UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-K



|☒                                                      |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------
|                                                       |  | For the year ended May 31, 2019                                                     
|☐                                                      |  | 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.)
|                                                                       |  |                                             
|3225 McLeod Drive, Suite 100
        Las Vegas, Nevada                 |  | 89121                                       
|(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, 2018 was $385,680.



As of September 10, 2019, there were 1,061,356 shares of common
stock issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: 
None.







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|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.         
|                 





3


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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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









































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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 is now
operating a multi-media entertainment company, producing television shows and radio programming. The Company changed its name to
Music of Your Life, Inc. effective July 26, 2013.



The Company merged into
The Marquie Group, Inc. on August 16, 2018, which was founded by Jacquie Carter prior to its merger with the Company . Jacquie
Carter is a former Executive Director of Worldwide Training and Education at Herbalife Nutrition. During her 18 years with Herbalife,
Jacquie created and launched over 60 products worldwide, which have accumulated more than $1-billion in sales.



Internet Licensing has
transformed the advertising landscape in a way that is detrimental to advertising sales for terrestrial radio. In response to this,
Music of Your Life and the Company began to explore developing a product line to be marketed through radio spots on the Company’s
syndicated radio network. At the same time the Company was in an exploratory phase of developing amino-acid-based health and beauty
care products. The Music of Your Life merged into the Company though Share Exchange Agreement in August 2018.



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 Company is currently
operating two businesses; a nationally syndicated radio network called “Music of Your Life”, broadcasting on AM, FM,
and HD terrestrial radio stations across the United Sates, and heard around the world over the Internet; and 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, with and without non-THC CBD oil. The Company plans to market the new Whim products
on the Music of Your Life network upon launch.



Our Business Strategy



The Company is currently
developing a direct-to-consumer, health and beauty products platform that use innovative formulations of plant-based, amino-acids,
and other natural alternatives to chemical ingredients, with and without non-THC CBD oil. Our branded, solution-driven slate of
multiple SKU’s includes facial masks, facial serums, eye serums, CBD tinctures, and beauty drinks, each with unique, skin
and complexion enhancing properties. Marketing plan includes a multi-channel, national sales program developed by the Company’s
team of health and

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beauty product marketing specialists that will target consumers through proven and tested inspirational branding
and sensorial experience. The products will be introduced initially on the Company’s nationally syndicated radio network,
Music of Your Life, the Company’s vast social media connections, as well as Jacquie Carter’s social media reach which
covers more than 90-countries. The Company launched a new product-centric website at www.simplywhim.com for people to sign-up and
receive discounts upon product launch. Please review our Risk Factors for limitations on advertising CBD products.



| | ● | Direct-to-consumer, health and beauty products platform that use innovative formulations of plant-based, amino-acids, with and without non-THC CBD alternatives to chemical ingredients.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Branded, solution-driven slate of multiple SKU’s planned for a 2019 launch - a facial mask, a facial serum, a beauty drink, and CBD oil tinctures, each with unique, skin and complexion enhancing properties.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Marketing plan includes a multi-channel, national sales program developed by the Company’s team of health and beauty product marketing specialists that will target consumers through proven and tested inspirational branding and sensorial experience.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our skin care formulations
will be made without Sulfates SLS and SLES, parabens, formaldehydes, formaldehyde-releasing agents, phthalates, mineral oil, retinyl
palmitate, oxybenzone, coal tar, hydroquinone, triclosan, triclocarban. Only formulas which have less than one percent of synthetic
fragrances will be sent to market.



According to the Physician’s
Desk Reference approximately 10-20% of vitamins and minerals taken in supplement form are actually absorbed by the body. Because
of this low rate of absorption typical multi-vitamins are not enough for us to obtain the vital nutrients our bodies need.
And especially not the skin. Our ultimate goal is to be able supply both topical, nutrient driven products as well as accompanying
beauty drinks. This will allow for a wonderful synergy inside and out and will assure us that we are taking the necessary steps
to protect our bodies and look good and feel good while doing it.



