UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



Amendment No. 2  to 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, 2021                                                     
|☐                                                      |  | 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, 2020 was $2,691,302.



As of October 1, 2021, there were 7,976,668,363 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


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EXPLANATORY NOTE



The Marquie Group, Inc. (the “Company”) is filing this
Amendment No. 2 to Form 10-K to amend in its entirety its annual report on Form 10-K for the fiscal year ended May 31, 2021
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2021 (the “Original
Filing”). As stated therein, the Original Filing financial statements were not audited by the Company’s independent
registered public accounting firm.









































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


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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. The Marquie Group
approach is that of direct-to-consumer model which cuts the cost of commissions to a third party resulting in higher profits
per sale and affords the company greater flexibility.



Employees



As of May 31, 2021, 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.









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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,
2021. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price
for our common stock on September 24, 2021 was $0.0004 per share.



The following table reflects
the high and low closing sales prices per share (as adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split
and the September 4, 2019 1 share for 400 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, 2021 |  |               
|Fourth quarter      |  | $             
|Third quarter       |  | $             
|Second quarter      |  | $             
|First quarter       |  | $             
|                    |  |               
|Fiscal May 31, 2020 |  |               
|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



On June 19, 2018, the Financial
Industry Regulatory Authority (“FINRA”) approved a 1 for 4,000 reverse split of the Company’s Common Stock (“Reverse
Split”), meaning that each 4,000 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 910,610 common shares issued and outstanding. Effective September 4, 2019, the Company effectuated a 1 for 400 reverse
split of the Company’s common stock.







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, 2021 and 2020.



Revenues. The Company
generated net revenues of $60 during the year ended May 31, 2021 as compared to $552 for the year ended May 31, 2020. 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, 2021 and 2020. 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, 2021 were $305,000 as compared to $371,500 for
the year ended May 31, 2020. 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, 2021 were $102,924 as compared to $81,640 for the year ended May 31, 2020. 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 $63,398 for the year ended May 31, 2021
as compared to $187,950 for the year ended May 31, 2020. 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 $2,397,922 for the year ended May 31, 2021 as compared to $304,275 for the year ended May
31, 2020. 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. For the year ended May 31, 2020, the company
incurred interest expense of $792,400, income from derivative liability of $647,927 and loss on conversion of notes payable and
accrued interest of $159,802.



Liquidity and Capital Resources



As of May 31, 2021, our
primary source of liquidity consisted of $-0- 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, 2021 of $11,762,237 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, 2021 of $2,869,184. 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.



ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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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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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 2020 and the related consolidated statements of operations,
stockholders’ deficit, and cash flows for the years 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 2020 and the results of their operations and cash flows for the years
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 were 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 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.

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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 4,304,842,121 shares of its common stock pursuant to conversions of an aggregate of $835,050 in principal and accrued interest.
The $1,445,042 excess of the $2,280,092 fair value of the 4,304,842,121 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 for
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 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.

(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 have served as the Company’s auditor since 2015.





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|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 $17,339 and $14,243, 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 $85,233        
|and $3,313, 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; 10,000,000,000 shares 
|authorized, 4,678,552,506 and 373,710,385 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







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|THE MARQUIE GROUP, INC.                          
|-------------------------------------------------
|(formerly Music of Your Life, Inc.)              
|Consolidated Statements of Operations            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|NET REVENUES                                     
|                                                 
|OPERATING EXPENSES                               
|                                                 
|Salaries and Consulting fees                     
|Professional fees                                
|Other selling, general and administrative        
|                                                 
|Total Operating Expenses                         
|                                                 
|LOSS FROM OPERATIONS                             
|                                                 
|OTHER INCOME (EXPENSES)                          
|                                                 
|Income from derivative liability                 
|Interest expense (including amortization of debt 
|discounts of $473,080 and $546,399, 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













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|THE MARQUIE GROUP, INC.                         
|------------------------------------------------
|Consolidated Statements of Stockholders' Deficit
|For the Period from June 1, 2019 to May 31, 2021
|                                                
|                                                
|                                                
|                                                
|                                                
|Balance, June 1, 2019                           
|                                                
|Common stock issued for cash                    
|                                                
|Rounded up shares issued in connection          
|with reverse stock split                        
|                                                
|Common stock issued for conversion              
|of debt                                         
|                                                
|Common stock issued for merger                  
|with Global Nutrition Experience, Inc.          
|                                                
|Net loss for the year ended                     
|May 31, 2020                                    
|                                                
|Balance, May 31, 2020                           
|                                                
|Common stock issued for conversion              
|of debt                                         
|                                                
|Net loss for the year ended                     
|May 31, 2021                                    
|                                                
|Balance, May 31, 2021                           
|                                                





