$ 37,889
Common stock issued for services, shares
Common stock issued for services, value
Common stock issued for cash, shares
Common stock issued for cash, value
Rounded up shares issued in connection with reverse stock split, shares
Net loss/income					$ (127,331)	$ (127,331)
Ending balance, shares at Nov. 30, 2021	200	10,278,095,326
Ending balance, value at Nov. 30, 2021		$ 1,027,811	$ 8,460	$ 7,500,836	$ (14,891,916)	$ (6,354,809)

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Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Nov. 30, 2021	Nov. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,129,679)	$ (3,007,134)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation of music inventory	1,364	1,734
Expense (Income) from derivative liability	1,271,434	1,934,806
Amortization of debt discounts	100,374	122,505
Loss on conversion of notes payable and accrued interest	1,453,492	545,519
Default interest added to notes payable and accrued interest	102,400	0
Changes in operating assets and liabilities:
Accounts payable	8,353	26,054
Accrued interest payable on notes payable	86,931	72,965
Accrued consulting fees	55,000	130,947
Net Cash Used by Operating Activities	(50,331)	(172,604)
CASH FLOWS FROM INVESTING ACTIVITIES:
Music Inventory	0	(24)
Net Cash Used by Investing Activities	0	(24)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft	(397)	0
Proceeds from notes payable	45,000	589,820
Repayments on notes payable	(500)	(424,721)
Repayments of notes payable to related parties	(25,272)	0
Net proceeds from notes payable to related parties	31,500	2,800
Net Cash Provided by Financing Activities	50,331	167,899
NET DECREASE IN CASH AND CASH EQUIVALENTS	0	(4,742)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	4,742
CASH AND CASH EQUIVALENTS, END OF PERIOD	0
SUPPLEMENTAL CASH FLOW INFORMATION
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts	0	385,000
Conversion of debt and accrued interest into common stock	$ 87,496	$ 168,231

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

6 Months Ended

Nov. 30, 2021

Accounting Policies [Abstract]

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Basis of Presentation

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and six months ended November 30, 2021 are not necessarily indicative of results that may be expected for the year ending May 31, 2022. 

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.

Reverse Stock Splits

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

Acquisition of The Marquie Group, Inc.

On August 16, 2018 (see Note 8), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100,000 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102,277 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The 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 193,000,000 shares of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property to third parties.

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NOTE 2 - LOANS RECEIVABLE - RELATED PARTY

6 Months Ended

Nov. 30, 2021

Receivables [Abstract]

NOTE 2 - LOANS RECEIVABLE - RELATED PARTY

NOTE 2 - LOANS RECEIVABLE – RELATED PARTY

During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans were non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015. Effective May 31, 2020, the Company agreed to waive collection of $15,950 of the remaining loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of $15,950 accrued consulting fees balance due him at May 31, 2020 (see Note 11). As of November 30, 2021, the balance due on this loan was $-0-.

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NOTE 3 - MUSIC INVENTORY

6 Months Ended

Nov. 30, 2021

Inventory Disclosure [Abstract]

NOTE 3 - MUSIC INVENTORY

NOTE 3 - MUSIC INVENTORY

Music inventory consisted of the following:

	November 30, 2021			May 31, 2021
Digital music acquired for use in operations – at cost	$	21,648		$	21,648
Accumulated depreciation		(18,703	)		(17,339	)
Music inventory – net	$	2,945		$	4,309

The Company purchases digital music to broadcast over the radio and internet. During the six months ended November 30, 2021, the Company purchased $-0- worth of music inventory. For the six months ended November 30, 2021 and 2020, depreciation of music inventory was $1,364 and $1,734, respectively.

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NOTE 4 - ACCRUED CONSULTING FEES

6 Months Ended

Nov. 30, 2021

Debt Disclosure [Abstract]

NOTE 4 - ACCRUED CONSULTING FEES

NOTE 4 – ACCRUED CONSULTING FEES

Accrued consulting fees consisted of the following:

	November 30, 2021		May 31, 2021
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000	$	193,817	$	138,817
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)		318,100		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		52,000		52,000
Total	$	887,967	$	832,967

The accrued consulting fees balance changed as follows:

	Six Months Ended November 30, 2021			Year Ended May 31, 2021
Balance, beginning of period	$	832,967		$	614,600
Compensation expense accrued pursuant to consulting agreements		60,000			300,000
Payments to consultants		(5,000	)		(81,633	)
Balance, end of period	$	887,967		$	832,967

See Note 9 (Commitments and Contingencies).