The
products will be introduced on the Company’s Nationwide Syndicated Radio Network, Music of Your Life, which is also simulcast
to a worldwide audience over the Internet. Product videos and Blog Posts will be featured at www.simplywhim.com, www.whimandadare.com,
www.whimbeauty.com, andwww.musicofyourlife.com



Objectives



Our
branded, solution-driven slate of multiple SKU’s includes facial masks, facial serums, eye serums, CBD tinctures, and beauty
drinks, each with unique, skin and complexion enhancing properties. Marketing plan includes a multi-channel, national sales program
developed by the Company’s team of health and beauty product marketing specialists that will target consumers through proven
and tested inspirational branding and sensorial experience. The new WhimTM products will be introduced initially on the Company’s
nationally syndicated radio network, Music of Your Life, the Company’s streaming video channels, and our access to social
media reach which covers more than 90-countries, on the Company recently released website,www.simplywhim.com.



Market Advantage



Music of Your Life®
can be heard on AM, FM, and HD radio stations across the U.S., including 5 of the top 10 markets, and to more than 90 countries
worldwide over the Internet. This well-established listener base gives the company a strong market advantage over the typical Internet
radio service.



Our product formulation
and branding present distinct advantages:



| | 1. | WhimTM - Beauty Drink. A fortified Beauty Drink powder, sold in portable on-the-go sachets, that easily dissolves in water for nutrition on-the-go. Beverage powder formulas under development will contain a targeted blend of ingredients that includes Amino Acids, Antioxidant Vitamins, “Super Food” (Acai, Moringa, Blueberry, etc.) Puree Blends, Hydrolyzed Collagen, and, in certain instances, non-THC, water-soluble CBD. These products will be sweetened with natural ingredients without the use of sugar.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 2. | WhimTM - Face Serum. An AM/PM youth enhancing facial serum infused non-THC, water-soluble CBD oil and a proprietary blend of amino acids and other natural ingredients that help to address skin aging through additional plant-based technologies.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | WhimTM - Beauty Scrub/Mask. A treatment facial mask that delivers anti-aging ingredients to the skin to leave it looking and feeling more youthful.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



These products are to be
produced without sulfates SLS and SLES, parabens, formaldehydes, formaldehyde-releasing agents, phthalates, mineral oil, retinyl
palmitate, coal tar, hydroquinone, triclosan, or triclocarban.



Competition



There are a few well-established
companies selling health products containing CBD derived from hemp, and hundreds of new upstarts proposing virtually the same business
model as the Company. However, many of these companies fail quickly, and the lack of regulatory guidelines has caused many of these
companies unable to sell their products.



Employees



As of May 31, 2019, Marc
Angell (Director and Chief Executive Officer) and Jacquie Carter (President) are non-employee officers and/or directors of the
Company. The Company has no official employees. We currently have 4 on-air talent paid as part-time contractors, 1 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
in the event that 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.



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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 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121, 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 the OTCQB under the symbol “TMGI”. We had approximately 2,257 registered holders of our common stock as of May 31,
2019. 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 10, 2019 was $0.03 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, 2019 |  |               
|Fourth quarter      |  | $             
|Third quarter       |  | $             
|Second quarter      |  | $             
|First quarter       |  | $             
|                    |  |               
|Fiscal May 31, 2018 |  |               
|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.



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

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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 certain registered trademarks and intellectual
property of TMG 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 Company is currently
operating two businesses; a nationally syndicated radio network called “Music of Your Life”, broadcasting on AM, FM,
and HD terrestrial radio stations across the United Sates, and heard around the world over the Internet; and 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, with and without non-THC CBD oil. The Company plans to market the new Whim products
on the Music of Your Life network upon launch.



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, 2019 and 2018.



Revenues. The Company
generated net revenues of $5,269 during the year ended May 31, 2019 as compared to $5,745 for the year ended May 31, 2018. Revenues
were generated from spot sales, digital sales and subscription based sales from the live radio programming through radio stations
around the country.



