UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-K



|☒                                                  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-------------------------------------------------- |  | ------------------------------------------------------------------------------------
|                                                   |  | For the year ended May 31, 2022                                                     
|☐                                                  |  | TRANSITION REPORT UNDER 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. Employer
    Identification No.)
|                                                                   |  |                                         
|7901 4th St. N, Ste. 4000
    St. Petersburgh, FL                  |  | 33702                                   
|(Address of principal executive offices)                           |  | (Zip Code)                              



(800) 351-3021

(Registrant’s telephone number, including area
code)



Securities registered pursuant to Section 12(b) of
the Act:



|None                |  | N/A                                      
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered



Securities registered pursuant to Section 12(b) of
the Act: None



Securities registered pursuant to Section 12(g) of
the Act None



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒



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




Table of Contents


Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate website, 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 checkmark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☒



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  ☐   |  | 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



Based on the closing price of our common stock as
listed on the OTC Bulletin Board, the aggregate market value of the common stock of The Marquie Group, Inc. held by non-affiliates as
of November 30, 2021 was $1,008,505.



As of July 26, 2022, there were 16,189,732 shares of common stock issued
and outstanding.





DOCUMENTS INCORPORATED BY REFERENCE:  None.







2


Table of Contents




|TABLE OF CONTENTS
|-----------------
|PART I           
|ITEM 1.          
|ITEM 1A.         
|ITEM 1B.         
|ITEM 2.          
|ITEM 3.          
|ITEM 4.          
|PART II          
|ITEM 5.          
|ITEM 6.          
|ITEM 7.          
|ITEM 7A.         
|ITEM 8.          
|ITEM 9.          
|ITEM 9A.         
|ITEM 9B.         
|PART III         
|ITEM 10.         
|ITEM 11.         
|ITEM 12.         
|ITEM 13.         
|ITEM 14.         
|PART IV          
|ITEM 15.         
|SIGNATURES       



3


Table of Contents






SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Please see
the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,” for a
description of special factors potentially affecting forward-looking statements included in this report.





































4


Table of Contents


PART I

ITEM 1. BUSINESS.



Company History



The Company was incorporated on
January 30, 2008, in the State of Florida, as Maximum Consulting, Inc. and shortly thereafter changed its name to ZhongSen International
Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese
tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business
activities in August 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan ZhongSen Group, Ltd. However,
due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013, the Company entered into an acquisition
agreement (the “Acquisition”) with Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result
of the Acquisition, MYL Nevada is a wholly owned subsidiary of the Company, and the Company operated as a syndicated radio network. The
Company changed its name to Music of Your Life, Inc. effective July 26, 2013.



With the dramatic increase in
music licensing fees and the decrease in traditional radio advertising formats, the Company found it difficult to achieve profitability
with its Music of Your Life syndication radio service. In response to this, the Company began to explore partnering with products to be
marketed through radio spots on the Company’s wide-reaching radio network. On August 16, 2018, the Company merged into The Marquie
Group, Inc. (see below), a development stage health and beauty company for the exclusive right to market and sell the products under development.



Acquisition of The Marquie Group, Inc.



On August 16, 2018 the Company
merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 100,000 shares of our common stock
to TMG’s stockholders. Following the merger, the Company had 102,277 shares of common stock issued and outstanding. On December
5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music
of Your Life, Inc.” to “The Marquie Group, Inc.” On February 22, 2018 our FINRA symbol changed from “MYLI”
to “TMGI.”



Operational Overview



The Marquie Group is a direct-to-consumer
sales and marketing company with an exclusive pipeline of innovative health and beauty products. The Company markets these products through
its wholly owned subsidiary Music of Your Life, a syndicated radio network heard nationwide on AM, FM and HD terrestrial radio stations,
and simulcast over the internet. This is made possible by 30 and 60 second commercials airing every hour which are targeted toward the
Music of Your Life listening audience. Broadcasting more than 40 years, Music of Your Life is the longest running music radio format in
syndication.



Our Business Strategy



With the dramatic increase in
music licensing fees and the decrease in traditional radio advertising formats, the Company found it difficult to achieve profitability
with its Music of Your Life syndication radio service. In response to this, the Company began to explore partnering with a product line
to be marketed through radio spots on the Company’s wide-reaching radio network. The merger with The Marquie Group provides access
to a developing health and beauty line of products called “Whim” to market and sell directly to the consumer through a series
of radio commercials and on the Company website at musicofyourlife.com. The Whim product line includes a regime of face care products
and other beauty products as they become available.



5


Table of Contents




Objectives



Our objective is to sell unique
and well-branded products to the Music of Your Life listening audience through a series of local and nationwide radio commercials. To
accomplish this objective, the Company will continue to explore relationships with product manufacturers for the rights to sell their
products directly, circumventing the traditional advertising agency approach.



Market Advantage



Music of Your Life can be heard
on AM, FM, and HD terrestrial radio stations across the United States and worldwide over the Internet. This well-established listener
base gives the company a strong market advantage over the typical Internet radio service. Using cutting edge, low-cost technology for
program delivery with the Barix system, the Company operates at lower overhead than its larger competitors.



Competition



Competition in the radio industry
is fierce, however, the traditional style of delivering syndicated programming is limited to just a handful of offerings. Most of these
competing services offer a wide range of programming with the potential to reach millions of listeners. However, these businesses rely
upon advertising agencies for their commercials without the flexibility to partner directly with the companies offering goods and services.
This can be a benefit to our competitors as these ad agencies usually produce profitable results. However, this is also a very expensive
method for producing revenue.



Employees



As of May 31, 2022, Marc Angell
(Director and Chief Executive Officer) is the only non-employee officers and/or directors of the Company. The Company has no official
employees. We currently have one part-time production person, an outside accountant, and an outside lawyer. Certain other executive
positions have been identified, and we intend to fill these positions. Additional other support staff and other personnel will be hired
when there is adequate capital available to do so.



We have undertaken preliminary
investigations concerning candidates for the above positions and do not currently anticipate difficulty in filling such positions with
qualified persons; however, we cannot assure you that we will in fact be able to hire qualified persons for such positions when needed.
Additional positions to be filled may be identified from time to time by the Company. We expect to be able to attract and retain such
additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue
to use consultants, contract labor, attorneys, and accountants as necessary.



The loss of our CEO Marc Angell
would likely have a material adverse effect on the Company. We intend to reduce this risk by obtaining key-man insurance if affordable
insurance coverage may be obtained. We cannot assure you that the Company will be able to obtain such insurance or that the Company will
be successful in recruiting needed personnel.



Available Information



The Marquie Group, Inc. is subject
to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and annual
reports, as well as other information with the Securities and Exchange Commission (“Commission”) under File No. 000-54163.
Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices
maintained by the Commission throughout the United States. Information about the operation of the Commission’s public reference
facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website at http://www.sec.gov
that contains reports and other information regarding the Company and other registrants that file electronic reports and information with
the Commission.



6


Table of Contents




ITEM 1A. RISK FACTORS.



Since we are a smaller reporting
company, we are not required to supply the information required by this Item 1A.



ITEM 1B. UNRESOLVED STAFF COMMENTS.



None.



ITEM 2. PROPERTIES.



