THE MARQUIE GROUP, INC. 10-Q

 false 2024 FY 0001434601

 2024-08-31

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 2022-09-19
 2022-09-20

 2024-01-01
 2024-03-31

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington,
DC 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, 2024

 Transition report pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934

 For the transition period from ________ to ________.

 Commission file number: 000-54163

 (Exact name of registrant as specified in its
charter)

 Florida

 26-2091212

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification No.)

 7901 4 th St. N, Ste. 4887, St. Petersburgh, FL

 (Address of principal executive offices)

 33702

 (Zip Code)

 Registrant's telephone number, including
area code: ( 800) 351-3021

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

 Title of each class

 Trading Symbol

 Name of exchange on which registered

 Common stock, $0.0001 par value

 TMGI

 OTC Markets

 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

 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

 Emerging Growth

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during relevant recovery period pursuant to §240.10D-1(b).

 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, 2023, was $ 378,306.

 As of August 31, 2024, there were 3,888,065,460 shares of common stock
issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE: None.

 THE MARQUIE GROUP, INC., AND SUBSIDIARIES

 2024 FORM 10-K ANNUAL REPORT

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholders Matters and Issuers Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 CERTAIN DEFINITIONS

 Unless
the context requires otherwise, all references in this annual report to "The Marquie Group", "TMGI" or the "company,"
including references to The Marquie Group by "we" "us" "our" and "its" refer to The Marquie
Group, Inc., and our subsidiaries.

 CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

 The
Marquie Group makes "forward-looking statements" from time to time in both written reports (including this annual report)
and oral statements, within the meaning of federal and state securities laws. Disclosures that use words such as the company "believes,"
"anticipates," "estimates," "expects," "intends," "will," "may,"
"intends," "could," "would," "should," "seeks," "predicts," or
"plans" and similar expressions are intended to identify forward-looking statements, as defined under the Private Securities
Litigation Reform Act of 1995.

 You should not place undue
reliance on these forward-looking statements, which reflect our expectations based upon data available to the company as of the date of
this annual report. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from expectations. Except as required by law, the company undertakes no obligation to update or revise any forward-looking statements
made in this annual report. Any such forward-looking statements, whether made in this annual report or elsewhere, should be considered
in context with the various disclosures made by Salem about its business. These projections and other forward-looking statements fall
under the safe harbors of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act").

 ITEM 1. BUSINESS.

 Relationship with
Music of Your Life, Inc. (MOYL)

 As
of May 31, 2024, TMGI beneficially owned 100% of the outstanding shares of MOYL common stock. MOYL is the longest running syndicated music
radio network in the United States. MOYL provides radio programming 24 hours a day, 7 days a week to AM, FM, and HD stations across the
country and around the world over the internet.

 Relationship with
Simply Whim, Inc. (Whim)

 As
of May 31, 2024, TMGI beneficially owned 25% of the outstanding shares of Whim common stock. Whim is a direct to consumer, emerging skin
care brand dedicated to high quality, safe and efficacious beauty enhancing products.

 Relationship with
Global Holdings Experience, Inc. (GNX)

 As
of May 31, 2024, TMGI beneficially owned 100% of the outstanding shares of GNX common stock. The GNE business plan is to license intellectual
property to third parties.

 Relationship with
AminoMints, Inc. (AMI)

 On
April 21, 2023, we announced a joint venture / acquisition with AminoMints, Inc. with terms to be determined. As of May 31, 2024, the
Company has not been in a position to fund the acquisition. Depending on the amount of capital available to us, we may or may not complete
the acquisition. AminoMints is an established brand of amino acids in mint form directed toward young adults as an entry toward a healthier
lifestyle by incorporating amino acids in your diet as a daily regimen toward better health and cancer prevention.

 Corporate Information

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

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

 We
measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs
related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated
corporate expenses in our consolidated statements of operations included in this annual report. We also exclude costs such as amortization,
depreciation, taxes, and interest expense when evaluating the performance of our operating segments.

 Our filings with the Securities
and Exchange Commission ("SEC") are available free of charge under the Investor Relations section of our website at www.themarquiegroup.com
as soon as reasonably practical after electronically filed. Any information found on our website is not a part of or incorporated by reference
into this annual report or any other report of TMGI filed with or furnished to the SEC. The layout of information on the company website
is subject to change without notice.

 Business Strategy

 The onset of COVID-19 in 2020
had a profound impact on our company, leading to a complete loss of advertising revenue, the loss of several on-air personalities to illness,
and the closure of our production facilities. These challenges necessitated a thorough reevaluation of our business model. Through extensive
planning, we devised a new marketing strategy focused on revitalizing the company. This strategy required a significant transformation,
integrating tangible goods and services to complement our existing revenue stream from radio advertising, while also establishing a new,
independent, and profitable enterprise. To bring this vision to life, we recapitalized the company, forged a partnership with a business
ally aligned with our goals, and secured new investment. This pivotal shift led to our acquisition of Simply Whim and their Whim
line of products.

 A trend that began during
the COVID era and intensified in 2024, has contributed to the downfall of many microcap companies. Stock brokerage firms have tightened
regulations for companies whose stock is priced below $0.01. In many instances they have refused to accept small-cap stocks altogether.
Consequently, investor interest in micro-cap space has nearly vanished. Our company remains reliant on investor support to provide sufficient
working capital until we can independently generate enough revenue to sustain operations. As a result, 2024 has thus far presented significant
challenges which have hindered our ability to grow and meet our milestones.

 We are fortunate to have established
solid relationships with two key investors, MacRab and Quick Capital, both based in Florida. To achieve our business plan milestones,
we are in the process of filing new equity lines of credit with these partners. As a result, shareholders should anticipate dilution in
the coming months as we draw down on these ELOCs. However, as we grow revenue and move towards profitability, we expect the value of our
shares to increase. Consequently, without these or similar investment vehicles, the company will face challenges continuing to fund its
objectives.

 Our commitment to offering
products that utilize safe and effective ingredients to promote whole-body health, with a particular focus on anti-aging and cancer prevention,
remains steadfast. All products are manufactured in the United States adhering to strict global standards. This dedication to quality
means that we may choose to not use other products or ingredients, even if more profitable opportunities arise. We promote these products
across our broadcast network, including local radio stations, internet streaming, downloadable podcasts, and social media platforms.

 In addition to our efforts
with the Whim products, we remain committed to enhancing our multimedia division. We are currently redesigning the Music of Your Life
website to include new music channels, news, and commentary. These features are supported by strong intellectual property, branding, and
celebrity hosts. We anticipate expanding our audience reach through various social media platforms such as X, Rumble, Truth Social, GTTR,
and multiple podcasting channels.