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NOTE 5 - NOTES PAYABLE

6 Months Ended

Nov. 30, 2021

Related Party Transactions [Abstract]

NOTE 5 - NOTES PAYABLE

NOTE 5 - NOTES PAYABLE

Notes payable consisted of the following:

	November 30, 2021			May 31, 2021
Notes payable to an entity, non-interest bearing, due on demand, unsecured	$	7,500		$	7,500
Note payable to an individual, due on May 22, 2015, in default (B)		25,000			25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000			50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000			7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000			50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000			50,000
Note payable to an individual, due on December 20, 2015, in default, 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			8,600
Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default, 15% default interest rate from January 11, 2019 (AA)		23,167			23,167
Convertible note payable to an entity, interest at 10%, due on demand (CC)		50,000			50,000
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)		35,000			35,000
Convertible note payable to an entity, interest at 10%, due on April 4, 2019 (EE)		—			37,500
Convertible note payable to an entity, interest at 10%, due on September 18, 2019 (FF)		—			22,500
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 10%, due on September 19, 2019, in default (HH)		175,720			200,000
Convertible note payable to an entity, interest at 10%, due on November 13, 2019, in default (JJ)		12,316			56,055
Convertible note payable to an entity, interest at 10%, due on November 15, 2019 (KK)		—			20,000
Convertible note payable to an entity, interest at 10%, due on November 30, 2019 (LL)		—			5,000
Convertible note payable to an entity, interest at 10%, due on December 6, 2019 (MM)		—			3,000
Convertible note payable to an entity, interest at 10%, due on December 11, 2019 (NN)		—			10,000
Convertible note payable to an entity, interest at 12%, due on March 10, 2020, in default, 24% default interest rate from March 10, 2020 (OO)		58,750			58,750
Convertible note payable to an entity, interest at 10%, due on September 12, 2020 (PP)		—			12,500
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $42,384 and $85,233, respectively (SS)		127,616			84,767
Note payable to an entity, interest at 12%, due on December 30, 2021 (TT)		50,000			50,000
Note payable to an entity, interest at 12%, due on April 15, 2022 (UU)		47,612			55,000
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, net of discount of $181,071 and $-0-, respectively (VV)		33,618			55,000
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, respectively (WW)		14,000			—
Convertible note payable to an entity, interest at 12%, due on September 3, 2022, respectively (XX)		31,000			—
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		1,325,770			1,366,430
Less: Current Portion		(1,325,770	)		(1,366,430	)
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 7 (Derivative Liability).

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

(V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share.

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

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

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

(AA) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.

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

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

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

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

(HH) On December 19, 2018, the Company issued a $200,000 Convertible Promissory Note to a lender for net loan proceeds of $169,000. The note bears interest at a rate of 10% per annum, was due on September 19, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (i) the lowest Trading Price during the 25 Trading Day period prior to December 19, 2018 or (ii) 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).

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

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

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

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

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

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

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

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

(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 7 (Derivative Liability).

(TT) On December 30, 2020, the Company issued a $50,000 Promissory Note. The note bears interest at a rate of 12% per annum and is due on December 30, 2021.

(UU) On April 15, 2021, the Company issued a $55,000 Convertible Promissory Note to a lender for net loan proceeds of $45,000. The note bears interest at a rate of 12% per annum, is due on April 15, 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) $0.0009, or (2) the par value of the Common Stock.

(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 7 (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.

(XX) On September 3, 2021, the Company issued a $31,000 Convertible Promissory Note to a lender for net loan proceeds of $24,400. The note bears interest at a rate of 12% per annum, is due on September 3, 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) $0.0003, or (2) the par value of the Common Stock.