Cost of Sales. Our
cost of sales was $-0- for both years ended May 31, 2019 and 2018. 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. Salaries and consulting expenses for the year ended May 31, 2019 were $451,000 as compared to $318,196 for the year
ended May 31, 2018. During the year ended May 31, 2019, we issued 5,000 shares (as adjusted for the September 4, 2019 1 for 400
reverse stock split) of common stock to consultants during the period which resulted in $41,000 recorded as consulting expenses.
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, 2019 were $88,169 as compared to $71,772 for the year ended May 31, 2018. We anticipate
that professional fees will increase in future periods as we scale up our operations.

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Other Selling, General
and Administrative Expenses. Other selling, general and administrative expenses were $130,909 for the year ended May 31, 2019
as compared to $97,048 for the year ended May 31, 2018. We anticipate that Other SG&A expenses will increase commensurate with
an increase in our operations.



Other Income (Expense).
The Company had net other expense of $2,985,637 for the year ended May 31, 2019 as compared to $144,393 for the year ended May
31, 2018. For the year ended May 31, 2019, the company incurred interest expense of $648,288, expense from derivative liability
of $628,119 and loss on conversion of notes payable and accrued interest of $1,709,230. For the year ended May 31, 2018 the company
incurred $416,847 in interest expense and income from derivative liability of $272,454.



Liquidity and Capital Resources



As of May 31, 2019, our
primary source of liquidity consisted of $6,297 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, 2019 of $7,948,240 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, 2019 of $3,650,446. 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.

13


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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         





























14


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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



I have audited the accompanying consolidated balance sheets of The
Marquie Group, Inc. (the “Company”) as of May 31, 2019 and 2018 and the related consolidated statements of operations,
stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to
as the “financial statements”). In my opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of The Marquie Group, Inc. as of May 31, 2019 and 2018 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. My responsibility is to express an opinion on the Company’s financial statements based on my 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.



I conducted my audit in accordance with the standards of the PCAOB.
Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor was I engaged to perform,
an audit of its internal control over financial reporting. As part of my audit I am 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, I express no such opinion.



My 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.
My 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. I believe that my audit provides a reasonable basis for my opinion.







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

Michael T. Studer CPA P.C.





Freeport, New York

September 13, 2019



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

15


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|THE MARQUIE GROUP, INC.                               
|------------------------------------------------------
|(formerly Music of Your Life, Inc.)                   
|Consolidated Balance Sheets                           
|                                                      
|ASSETS                                                
|                                                      
|                                                      
|                                                      
|CURRENT ASSETS                                        
|                                                      
|Cash and cash equivalents                             
|Loans receivable from related party                   
|                                                      
|Total Current Assets                                  
|                                                      
|OTHER ASSETS                                          
|                                                      
|Music inventory                                       
|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                                         
|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, 382,717 and 2,277 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



16


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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 (including stock-based       
|compensation of $41,000 and $-0-, respectively)           
|Professional fees                                         
|Other selling, general and administrative                 
|                                                          
|Total Operating Expenses                                  
|                                                          
|LOSS FROM OPERATIONS                                      
|                                                          
|OTHER INCOME (EXPENSES)                                   
|                                                          
|Income (expense) from derivative liability                
|Interest expense (including amortization of debt discounts
|of $417,587 and $187,103, repectively)                    
|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 loss per common share                                 
|                                                          
|Weighted average shares outstanding                       
|                                                          





The accompanying notes are an integral
part of these financial statements











17


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|THE MARQUIE GROUP, INC.                         
|------------------------------------------------
|Consolidated Statements of Stockholders' Deficit
|For the Period from June 1, 2017 to May 31, 2019
|                                                
|                                                
|                                                
|                                                
|                                                
|Balance, June 1, 2017                           
|                                                
|Common stock issued for conversion              
|of debt                                         
|                                                
|Common shares issued for cash                   
|                                                
|Net loss for the year ended                     
|May 31, 2018                                    
|                                                
|Balance, May 31, 2018                           
|                                                
|Common stock issued for merger                  
|with The Marquie Group, Inc.                    
|                                                
|Rounded up shares issued in connection          
|with reverse stock split                        
|                                                
|Common stock issued for conversion              
|of debt                                         
|                                                
|Common shares issued for services               
|                                                
|Net loss for the year ended                     
|May 31, 2019                                    
|                                                
|Balance, May 31, 2019                           
|                                                



Note: The above statement reflects retroactively the 1 share for 4,000 shares
reverse split effective June 20, 2018 and 1 share

for 400 shares reverse stock split effective September 4, 2019.