 The Marquie Group, Inc.

 The Marquie Group manages
corporate governance of its wholly owned subsidiaries, secures financing for operations, seeks out products and companies for acquisition
and implements the marketing plan of the company to achieve profitability. To meet these objectives, TMGI recently acquired a 25% stake
in Simply Whim, Inc., which encompasses the Whim Inner and Outer Nutrition line of health and beauty products. The Whim product line is
designed to address modern skin nutrition and beauty challenges, using a safe, proprietary blend of amino acids, antioxidants, and other
nature-derived ingredients.

 By utilizing our wholly owned
subsidiary, Music of Your Life - a renowned radio brand and syndicated broadcast network - we advertise both our own products, and
those of other businesses using 60-second radio commercials airing every hour on the network and heard around the country on our affiliated
radio stations while simulcast over the internet. The company's primary objective is to develop or acquire captivating brands that can
be successfully advertised on our broadcast radio network and promoted through our extensive social media network of more than an estimated
350,000 followers. Whim products are also sold on our simplywhim.com website, our Public Square webstore, and our Amazon webstore.

 Budget permitting, we plan
to begin advertising our Whim products on the Rumble platform, starting in fiscal Q-1 to include video ads for various social media arenas,
across the X platform, and to increase our spend on Facebook. Initially, customer acquisition costs will increase however, the increase
in marketing budget should increase sales exponentially.

 Music of Your Life produces
and delivers radio programming to affiliated AM, FM, and HD radio stations across the country and around the world over the internet.
Since our launch in 1978, Music of Your Life has been broadcasting more than 400,000 hours making it the longest running non-stop music
radio program in the United States, and possibly in the word. Terrestrial radio stations from around the country carry Music of Your Life
programming on an advertising barter arrangement whereby Music of Your Life owns three minutes per hour for network commercials which
are aired by the station in that city. This gives us direct access to our listeners at a local level to advertise our goods and services.
The same Music of Your Life broadcast heard on local radio, is also simulcast over the internet, and heard around the world to more than
90-countries. We own 12 minutes of advertising time over the internet allowing us to reach our listeners on a national level. Music of
Your Life is an automated delivery of "live" recordings. Several moving parts must come together seamlessly to deliver smooth
sounding broadcast free of technical issues, including compelling programming delivered by announcers. Once the show leaves the studio,
significant layers of technology are employed right up the point the sound is heard by the listener on either their car radio, portable
radio, cell phone, computer, or intelligent television.

 Our Music of Your Life song
catalogue is compiled of more than 100,000 titles. Many of these songs include difficult to find older recordings that originated on long
play records (LP's) which date back to the turn of the 20 th century. We also have our entire catalogue on several hundred
reel-to-reel tapes which preserve the high quality of the originals. We have transferred much of this music to a lossless digital format
known as the Waveform Audio File Format (WAV). These WAV files are of a very large size and take up tremendous hard drive space, therefore,
we have converted our entire catalogue to the MPEG-1 Audio Layer 3 format ( MP3).
Advancing software and hardware technology in the music space has reached a pinnacle with a recent lossless format called FLAC, or Free Lossless Audio
Codec. This technology offers amazing CD or WAV quality specifications in a small file size. An effort is underway to convert the entire
Music of Your Life catalogue from the original source material to the FLAC format offering our listeners a much-improved experience which
cannot be found on any free streaming service today.

 Looking ahead, we have an
ambitious sales forecast for the growth of Music of Your Life, positioning it as the definitive podcast destination for the Great American
Songbook, spanning iconic hits from the 1920's to the early 21st century. Leveraging cutting-edge audio reproduction and broadcasting
technology, we aim to offer an unparalleled listening experience that outshines any of our competitors' offerings, regardless of price
point.

 We plan to extend our Street
Talk feature into the podcasting space, and as a syndicated offering to additional broadcast markets. Episodes are slated to feature
timely conversations with influential personalities and industry leaders who shape the financial markets discussing the virtues of capitalism.
We anticipate that this diversification will contribute significantly to our revenue streams in the coming years.

 Affiliates. We have affiliate radio station affiliates located in: New York City, NY; Los Angeles, CA; Tampa Bay, FL; Clearwater, FL; San Francisco, CA; Kansas City, KS; St. Louis, MO; and Celina, OH.

 Simulcast. Our daily broadcast show simulcast is delivered over the internet to more than 90-countries.

 Programming. We arrange our music programming into various "dayparts" including "Adult Standards", "Decades of Hits", "50's at 5", "60's at 6", "70's at 7", and Juke Box Saturday Night.

 Audio Technology. We use the Barix internet audio distribution system including their "Reflector" service for radio station affiliates (provides audio tone triggers for local automation computers).

 Streaming Technology. We use the Digital Ocean node system for backhauling our packet data directly from our broadcast automation system to Reflector. This provides a 99.99% uptime environment with very little packet loss, and low latency resulting in very high-quality audio throughput. We stream at a bitrate of 320 kbs.

 Internet Technology. We use high-speed fiber optic internet from Frontier Cable Business for a 99.99% uptime internet connection.

 Computer and Automation Technology. We use a computer system running Windows 11 with Station Playlist Studio Radio Automation System. We employ a full, redundant backup system for system failures.

 Podcast Shows. We produce three podcasts: Celebrity Radio – featuring interviews with some of Hollywood's legacy
entertainers; Collusion Radio – a politically charged conversation about In the coming months, we will be producing a new podcast
feature called, Street Talk, a business talk show focused on the Wall Street beat with a conservative slant.

 Music. We have a catalogue of more than 100,000 songs from the early 1900's to present day. Most of our music has been ripped from original sources such as long play records (LP's) or compact disks (CD's.) to WAV, AIFF and MP3 files. Because of improving internet broadcast technology, we have started the process of converting our original music files to the FLAC lossless codec for an unbeatable sound quality.

 Whim is a rising beauty
brand committed to delivering high-quality, safe, and effective beauty products, formulated through a fusion of Nature, Nutrition, and
Science. Established to fill the gap in an industry lacking adequate standards and regulations, Whim is a response to a pressing
need for safer, more transparent options in the beauty sector. Our founder, a 3-time cancer survivor who is currently undergoing treatment
for her latest diagnosis, leverages her decades-long experience in the industry to create products that meet a higher standard. She is
acutely aware that U.S. regulations for beauty products lag far behind those of many other countries, allowing the use of ingredients
that are considered toxic, carcinogenic, and hormone-disrupting elsewhere. Proudly made and sold exclusively in the USA, Whim is
set to redefine beauty norms by offering conscientious choices for consumers.