The accompanying notes are an integral
part of these financial statements







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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                                      
|Income from derivative liability                                     
|Amortization of debt discounts                                       
|Loss on conversion of notes payable and accrued interest             
|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:                                
|                                                                     
|Trademark costs                                                      
|Music inventory                                                      
|                                                                     
|Net Cash Used by Investing Activities                                
|                                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                
|                                                                     
|Bank overdraft                                                       
|Proceeds from sale of common stock                                   
|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 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            
|Common stock issued for merger with Global Nutrition Experience, Inc.
|                                                                     





The
accompanying notes are an integral part of these financial statements





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021





NOTE 1 -ORGANIZATION



The Marquie Group, Inc. (the
“Company’), formerly Music of Your Life, Inc., 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 Splits

Effective June 20, 2018, the Company
effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from
3,642,441,577 shares to 910,610 shares. Effective September 4, 2019, the Company effectuated a 1 share for 400 shares reverse stock
split which reduced the issued and outstanding shares of common stock from 430,589,412 shares to 1,061,356 shares. The accompanying
financial statements have been retroactively adjusted to reflect these reverse stock splits.



Acquisition of The Marquie Group,
Inc.

On August 16, 2018 (see Note 10),
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.” 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 193,000,000
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.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021





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.



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, 2021 and 2020.



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.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021





At May 31, 2021, the Company had
net operating loss carryforwards of approximately $5,726,737, of which $3,035,346 expires in varying amounts through 2038 and $2,691,391
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, 2021 and 2020:



|                       |  | May 31, 2021 |            | May 31, 2020
|---------------------- |  | ------------ | ---------- | ------------
|Deferred tax assets:   |  |              |            |             
|NOL Carryover          |  | $            | 1,202,614  |             
|Valuation allowance    |  |              | (1,202,614 | )           
|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, 2021 and 2020 due to the following:



|                                                                         |  | May 31, 2021 |          | May 31, 2020
|------------------------------------------------------------------------ |  | ------------ | -------- | ------------
|Expected tax (benefit) at 21%                                            |  | $            | (602,529 | )           
|Non-deductible expense (non-taxable income) from derivative liability    |  |              | (7,755   | )           
|Non-deductible amortization of debt discounts                            |  |              | 99,347   |             
|Non-deductible loss on conversions of notes payable and accrued interest |  |              | 303,459  |             
|Change in valuation allowance                                            |  |              | 207,478  |             
|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, 2021.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



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, 2021 and 2020.



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, 2021 and 2020,
the balance due on this loan was $-0-.





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



NOTE 5 - MUSIC INVENTORY



Music inventory consisted of the
following:



|                                                       |  | May 31, 2021 |         | May 31, 2020
|------------------------------------------------------ |  | ------------ | ------- | ------------
|Digital music acquired for use in operations – at cost |  | $            | 21,648  |             
|Accumulated depreciation                               |  |              | (17,339 | )           
|Music inventory – net                                  |  | $            | 4,309   |             



The Company purchases digital music
to broadcast over the radio and internet. During the year ended May 31, 2021, the Company purchased $183 worth of music inventory.
For the years ended May 31, 2021 and 2020, depreciation on music inventory was $3,096 and $3,564, respectively.



NOTE 6 – ACCRUED CONSULTING FEES



Accrued consulting fees consisted
of the following:



|                                                                                                                                                                                                         |  | May 31, 2021 |         | May 31, 2020
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ------------
|Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000                                                                            |  | $            | 138,817 |             
|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                                                                                                                                                                       |  |              | 52,000  |             
|Total                                                                                                                                                                                                    |  | $            | 832,967 |             



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



The accrued consulting fees balance
changed as follows:



|                                                               |  | Year Ended  
|-------------------------------------------------------------- |  | ------------
|                                                               |  | May 31, 2020
|Balance, beginning of period                                   |  | $           
|Compensation expense accrued pursuant to consulting agreements |  |             
|Payments to consultants                                        |  |             
|Balance, end of period                                         |  | $           