The accompanying notes are an integral
part of these financial statements



18


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|THE MARQUIE GROUP, INC.                                    
|-----------------------------------------------------------
|(formerly Music of Your Life, Inc.)                        
|Consolidated Statements of Cash Flows                      
|                                                           
|                                                           
|                                                           
|                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                      
|                                                           
|Net loss                                                   
|Adjustments to reconcile net income (loss) to net          
|cash used by operating activities:                         
|Promissory note issued for services                        
|Stock-based compensation                                   
|Depreciation of music inventory                            
|Expense (Income) from derivative liability                 
|Amortization of debt discounts                             
|Non-cash interest expense                                  
|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:                      
|                                                           
|Music inventory                                            
|Trademark costs                                            
|                                                           
|Net Cash Used by Investing Activities                      
|                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                      
|                                                           
|Bank overdraft                                             
|Proceeds from sale of common stock                         
|Proceeds from notes payable                                
|Net proceeds from notes payable to related parties         
|Payments on notes payable to related parties               
|                                                           
|Net Cash Provided by Financing Activities                  
|                                                           
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       
|                                                           
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             
|                                                           
|CASH AND CASH EQUIVALENTS, END OF PERIOD                   
|                                                           
|SUPPLEMENTAL CASH FLOW INFORMATION                         
|                                                           
|Cash Payments For:                                         
|Interest                                                   
|Income taxes                                               
|                                                           
|Non-cash investing and financing activities:               
|Initial derivative liability charged to debt discounts     
|Conversion of debt and accrued interest into common stock  
|Common stock issued for merger with The Marquie Group, Inc.
|Promissory note issued for accrued consulting fees         
|Accrued interest added to notes payable principal balances 

The accompanying notes are an integral part
of these financial statements

19


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019



NOTE 1 -ORGANIZATION



Music of Your Life, Inc. (the “Company”)
was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea
Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and
marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high
quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement
(the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”)
incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to
which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company,
and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., and is now operating a multi-media entertainment
company, producing live concerts, television shows and radio programming. 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 9),
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 launch a
direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids
and other natural alternatives to chemical ingredients, with and without non-THC CBD oil.



NOTE 2 -SIGNIFICANT
ACCOUNTING POLICIES



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



a.       Principles
of Consolidation



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



b.       Accounting
Method



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



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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



Revenue is recognized upon completion
of services or delivery of goods where the sales price is fixed or determinable and collectability is reasonably assured. 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 $438 and $4,301 for the years ended May 31, 2019 and 2018, respectively.



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.



At May 31, 2019, the Company had
net operating loss carryforwards of approximately $3,889,862, of which $3,035,346 expires in varying amounts through 2038 and $854,516
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.

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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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, 2019 and 2018:



|                       |  | May 31, 2019 |          | May 31, 2018
|---------------------- |  | ------------ | -------- | ------------
|Deferred tax assets:   |  |              |          |             
|NOL Carryover          |  | $            | 816,871  |             
|Valuation allowance    |  |              | (816,871 | )           
|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% and 34%, respectively, to pretax income
(loss) for the years ended May 31, 2019 and 2018 due to the following:



|                                                                         |  | May 31, 2019 |          | May 31, 2018
|------------------------------------------------------------------------ |  | ------------ | -------- | ------------
|Expected tax (benefit) at 21% and 34%, respectively                      |  | $            | (766,594 | )           
|Non-deductible stock-based expenses                                      |  |              | 8,610    |             
|Non-deductible expense (non-taxable income) from derivative liability    |  |              | 131,905  |             
|Non-deductible amortization of debt discounts                            |  |              | 87,693   |             
|Non-deductible loss on conversions of notes payable and accrued interest |  |              | 358,938  |             
|Remeasurement of deferred income tax from 34% to 21% (a)                 |  |              | —        |             
|Change in valuation allowance                                            |  |              | 179,448  |             
|Provision for income taxes                                               |  | $            | —        |             



| | (a) | As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate
income tax rate became 21% effective January 1, 2018. Accordingly, we reduced our deferred income tax asset relating to our net
operating loss carryforward (and the valuation allowance thereon) by $394,595 from $1,032,018 to $637,423 as of May 31, 2018.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2019.