The Marquie Group’s corporate
office is located at 7901 4th St. N., Ste. 4000, St. Petersburgh, FL 33702, telephone number, 800-351-3021. As the company
continues to grow, the facilities and employment-related expenses will likely increase significantly. We believe that our office facilities
are suitable and adequate for our operations as currently conducted and contemplated.



ITEM 3. LEGAL PROCEEDINGS.



The Company currently has no litigation
pending, threatened or contemplated, or unsatisfied judgments.



ITEM 4. MINE SAFETY DISCLOSURES



Not Applicable.



7


Table of Contents




PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Market Information



Our common stock is listed on
OTC Pink under the symbol “TMGI”. We had approximately 2,258 registered holders of our common stock as of May 31, 2022. Registered
holders do not include those stockholders whose stock has been issued in street name. The last reported price for our common stock on
August 25, 2022 was $0.0082 per share.



The following table reflects the
high and low closing sales prices per share (as adjusted for the April 21, 2022 1 share for 1,000 shares reverse stock split) of our common
stock during each calendar quarter as reported on the OTCQB, during the two fiscal years ended May 31:



|                    |  |               
|------------------- |  | --------------
|                    |  | Price Range(1)
|                    |  | High          
|Fiscal May 31, 2022 |  |               
|Fourth quarter      |  | $             
|Third quarter       |  | $             
|Second quarter      |  | $             
|First quarter       |  | $             
|                    |  |               
|Fiscal May 31, 2021 |  |               
|Fourth quarter      |  | $             
|Third quarter       |  | $             
|Second quarter      |  | $             
|First quarter       |  | $             
|                    |  |               

____________________

| | (1) | The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may
not necessarily represent actual transactions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Dividends and Distributions



We have not paid any cash dividends
on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect that that any future
earnings will be retained for use in developing and/or expanding our business.



Sales of Unregistered Securities



Effective April 21, 2022, the
Company effectuated a 1 for 1,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 1,000
shares of Common Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares
would be rounded up to the nearest whole share. Following the Reverse Split, the Company had 16,189,732 common shares issued and outstanding.







8


Table of Contents








On August 16, 2018 (the “Closing
Date”), Music of Your Life, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”)
by and among the Company, and The Marquie Group, Inc., a Utah corporation ("TMG"), pursuant to which the Company merged with
TMG. The Company was 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 (as adjusted for the September 4, 2019 1 share for
400 shares stock split) of the Company were issued to the TMG shareholders. A majority of these shares, 50,000 shares of common stock
of the Company were issued to Marc and Jacquie Angell, affiliates of the Company. This is considered a related party transaction. The
TMG merger will provide the Company with access to certain registered trademarks and intellectual property with respect to health, beauty
and social networking products.



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



Penny Stock Rules



The SEC has also adopted rules
that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).



Our shares constitute penny stocks
under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks
makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to
liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in MYL will be
subject to the penny stock rules.



The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure
document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both
public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and
of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities
Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance
of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and
is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting
any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its
salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock
held in the customer’s account.



In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary
market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those
securities.

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ITEM 6. SELECTED FINANCIAL DATA.



Not required.



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statements



This report contains forward-looking
statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions
to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results
are likely to differ materially from those anticipated in these forward-looking statements for many reasons.



Overview



The Marquie Group is a direct-to-consumer
sales and marketing company with an exclusive pipeline of innovative health and beauty products. The Company markets these products through
its wholly owned subsidiary Music of Your Life, a syndicated radio network heard nationwide on AM, FM and HD terrestrial radio stations,
and simulcast over the internet. This is made possible by 30 and 60 second commercials airing every hour which are targeted toward the
Music of Your Life listening audience. Broadcasting more than 40 years, Music of Your Life is the longest running music radio format in
syndication.



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 years ended May 31, 2022 and 2021.



Revenues. The Company generated
$-0- in net revenues for the year ended May 31, 2022, as compared to $60 for the year ended May 31, 2021. Revenues were generated from
spot sales, from the live radio programming through radio stations around the country and over the Internet.



Cost of Sales. Our cost
of sales was $-0- for both years ended May 31, 2022 and 2021. Our cost of sales in the future will consist principally of licensing costs
and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates,
as well as operational and staffing costs with respect thereto.



Salaries and Consulting Expenses.
Accrued salaries and consulting expenses for the year ended May 31, 2022 were $120,000 as compared to $305,000 for the year ended May
31, 2021. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel
to build our multi-media entertainment business.



Professional Fees. Professional
fees for the year ended May 31, 2022 were $97,162 as compared to $102,924 for the year ended May 31, 2021. 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 $45,403 for the year ended May 31, 2022 as compared
to $63,398 for the year ended May 31, 2021. We anticipate that Other SG&A expenses will increase commensurate with an increase in
our operations.



10


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Other Income (Expense).
The Company had net other expense of $3,853,387 for the year ended May 31, 2022 as compared to $2,397,922 for the year ended May 31, 2021.
For the year ended May 31, 2022, the company recorded a gain on settlement of debt in the amount of $260,032, incurred interest expense
of $645,021, expense from derivative liability of $526,690 and loss on conversion of notes payable and accrued interest of $2,941,708.
For the year ended May 31, 2021, the company incurred interest expense of $989,810, income from derivative liability of $36,930 and loss
on conversion of notes payable and accrued interest of $1,445,042.



Liquidity and Capital Resources



As of May 31, 2022, our primary
source of liquidity consisted of $353 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, 2022 of $15,878,189 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, 2022 of $4,115,952. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our
ability to continue operations.



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



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



Off-Balance Sheet Arrangements



We do not have any off-balance
sheet arrangements.

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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 a have a material impact on the Company's consolidated financial
position, operations or cash flows.



Forward-Looking Statements



This report contains or incorporates
by reference forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning
our future business plans and strategies, the receipt of working capital, future revenues and other statements that are not historical
in nature. In this report, forward-looking statements are often identified by the words “anticipate,” “plan,”
“believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our current
beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could cause actual
results to differ materially from those expressed or implied.



Other uncertainties that could
affect the accuracy of forward-looking statements include:



•	the worldwide economic
situation;

•	any changes in interest
rates or inflation;

| | • | the willingness and ability of third parties to honor their contractual
commitments;
| | - | ------------------------------------------------------------------------------------

| | • | our ability to raise additional capital, as it may be affected by current
conditions in the stock market and competition for risk capital;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | • | our capital expenditures, as they may be affected by delays or cost overruns;
| | - | -----------------------------------------------------------------------------

| | • | environmental and other regulations, as the same presently exist or may
later be amended;
| | - | -----------------------------------------------------------------------------------------

| | • | our ability to identify, finance and integrate any future acquisitions;
and
| | - | ---------------------------------------------------------------------------

| | • | the volatility of our common stock price.
| | - | -----------------------------------------



This list is not exhaustive of the factors that may
affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual future
results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations and opinions
only as of the date of this report. We do not intend to update these forward-looking statements except as required by law. We qualify
all of our forward-looking statements by these cautionary statements.