See Note 11 (Commitments and Contingencies)



NOTE 7 - NOTES PAYABLE



Notes payable consisted of the following:



|                                                                                                                |  | May 31, 2021 |        | May 31, 2020
|--------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ------------
|Notes payable to an entity, non-interest bearing, due on demand, unsecured                                      |  | $            | 7,500  |             
|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 |             
|                                                                                                                |  |              |        |             

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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021





|Convertible note
    payable to an individual, interest at 8%, due on demand (W)                                                              |  |  | 29,000  |  |  |  | 29,000  | 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- |  |  |  | ------- | 
|Convertible note payable
    to an individual, interest at 8%, due on demand (X)                                                              |  |  | 21,500  |  |  |  | 21,500  | 
|Convertible note payable
    to an entity, interest at 10%, due on demand (Y)                                                                 |  |  | 8,600   |  |  |  | 8,600   | 
|Convertible note payable
    to an entity, interest at 10%, due on January 11, 2019, in default, 15% default rate from January 11, 2019 (AA)  |  |  | 23,167  |  |  |  | 23,167  | 
|Convertible note payable
    to an entity, interest at 10%, due on demand (CC)                                                                |  |  | 50,000  |  |  |  | 50,000  | 
|Convertible note payable
    to an entity, interest at 10%, due on March 5, 2019, in default (DD)                                             |  |  | 35,000  |  |  |  | 35,000  | 
|Convertible note payable
    to an entity, interest at 10%, due on April 4, 2019, in default (EE)                                             |  |  | 37,500  |  |  |  | 37,500  | 
|Convertible note payable
    to an entity, interest at 10%, due on September 18, 2019, in default (FF)                                        |  |  | 22,500  |  |  |  | 22,500  | 
|Convertible note payable
    to an entity, interest at 10%, due on September 18, 2019, in default (GG)                                        |  |  | 8,505   |  |  |  | 8,505   | 
|Convertible note payable
    to an entity, interest at 10%, due on September 19, 2019, in default (HH)                                        |  |  | 175,720 |  |  |  | 200,000 | 
|Convertible note payable
    to an entity, interest at 10%, due on August 4, 2019, in default (II)                                            |  |  | —       |  |  |  | 170,000 | 
|Convertible note payable
    to an entity, interest at 10%, due on November 13, 2019, in default (JJ)                                         |  |  | 56,055  |  |  |  | 75,000  | 
|Convertible note payable
    to an entity, interest at 10%, due on November 15, 2019, in default (KK)                                         |  |  | 20,000  |  |  |  | 20,000  | 
|Convertible note payable
    to an entity, interest at 10%, due on November 30, 2019, in default (LL)                                         |  |  | 5,000   |  |  |  | 5,000   | 
|Convertible note payable
    to an entity, interest at 10%, due on December 6, 2019, in default (MM)                                          |  |  | 3,000   |  |  |  | 3,000   | 
|Convertible note payable
    to an entity, interest at 10%, due on December 11, 2019, in default (NN)                                         |  |  | 10,000  |  |  |  | 10,000  | 
|Convertible note payable
    to an entity, interest at 12%, due on March 10, 2020, in default, 24% default rate from March 10, 2020 (OO)      |  |  | 58,750  |  |  |  | 58,750  | 
|Convertible note payable
    to an entity, interest at 10%, due on September 12, 2020 – net of discount of $-0- and $3,313, respectively (PP) |  |  | 12,500  |  |  |  | 9,187   | 
|                                                                                                                                              |  |  |         |  |  |  |         | 





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021







|Convertible note payable to an entity, interest at 10%, due on April 23, 2020, in default (QQ)                                                                                                                |  |   | —          |   |  |   | 250,000    |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|Convertible note payable to an entity, interest at 10%, due on August 20, 2021 (RR)                                                                                                                           |  |   | —          |   |  |   | —          |  
|Convertible note payable to an entity, interest at 12%, due on November 30, 2021 – net of discount of $85,233 and $-0-, respectively (SS)                                                                     |  |   | 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     |   |  |   | —          |  
|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    |   |  |   | 70,000     |  
|Notes payable to individuals, non-interest bearing, due on demand                                                                                                                                             |  |   | 103,476    |   |  |   | 103,476    |  
|Total Notes Payable                                                                                                                                                                                           |  |   | 1,366,430  |   |  |   | 1,536,575  |  
|Less: Current Portion                                                                                                                                                                                         |  |   | (1,366,430 | ) |  |   | (1,536,575 | )
|Long-Term Notes Payable                                                                                                                                                                                       |  | $ | —          |   |  | $ | —          |  



(B) On April 22, 2015, the Company
issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22,
2015.