22


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019



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, 2019 and 2018.



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 (see Note 10). As of May 31, 2019, the balance
due on this loan was $15,950.

23


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019



NOTE 5 - MUSIC INVENTORY



Music inventory consisted of the
following:



|                                                       |  | May 31, 2019 |         | May 31, 2018
|------------------------------------------------------ |  | ------------ | ------- | ------------
|Digital music acquired for use in operations – at cost |  | $            | 20,076  |             
|Accumulated depreciation                               |  |              | (10,679 | )           
|Music inventory – net                                  |  | $            | 9,397   |             



The Company purchases digital music
to broadcast over the radio and internet. During the year ended May 31, 2019, the Company purchased $3,021 worth of music inventory.
For the years ended May 31, 2019 and 2018, depreciation on music inventory was $3,305 and $7,374, respectively.



NOTE 6 – ACCRUED CONSULTING FEES



Accrued consulting fees consisted
of the following:



|                                                                                                                                                           |  | May 31, 2019 |         | May 31, 2018
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ------------
|Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000                              |  | $            | 74,300  |             
|Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000                |  |              | 90,500  |             
|Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 – monthly compensation of $5,000                 |  |              | 101,350 |             
|Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 |  |              | 144,700 |             
|Due to service provider pursuant to Consulting Agreement dated September 1, 2015 – monthly compensation of $1,000                                          |  |              | 45,000  |             
|Due to two other service providers                                                                                                                         |  |              | 19,500  |             
|Total                                                                                                                                                      |  | $            | 475,350 |             



















24


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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





The accrued consulting fees balance
changed as follows:



|                                                               |  | Year Ended  
|-------------------------------------------------------------- |  | ------------
|                                                               |  | May 31, 2019
|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:



































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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





|                                                                                                                                                     |  | May 31, 2019 |        | May 31, 2018
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ------------
|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 (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 entity, interest at 10%, due on March 17, 2017, in default (Q)                                                        |  |              | —      |             
|Convertible note payable to an entity, interest at 10%, due on April 21, 2017, in default (R)                                                        |  |              | 35,496 |             
|Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default (S)                                                         |  |              | 64,233 |             
|Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default (T)                                                       |  |              | —      |             
|Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default (U)                                                      |  |              | 8,313  |             
|Convertible note payable to an individual, interest at 10%, due on demand (V)                                                                        |  |              | 46,890 |             
|Convertible note payable to an individual, interest at 8%, due on demand (W)                                                                         |  |              | 29,000 |             
|Convertible note payable to an individual, interest at 8%, due on demand (X)                                                                         |  |              | 21,500 |             
|Convertible note payable to an entity, interest at 10%, due on demand (Y)                                                                            |  |              | 8,600  |             
|Convertible note payable to an entity, interest at 12%, due on March 16, 2018, in default (Z)                                                        |  |              | 54,992 |             
|Convertible note payable to an entity, interest at 10%, due on January 11, 2019, in default – net of discount of $-0- and $54,247, respectively (AA) |  |              | 35,381 |             
|Convertible note payable to an entity, interest at 10%, due on demand (CC)                                                                           |  |              | 50,000 |             
|Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default – net of discount of $-0- and $26,658, respectively (DD)    |  |              | 35,000 |             
|Convertible note payable to an entity, interest at 10%, due on April 4, 2019, in default – net of discount of $-0- and $31,644, respectively (EE)    |  |              | 37,500 |             
|                                                                                                                                                    