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ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



|CONTENTS                                               
|-------------------------------------------------------
|                                                       
|Report of Independent Registered Public Accounting Firm
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|Consolidated Statements of Operations                  
|                                                       
|Consolidated Statements of Stockholders’ Deficit       
|                                                       
|Consolidated Statements of Cash Flows                  
|                                                       
|Notes to the Consolidated Financial Statements         







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Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street Suite 1100

Denver, Colorado 80246







Report of Independent Registered Public Accounting
Firm



Board of Directors and Shareholders

The Marquie Group, Inc.



Opinion on the Financial Statements



We have audited the accompanying consolidated balance sheet of The Marquie
Group, Inc. (the “Company”) as of May 31, 2022, and the related consolidated statements of operations, statements of stockholders’
deficit, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of May 31, 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting
principles generally accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility of the entity’s
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control
over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Going Concern Uncertainty



The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note 12 to the financial statements, the Company has incurred
losses since inception of $15,878,189 and negative working capital of $5,667,209.These factors create an uncertainty as to the
Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note
12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







|
|





blaze@griesandassociates.com

501 S. Cherry Street, Suite 1100, Denver, Colorado 80246

(O)720-464-2875 (M)773-255-5631 (F)720-222-5846



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Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street Suite 1100

Denver, Colorado 80246









Critical Audit Matters



The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.





Loss on conversions of notes payable and accrued
interest to common stock



Critical Audit Matter Description



The Company has had outstanding notes payable to lenders
which are convertible into Company common stock at conversion prices which are based on the future trading price of the Company's common
stock. For the year ended May 31, 2022, the Company issued a total of 11,511,179 shares of its common stock pursuant to conversions of
an aggregate of $285,683 in principal and accrued interest. The $2,941,708 in excess of the $3,227,391 fair value of the 11,511,179 shares
of common stock at the respective dates of issuance over the $285,683 liability reduction was charged to Loss on Conversions of Notes
Payable.



How the Critical Audit Matter was Addressed
in the Audit

Our principal audit procedures related to the Company's
loss on conversions of notes payable and accrued interest to common stock expense included:

| | · | We obtained Company prepared quarterly schedules of all conversions of notes payable and accrued interest
to common stock for the year ended May 31, 2022.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We agreed the prices used to independent third-party sources of closing trading prices of the Company
common stock on the respective issuance dates. We then verified the calculation by multiplying the number of shares issued times the respective
closing trading prices for each conversion.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We agreed the principal and accrued interest amounts to Notices of Conversions for each conversion.
| | - | ---------------------------------------------------------------------------------------------------



Emphasis of Matters-Risks and Uncertainties



The Company is not able to predict the ultimate impact
that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact
on the economies and
financial markets of many countries, including the geographical area in which the Company plans to operate.



/s/ Gries & Associates, LLC



We have served as the Company’s auditor since 2022.



Denver, CO



June 28, 2022



|
|





blaze@griesandassociates.com

501 S. Cherry Street, Suite 1100, Denver, Colorado 80246

(O)720-464-2875 (M)773-255-5631 (F)720-222-5846



15


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of The Marquie Group, Inc.

(formerly Music of Your Life, Inc.)



Opinion on the Financial Statements



We have audited the accompanying consolidated balance sheets of The Marquie
Group, Inc. (the “Company”) as of May 31, 2021 and the related consolidated statements of operations, stockholders’
equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of The Marquie
Group, Inc. as of May 31, 2021 and the results of their operations and cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States.



Explanatory Paragraph – Going Concern



The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company’s present
financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this
matter are also described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.



Basis for Opinion



These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor was We engaged to perform, an audit of
its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.





Critical Audit Matters



The critical audit matters communicated below
are matters arising from the audit of the financial statements as of May 31, 2021 and for the year then ended that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

16


Table of Contents


Loss
on conversions of notes payable and accrued interest to common stock – Refer to Note 10 to the consolidated financial statements



Critical Audit Matter Description

The
Company has had outstanding notes payable to lenders which are convertible into Company common stock at conversion prices which are based
on the future trading price of the Company's common stock. For the year ended May 31, 2021, the Company issued a total of 4,304,842 shares
of its common stock (as adjusted for the April 21, 2022 1 for 1000 reverse split) pursuant to conversions of an aggregate of $835,050
in principal and accrued interest. The $1,445,042 excess of the $2,218,092 fair value of the 4,304,842 shares of common stock at the respective
dates of issuance over the $835,050 liability reduction was charged to Loss on Conversions of Notes Payable.

How the Critical Audit
Matter was Addressed in the Audit

Our
principal audit procedures related to the Company's loss on conversions of notes payable and accrued interest to common stock expense
included:

(1)
We obtained Company prepared quarterly schedules of all conversions of notes payable and accrued interest to common stock in the year
ended May 31, 2021.

(2)
For the fair value measurements, we agreed the prices used to independent third-party sources of closing trading prices of TMGI common
stock on the respective issuance dates. We then verified the calculation by multiplying the number of shares issued times the respective
closing trading prices for each conversion.

(3)
For the liability reduction amounts, we agreed the principal and accrued interest amounts to Notices of Conversions for each conversion.













/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.





Freeport, New York

October 14, 2021



We served as the Company’s auditor from 2015 to 2022.



17


Table of Contents






|THE MARQUIE GROUP, INC.                               
|------------------------------------------------------
|(formerly Music of Your Life, Inc.)                   
|Consolidated Balance Sheets                           
|                                                      
|ASSETS                                                
|                                                      
|                                                      
|                                                      
|CURRENT ASSETS                                        
|                                                      
|Cash and cash equivalents                             
|                                                      
|Total Current Assets                                  
|                                                      
|OTHER ASSETS                                          
|                                                      
|Music inventory, net of accumulated depreciation      
|of $19,481 and $17,339, respectively                  
|Trademark costs                                       
|                                                      
|Total Other Assets                                    
|                                                      
|TOTAL ASSETS                                          
|                                                      
|LIABILITIES AND STOCKHOLDERS' DEFICIT                 
|                                                      
|CURRENT LIABILITIES                                   
|                                                      
|Bank overdraft                                        
|Accounts payable                                      
|Accrued interest payable on notes payable             
|Accrued consulting fees                               
|Notes payable, net of debt discounts of $6,889        
|and $85,233, respectively                             
|Notes payable to related parties                      
|Derivative liability                                  
|                                                      
|Total Current Liabilities                             
|                                                      
|TOTAL LIABILITIES                                     
|                                                      
|STOCKHOLDERS' DEFICIT                                 
|                                                      
|Preferred Stock, $0.0001 par value; 20,000,000 shares 
|authorized, 200 and 200 shares issued and outstanding 
|Common stock, $0.0001 par value; 50,000,000,000 shares
|authorized, 16,189,732 and 4,678,553 shares issued    
|and outstanding, respectively                         
|Common stock payable - 1 share                        
|Additional paid-in-capital                            
|Accumulated deficit                                   
|                                                      
|Total Stockholders' Deficit                           
|                                                      
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           
|                                                      