Concentration of Notes Payable:

The principal balance of the notes payable was due to:

	November 30, 2021			May 31, 2021
Lender A	$	23,167		$	23,167
Lender B		284,470			284,470
Lender C		225,000			225,000
Lender D		214,689			110,500
14 other lenders		801,899			808,526
Total		1,549,225			1,451,663
Less debt discounts		(223,455	)		(85,233	)
Net	$	1,325,770		$	1,366,430

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NOTE 6 - NOTES PAYABLE - RELATED PARTIES

6 Months Ended

Nov. 30, 2021

Notes to Financial Statements

NOTE 6 - NOTES PAYABLE - RELATED PARTIES

NOTE 6 - NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:

	November 30, 2021			May 31, 2021
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		6,228			—
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, convertible at the option of the lender into shares of Company common stock equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.  See Note 7 (Derivative Liability)		50,000			50,000
Total Notes Payable		127,551			121,323
Less: Current Portion		(127,551	)		(121,323	)
Long-Term Notes Payable	$	—		$	—

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NOTE 7 - DERIVATIVE LIABILITY

6 Months Ended

Nov. 30, 2021

Notes to Financial Statements

NOTE 7 - DERIVATIVE LIABILITY

NOTE 7 - DERIVATIVE LIABILITY

The derivative liability at November 30, 2021 and May 31, 2020 consisted of:

	November 30, 2021				May 31, 2021
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	80,000	$	40,000	$	48,000
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		72,500		29,000		58,000
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		53,750		21,500		43,000
Convertible note payable issued January 11, 2018, due on January 11, 2019 (AA)		23,167		46,334		23,167		27,800
Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		55,555		50,000		50,000
Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		55,555		50,000		50,000
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		70,000		35,000		42,000
Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE)		—		—		37,500		45,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF)		—		—		22,500		27,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		8,505		17,011		8,506		10,208
Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH)		175,720		351,440		200,000		223,384
Convertible note payable issued February 4, 2019, due on August 4, 2019 (II)		—		—		170,000		151,009
Convertible note payable issued February 13, 2019, due on November 13, 2019 (JJ)		33,730		67,462		75,000		80,314
Convertible note payable issued November 15, 2018, due on November 15, 2019 (KK)		—		—		20,000		24,000
Convertible note payable issued November 30, 2018, due on November 30, 2019 (LL)		—		—		5,000		6,000
Convertible note payable issued December 6, 2018, due on December 6, 2019 (MM)		—		—		3,000		3,600
Convertible note payable issued December 11, 2018, due on December 11, 2019 (NN)		—		—		10,000		12,000
Convertible note payable issued June 10, 2019, due on March 10, 2020 (OO)		58,750		117,500		58,750		70,500
Convertible note payable issued September 5, 2019, due on September 5, 2020 (PP)		—		—		12,500		15,000
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)		127,616		382,848		170,000		1,020,000
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)		214,689		2,146,890		170,000		1,020,000
Totals	$	867,677	$	3,516,845	$	1,041,423	$	2,006,815

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, 2021 include (1) stock price of $0.0004 per share, (2) exercise prices ranging from $0.00004 to $0.00018 per share, (3) terms ranging from 0 days to 277 days, (4) expected volatility of 404% and (5) risk free interest rates ranging from 0.03% to 0.07%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2021 include (1) stock price of $0.0006 per share, (2) exercise prices ranging from $0.0001 to $0.0005 per share, (3) terms ranging from 0 days to 183 days, (4) expected volatility of 996% and (5) risk free interest rates ranging from 0.01% to 0.03%.

Concentration of Derivative Liability:

The derivative liability relates to convertible notes payable due to:

	November 30, 2021		May 31, 2021
Lender A	$	46,334	$	27,801
Lender B		468,939		293,884
Lender C		382,848		1,171,009
Lender D		2,146,890		82,600
7 other lenders		471,834		431,521
Total	$	3,516,845	$	2,006,815

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NOTE 8 - EQUITY TRANSACTIONS

6 Months Ended

Nov. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

NOTE 8 - EQUITY TRANSACTIONS

NOTE 8 - EQUITY TRANSACTIONS

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

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

On 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 100,000 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 100,000 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (50,000 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2019 and February 29, 2020) (25,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2019 and February 29, 2020) (25,000 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 100,000 shares of common stock) were recorded at $-0-, the historical cost of the property to TMG.

On August 28, 2019, the Securities and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection with the Company’s offering of up to 1,333,333,333 shares of common stock at a price of $0.0075 per share or a total offering of $10,000,000. The end date of the offering is August 28, 2020. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $0.0075 per share to $0.0035 per share. 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 160,000,000 shares of our common stock to GNE’s stockholders. Following the merger, the Company had 161,061,647 shares of common stock issued and outstanding. GNE was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000,000 shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and the issuance of the 160,000,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE. During the three months ended February 29, 2020, the Company issued an additional 33,000,000 shares of common stock as part of the merger.