 As we look ahead, we are optimistic
about our sales prospects. Our sales forecast for the next year anticipates a robust growth, reflecting the increasing consumer demand
for safer, high-quality beauty solutions. We are committed to not just meeting but exceeding these expectations as we continue to innovate
and expand our product range.

 Whim Beauty Products

 Age Defying Moisturizer

 Illuminating Eye Treatment

 Multi-Action Exfoliating Scrub

 Polishing Cleanser

 Youth Boosting Serum

 Antioxidant Serum

 Whim Body Moisturizer

 Whim Gummies - under development

 Whim Body Scrub

 AminoMints - under reformulation

 Boost Hydrolyzed Collagen Peptide Powder

 VitaWhims - under development

 VitaWhims

 We are currently in the process
of developing VitaWhims, a new line of sugar-free vitamin gummies, designed as a part of our Whim Inner Nutrition health and
beauty collection. This forthcoming addition is intended to replace our existing Whim sleep aid, Hush, and our beauty supplement,
Harmony. Meticulously crafted without sugar, corn syrup, dyes, or any unhealthy fillers, our gummies are designed to cater to a specific
need. Recently, the nutritional gummy sector in the United States has witnessed remarkable growth, yet the demand for sugar-free options
remains largely unfulfilled. VitaWhims is tactically positioned to bridge this gap with a mid-2024 launch. We anticipate the introduction
of VitaWhims will substantially boost our revenue, capitalizing on the burgeoning demand for health-conscious, sugar-free options
in the nutritional supplement market.

 Our recent collaboration with
AminoMints, Inc. signifies our foray into the cancer prevention market, leveraging evidence-based supplements and ingredients bolstered
by clinical trials, medical research, and substantiated outcomes. AminoMints, scheduled for launch in mid-2024, are concocted with a special
mix of essential amino acids, proven to confer numerous health advantages such as augmented muscle development, bettered cognitive function,
and a strengthened immune system. Importantly, these amino acids have demonstrated considerable promise in inhibiting cancer cell proliferation
and boosting the effectiveness of standard cancer therapies. While AminoMints are not designed to supplant medical interventions, they
serve as a handy and scientifically endorsed supplementary alternative for those seeking to maximize their overall wellness and bolster
their body's innate cancer-fighting capabilities. With AminoMints, we deliver an innovative solution, underpinned by science, directly
to your pocket. Looking ahead, our sales forecast for next year reflects an optimistic outlook, given the groundbreaking nature of this
product and the increasing demand for supplementary options in cancer prevention. We anticipate a strong market response and robust sales
growth following the product launch, as we contribute to the global effort to combat cancer.

 Our History

 Our 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. On May 31, 2013, our Company entered into an acquisition agreement (the "Acquisition") with Music
of Your Life, Inc., a Nevada corporation ("MOYL Nevada"). As a result of the Acquisition, MOYL Nevada became a wholly owned
subsidiary of our Company. We changed our name to Music of Your Life, Inc. effective July 26, 2013. On August 16, 2018 we merged into
The Marquie Group, Inc., changed our name and adopted the ticker symbol "TMGI". (see below).

 Covid Pandemic of 2020

 The Marquie Group was deeply
affected by the outbreak of Covid beginning in 2020. Just as we executed our new plan for growth under the recent name change and restructuring,
our subsidiary Music of Your Life, lost its revenue due to the shutdown of its advertising agency, Marketing Architects. Both of our senior
announcers, who had been on the air for decades with top nationwide ratings, contracted the disease and could not return to work, one
has since passed. Our remote announcers lost access to their recording studios. The new partnership with Simply Whim faltered as the company
could not fill orders or build inventory due to the loss of all supply chain elements. The owner of Simply Whim suffered a heart attack
and was subsequently diagnosed with Stage IV breast cancer in mid-2020. She began the long, difficult journey of surgeries and chemotherapy
which continues to this day. The decision was made to push-on and implement a short-term emergency plan for the company which included
airing previously recorded programming for Music of Your Life, and source alternate packaging locally for the Whim products. The net result
for the following two and a half years was a complete loss of revenue, adding convertible debt for operations, and another capital restructuring.

 The 25% acquisition of Simply
Whim was implemented for us to have more control of the company, access capital markets, and move the Whim products to market more expeditiously.
The new plan is working, and we have emerged in 2023 with new life. Supply chains have reopened, wholesale goods are no longer backordered,
and customer orders are being filled. Whim products are currently advertised on the Music of Your Life radio network, our new Public Square
store launched in September 2023 with our new Amazon Marketplace store in October. Both storefronts are undergoing robust improvements.

 The Early Years

 The Music of Your Life's
legacy in the radio and music industry began with its launch on January 1, 1978, by Al Ham, a renowned CBS Records executive and jingle
writer. This event, which took place on WDJZ radio station in Bridgeport, Connecticut, marked the beginning of the world's longest running
syndicated music radio network. Over time, the music programming evolved from its traditional Adult Standards music format to include
hits from the 60's, 70's, and contemporary genres such as pop, rock & roll, country, and jazz segmented into various dayparts.

 Record Breaking Longevity

 Since its inception, Music
of Your Life has aired over 400,000 hours of continuous radio programming, servicing more than 250 AM, FM, and HD radio stations in the
U.S. The global reach of the network expanded over the past 10 years, reaching 90 countries through online streaming from our website
and a host of third-party service providers. A Guinness Book of World Records application was filed in mid 2023 for a listing as the Longest
Continuous Broadcast of a Radio Network.

 Intellectual Property

 In 1984, the network's theme
song, originally sung by the legendary Tony Bennett, received recognition from the US Patent and Trademark Office, becoming one of the
first sound recordings to be trademarked. Also in 1984, our partnership with CBS Records also led to the production of numerous Music
of Your Life record albums and cassette tapes featuring top recording artists. In 2010, Music of Your Life, Inc. acquired the Music of
Your Life trademarks for $250,000.

 One-of-a-Kind Programming

 One unique feature developed
by the founder was having recorded messages by the stars whose songs were being played. Known as "The Stars Who Play the Stars",
a phrase coined by the legendary announcer, Gary Owens. These recorded messages, known as "liners", can still be heard today,
featuring voices from celebrities like Frank Sinatra, Barry Manilow, Danny DeVito, Kim Bassinger, among others.

 Streaming Accessibility

 Our network is accessible
across nearly every streaming platform including Apple's iTunes, Tune-In, Shoutcast, Roku, YouTube, as well as on iPhones, iPads, Apple
TV, CarPlay, and Android devices. We have an estimated audience of approximately 100,000 unique listeners per month across all platforms.