The accompanying notes
are an integral part of these financial statements

18


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|THE MARQUIE GROUP, INC.                                      
|-------------------------------------------------------------
|(formerly Music of Your Life, Inc.)                          
|Consolidated Statements of Operations                        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|NET REVENUES                                                 
|                                                             
|OPERATING EXPENSES                                           
|                                                             
|Accrued Salaries and Consulting fees                         
|Professional fees                                            
|Other selling, general and administrative                    
|                                                             
|Total Operating Expenses                                     
|                                                             
|LOSS FROM OPERATIONS                                         
|                                                             
|OTHER INCOME (EXPENSES)                                      
|                                                             
|Gain on settlement of debt                                   
|Gain (Expense) from derivative liability                     
|Interest expense (including amortization of debt discounts of
|$361,939 and $473,080, respectively)                         
|Loss on conversion of notes payable                          
|and accrued interest                                         
|                                                             
|Total Other Income (Expenses)                                
|                                                             
|LOSS BEFORE INCOME TAXES                                     
|                                                             
|INCOME TAX EXPENSE                                           
|                                                             
|NET LOSS                                                     
|                                                             
|BASIC AND DILUTED:                                           
|Net income (loss) per common share                           
|                                                             
|Weighted average shares outstanding                          
|                                                             



The accompanying notes
are an integral part of these financial statements

19


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|THE MARQUIE GROUP, INC.                                                                                             
|--------------------------------------------------------------------------------------------------------------------
|Consolidated Statements of Stockholders' Deficit                                                                    
|For the Period from June 1, 2020 to May 31, 2022                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Balance, June 1, 2020                                                                                               
|                                                                                                                    
|Common stock issued for conversion                                                                                  
|of debt                                                                                                             
|                                                                                                                    
|Net loss for the year ended                                                                                         
|May 31, 2021                                                                                                        
|                                                                                                                    
|Balance, May 31, 2021                                                                                               
|                                                                                                                    
|Common stock issued for conversion                                                                                  
|of debt                                                                                                             
|                                                                                                                    
|Net loss for the year ended                                                                                         
|May 31, 2022                                                                                                        
|                                                                                                                    
|Balance, May 31, 2022                                                                                               
|                                                                                                                    
|Note: The above statement reflects retroactively the 1 share for 1,000 shares reverse split effective April 21, 2022
|                                                                                                                    







The accompanying notes are an integral part of
these financial statements



20


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|THE MARQUIE GROUP, INC.                                  
|---------------------------------------------------------
|(formerly Music of Your Life, Inc.)                      
|Consolidated Statements of Cash Flows                    
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                    
|                                                         
|Net loss                                                 
|Adjustments to reconcile net income (loss) to net        
|cash used by operating activities:                       
|Depreciation of music inventory                          
|Gain on settlement of debt                               
|Expense (income) from derivative liability               
|Amortization of debt discounts                           
|Loss on conversion of notes payable and accrued interest 
|Default interest added to notes principal balance        
|Changes in operating assets and liabilities:             
|Accounts payable                                         
|Accrued interest payable on notes payable                
|Accrued consulting fees                                  
|                                                         
|Net Cash Used by Operating Activities                    
|                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                    
|                                                         
|Music inventory                                          
|                                                         
|Net Cash Used by Investing Activities                    
|                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                    
|                                                         
|Bank overdraft                                           
|Proceeds from notes payable                              
|Repayments of notes payable                              
|Repayments of notes payable to related parties           
|Net proceeds from notes payable to related parties       
|                                                         
|Net Cash Provided by Financing Activities                
|                                                         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     
|                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           
|                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                 
|                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                       
|                                                         
|Cash Payments For:                                       
|Interest                                                 
|Income taxes                                             
|                                                         
|Non-cash investing and financing activities:             
|Initial derivative liability charged to debt discounts   
|Conversion of debt and accrued interest into common stock
|                                                         



The accompanying notes
are an integral part of these financial statements

21


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



NOTE 1 - ORGANIZATION



Music of Your Life, Inc. (the “Company”)
was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”.
From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting
services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products
worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”)
by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and
Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub.
As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name
to Music of Your Life, Inc., and operated a nationwide 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 Split

Effective April 21, 2022, the Company effectuated
a 1 share for 1,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 16,189,731,657 shares
to 16,189,732 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.



Acquisition of The Marquie Group, Inc.

On August 16, 2018 (see Note 10), the Company
merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 100 shares of our common stock
to TMG’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December
5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music
of Your Life, Inc.” to “The Marquie Group, Inc.” The TMG business plan is to advertise 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 10), the
Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000 shares
of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property from, and to third parties.



NOTE 2 - SIGNIFICANT
ACCOUNTING POLICIES



This summary of significant accounting policies
of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are
representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform
to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the
financial statements. The following policies are considered to be significant:



a.       Principles
of Consolidation



The consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly
owned subsidiary. All inter-company accounts and transactions have been eliminated.



b.       Accounting
Method

The Company recognizes income and expenses
based on the accrual method of accounting. The Company has elected a May 31 year-end.



22


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



c.       Use
of Estimates in the Preparation of Financial Statements



The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



d.       Cash
and Cash Equivalents



Cash equivalents are generally comprised
of certain highly liquid investments with original maturities of less than three months.



e.       Basic
and Fully Diluted Net Loss per Share of Common Stock



In accordance with Financial Accounting
Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares
outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus
dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been
included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.



f.       Revenue
Recognition



The Company adopted ASC 606 requires the
use of a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment
when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our
performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the
separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Advance customer payments
are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts,
if any, are netted against gross revenues.



g.       Advertising



Advertising costs, which are expensed as
incurred, were $-0- for the years ended May 31, 2022 and 2021.



h.       Income
Taxes



Deferred income taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



23


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022





At
May 31, 2022, the Company had net operating loss carryforwards of approximately $9,842,689, of which $3,340,960 expires in varying amounts
through 2038 and $6,521,729 does not expire. No tax benefit has been reported in the financial statements because the potential
tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.
Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.



Net deferred tax assets
consist of the following components as of May 31, 2022 and 2021:



|                       |  | May 31, 2022 |            | May 31, 2021
|---------------------- |  | ------------ | ---------- | ------------
|Deferred tax assets:   |  |              |            |             
|NOL Carryover          |  | $            | 1,262,593  |             
|Valuation allowance    |  |              | (1,262,593 | )           
|Net deferred tax asset |  | $            | —          |             



The income tax provision differs from the
amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May 31,
2022 and 2021 due to the following:



|                                                                         |  | May 31, 2022 |          | May 31, 2021
|------------------------------------------------------------------------ |  | ------------ | -------- | ------------
|Expected tax (benefit) at 21%                                            |  | $            | (864,350 | )           
|Non-deductible expense (non-taxable income) from derivative liability    |  |              | 110,605  |             
|Non-deductible amortization of debt discounts                            |  |              | 76,007   |             
|Non-deductible loss on conversions of notes payable and accrued interest |  |              | 617,759  |             
|Change in valuation allowance                                            |  |              | 59,979   |             
|Provision for income taxes                                               |  | $            | —        |             



For the periods presented, the Company had no tax positions
or unrecognized tax benefits.



The Company includes interest and penalties
arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For the
periods presented, the Company had no such interest or penalties.



| | i. | Concentrations of Credit Risk
| | -- | -----------------------------



Financial instruments that potentially subject
the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known
quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to
$250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2022.



24


Table of Contents




THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



j.       Recent
Accounting Pronouncements



We have reviewed accounting pronouncements
issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position,
results of operations, or cash flows for the years ended May 31, 2022 and 2021.