During the year ended May 31, 2021, the Company issued an aggregate of 4,304,842,121 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $835,050. We incurred a loss on the conversion of notes payable and accrued interest of $1,445,042, which represents the excess of the $2,280,092 fair value of the 4,304,842,121 shares at the dates of conversion over the $835,050 amount of debt satisfied.

During the six months ended November 30, 2021, the Company issued an aggregate of 5,559,542,820 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $49,608. We incurred a loss on the conversion of notes payable and accrued interest of $1,453,492, which represents the excess of the $1,503,100 fair value of the 5,559,542,820 shares at the dates of conversion over the $49,608 amount of debt satisfied.

At November 30, 2021, there are no stock options or warrants outstanding.

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NOTE 9 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Nov. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 9 - COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Consulting Agreements with Individuals

The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 4 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provides for monthly compensation of $10,000. 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 accrued at August 31, 2020 and May 31, 2020.

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

Consulting Agreement with New Jersey Entity

On December 5, 2019 and January 13, 2020, the Company paid $50,000 and $50,000, respectively to a consulting firm entity (the “Consultant”) pursuant to Consulting Agreements dated December 4, 2019 and January 11, 2020. The Consulting Agreements provide for the Consultant to perform certain strategic planning, business development, and investor relations services for the Company for total compensation of $100,000 cash (which was expensed and included in “Other Selling, General and Administrative Expenses” in the Consolidated Statement of Operations for the three months ended February 29, 2020. The terms of the Consulting Agreements are for 90 days each.

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NOTE 10 - GOING CONCERN

6 Months Ended

Nov. 30, 2021

Subsequent Events [Abstract]

NOTE 10 - GOING CONCERN

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At November 30, 2021, the Company had negative working capital of $6,368,119 and an accumulated deficit of $14,891,916. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2022 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.

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies)

6 Months Ended

Nov. 30, 2021

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, 2021 are not necessarily indicative of results that may be expected for the year ending May 31, 2022. 

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.

Reverse Stock Splits

Reverse Stock Splits

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

Aquisition 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 100,000 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102,277 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The 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.

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 193,000,000 shares of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property to third parties.

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NOTE 3 - MUSIC INVENTORY (Tables)

6 Months Ended

Nov. 30, 2021

Inventory Disclosure [Abstract]

Music inventory

	November 30, 2021			May 31, 2021
Digital music acquired for use in operations – at cost	$	21,648		$	21,648
Accumulated depreciation		(18,703	)		(17,339	)
Music inventory – net	$	2,945		$	4,309

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NOTE 4 - ACCRUED CONSULTING FEES (Tables)

6 Months Ended

Nov. 30, 2021

Debt Disclosure [Abstract]

Accrued Consulting Fees

	November 30, 2021		May 31, 2021
Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000	$	193,817	$	138,817
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)		318,100		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		52,000		52,000
Total	$	887,967	$	832,967

	Six Months Ended November 30, 2021			Year Ended May 31, 2021
Balance, beginning of period	$	832,967		$	614,600
Compensation expense accrued pursuant to consulting agreements		60,000			300,000
Payments to consultants		(5,000	)		(81,633	)
Balance, end of period	$	887,967		$	832,967

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NOTE 5 - NOTES PAYABLE (Tables)

6 Months Ended

Nov. 30, 2021

Related Party Transactions [Abstract]

Notes payable

	November 30, 2021		May 31, 2021
Notes payable to an entity, non-interest bearing, due on demand, unsecured	$	7,500	$	7,500
Note payable to an individual, due on May 22, 2015, in default (B)		25,000		25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000		50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000		7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000		50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000		50,000

Note payable to an individual, due on December 20, 2015, in default, 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	8,600
Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default, 15% default interest rate from January 11, 2019 (AA)	23,167	23,167
Convertible note payable to an entity, interest at 10%, due on demand (CC)	50,000	50,000
Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)	35,000	35,000
Convertible note payable to an entity, interest at 10%, due on April 4, 2019 (EE)	—	37,500
Convertible note payable to an entity, interest at 10%, due on September 18, 2019 (FF)	—	22,500
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 10%, due on September 19, 2019, in default (HH)	175,720	200,000