 Celebrity Announcers

 Our "Stars who Play the
Stars" on-air lineup has featured various past and present celebrity DJs, enhancing our audience appeal, including shows hosted by
1950's crooner Pat Boone, Peter Marshall from Hollywood Squares, Laugh-In's Gary Owens, singer Patty Page, game show superstar
Wink Martindale, big band leader Les Brown, Jr., Steve Torme, son of Mel, radio legends Johnny Magnus and Chuck Southcott.

 Record Breaking Listener Trends

 Over the years, the network
gained significant traction, with more than 250 stations adopting Music of Your Life's format. Al Ham's innovative "matched-flow
sequencing" for song arrangement contributed significantly to our audience retention, keeping listeners tuned in for up to 15 hours
a day, 5-times the national average.

 Satellite Radio and Cutting-Edge Technology

 In 1996, we relaunched as
a satellite-delivered service, enhancing our competitive edge against similar offerings from rivals like Westwood One and ABC Radio Networks.
By harnessing technological advances, we transitioned from satellite to the Barix internet distribution system, achieving noticeable improvements
in audio quality and significant cost savings. Changes in FCC rules also allowed for simultaneous broadcasting on FM frequencies, further
expanding our audience reach. Today, Music of Your Life has a strong presence across multiple AM, FM, HD radio stations, and worldwide
online streaming platforms.

 Live Performances, Cruise Ship Entertainment,
TV Shows, Time Life Box Sets, CBS Records and More

 Alongside our on-air success,
our music was also promoted through live performances, featuring iconic big bands and artists, and special events such as the Music of
Your Life television special on CBS Television. Our network's influence also extended to product offerings such as Music of Your Life
CDs, Time Life-issued multi-CD box sets, and a Music of Your Life television special produced by PBS in 2016. For more than 10 years,
Carnival Cruise Lines hosted the Music of Your Life Celebrity Cruise to the Bahamas. Despite the challenges posed by the digital revolution
in music and radio advertising, we've continued to adapt and evolve. The Time Life - Music of Your Life collaboration, featuring Debbie
Boone and Peter Marshall is one of the most successful boxsets in the iconic brand's history.

 Management Reboot and Brand Resilience

 We've continually adapted
our offerings, introducing contemporary artists and swing bands to our programming, thereby ensuring our content remains relevant to our
audience. Despite facing challenges in the late 2000's due to management issues, The Marquie Group took decisive action. In 2010,
we underwent a significant restructuring under the leadership of Marc Angell, who revamped operations, improved programming, and revitalized
the Music of Your Life brand. We strategized a plan to partner with companies or acquire products that we could market directly to the
consumer using our network radio reach, thereby bypassing the traditional ad agency model, and sharing directly in revenue. This strategic
shift led to the acquisition of Simply Whim, an emerging health and beauty company dedicated to high quality, safe and efficacious beauty
enhancing products marketed under their popular Whim brand.

 The Marquie Group

 New Direction

 Challenged by a spike in music
licensing fees and a decline in conventional radio advertising rates, formats, and prospects, we faced hurdles in maintaining a revenue
stream with our Music of Your Life syndicated radio service. As a strategy to overcome these challenges, we investigated direct collaborations
of products, and or acquisitions of companies with products for marketing with radio advertisements across our radio network. This led
to the merger with The Marquie Group, a DTC (direct-to-consumer) sales and marketing company which holds exclusive licensing rights to
an array of products, including those crafted by Simply Whim. One prominent offering from Simply Whim is the "Whim" beauty line
– a brand focused on providing quality, safety, and effective beauty enhancement products. In 2022, the Company initiated marketing
for the Whim products using the Music of Your Life radio network, primarily through a sequence of radio ads.

 2024 marked the beginning
of our venture into the arena of cancer prevention through safe, effective, and scientifically proven supplements. To implement this plan,
we began with a joint venture with AminoMints, Inc. and their AminoMints brand. We are currently reformulating the AminoMints product
to enhance its cancer prevention properties. Reformulated AminoMints contains specific amino acids that have been scientifically proven
to inhibit the growth of cancer cells by disrupting their metabolic pathways and starving them of the nutrients they need to proliferate.
Generally, Amino acids play a crucial role in the development and maintenance of the immune system. AminoMints helps to enhance the
immune response, enabling the body to fight cancer cells more effectively.

 In the coming months and years,
we plan additional product development, joint ventures, and acquisitions with a revolutionary approach to cancer care, harnessing the
power of amino acids to inhibit cancer growth, boost the immune system, enhance recovery, and promote overall well-being.

 Entering the Multibillion Dollar Industry
of Personal Care

 The history of Simply Whim
and the Whim Brand begins with its founder, Jacquie Angell, a globally recognized expert in skincare with over two decades in the
beauty and wellness industry. Jacquie has introduced products in more than 90 countries around the world, taking advantage of the opportunity
to gain extensive knowledge on global product regulations, uses, and trends.

 Needs Based Solutions

 Jacquie's journey as a three-time
cancer survivor has inspired her mission to create effective, safe, and simple skincare products. Her current experience with chemotherapy
fuels her drive further. Her exposure to international regulations revealed to her that the US guidelines are far behind global standards.
This realization led to a deeper investigation of ingredients used in the American beauty industry. She found numerous toxic, carcinogenic,
and endocrine-disrupting ingredients in products, which posed significant health risks. Jacquie also identified the presence of ineffective
but seemingly attractive natural ingredients in many products. Whim aims to bridge the regulatory gap in the United States by adhering
to strict global ingredient regulations rather than just the FDA's list of banned substances.

 On a Whim

 Motivated by these findings,
Jacquie committed herself to the development of products that enhance health and beauty without compromise. She created the Whim
line to bridge the gap between Inner Health & Outer Nutrition, firmly believing in the equal importance of what goes into and
onto the body. She strives to educate others that Age is Not a Skin Type and emphasizes the critical influence of lifestyle on skin
health and aging. Whim is dedicated to using only ingredients that either directly contribute to overall health and wellbeing or
enhance the integrity and effectiveness of its product formulations. Whim offers custom-blended products inspired by Nature, Nutrition,
and Science to combat aging, stress, and environmental factors while nourishing the body, mind, and soul holistically. Whim was conceived
out of a passionate necessity for higher industry standards and regulations regarding skincare ingredients.

 Our Strategy

 Our primary objective is to
provide high quality, safe and efficacious health and beauty products comporting with global regulations and guidelines rather than the
substandard, often dangerous guidelines set in the United States. We advertise these products on our expanding radio network, Music of
Your Life (www.musicofyourlife.com), our webstore, (simplywhim.com), Public Square and Amazon. Our Philosophy - offer people of all ages
uniquely crafted products with powerful ingredients derived from Nature, Nutrition & Science to enhance health and beauty. Made in
the USA and sold only in the USA.