(D) On July 24, 2015, the Company
issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with
an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February
1, 2016.



(E) On July 31, 2015, the Company
issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.



(G) On August 6, 2015, the Company
issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.



(H) On August 21, 2015, the Company
issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.



(I) On September 21, 2015, the Company
issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that
all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing
on January 21, 2016.



(M) On December 29, 2015, the Company
issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of
12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock
at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date.
See Note 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, 2021



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



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



(W) On April 5, 2017, the Company
issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note
due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of
the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5
Trading Day period prior to the Conversion Date. See Note 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 $0.00004 per share or 60% of the lowest Trading Price during
the 5 Trading Day period prior to the Conversion Date.



(AA) On January 11, 2018, the Company
issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000
(of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum (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).



(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).



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



(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).



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



(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).



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



(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).



(QQ) On October 23, 2019, the Company
issued a $260,000 Convertible Promissory Note to a lender for net loan proceeds of $234,000. The note bears interest at a rate
of 10% per annum, was due on April 23, 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).



(RR) On August 20, 2020, the Company
issued a $385,000 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the note described
in (QQ) above. The note bears interest at a rate of 10% per annum, is due on August 20, 2021, 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) the closing bid price of
the Common Stock on the Trading Day immediately preceding the date of the conversion, or (2) the par value of the Common Stock.
See Note 7 (Derivative Liability).



(SS) On November 30, 2020, the Company
issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in
(RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November
30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to
the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common
Stock on the Trading Day immediately preceding the date of the conversion. See Note 7 (Derivative Liability).



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



(UU) On April 15, 2021, the Company
issued a $55,000 Convertible Promissory Note to a lender for net loan proceeds of $45,000. The note bears interest at a rate of
12% per annum, is due on April 15, 2022, and is convertible at the option of the lender into shares of the Company common stock
at a Conversion Price equal to the higher of (1) $0.0009, or (2) the par value of the Common Stock.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



Concentration of Notes Payable:



The principal balance of the notes
payable was due to:



|                        |  | May
    31, 2021 |           | May
    31, 2020
|----------------------- |  | ---------------- | --------- | ----------------
|                        |  |                  |           |                 
|Lender A                |  | $                | 23,167    |                 
|Lender B                |  |                  | 284,470   |                 
|Lender C                |  |                  | 225,000   |                 
|Lender D                |  |                  | 110,500   |                 
|14
    other lenders    |  |                  | 808,526   |                 
|                        |  |                  |           |                 
|Total                   |  |                  | 1,451,663 |                 
|                        |  |                  |           |                 
|Less
    debt discounts |  |                  | (85,233   | )               
|                        |  |                  |           |                 
|Net                     |  | $                | 1,366,430 |                 



NOTE 8 – NOTES PAYABLE – RELATED PARTIES



Notes payable – related parties
consisted of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                  |  | May 31, 2021 |          | May 31, 2020
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | ------------
|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   |             
|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.  See Note 9 (Derivative Liability) |  |              | 50,000   |             
|Total Notes Payable                                                                                                                                                                                                                                                                                                                                                                                               |  |              | 121,323  |             
|Less: Current Portion                                                                                                                                                                                                                                                                                                                                                                                             |  |              | (121,323 | )           
|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, 2021



NOTE 9 - DERIVATIVE LIABILITY



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



|                                                                                       |  | May
    31, 2021 |         | May
    31, 2020        
|-------------------------------------------------------------------------------------- |  | ---------------- | ------- | ------------------------
|                                                                                       |  | 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)                              |  |                  | 23,167  |                         
|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)           |  |                  | 37,500  |                         
|Convertible note payable
    issued September 18, 2018, due on September 18, 2019 (FF) |  |                  | 22,500  |                         
|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)  |  |                  | 200,000 |                         
|Convertible note payable
    issued February 4, 2019, due on August 4, 2019 (II)       |  |                  | 170,000 |                         
|                                                                                       |  |                  |         |                         