Certain other accounting pronouncements
have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted
by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not
expected to be material.



NOTE 3 - FINANCIAL INSTRUMENTS



The Company has adopted FASB ASC 820-10-50,
“Fair Value Measurements.”  This guidance defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined
as follows:



Level 1 inputs to the
valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.



Level 2 inputs to the
valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the
asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.



Level 3 inputs to valuation
methodology are unobservable and significant to the fair measurement.



The carrying amounts reported in the balance
sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable
estimate of fair value because of the short period of time between the origination of such instruments and their expected realization
and their current market rate of interest.



NOTE 4 - 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 May 31, 2022 and 2021, the balance due on this loan was $-0-.



25


Table of Contents






THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



NOTE 5 - MUSIC INVENTORY



Music inventory consisted of the following:



|                                                       |  | May 31, 2022 |         | May 31, 2021
|------------------------------------------------------ |  | ------------ | ------- | ------------
|Digital music acquired for use in operations – at cost |  | $            | 21,648  |             
|Accumulated depreciation                               |  |              | (19,481 | )           
|Music inventory – net                                  |  | $            | 2,167   |             



The Company purchases digital music to broadcast
over the radio and internet. During the year ended May 31, 2022, the Company purchased $-0- worth of music inventory. For the years ended
May 31, 2022 and 2021, depreciation on music inventory was $2,142 and $3,096, respectively.



NOTE 6 – ACCRUED CONSULTING FEES



Accrued consulting fees consisted of the
following:



|                                                                                                                                                                                                         |  | May 31, 2022 |         | May 31, 2021
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ------------
|Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000                                                                            |  | $            | 253,817 |             
|Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000                                                              |  |              | 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 |             
|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 |             
|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  |             
|Due to two other service providers                                                                                                                                                                       |  |              | 30,250  |             
|Total                                                                                                                                                                                                    |  | $            | 926,217 |             





The accrued consulting fees balance changed
as follows:



|                                                               |  | Year Ended  
|-------------------------------------------------------------- |  | ------------
|                                                               |  | May 31, 2022
|Balance, beginning of period                                   |  | $           
|Compensation expense accrued pursuant to consulting agreements |  |             
|Payments to consultants                                        |  |             
|Balance, end of period                                         |  | $           



See Note 11 (Commitments and Contingencies)



26


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



NOTE 7 - NOTES PAYABLE



Notes payable consisted of the following:



|                                                                                                                             |  | May 31, 2022 |        | May 31, 2021
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ------------
|Notes payable to entities, non-interest bearing, due on demand, unsecured                                                    |  | $            | 39,300 |             
|Note payable to an individual, due on May 22, 2015, in default (B)                                                           |  |              | 25,000 |             
|Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)                                     |  |              | 50,000 |             
|Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)                           |  |              | 7,000  |             
|Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)                            |  |              | 50,000 |             
|Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)                            |  |              | 50,000 |             
|Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I)              |  |              | 25,000 |             
|Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M)                             |  |              | 40,000 |             
|Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)                                    |  |              | 25,000 |             
|Convertible note payable to an individual, interest at 10%, due on demand (V)                                                |  |              | 46,890 |             
|Convertible note payable to an individual, interest at 8%, due on demand (W)                                                 |  |              | 29,000 |             
|Convertible note payable to an individual, interest at 8%, due on demand (X)                                                 |  |              | 21,500 |             
|Convertible note payable to an entity, interest at 10%, due on demand (Y)                                                    |  |              | 8,100  |             
|Convertible note payable to an entity, interest at 10%, due on January 11, 2019, 15% default rate from January 11, 2019 (AA) |  |              | —      |             
|Convertible note payable to an entity, interest at 10%, due on demand (CC)                                                   |  |              | 50,000 |             
|Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD)                                |  |              | 35,000 |             
|Convertible note payable to an entity, interest at 10%, due on April 4, 2019, in default (EE)                                |  |              | —      |             
|Convertible note payable to an entity, interest at 10%, due on September 18, 2019, (FF)                                      |  |              | —      |             
|Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG)                           |  |              | 8,505  |             
|Convertible note payable to an entity, interest at 10%, due on September 19, 2019, (HH)                                      |  |              | —      |             
|                                                                                                                            





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



|Convertible note payable to an entity, interest at 10%, due on November 13, 2019, (JJ)                                                                                                                        |  |   | —          |   |  |   | 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, 24% default rate from March 10, 2020 (OO)                                                                                      |  |   | —          |   |  |   | 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 $-0- and $85,233, respectively (SS)                                                         |  |   | 154,764    |   |  |   | 84,767     |  
|Convertible note payable to an entity, interest at 12%, due on December 30, 2021 (TT)                                                                                                                         |  |   | —          |   |  |   | 50,000     |  
|Convertible note payable to an entity, interest at 12%, due on April 15, 2022 (UU)                                                                                                                            |  |   | —          |   |  |   | 55,000     |  
|Convertible note payable to an entity, interest at 10%, due on June 4, 2022, net of discount of $2,615 and $-0-, respectively (VV)                                                                            |  |   | 167,597    |   |  |   | —          |  
|Convertible note payable to an entity, interest at 8%, due on August 27, 2022, net of discount of $4,274 and $-0-, respectively (WW)                                                                          |  |   | 9,726      |   |  |   | —          |  
|Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY)                                                                                                                         |  |   | 58,250     |   |  |   | —          |  
|Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ)                                                                                                                          |  |   | 245,000    |   |  |   | —          |  
|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. |  |   | 170,000    |   |  |   | 170,000    |  
|Notes payable to individuals, non-interest bearing, due on demand                                                                                                                                             |  |   | 103,476    |   |  |   | 103,476    |  
|Total Notes Payable                                                                                                                                                                                           |  |   | 1,419,108  |   |  |   | 1,366,430  |  
|Less: Current Portion                                                                                                                                                                                         |  |   | (1,419,108 | ) |  |   | (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.





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022







(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 9 (Derivative Liability).



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



(V) On May 3, 2017, the Company issued a
$72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October
14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to $0.1293 per share.



(W) On April 5, 2017, the Company issued
a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August
23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the
Conversion Date. See Note 9 (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 9 (Derivative Liability).



(Y) On March 1, 2017, the Company issued
a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears
interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common
stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period
prior to the Conversion Date.



(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 (15% per annum default rate) 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 9 (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 9
(Derivative Liability).



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022





(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 9 (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 9 (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 9 (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 9 (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 9 (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 9 (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 9 (Derivative Liability).





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022





(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 9 (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 9 (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 was convertible at the option of the lender into shares of the Company common
stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See
Note 9 (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 9 (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 9 (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) $0.90, 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) $0.04, or (2)
50% of the lowest trading price of the common stock for the previous 15 day trading period. See Note 7 (Derivative Liability).



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



(WW) On August 27, 2021, the Company issued
a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum,
is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).



(YY) On December 21, 2021, the Company issued
a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum,
is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.



(ZZ) On February 8, 2022, the Company issued
a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12% per annum,
is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.