 Our
strategy is centered on building strong consumer relationships across our multiple platforms with national reach. Moreover, we believe
that we can leverage our investments in innovative products and compelling intellectual property to better monetize our assets and to
capture increasing market share across the broader audience ecosystem. The key elements of this growth strategy are:

 Broadening the
scope of audio engagement

 1.

 We are expanding the spectrum of choices for our listeners-both in terms of compelling content and the array of ways in which it can be consumed.

 2.

 We have launched a new effort to attract terrestrial radio station affiliates which will not only increase our listening audience in terms of time Average Quarter Hour (AQH) listening and geographical reach, but also the rates we can charge third party vendors on the network.

 3.

 We are launching new podcast style shows for broadcast on the network with access on the company website and social media platforms utilizing our Collusion Radio and Celebrity Radio platforms.

 4.

 We are launching a new short-format, pay-to-play 6-minute newscast using our trademarked "Street Talk " platform for affiliates to fill-in their local availability. Street Talk will also launch as a financial podcast, estimated for a fourth quarter 2024 launch. Street Talk will also be added to the digital podcast platform to attract advertising dollars.

 Our
goal for 2024 – 2025 is to increase the proliferation of connected audio devices which greatly increases the range of options for
accessing and interacting with our content. Notably, our website musicofyourlife.com is currently under a rebuild to expand and simplify
our access to a range of platforms and devices including smart speakers, digital auto dashes, tablets, wearables, smartphones, virtual
assistants, and gaming consoles. include an all-in-one digital music, podcast, and live streaming digital radio service, we are very focused
on rapidly growing content of podcasting. These initiatives not only improve the listener experience, but they also facilitate further
engagement and heightened frequency of advertising impressions. We believe that podcasting is to talk what streaming is to music and is
the next strategic audio platform. Our developing podcasting platform will allow us to capture incremental revenue as well as extend station
brands, personalities, and events onto a new platform-ultimately extending and deepening our consumer relationships and our opportunities
for additional advertising revenue.

 Employing technology
to gain greater penetration of advertising and listener reach.

 As
an indication of the size of the potential opportunity, we currently have approximately 350,000 total social media followers compared
to millions of followers for some of our largest social and search competitors that utilize technology solutions for advertisers of all
sizes. We will continue to enhance our monetization capabilities by utilizing the industry leading Triton Audio Marketplace, an innovative
global open audio exchange that allows customers to aggregate audiences at scale across broadcast, podcast, and streaming, and Triton
Digital, a global leader in digital audio advertising and measurement services. We plan to initiate the Triton services in the fourth
quarter of this year.

 Increasing share
of national advertising market.

 Broadcast
radio is the number one consumer reach medium, and advertisers have a renewed appreciation for its scale, diverse demographic access and
impact. We intend to complement our current local and national advertising presence in approximately 10 U.S. markets by further growing
our stake in national advertising campaigns through our multi-platform portfolio of audio assets, roster of on-air talent, and the amplifying
effect of our listeners' social engagement. As a result of our implementation of the Triton technology, national advertisers will be able
to look to our audio offerings with their extensive reach, efficient pricing, and digital-like analytics.

 We
are expanding our efforts to target beauty enthusiasts across multiple demographics and shopping behaviors. Beauty enthusiasts have a
deep emotional connection with beauty and develop brand loyalty when targeted with buying opportunities that reflect their social and
economic profile.

 Increasing
our understanding about how the consumer and beauty category are evolving, during the first quarter 2023 we refreshed our strategic efforts
to position Whim for continued success. We are focused on four key strategic pillars designed to increase our market presence, create
brand loyalty, and drive long-term profitable growth.

 Drive breakthrough
and disruptive growth through an expanded definition of Age is Not a Skin Type.

 Driving
the message that your chronological age does not define how your skin ages, rather, the way you treat your skin through your lifestyle
choices does, we are launching an advertising campaign our trademark Age is Not a Skin Type, a daily regimen of Whim products
combined with a good diet, exercise, and healthy habits will help keep you looking young and healthy, regardless of your age.

 Beauty
enthusiasts enjoy the experience of discovering and trying new products and increasingly include beauty as part of their self-care and
wellness journey. Reflecting these insights, our objective is to engage and continuously delight beauty enthusiasts with a curated, differentiated,
inclusive assortment focused on leading beauty and self-care trends. We are focused on maximizing growth in two core categories: Outer
Nutrition – a full-suite of topical skincare products including face wash, scrubs, moisturizers, and serums; and Inner Nutrition
– a full-suite of ingestible nutrition products designed to drive growth of cross-category strategic platforms.

 Evolve the omnichannel
experience through connected physical and digital ecosystems.

 Recent
post-covid data trends confirm that beauty enthusiasts prefer to transact in physical stores, where they can discover and interact with
products and other beauty enthusiasts. At the same time, digital channels offer convenience, product reviews, and price transparency.
As a result, the guest journey is increasingly blurring across physical and digital channels. To drive greater guest engagement across
all channels, we intend to enter the physical space focusing on resort spas and high-volume retail such as Sephora and Ulta. We will continue
to differentiate our service offerings with our compelling story, healthy ingredients, and cleaver branding. We intend to grow our buy
anywhere, fill anywhere capabilities with the inclusion of our new Amazon Marketplace and Public Square storefronts for a wider reach
than a single point of purchase through our existing website SEO. Our objective is to deliver a cohesive, industry-leading omnichannel
experience that drives breakthrough engagement with our guests and unlocks the combined potential of our physical and digital channels.

 Expand and deepen
our presence across the beauty journey, solidifying Whim as a Lifestyle Brand focused on Nature Nutrition and Science.

 Based
on our marketing trends, beauty enthusiasts have an emotional, personal, and deep connection with beauty. Social media contributes to
this connection, and we expect the influence and reach of beauty will continue to grow as engagement with social platforms increases.
To expand Whim's reach, relevancy, and buyer engagement, we intend to amplify our brand purpose; build a content ecosystem to deliver
compelling, relevant ingredient awareness; drive further innovation in our high quality, safe, and efficacious beauty enhancing products
to increase personalization, drive conversion, and support our brands. Our vision is to expand and deepen our presence across the beauty
journey to increase consumer acquisition and drive consumer engagement, loyalty, and share of wallet.

 Deeply committed
to our "No Nasties" philosophy across new product development platforms utilizing the strictest global regulations.

 Whim products are free of
parabens, phthalates, sulfates, artificial colors, and dyes. They're cruelty free, gluten free, and vegan friendly. We pride ourselves
in our selection of unique ingredients with a strong foundation in the principles of nutrition. We utilize the power of antioxidant vitamins,
amino acids, peptides, and plant-based botanicals from both land and sea. And our nutrition products are non-GMO, sugar free, fat free
and carb free. And contain no artificial colors or flavors.