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021







|Convertible note
    payable issued February 13, 2019, due on November 13, 2019 (JJ) |  |   | 75,000    |  |  |   | 80,314    |  |  |   | 75,000    |  |  |   | 100,000   | 
|------------------------------------------------------------------------------------ |  | - | --------- |  |  | - | --------- |  |  | - | --------- |  |  | - | --------- | 
|Convertible note payable
    issued November 15, 2018, due on November 15, 2019 (KK) |  |   | 20,000    |  |  |   | 24,000    |  |  |   | 20,000    |  |  |   | 26,667    | 
|Convertible note payable
    issued November 30, 2018, due on November 30, 2019 (LL) |  |   | 5,000     |  |  |   | 6,000     |  |  |   | 5,000     |  |  |   | 6,667     | 
|Convertible note payable
    issued December 6, 2018, due on December 6, 2019 (MM)   |  |   | 3,000     |  |  |   | 3,600     |  |  |   | 3,000     |  |  |   | 4,000     | 
|Convertible note payable
    issued December 11, 2018, due on December 11, 2019 (NN) |  |   | 10,000    |  |  |   | 12,000    |  |  |   | 10,000    |  |  |   | 13,333    | 
|Convertible note payable
    issued June 10, 2019, due on March 10, 2020 (OO)        |  |   | 58,750    |  |  |   | 70,500    |  |  |   | 58,750    |  |  |   | 78,333    | 
|Convertible note payable
    issued September 5, 2019, due on September 5, 2020 (PP) |  |   | 12,500    |  |  |   | 15,000    |  |  |   | 12,500    |  |  |   | 20,833    | 
|Convertible note payable
    issued October 23, 2019, due on April 23, 2020 (QQ)     |  |   | —         |  |  |   | —         |  |  |   | 250,000   |  |  |   | 333,333   | 
|Convertible
    note payable issued November 30, 2020, due on November 30, 2021 (SS) |  |   | 170,000   |  |  |   | 1,020,000 |  |  |   | —         |  |  |   | —         | 
|Totals                                                                               |  | $ | 1,041,423 |  |  | $ | 2,006,815 |  |  | $ | 1,121,423 |  |  | $ | 1,488,745 | 



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, 2021 include (1) stock price of $0.0006 per share, (2) exercise prices ranging
from $0.0001 to $0.0005 per share, (3) terms ranging from 0 days to 183 days, (4) expected volatility of 996% and (5) risk free
interest rates ranging from 0.01% to 0.03%.



Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2020 include (1) stock price of $0.0005 per share, (2) exercise prices ranging
from $0.00012 to $0.00018 per share, (3) terms ranging from 0 days to 97 days, (4) expected volatility of 863% and (5) risk free
interest rates ranging from 0.13% to 0.14%.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



Concentration of Derivative Liability:



The derivative liability relates
to convertible notes payable due to:



|                    |  | May
    31, 2021 |           | May
    31, 2020
|------------------- |  | ---------------- | --------- | ----------------
|                    |  |                  |           |                 
|Lender A            |  | $                | 27,801    |                 
|Lender B            |  |                  | 293,884   |                 
|Lender C            |  |                  | 1,171,009 |                 
|Lender D            |  |                  | 80,316    |                 
|Lender E            |  |                  | 82,600    |                 
|6
    other lenders |  |                  | 351,205   |                 
|                    |  |                  |           |                 
|Total               |  | $                | 2,006,815 |                 



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.



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 100,000 shares of common stock of
the Company were issued to the TMG shareholders.



TMG was incorporated on August 3,
2018. The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health,
beauty, and social networking products. The three stockholders of TMG prior to the merger who received the 100,000 shares are (1)
Marc Angell (CEO of the Company) and Jacquie Angell (50,000 shares), (2) The OZ Corporation (holder of $103,250 of Company notes
payable at May 31, 2020 and 2019 (25,000 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 (25,000 shares). Pursuant to ASC 805-50-30-5 relating to transactions between entities under common
control, the intellectual property of TMG (and the issuance of the 100,000 shares of common stock) 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 62,458,453 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 62,458,453 shares at the dates of conversion over the $78,315 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, 2021