Convertible note payable to an entity, interest at 10%, due on November 13, 2019, in default (JJ)		12,316			56,055
Convertible note payable to an entity, interest at 10%, due on November 15, 2019 (KK)		—			20,000
Convertible note payable to an entity, interest at 10%, due on November 30, 2019 (LL)		—			5,000
Convertible note payable to an entity, interest at 10%, due on December 6, 2019 (MM)		—			3,000
Convertible note payable to an entity, interest at 10%, due on December 11, 2019 (NN)		—			10,000
Convertible note payable to an entity, interest at 12%, due on March 10, 2020, in default, 24% default interest rate from March 10, 2020 (OO)		58,750			58,750
Convertible note payable to an entity, interest at 10%, due on September 12, 2020 (PP)		—			12,500
Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default, net of discount of $42,384 and $85,233, respectively (SS)		127,616			84,767
Note payable to an entity, interest at 12%, due on December 30, 2021 (TT)		50,000			50,000
Note payable to an entity, interest at 12%, due on April 15, 2022 (UU)		47,612			55,000
Convertible note payable to an entity, interest at 10%, due on June 4, 2022, net of discount of $181,071 and $-0-, respectively (VV)		33,618			55,000
Convertible note payable to an entity, interest at 8%, due on August 27, 2022, respectively (WW)		14,000			—
Convertible note payable to an entity, interest at 12%, due on September 3, 2022, respectively (XX)		31,000			—
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		1,325,770			1,366,430
Less: Current Portion		(1,325,770	)		(1,366,430	)
Long-Term Notes Payable	$	—		$	—

	November 30, 2021			May 31, 2021
Lender A	$	23,167		$	23,167
Lender B		284,470			284,470
Lender C		225,000			225,000
Lender D		214,689			110,500
14 other lenders		801,899			808,526
Total		1,549,225			1,451,663
Less debt discounts		(223,455	)		(85,233	)
Net	$	1,325,770		$	1,366,430

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NOTE 6 - NOTES PAYABLE - RELATED PARTIES (Tables)

6 Months Ended

Nov. 30, 2021

Notes to Financial Statements

Notes Payable - Related Parties

	November 30, 2021			May 31, 2021
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		6,228			—
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, convertible at the option of the lender into shares of Company common stock equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.  See Note 7 (Derivative Liability)		50,000			50,000
Total Notes Payable		127,551			121,323
Less: Current Portion		(127,551	)		(121,323	)
Long-Term Notes Payable	$	—		$	—

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NOTE 7 - DERIVATIVE LIABILITY (Tables)

6 Months Ended

Nov. 30, 2021

Notes to Financial Statements

NOTE 9 - DERIVATIVE LIABILITY

	November 30, 2021				May 31, 2021
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	80,000	$	40,000	$	48,000
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		72,500		29,000		58,000
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		53,750		21,500		43,000
Convertible note payable issued January 11, 2018, due on January 11, 2019 (AA)		23,167		46,334		23,167		27,800
Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		55,555		50,000		50,000
Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		55,555		50,000		50,000
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		70,000		35,000		42,000
Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE)		—		—		37,500		45,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF)		—		—		22,500		27,000
Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG)		8,505		17,011		8,506		10,208
Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH)		175,720		351,440		200,000		223,384
Convertible note payable issued February 4, 2019, due on August 4, 2019 (II)		—		—		170,000		151,009
Convertible note payable issued February 13, 2019, due on November 13, 2019 (JJ)		33,730		67,462		75,000		80,314
Convertible note payable issued November 15, 2018, due on November 15, 2019 (KK)		—		—		20,000		24,000
Convertible note payable issued November 30, 2018, due on November 30, 2019 (LL)		—		—		5,000		6,000
Convertible note payable issued December 6, 2018, due on December 6, 2019 (MM)		—		—		3,000		3,600
Convertible note payable issued December 11, 2018, due on December 11, 2019 (NN)		—		—		10,000		12,000
Convertible note payable issued June 10, 2019, due on March 10, 2020 (OO)		58,750		117,500		58,750		70,500
Convertible note payable issued September 5, 2019, due on September 5, 2020 (PP)		—		—		12,500		15,000
Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS)		127,616		382,848		170,000		1,020,000
Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)		214,689		2,146,890		170,000		1,020,000
Totals	$	867,677	$	3,516,845	$	1,041,423	$	2,006,815

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NOTE 3 - MUSIC INVENTORY - Music inventory (Details) - USD ($)	Nov. 30, 2021	May 31, 2021
Inventory Disclosure [Abstract]
Digital music acquired for use in operations – at cost	$ 21,648	$ 21,648
Accumulated depreciation	(18,021)	(17,339)
Music inventory – net	$ 2,945	$ 4,309