26




|Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $6,781 and $-0-, respectively (FF)  |  |   | 15,719     |   |  |   | —        |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ---------- | - |  | - | -------- | -
|Convertible note payable to an entity, interest at 10%, due on September 18, 2019 – net of discount of $5,425 and $-0-, respectively (GG)  |  |   | 12,575     |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on September 19, 2019 – net of discount of $81,022 and $-0-, respectively (HH) |  |   | 118,978    |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on August 4, 2019 – net of discount of $61,050 and $-0-, respectively (II)     |  |   | 108,950    |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on November 13, 2019 – net of discount of $45,604 and $-0-, respectively (JJ)  |  |   | 29,396     |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on November 15, 2019 – net of discount of $9,205 and $-0-, respectively (KK)   |  |   | 10,795     |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on November 30, 2019 – net of discount of $2,507 and $-0-, respectively (LL)   |  |   | 2,493      |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on December 6, 2019 – net of discount of $1,553 and $-0-, respectively (MM)    |  |   | 1,447      |   |  |   | —        |  
|Convertible note payable to an entity, interest at 10%, due on December 11, 2019 – net of discount of $5,315 and $-0-, respectively (NN)   |  |   | 4,685      |   |  |   | —        |  
|Notes payable to individuals, non-interest bearing, due on demand                                                                          |  |   | 103,476    |   |  |   | 103,476  |  
|Total Notes Payable                                                                                                                        |  |   | 1,114,919  |   |  |   | 820,753  |  
|Less: Current Portion                                                                                                                      |  |   | (1,114,919 | ) |  |   | (820,753 | )
|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, 2019





(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, 2019





(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.



(Q) On June 17, 2016, the Company
issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bore interest at a rate of
10% per annum (24% per annum default rate), was due on March 17, 2017, and was convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to the lesser of 55% of the lowest Trading Price during the 25 Trading
Day period (a) prior to June 17, 2016 or (b) prior to the Conversion Date. See Note 9 (Derivative Liability).



(R) On July 21, 2016, the Company
issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of
10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to $0.0005 per share.



(S) On September 13, 2016, the Company
issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of
10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to $0.0005 per share.



(T) On November 16, 2016, the Company
issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bore interest at a rate of
12% per annum (24% per annum default rate), was due on August 16, 2017, 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 25 Trading Day period prior
to the Conversion Date. See Note 9 (Derivative Liability).



(U) On January 31, 2017, the Company
issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of
12% per annum (24% per annum default rate), was due on October 31, 2017, 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).



(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%

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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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.



(Z) On June 16, 2017, the Company
issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of
12% per annum (24% per annum default rate), was due on March 16, 2018, 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).



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



(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, is 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, is 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, is due on September 19, 2019, and is convertible at the option of the lender into shares of the Company common
stock at a

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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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, is 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, is 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, is  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, is  due on December 6, 2019, and is convertible at the option of the
lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20
Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).



(NN) On December 11, 2018, the
Company issued a $10,000 Convertible Promissory Note (Tranche 7 of (AA) above) to a lender for net loan proceeds of $10,000.
The note bears interest at a rate of 10% per annum,  is due on December 11, 2019, and is convertible at the option of the
lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20
Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).





Concentration of Notes Payable:



The principal balance of the notes payable at
May 31, 2019 was due to:

|Lender A            |  | $ | 333,033   |  
|------------------- |  | - | --------- | -
|Lender B            |  |   | 200,000   |  
|Lender C            |  |   | 133,381   |  
|15 other lenders    |  |   | 666,967   |  
|                    |  |   |           |  
|Total               |  |   | 1,333,381 |  
|                    |  |   |           |  
|Less debt discounts |  |   | (218,462  | )
|                    |  |   |           |  
|Net                 |  | $ | 1,114,919 |  





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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





NOTE 8 - NOTES PAYABLE – RELATED PARTIES



Notes payable – related parties
consisted of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                  |  | May 31, 2019 |          | May 31, 2018
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | ------------
|Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured                                                                                                                                                                                                                                                                                                         |  | $            | —        |             
|Note payable to Company law firm, non-interest bearing, due on demand, unsecured                                                                                                                                                                                                                                                                                                                                  |  |              | 2,073    |             
|Notes payable to The OZ Corporation (owner of 25,000 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured                                                                                                                                                                                                                                                                |  |              | 103,250  |             
|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 6 (Derivative Liability) |  |              | 50,000   |             
|Total Notes Payable                                                                                                                                                                                                                                                                                                                                                                                               |  |              | 155,323  |             
|Less: Current Portion                                                                                                                                                                                                                                                                                                                                                                                             |  |              | (155,323 | )           
|Long-Term Notes Payable                                                                                                                                                                                                                                                                                                                                                                                           |  | $            | —        |             



In the three months ended February
28, 2019, the Company paid the wife of the Company’s Chief Executive Officer a total of $50,000 for repayment due her ($24,593)
and agreed interest expense ($25,407).

