On August 28, 2019, the Securities
and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection
with the Company’s offering of up to 1,333,333,333 shares of common stock at a price of $0.0075 per share or a total offering
of $10,000,000. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $0.0075
per share to $0.0035 per share. On February 25,2020, the Company amended its Form 1-A Offering Circular to reduce the offering
price to $0.0007 per share. As part of this offering, during the year ended May 31, 2020, the Company issued an aggregate of 117,866,667
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 160,000,000 shares
of our common stock to GNE’s stockholders. Following the merger, the Company had 161,061,647 shares of common stock issued
and outstanding. GNE was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000,000
shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control,
the intellectual property of GNE (and the issuance of the 160,000,000 shares of common stock) were recorded at $-0-, the historical
cost of the property to GNE. During the three months ended February 29, 2020, the Company issued an additional 33,000,000 shares
of common stock as part of the merger.



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



At May 31, 2021 and 2020, there are
no stock options or warrants outstanding.



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 and has a term expiring
December 31, 2021. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation
of $15,000 and has a term expiring July 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, 2021 and 2020. 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.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2021



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.



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, 2021, the Company had negative working capital of $4,780,792
and an accumulated deficit of $11,762,237. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern.



To date the Company has funded its
operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year
ended May 31, 2022 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s
ability to continue operations.



The Company is attempting to improve
these conditions by way of financial assistance through issuances of 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



From June 1, 2021 to October 1, 2021,
the Company issued a total of 3,298,115,857 shares of its common stock for the conversion of notes payable and accrued interest
in the aggregate amount of $58,606. The $1,614,492 excess of the $1,673,098 fair value of the 3,298,115,857 shares at the dates
of conversion over the $58,606 of debt satisfied will be charged to “Loss on conversion of notes payable and accrued interest”
in the three months ended August 31, 2021.



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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, 2021, 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 ineffective as of the end of the period covered by this annual report because there was
no segregation of the duties with only a sole member in our management team. This  member handles all accounting duties
including the recording of transactions, paying bills and reconciling the bank account. Although we have minimized this risk by
having an external accountant review all transactions and make the appropriate adjustments, we will consider this a material
weakness. Our board of directors has only one member. 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, 2020. 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, 2021, our internal control over financial reporting
is ineffective 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.



None.

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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)              |  | 63  |  | 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;



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·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);



·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, 2021, 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, 2019 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, 2019; thus these
items are omitted from the table below:



|Summary Compensation
    Table                                       |  |            |      |        |  |                                                       |   |                               
|-------------------------------------------------------------------- |  | ---------- | ---- | ------ |  | ----------------------------------------------------- | - | ------------------------------
|Name
                                         and Principal Position |  | FiscalYear |      | Salary |  | Stock
                                         Awards |   | All
    Other Compensation (1)
|                                                                     |  |            |      |        |  |                                                       |   |                               
|Marc Angell                                                          |  |            | 2021 |        |  | $                                                     | — |                               
|Chief Executive Officer                                              |  |            | 2020 |        |  | $                                                     | — |                               
|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, 2021.



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)                                                                |  |                                  | — |                            |  |       | 193,050,001 |                                                                      
|Marc Angell(2)                                                                   |  |                                  | — |                            |  |       | 193,050,001 |                                                                      
|All directors/director
    nominees and executive officers as a group (1 person) |  |                                  | — |                            |  |       | 193,050,001 |                                                                      





| | (1) | Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 193,050,001 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 193,050,001
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

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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.



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.



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, 2021 and 2020:



|                   |  | 2021 |        | 2020
|------------------ |  | ---- | ------ | ----
|Audit Fees         |  | $    | 35,000 |     
|Audit Related Fees |  |      | -0-    |     
|Tax Fees           |  |      | -0-    |     
|All Other Fees     |  |      | -0-    |     
|Total Fees         |  | $    | 35,000 |     



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  |            
|               | 3.1  |            
|               | 14.1 |            
|               | 21.1 |            
|               | 31.1 |            
|               | 32   |            













































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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.



|                      |                                                                           | The Marquie Group, Inc.
|--------------------- | ------------------------------------------------------------------------- | -----------------------
|                      |                                                                           |                        
|                      |                                                                           |                        
|                      | /s/ Marc Angell                                                          
|Dated: April 11, 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 | April 11, 2022
|--------------- |  | ----------------------- | --------------
|Marc Angell     |  |                        





|//s/ Marc Angell |  | Director | April 11, 2022
|---------------- |  | -------- | --------------
|Marc Angell      |  |         





















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