 New product offerings play
a key role in brand awareness and customer loyalty. Dedicated to bolstering brand recognition across platforms, we aim to enrich our beauty
collection with innovative products. Our latest offering, VitaWhims – a sugar-free multi-vitamin gummy, crafted in alignment
with the Whim philosophy.

 Intellectual Property

 A major factor in our growth
and success is labelling our goods and services with brands which easily identify with the consumer. Through our subsidiaries, we have
obtained exclusive licenses with the right of first refusal to multiple trademarks registered with the United States Patent and Trademark
Office (the "USPTO") and offer goods and services using these trademarks.

 On May 10, 2024, we entered
into a settlement and co-existence agreement with Ulta Beauty (NASDAQ: ULTA), the world's leading beauty company, over the rights
to our Whim trademark. Under the terms of the agreement, Ulta is limited in the products they can market under the Whim brand name, and
we are able to expand our Whim product offerings.

 Simply Whim CEO Jacquie Angell
has successfully obtained multiple Whim trademarks with the USPTO and is currently in discussions with ULTA legal representatives.

 The Marquie Group, Inc.

 1.

 AminoMints - License

 2.

 AminoFizz – License

 3.

 Sanitea - License

 4.

 Insanitea – License

 Music of Your Life, Inc.

 1.

 2.

 Celebrity Radio

 3.

 Collusion Radio

 4.

 Street Talk

 Simply Whim, Inc.

 1.

 Whim

 2.

 Simply Whim – Pending registration

 3.

 4.

 Inner Health and Outer Beauty

 5.

 Inner Health & Outer Nutrition

 6.

 Ask Jacquie

 7.

 Beauty Buzz

 8.

 VitaWhims – Application

 9.

 Whim Gummies - Application

 Our Market

 Music
of our Life produces and delivers multiple forms of broadcast audio: broadcast audio complete with music, announcers' voice tracks,
and commercials delivered to local AM, FM and HD terrestrial radio stations across the United States as a single 24 hours a day, 7 days
a week via private feed using the Barix delivery system; a simulcast of the broadcast presentation streamed directly to the public over
the internet from the musicofyourlife.com website; and as a pre-recorded podcast available as a download directly to the public from our
website. ( Internet radio is defined as a web-based audio service and is transmitted through the internet. It contains streaming
media that delivers continuous streaming of audio that cannot be paused in between or replayed once the audio is finished.)

 BIA Advisory Services reports that total local radio over-the-air and digital revenue for 2022 topped $13.6 billion in 2022, growing 7.4 percent from $12.6 billion in 2021. According to S&P Global Market Intelligence, between 2022 and 2027, radio station local and national spot ad revenues, including digital, to increase at a CAGR of 1.06% in rated markets, with non-rated markets declining, at a CAGR of negative 0.36%. Total radio revenue, including national and local spot, digital, off-air and network revenue, is expected to be mostly flat at a five-year CAGR of 0.78% from an estimated $15.47 billion in 2022 to $16.09 billion by the end of 2027.

 U.S. radio industry ad revenues are forecast to grow at a modest pace through 2027, according to a new report from PwC. Broadcast radio's combined over the air and online audio ad sales are on track to rise from $15.8 billion in 2022 to $16.6 billion in 2027, at a compound annual growth rate of 0.9%. When subscription revenue from satellite radio is factored in, total radio revenue is expected to increase from $21.9 billion in 2022 to $23.2 billion in 2027. That amounts to a compound annual growth rate of 1.2%.

 Revenue in the Music Streaming market is projected to reach US$10.20 billion in 2023 for an annual growth rate (CAGR 2023-2027) of 5.11%, resulting in a projected market volume of US$12.45 billion by 2027. The number of users is expected to amount to double to 161.30 million users by 2027. User penetration will be 40.3% in 2023 and is expected to hit 46.9% by 2027.

 U.S. podcast ad revenues showed resilience by growing 26% year-over-year to $1.8 billion. Podcasting continues to be one of the fastest growing digital channels, outpacing the total internet ad market.

 The global internet radio market was valued at US $37.10 billion in 2022, and it is expected to reach US $72.76 billion by 2029 with a CAGR of 10.1% during the forecast period, according to Inside Radio.

 Simply
Whim sells direct to the consumer a line of healthy beauty products including skincare and dietary supplements for healthy skin called
Whim. We sell these products from our webstore at simplywhim.com, our Amazon Marketplace store, and Public Square online stores.

 Our Outer Nutrition (skincare) products operate within the large and growing U.S. beauty products industry. In 2022, this market represented approximately $172 billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In 2022, the beauty products industry totaled approximately $104 billion and included cosmetics, haircare, fragrance, bath and body, skincare, salon styling tools, and other toiletries. Within this market, we compete across the skincare category.

 Our Inner Nutrition (supplements) products operate within the large and growing U.S. dietary supplements products industry. In 2022, this market represented $50.91 billion in sales, according to Grandview Research, and is expected to grow at a compound annual growth rate (CAGR) of 5.7% from 2023 to 2030. The primary factors driving the market growth are the growing population of senior citizens, rising awareness and focus on preventive healthcare, and rising demand for sports nutrition supplements. Additionally, consumers are moving towards self-directed care, which is also expected to drive demand for the dietary supplements in the U.S.

 Competition

 We
compete for share of our listeners' time and engagement, a challenging task in today's fragmented and multi-tasking world.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship
nature of our medium allows us to compete effectively against both our legacy competition-cable and broadcast television, and other broadcast
radio operators-as well as newer, digital competition, including streaming music and video services, social media, and other digital companies.

 Similarly, we compete for
advertising and marketing dollars in the U.S. advertising market against an increasingly diverse set of competitors. Our legacy competition
for the radio, podcast and digital advertising market includes legacy broadcast radio operators, as well as satellite radio companies,
podcasters and streaming music companies with ad supported components of their business. We also compete in the larger U.S. advertising
market-inclusive of the radio, podcast and digital opportunity-by developing and offering competitive advertising products intended to
attract advertising and marketing dollars that might otherwise go to companies in the cable and broadcast television, digital, search,
Internet, audio, print, newspaper, sponsorship, and other advertising spaces.

 There
is significant competition within each market and platform where our products are sold. We compete against manufacturers and marketers
of beauty products, and personal care products. In addition to the established multinational brands against which we compete, small, targeted
niche brands such as ours continue to enter the beauty market. We also have competition from private label products sold by retailers.