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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





NOTE 9 - DERIVATIVE LIABILITY



The derivative liability at May 31,
2019 and 2018 consisted of:



|                                                                                   |  | May 31, 2019 |         | May 31, 2018        
|---------------------------------------------------------------------------------- |  | ------------ | ------- | --------------------
|                                                                                   |  | Face Value   |         | Derivative Liability
|Convertible note payable issued December 29, 2015, due December 29, 2016 (M)       |  | $            | 40,000  |                     
|Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)              |  |              | —       |                     
|Convertible note payable issued November 16, 2016, due August 16, 2017 (T)         |  |              | —       |                     
|Convertible note payable issued January 31, 2017, due August 31, 2017 (U)          |  |              | 8,313   |                     
|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 June 16, 2017, due on March 16, 2018 (Z)           |  |              | 54,992  |                     
|Convertible note payable issued January 11, 2018 (AA)                              |  |              | 35,381  |                     
|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) |  |              | 18,000  |                     
|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 |                     
|Convertible note payable issued February 13, 2019, due on November 13, 2019 (JJ)   |  |              | 75,000  |                     
|Convertible note payable issued November 15, 2018, due on November 15, 2019 (KK)   |  |              | 20,000  |                     
|Convertible note payable issued November 30, 2018, due on November 30, 2019 (LL)   |  |              | 5,000   |                     
|Convertible note payable issued December 6, 2018, due on December 6, 2019 (MM)     |  |              | 3,000   |                     
|Convertible note payable issued December 11, 2018, due on December 11, 2019 (NN)   |  |              | 10,000  |                     
|Totals                                                                             |  | $            | 885,186 |                     



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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, 2019 include (1) stock price of $0.60 per share, (2) exercise prices ranging
from $0.15 to $0.20 per share, (3) terms ranging from 0 days to 166 days, (4) expected volatility of 490% and (5) risk free interest
rates ranging from 0.86% to 2.35%.



Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2018 include (1) stock price of $160.00 per share, (2) exercise prices ranging
from $64.00 to $96.00 per share, (3) terms ranging from 0 days to 278 days, (4) expected volatility of 527% and (5) risk free interest
rates ranging from 1.76% to 2.23%.





Concentration of Derivative Liability:



The derivative liability at May 31, 2019 relates
to convertible notes payable due to:

|Lender A        |  | $ | 479,155   | 
|--------------- |  | - | --------- | 
|Lender B        |  |   | 512,469   | 
|Lender C        |  |   | 260,572   | 
|Lender D        |  |   | 187,500   | 
|6 other lenders |  |   | 365.726   | 
|                |  |   |           | 
|Total           |  | $ | 1,805,422 | 







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.













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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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.



During the year ended May 31, 2018,
the Company issued an aggregate of 697.05 shares of common stock for the conversion of notes payable and interest in the aggregate
amount of $54,653.



During the year ended May 31, 2018,
the Company issued 7.375 shares of common stock for cash in the amount of $500.



On August 16, 2018, the Company entered
into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant
to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received .0025 shares of
common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms
of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100,000 shares of common stock of
the Company were issued to the TMG shareholders.



TMG was incorporated on August 3,
2018. The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health,
beauty, and social networking products. The three stockholders of TMG prior to the merger who received the 100,000 shares are (1)
Marc Angell (CEO of the Company) and Jacquie Angell (50,000 shares), (2) The OZ Corporation (holder of $103,250 of Company notes
payable at May 31, 2019 and 2018 (25,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes
payable at May 31, 2019 and 2018 (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 TMG.