Concentration of Notes Payable:



The principal balance of the notes payable
was due to:



|                    |  | May 31, 2022 |           | May 31, 2021
|------------------- |  | ------------ | --------- | ------------
|                    |  |              |           |             
|Lender A            |  | $            | —         |             
|Lender B            |  |              | —         |             
|Lender C            |  |              | 458,014   |             
|Lender D            |  |              | 170,212   |             
|14 other lenders    |  |              | 797,771   |             
|                    |  |              |           |             
|Total               |  |              | 1,425,997 |             
|                    |  |              |           |             
|Less debt discounts |  |              | (6,889    | )           
|                    |  |              |           |             
|Net                 |  | $            | 1,419,108 |             



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NOTE 8 – NOTES PAYABLE – RELATED PARTIES



Notes payable – related parties consisted
of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                     |  | May 31, 2022 |          | 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    |             
|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   |             
|Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured                                                                                                                                                                                                                                                                                                                         |  |              | 14,228   |             
|                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |          |             
|Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 25,000 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 at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date (BB) See Note 9 (Derivative Liability) |  |              | 50,000   |             
|Total Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                  |  |              | 135,551  |             
|Less: Current Portion                                                                                                                                                                                                                                                                                                                                                                                                |  |              | (135,551 | )           
|Long-Term Notes Payable                                                                                                                                                                                                                                                                                                                                                                                              |  | $            | —        |             

































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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



NOTE 9 - DERIVATIVE LIABILITY





The derivative liability at May 31, 2022
and 2021 consisted of:



|                                                                                       |  | May 31,
    2022 |         | May 31,
    2021        
|-------------------------------------------------------------------------------------- |  | ---------------- | ------- | ------------------------
|                                                                                       |  | Face Value       |         | Derivative
    Liability
|Convertible note payable
    issued December 29, 2015, due December 29, 2016 (M)       |  | $                | 40,000  |                         
|Convertible note payable issued April
    5, 2017, due on demand (W)                   |  |                  | 29,000  |                         
|Convertible note payable issued April
    5, 2017, due on demand (X)                   |  |                  | 21,500  |                         
|Convertible note payable issued January
    11, 2018 (AA)                              |  |                  | —       |                         
|Convertible note payable issued December
    1, 2017, due on demand (BB)               |  |                  | 50,000  |                         
|Convertible note payable issued December
    1, 2017, due on demand (CC)               |  |                  | 50,000  |                         
|Convertible note payable issued March
    5, 2018, due on March 5, 2019 (DD)           |  |                  | 35,000  |                         
|Convertible note payable issued April
    4, 2018, due on April 4, 2019 (EE)           |  |                  | —       |                         
|Convertible note payable issued September
    18, 2018, due on September 18, 2019 (FF) |  |                  | —       |                         
|Convertible note payable issued September
    18, 2018, due on September 18, 2019 (GG) |  |                  | 8,506   |                         
|Convertible note payable issued December
    19, 2018, due on September 19, 2019 (HH)  |  |                  | —       |                         
|Convertible note payable issued February
    4, 2019, due on August 4, 2019 (II)       |  |                  | —       |                         
|Convertible note payable issued February
    13, 2019, due on November 13, 2019 (JJ)   |  |                  | —       |                         
|Convertible note payable issued November
    15, 2018, due on November 15, 2019 (KK)   |  |                  | —       |                         
|Convertible note payable issued November
    30, 2018, due on November 30, 2019 (LL)   |  |                  | —       |                         
|Convertible note payable issued December
    6, 2018, due on December 6, 2019 (MM)     |  |                  | —       |                         
|Convertible note payable issued December
    11, 2018, due on December 11, 2019 (NN)   |  |                  | —       |                         
|Convertible note payable issued June
    10, 2019, due on March 10, 2020 (OO)          |  |                  | —       |                         
|Convertible note payable issued September
    5, 2019, due on September 5, 2020 (PP)   |  |                  | —       |                         
|Convertible note payable issued November
    30, 2020, due on November 30, 2021 (SS)   |  |                  | 154,764 |                         
|Convertible note payable issued June
    4, 2021, due on June 4, 2022 (VV)             |  |                  | 170,212 |                         
|Convertible
    note payable issued August 27, 2021, due on August 27, 2022 (WW)       |  |                  | 14,000  |                         
|Totals                                                                                 |  | $                | 572,982 |                         



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



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 May 31, 2022 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.04
to $0.65 per share, (3) terms ranging from 0 days to 88 days, (4) expected volatility of 1,986% and (5) risk free interest rates ranging
from 0.73% to 1.16%.



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 $0.10
to $0.50 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:



|                |  | May 31, 2022 |           | May 31, 2021
|--------------- |  | ------------ | --------- | ------------
|                |  |              |           |             
|Lender A        |  | $            | —         |             
|Lender B        |  |              | —         |             
|Lender C        |  |              | 1,392,874 |             
|Lender D        |  |              | —         |             
|Lender E        |  |              | 1,176,765 |             
|Lender F        |  |              | 65,044    |             
|6 other lenders |  |              | 182,418   |             
|                |  |              |           |             
|Total           |  | $            | 2,817,101 |             



NOTE 10 - 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.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



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 which
the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock
of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement,
all of the shares of TMG held by TMG shareholders were cancelled, and 100 shares of common stock of the Company were issued to the
TMG shareholders.



TMG was incorporated on August 3, 2018.
The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and
social networking products. The three stockholders of TMG prior to the merger who received the 100 shares are (1) Marc Angell (CEO
of the Company) and Jacquie Angell (50 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2020
and 2019 (25 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2020 and
2019 (25 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property
of TMG (and the issuance of the 100 shares of common stock) was recorded at $-0-, the historical cost of the property to TMGI.



During the year ended May 31, 2020, the
Company issued an aggregate of 62,458 shares of common stock for the conversion of notes payable and accrued interest in the aggregate
amount of $78,315. We incurred a loss on the conversion of notes payable and accrued interest of $159,802, which represents the excess
of the $238,117 fair value of the 62,458 shares at the dates of conversion over the $78,315 amount of debt satisfied.



On August 28, 2019, the Securities and
Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection
with the Company’s offering of up to 1,333,333 shares of common stock at a price of $7.50 per share or a total offering of
$10,000,000. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $7.50 per
share to $3.50 per share. On February 25, 2020, the Company amended its Form 1-A Offering Circular to reduce the offering price to
$0.70 per share. As part of this offering, during the year ended May 31, 2020, the Company issued an aggregate of 117,867
shares of common stock for cash in the amount of $320,400. The end date of the offering was August 28, 2020.



On November 21, 2019, the Company merged
with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000 shares of our common
stock to GNE’s stockholders. Following the merger, the Company had 161,062 shares of common stock issued and outstanding. GNE
was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000 shares was the Angell Family
Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and
the issuance of the 160,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE. During the
three months ended February 29, 2020, the Company issued an additional 33,000 shares of common stock as part of the merger.



During the year ended May 31, 2021, the
Company issued an aggregate of 4,304,842 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 shares at the dates of conversion over the $835,050 amount of debt satisfied.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



Effective April 21, 2022, the Company effectuated
a 1 for 1,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 1,000 shares of Common
Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would be rounded
up to the nearest whole share. Following the Reverse Split, the Company had 16,189,732 common shares issued and outstanding. The accompanying
financial statements have been retroactively adjusted to reflect this reverse stock split.