 We
believe that we compete primarily based on perceived value, including pricing and innovation, product efficacy, service to the consumer,
promotional activities, advertising, special events, new product introductions, e-commerce initiatives, direct sales, and other activities
(including influencers). It is difficult for us to predict the timing, scale, and effectiveness of our competitors' actions in these
areas or the timing and impact of new entrants into the marketplace.

 Channels

 Online

 SimplyWhim.com

 Amazon/SimplyWhim.com

 PublicSquare.com/SimplyWhim

 Resort Spas

 Developing relationships with several resort spas around the US for product placement.

 Social Media

 SocialInfluence.com

 Marketing and Advertising

 We
self-promote expansion of our podcast, streaming and syndication services across our broadcast network, mobile streaming applications,
our broadcast website, and other digital platforms that reach national, regional, and local audiences as opportunities become available.

 Our marketing expense is targeted
towards digital, social media, and streaming advertising. We believe these channels are highly effective in communicating with existing
customers, as well as attracting new buyers. Our marketing program has been effective in communicating with our existing online, mobile,
and retail followers in a targeted and relevant way. Our digital marketing strategy includes search engine optimization, paid search,
mobile advertising, social media, display advertising, and influencer marketing channels. Digital marketing, coupled with our national
radio advertising, has helped us increase brand awareness and consideration among those not familiar with Whim, which we believe
has resulted in new customers.

 Information Technology

 We
are committed to using technology to improve our competitive position. We depend on a variety of information systems and technologies
(including cloud technologies) to manage the operations of our growing customer base. We rely on computer systems to provide information
for all areas of our business, including streaming, supply chain, merchandising, POS, e- commerce, marketing, finance, and accounting.
Our core business systems consist mostly of purchased and licensed software programs that integrate together and with our internally developed
web-based solutions. Our technology also includes a company-wide network that connects all corporate users, on-line stores, and our internal
distribution infrastructure and provides communications for continual polling of sales movement across all levels.

 We
manage data security and privacy at the highest levels. Our Chief Executive Officer is actively engaged in oversight of cybersecurity
and IT infrastructure and works with outsourced vendors to manage all network operations. Our vendors keep our Chief Executive Officer
informed on cybersecurity and privacy matters throughout the year. We have established processes for sharing data and performing third-party
risk assessment and regular disaster recovery planning and response readiness testing. Our security approach also includes multiple layers
of defense and testing of controls. We have strengthened our data protection capabilities through investments in our infrastructure hardware
and software.

 Employees

 As of May 31, 2024, Marc Angell
(Director and Chief Executive Officer) is the only non-employee officer director of The Marquie Group. The Company has no official employees.
We have an outside accountant, bookkeeper, and lawyer. We outsource our information technology services to a third-party vendor. Certain
other executive and board 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. Music of Your Life currently has one part-time production person
and three part-time announcers. We have one on-site part-time producer and one outside part-time producer.

 As of May 31, 2024, Jacquie
Angell (Director and Chief Executive Officer) is the only non-employee officer director of Simply Whim, Inc. Simply Whim has no official
employees and has one part-time marketing person, an outside accountant, and an outside lawyer.

 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, accountants, and production personnel as necessary.

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

 Available Information

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

 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 1C. CYBERSECURITY.

 None.

 ITEM 2. PROPERTIES.

 Our corporate office is located
at 7901 4 th St. N., Ste. 4887, St. Petersburgh, FL 33702, telephone number, (800) 351-3021. As the company continues to grow,
the facilities and employment-related expenses will likely increase significantly. We believe that our office facilities are suitable
and adequate for our operations as currently conducted and contemplated.

 ITEM 3. LEGAL PROCEEDINGS.

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

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not Applicable.

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

 Market Information

 Our common stock is listed
on OTC Pink under the symbol "TMGI". We had approximately 2,272 registered holders of our common stock as of May 31, 2024.
Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price for our common
stock on August 30, 2024, was $0.0001 per share.

 The following table reflects
the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTCQB, during the
two fiscal years ended May 31, 2024:

 Price Range (1)

 High

 Low

 Fiscal May 31, 2024

 Fourth quarter

 $
 0.0002

 $
 0.0001

 Third quarter

 $
 0.0003

 $
 0.0002

 Second quarter

 $
 0.0006

 $
 0.0004

 First quarter

 $
 0.001

 $
 0.001

 Fiscal May 31, 2023

 Fourth quarter

 $
 0.0041

 $
 0.0041

 Third quarter

 $
 0.0032

 $
 0.0042

 Second quarter

 $
 0.0041

 $
 0.0068

 First quarter

 $
 0.0067

 $
 0.0094

 ____________________

 (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 Distribution

 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 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 ("TMGI"), pursuant to which the Company merged with
TMGI. The Company was the surviving corporation. Each shareholder of TMGI received one (1) share of common stock of the Company for every
one (1) share of TMGI common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares
of TMGI held by TMGI 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 TMGI 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
TMGI merger will provide the Company with access to certain registered trademarks and intellectual property with respect to health, beauty,
and social networking products.

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

 Penny Stock Rules

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

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

 ITEM 6. SELECTED FINANCIAL DATA.

 Not required.

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

 General

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

 Overview

 The
Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in marketing, product development, and media, including a dynamic
radio and digital network. We craft and promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio
content for our audience. We maintain a website at www.themarquiegroup.com. Our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and any amendments to these reports are available free of charge through our website as soon as reasonably
practicable after those reports are electronically filed with or furnished to the SEC. The information on our website is not a part
of or incorporated by reference into this or any other report of the company filed with, or furnished to, the SEC.

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

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

 Our principal sources
of broadcast revenue include:

 the sale of advertising time on our radio stations to national and local advertisers;

 the sale of advertising time on our national network;

 the sale of banner advertisements on our station websites or on our mobile applications;

 the sale of digital streaming advertisements on our station websites or on our mobile applications;

 Our principal sources of health and beauty revenue include:

 the sale of skin care products and dietary supplements on our webstore;

 the sale of skin care products and dietary supplements on our radio network;

 the sale of skin care products and dietary supplements on our Amazon store; and

 the sale of skin care products and dietary supplements on our Public Square store.

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

 audience share;

 how well our programs and advertisements perform for our clients;

 the size of the market and audience reached;

 the number of impressions delivered;

 general economic conditions; and

 supply and demand for airtime on a local and national level.

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

 price point sensitivity compared to other similar products in the market;

 demographics of targeted marketing;

 customer reviews;

 customer service;

 our ability to deliver products in a timely manner; and

 how well our products deliver results for our customers.

 Broadcasting

 Our
foundational business is radio broadcasting, which includes the ownership and operation of a syndicated radio network including our affiliated
radio stations subscribing to our programming delivery. Refer to Item 1. Business of this annual report for a description of our broadcasting
operations.