During the year ended May 31, 2019,
the Company issued an aggregate of 275,435 shares of common stock for the conversion of notes payable and accrued interest in the
aggregate amount of $283,977. We incurred a loss on the conversion of notes payable and accrued interest of $1,709,230, which represents
the excess of the $1,993,207 fair value of the 275,435 shares at the dates of conversion over the $283,977 amount of debt satisfied.



On October 16, 2018, the Company
issued 5,000 shares of its common stock to the consulting firm entity discussed in Note 10. The $41,000 estimated fair value of
the 5,000 shares (based on the
$8.20 closing price of our common stock on October 16, 2018) has been expensed and included in “Salaries and Consulting Fees”
in the year ended May 31, 2019.



At May 31, 2019 and 2018, 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

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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019





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, 2020. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provides 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 is month-to-month. The other 3 consulting agreements in effect at May 31,
2019 provide for monthly compensation totaling $3,000.



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 has been expensed
and included in “Salaries and Consulting Fees” in the accompanying Consolidated Statement of Operations for the year
ended May 31, 2018. No other amounts have been accrued at May 31, 2018 and 2019.



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.



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, 2019, the Company had negative working capital of $3,810,142
and an accumulated deficit of $7,948,240. 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, 2020 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s
ability to continue operations.



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



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



NOTE 13 – SUBSEQUENT EVENTS



On August 28, 2019, the Securities
and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection
with the Company’s offering of up to 1,333,333,333 shares of common stock at a price of $0.0075 per share or a total offering
of $10,000,000. The end date of the offering is August 28, 2020.



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THE MARQUIE GROUP, INC.

(formerly Music of Your Life, Inc.)

Notes to the Consolidated Financial Statements

May 31, 2019







From June 1, 2019 to August 31, 2019,
the Company issued a total of 676,382 shares of its common stock for the conversion of notes payable and accrued interest in the
aggregate amount of $65,820. The $86,699 excess of the $152,519 fair value of the 676,382 shares at the dates of conversion over
the $65,820 of debt satisfied will be charged to “Loss on conversion of notes payable and accrued interest” in the
three months ended August 31, 2019.



























































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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, 2019 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, 2019, 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. 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, 2019. 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, 2018, 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)              |  | 58  |  | Mr. Angell, age 61, 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,
        and in 2009 formed Global Radio Network, Inc as its CEO to operate the syndicated radio network known as Music of Your Life. 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. Angell has entered into deals
        with Time-Life for music catalogs. 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 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121



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);



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



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



·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, 2019, 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, 2019, 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 promotehonest
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
|                           
|Marc Angell                
|Chief Executive Officer    
|Secretary                  



| | (1) | Consulting fees paid. 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, 2019.



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 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121. As of
September 10, 2019, there were 1,061,356 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)                                                            |  |                                  | —      |                            |  |       | 50,018 |                             
|Marc Angell(2)                                                               |  |                                  | —      |                            |  |       | 50,018 |                             
|John D. Thomas, P.C.                                                         |  |                                  | 25,000 |                            |  |       | —      |                             
|The Oz Corporation                                                           |  |                                  | 25,000 |                            |  |       | —      |                             
|All directors/director nominees and executive officers as a group (1 person) |  |                                  | —      |                            |  |       | 50,018 |                             



| | (1) | Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 50,018 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 50,018
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 80.93% 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 10, 2019, 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, 2019 and 2018:



|                   |  | 2019 |        | 2018
|------------------ |  | ---- | ------ | ----
|Audit Fees         |  | $    | 29,000 |     
|Audit Related Fees |  |      | 2,000  |     
|Tax Fees           |  |      | -0-    |     
|All Other Fees     |  |      | -0-    |     
|Total Fees         |  | $    | 31,000 |     



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.



|                          |                                                                           | MUSIC OF YOUR LIFE, INC.
|------------------------- | ------------------------------------------------------------------------- | ------------------------
|                          |                                                                           |                         
|                          |                                                                           |                         
|                          | /s/ Marc Angell                                                          
|Dated: September __, 2019 | 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 | September 13, 2019
|--------------- |  | ----------------------- | ------------------
|Marc Angell     |  |                        





|//s/ Marc Angell |  | Director | September 13, 2019
|---------------- |  | -------- | ------------------
|Marc Angell      |  |         





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