During the year ended May 31, 2022, the
Company issued an aggregate of 11,511,179 shares of common stock for the conversion of notes payable and accrued interest in the aggregate
amount of $285,683. We incurred a loss on the conversion of notes payable and accrued interest of $2,941,708, which represents the excess
of the $3,227,391 fair value of the 11,511,179 shares at the dates of conversion over the $835,050 amount of debt satisfied.



NOTE 11 - 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 6 – 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 provides 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 May 31, 2022 and 2021. On October 16, 2018 (see Note 10), 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 provided 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 were for 90 days each.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2022



NOTE 12 - 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 May 31, 2022, the Company had negative working capital of $5,667,209 and an accumulated
deficit of $15,878,189. 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, 2023
and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue
operations.



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



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



NOTE 13 – SUBSEQUENT EVENTS



On June 10, 2022, the Board of Directors
of the Company entered into that certain Note Purchase Agreement (the “Purchase Agreement”) in connection with the issuance
of that certain convertible promissory note (the “Purchase Note”) in the face amount of $38,880.00 in exchange for $35,000
in consideration therefor. The Purchase Note matures twelve months from the date of issuance (the “Maturity Date”), and bear
interest at the rate of 12% per annum. The Purchase Note may be prepaid until the Maturity Date at (a) 100% multiplied by the Principal
Amount then outstanding plus (b) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (c) $750.00
to reimburse Holder for administrative fees. The Purchase Note, together with all interest as accrued is convertible into shares of the
Company’s common stock at a price equal to the lower of $0.00005 or 50% of the lowest trading price for the 10 Trading Days immediately
prior to the date of conversion. The Purchase Agreement and the Purchase Note contain representations, warranties, conditions, restrictions,
and covenants of the Company that are customary in such transactions with smaller companies.



The Company has evaluated subsequent events
from the balance sheet date through the date the financial statements were issued and determined there are no additional events requiring
disclosure.



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.



N/A - No change in accountant
for the annual period ended May 31, 2021 and to present.



ITEM 9A. CONTROLS AND PROCEDURES.



Management’s Report on Disclosure Controls
and Procedures



We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions
regarding required disclosure.



As of May 31, 2022, the end of
our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls
and procedures were not effective as of the end of the period covered by this annual report. One member of our management team handles
all accounting duties including the recording of transactions, paying bills and reconciling the bank account. We have minimized this risk
by having an external accountant review all transactions and make the appropriate adjustments. We do not have a formal audit committee.



Management’s Report on Internal Control over
Financial Reporting



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but
not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed
in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity
with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control
over financial reporting as of May 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management
has concluded that, as of May 31, 2022, our internal control over financial reporting is not effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
US generally accepted accounting principles. This annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by
the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only management’s report in this annual report.



Inherent limitations on effectiveness of controls



Internal control over financial
reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of its inherent limitations, internal control

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over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible
to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation.



Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



Changes in Internal Control over Financial Reporting



None.



ITEM 9B. OTHER INFORMATION.



Change in Auditor



On July 14, 2022, the
Company dismissed it independent registered accounting firm Michael T. Studer CPA P.C. and engaged Gries and Associates, LLC as its
independent accountant following the prior accountant’s dismissal.















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PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.



Board of Directors



Our board of directors consists of
the following individual:



|Name and Year First Elected Director(1) |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Marc Angell
    (2013)                  |  | 64  |  | Mr. Angell has been the Chief Executive Officer of
    Music of Your Life, Inc., since November 2012. Mr. Angell acquired the well-known Music of Your Life trademark in 2008. In November 2012,
    Angell formed Music of Your Life, Inc. as an entertainment company to capitalize on the growth and development of the Music of Your Life
    trademark and branding, including radio, TV, live concerts, and merchandising. Mr. Angell, was a director of Wireless Village, Inc., a
    telecommunications solution provider, and Concierge Technologies, Inc. from June, 2004 to January, 2008. In 2000, Mr. Angell became the
    founder and President of Planet Halo, a wireless telecommunications company, until he sold it in May, 2004 to the public company Concierge
    Technologies, Inc. (OTC:BB CNCG). In January 1990 Mr. Angell founded Angellcom, a supplier and distributor of one-way paging devices in
    the U.S. He remained its CEO until 1999. Mr. Angell conceptualized, designed and marketed both the one-way pagers for Angellcom and the
    Halo device for Planet Halo. During the 1990s, Mr. Angell was also involved in the land mobile radio business as a license holder and
    manager of 220MHz radio systems throughout the United States and Mexico.



(1) The business address of each
of our directors is 7901 4th St. N, Ste. 4000, St. Petersburgh, FL 33702



Director Independence



Because our common stock is not
currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market
to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than
an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board
of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ
listing rules provide that a director cannot be considered independent if:



·the director is, or at any time during the past three years was, an employee of the company;



·the director or a family member of the director accepted any compensation from the company in excess
of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain
exclusions, including, among other things, compensation for board or board committee service);



·a family member of the director is, or at any time during the past three years was, an executive
officer of the company;



·the director or a family member of the director is a partner in, controlling stockholder of, or an
executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past
three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater
(subject to certain exclusions);







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·the director or a family member of the director is employed as an executive officer of an entity
where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such
other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any
time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s
audit.



We do not have any independent
directors. We do not have an audit committee, compensation committee or nominating committee. We do however have a code of ethics that
applies to our officers, employees and director.



Compensation of Directors



Although we anticipate compensating
the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service
as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.



Board of Directors Meetings and Committees



Although various items were reviewed
and approved by the Board of Directors via unanimous written consent during fiscal year ended May 31, 2022, the Board held no in-person
meetings.



We do not have Audit or Compensation
Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit
committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.



Changes in Procedures by which Security Holders
May Recommend Nominees to the Board



Any security
holder who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board of Directors. The
letter should be signed, dated and include the name and address of the security holder making the recommendation, information to enable
the Board to verify that the security holder was the holder of record or beneficial owner of the company’s securities as of the
date of the letter, and the name, address and resumé of the potential nominee. Specific minimum qualifications for directors and
director nominees which the Board believes must be met in order to be so considered include, but are not limited to, management experience,
exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties. There
have been no changes to the procedures by which a security holder may recommend a nominee to the Board during our most recently ended
fiscal year.



Executive Officers



Marc Angell is our sole executive
officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial officer. Further information
pertaining to Mr. Angell’s business background and experience is contained in the section above marked DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.



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Section 16(a) Beneficial Ownership Reporting Compliance



We are required to identify each
person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal
year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.



To our knowledge, during the fiscal
year ended May 31, 2021, based solely upon a review of such materials as are required by the Securities and Exchange Commission, no other
officer, director, or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed to timely
file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Exchange
Act of 1934.



Code of Ethics



The Company expects that its Officers
and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on
behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics
is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate,
timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange
Commission (the “SEC”), or other regulatory bodies and in other public communications made by the Company.



ITEM 11. EXECUTIVE COMPENSATION.



The following table summarizes
the total compensation for the two fiscal years ended May 31, 2022 of each person who served as our principal executive officer or principal
financial and accounting officer collectively, (the “Named Executive Officers”) including any other executive officer who
received more than $100,000 in annual compensation from the Company. We did not award cash bonuses, stock options or non-equity incentive
plan compensation to any Named Executive Officer during the two fiscal years ended May 31, 2022; thus these items are omitted from the
table below:



|Summary Compensation Table 
|---------------------------
|Name and Principal Position
|                           
|Marc Angell                
|Chief Executive Officer    
|Secretary                  



| | (1) | Consulting fees paid or accrued. See Notes 6 and 11 to the financial statements.
| | --- | --------------------------------------------------------------------------------



There is no other arrangement
or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected
as such.



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Outstanding Equity Awards at Fiscal Year-End



There were no grants or equity
awards to our Named Executive Officers or directors during the fiscal year ended May 31, 2022.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table sets forth
the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of
the outstanding shares of our common stock, and our executive officers and directors as a group, as of September 10, 2019. Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has
the same address as us. Our address is 7901 4th St. N, Ste. 4000, St. Petersburgh, FL 33702. As of September 24, 2021, there
were 4,628,852,506 shares of common stock issued and outstanding, and 200 shares of Series A Preferred Stock issued and outstanding. Each
share of Series A Preferred Stock 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 continues to have no conversion, liquidation, or dividend rights. The following table describes the ownership
of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each
person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.





|Name                                                                         |  | Sole Voting and Investment Power |   | Other Beneficial Ownership |  | Total |         | Percent of Class Outstanding
|---------------------------------------------------------------------------- |  | -------------------------------- | - | -------------------------- |  | ----- | ------- | ----------------------------
|Jacquie Angell(1)                                                            |  |                                  | — |                            |  |       | 193,050 |                             
|Marc Angell(2)                                                               |  |                                  | — |                            |  |       | 193,050 |                             
|All directors/director nominees and executive officers as a group (1 person) |  |                                  | — |                            |  |       | 193,050 |                             









| | (1) | Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 193,050 shares of common stock held by the
Angell Family Trust.
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | (2) | CEO/Chairman of the Board of Directors and spouse of shareholder, Jacquie Angell. Includes 193,050 shares
of common stock held by the Angell Family Trust. Excludes 200 shares of Series A Preferred Stock held by Mr. Angell which have super-voting
rights, but no conversion, dividend, or liquidation rights. If the votes of the Series A Preferred Stock were taken into account, Mr.
Angell would beneficially hold approximately 80.83% of the voting securities of the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Limitation of Liability of Directors and Officers; Indemnification
and Advance of Expenses



Pursuant to our charter and
under Section 607.0850 of the 2012 Florida Statutes (hereafter, the “Statutes”), our directors are not liable to us or
our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of
loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for
authorization of illegal dividend payments or stock redemptions under Florida law or any transaction from which a director has
derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of
expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide
indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or
otherwise, to the fullest extent permitted by applicable law.



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We intend to enter into indemnification
agreements with certain of our current directors and officers. The indemnification agreement will indemnify the indemnitee to the fullest
extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned
partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a
director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at
our request as a director, officer, employee or agent of another entity. If appropriate, we will be entitled to assume the defense of
the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel
employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized
by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume
the defense of such claim.



The Bylaws of the Company provide
for indemnification of Covered Persons substantially identical in scope to that permitted under the Florida Law. Such Bylaws provide that
the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative
or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined
by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.



Disclosure of Commission Position on Indemnification
for Securities Act Liabilities



Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions
above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act, and is, therefore, unenforceable.



In the event that a claim for
indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers,
or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public
policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue



Provisions of Our Charter and Bylaws



Our charter and bylaws provide
that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.



Change of Control



On February 26, 2013, Marc Angell
purchased a controlling interest in the Company. Through his ownership of 200 shares of Series A Preferred Stock, he and may unilaterally
determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.

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Other than the transactions and
agreements disclosed in this Report, the Registrant knows of no arrangements which may result in a change of control of the Registrant.



No officer, director, promoter
or affiliate of the Registrant has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired
by the Registrant through security holdings, contracts, options or otherwise.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.



Certain Relationships and Related Transactions



On March 4, 2016, the Board of
Directors of Music of Your Life, Inc., a Florida corporation (the “Company”) issued all 200 previously authorized but unissued
shares of Series A Preferred Stock (the “Preferred Stock”) to the Company’s sole officer and director Marc Angell. At
September 24, 2021, the Preferred Stock collectively holds 80% of the total voting power of the Company.



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 continues to have
no conversion, liquidation, or dividend rights.



On August 16, 2018 (the “Closing Date”),
Music of Your Life, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and among
the Company, and The Marquie Group, Inc., a Utah corporation ("TMG"), pursuant to which the Company merged with TMG. The Company
was 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. A majority of these
shares, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company. This is considered
a related party transaction. The TMG merger will provide the Company with certain registered trademarks and intellectual property of TMG
with respect to health, beauty and social networking products.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.



On July 14, 2022, the
Company dismissed its independent registered accounting firm Michael T. Studer CPA P.C. and engaged Gries and Associates, LLC
as its independent accountant following the prior accountant’s dismissal.



The following table sets forth
fees invoiced by our independent registered accounting firm Michael T. Studer, CPA P.C. during the fiscal years ended May 31, 2022 and
2021:



|                   |  | 2022 |        | 2021
|------------------ |  | ---- | ------ | ----
|Audit Fees         |  | $    | 30,000 |     
|Audit Related Fees |  |      | -0-    |     
|Tax Fees           |  |      | -0-    |     
|All Other Fees     |  |      | -0-    |     
|Total Fees         |  | $    | 30,000 |     



It is the policy of the Board
of Directors, which presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct
our financial audit and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services
of the independent registered accounting firms reflected above were pre-approved by the Board of Directors.





































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PART IV



ITEM 15. EXHIBITS.



The following exhibits are filed with or incorporated
by referenced in this report:



|Exhibit Number |  | Description                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Merger Agreement by and between Zhong Sen International Tea Company, Music of Your Life, Inc., Music of Your Life Merger Sub, Inc. dated May 31, 2013 (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on June 5, 2013).
|3.1            |  | Amended and Restated Articles of Incorporation dated July 21, 2016.                                                                                                                                                                                               
|14.1           |  | Code of Ethics for the Registrant                                                                                                                                                                                                                                 
|21.1           |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                    
|31.1           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Marc Angell.                                                                                                                                                                          
|32             |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Marc Angell.                                                                                                                                                                          















































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Table of Contents


SIGNATURES



In accordance with Section 13
or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                       |                                                                           | MUSIC OF YOUR LIFE, INC.
|---------------------- | ------------------------------------------------------------------------- | ------------------------
|                       |                                                                           |                         
|                       |                                                                           |                         
|                       | /s/ Marc Angell                                                          
|Dated: August 29, 2022 | By: Marc Angell, Chief Executive Officer, and Principal Financial Officer



In accordance
with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on
the dates indicated.



|/s/ Marc Angell |  | Chief Executive Officer | August 29, 2022
|--------------- |  | ----------------------- | ---------------
|Marc Angell     |  |                        





|//s/ Marc Angell |  | Director | August 29, 2022
|---------------- |  | -------- | ---------------
|Marc Angell      |  |         









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