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

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

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

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

 Health and Beauty

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

 §

 On May 10, 2024 we entered into a settlement and co-existence agreement with Ulta Beauty (NASDAQ: ULTA), the world's leading beauty company, over the rights to our Whim trademark. Under the terms of the agreement, Ulta is limited in the products they can market under the Whim brand name, and we are able to expand our Whim product offerings.

 We acquired a 25% stake in Simply Whim, Inc., September 2022, and work together to expand marketing, and increase sales.

 §

 Using a new S-1 facility, we are raising funds for Simply Whim's inventory, advertising, and social media costs.

 §

 We intend to acquire a controlling interest in Simply Whim in the coming fiscal year, which will be reflected in future balance sheet calculations.

 Whim Beauty Products:

 Age Defying Moisturizer

 Polishing Cleanser

 Boost Hydrolyzed Collagen Peptide Powder

 Illuminating Eye Treatment

 Youth Boosting Serum

 Multi-Action Exfoliating Scrub

 Antioxidant Serum

 Whim Beauty Products
in Development:

 VitaWhims - sugar-free vitamin gummies, free from corn syrup, dyes, and unhealthy fillers.

 Whim Gummies - sugar-free amino acid gummies, free from corn syrup, dyes, and unhealthy fillers.

 AminoMints:

 AminoMints are a fun
and innovative way to introduce amino acid supplements to those unfamiliar or have previously tried them and found the taste or experience
unappealing. Daily amino acid supplementation is essential for maintaining health, optimal functioning, and addressing various health
concerns. Amino acids are crucial components of all proteins. An imbalance of these amino acids can lead to numerous negative effects,
such as fatigue, mood swings, concentration issues, muscle loss, and digestive disorders. Amino acid deficiencies are common and can also
impact our appearance, leading to dry, brittle nails, dry hair and skin, loss of lean muscle, and weight gain.

 All products in development are estimated to launch
mid-2025.

 Assets – Inventory and Equipment

 Music of Your Life.

 A significant amount of equipment
is used to broadcast Music of Your Life programming. As of year-end May 31, 2024, all current equipment has been fully depreciated, and
includes:

 MOYL Equipment Assets

 Date

 Qty

 Cost

 Audio Science BOB 1024 Audio Distribution

 2008

 $
 250.00

 Behringer Xenyx Mixer

 2008

 $
 189.00

 Broadcast Tools Audio Control Switcher - ACS 8.2 Plus

 2008

 $
 1,250.00

 ElectroVoice RE20 Microphones (grey)

 2008

 $
 449.00

 Google Radio Automation Computer System

 2008

 $
 50,000.00

 Barix Extremer 500 Audio Encoder/Decoder

 2013

 $
 730.00

 Barix Instreamer Internet Audio Encoder

 2013

 $
 430.00

 Barix Extremer 500 Audio Encoder/Decoder (Backup)

 2013

 $
 730.00

 Barix Instreamer Internet Audio Encoder (Backup)

 2013

 $
 430.00

 Dell Inspriron Tower Computer - Music Server Backup

 2013

 $
 1,500.00

 Dell Inspriron Tower Computer - Production Computer Backup

 2013

 $
 1,500.00

 Monitor LG 24"

 2013

 $
 500.00

 LaCie RAID Array Hard Drive (4 TB)

 2013

 $
 1,000.00

 Rode Boom Arms (x2)

 2013

 $
 598.00

 Easy-Driver ED88A Contact Closure Board

 2013

 $
 150.00

 Station Playlist Radio Automation Software

 2013

 $
 799.00

 B&W Studio Monitor Speakers

 2017

 $
 2,500.00

 Automation Backup Computer

 2018

 $
 5,000.00

 ElectroVoice RE20 Microphones (black)

 2019

 $
 449.00

 Monitor Acer 27"

 2019

 $
 149.00

 Startech Audio Rack Enclosure

 2020

 $
 895.00

 Zoom P8 Mixing Board

 2021

 $
 549.00

 Duracell Power Source Electric Generator

 2022

 $
 735.00

 Total Cost

 $
 70,782.00

 MOYL Audio Assets

 Date

 Qty

 Cost

 Audio Files - MP3

 2008-2024

 100,000

 $
 100,000.00

 Audio Files - WAV

 2008-2024

 80,000

 $
 80,000.00

 Audio Files - M4A

 2015-2024

 2,500

 $
 3,750.00

 Audio Files - AIFF

 2010-2024

 5,000

 $
 5,000.00

 Audio Files - FLAC

 2022-2024

 5,000

 $
 5,000.00

 LP Records - Music of Your Life/CBS / Others

 2008-2024

 $
 14,000.00

 Compact Discs - Music of Your Life/TGG / Others

 2008-2024

 1,500

 $
 37,500.00

 Reel to Reel Tape - Music of Your Life Original

 1978-2024

 $
 25,000.00

 $
 265,750.00

 Simply Whim.

 Simply Whim assets are not
included in our balance sheet calculations as we own less than 51% of the company. This will change in the coming year as we acquire a
controlling interest in the company. As of year-end, May 31, 2024, the Simply Whim assets include:

 Simply Whim Equipment Assets

 Date

 Qty

 Cost

 Filler Machine

 2022

 $
 214.00

 Office Furniture

 2022

 $
 2,500.00

 $
 2,714.00

 Simply Whim Inventory Assets

 Date

 Qty

 Cost

 BOOST Hydrolyzed Collagen Peptide Powder

 2024

 $
 665.40

 Age-Defying Moisturizer

 2024

 $
 704.00

 Illuminating Eye Treatment

 2024

 $
 425.00

 Moisture Shield SPF 30 Sunscreen

 2024

 $
 112.00

 Multi-Action Exfoliating Scrub

 2024

 $
 368.00

 Polishing Cleanser

 2024

 $
 561.00

 Youth Boosting Serum

 2024

 $
 105.00

 Packaging

 2024

 $
 413.00

 Cartons

 2024

 $
 289.00

 $
 3,642.40

 Assets – Intellectual Property

 Trademarks

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

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

 First Use

 Class

 Ser. No.

 Reg. No.

 Mark

 Cost

 Goods and Services

 2019

 88213607

 6521198

 Whim

 Powdered nutritional supplement drink mix containing amino acids.

 2019

 88213607

 6521198

 Whim

 (2)

 Concentrates and powders used in the preparation of energy drinks and fruit-flavored beverages.

 2019

 88380471

 Whim

 Nutritional supplement energy bars; Dietary supplements with a cosmetic effect.

 2019

 88380471

 Whim

 (2)

 Nutritional supplements in lotion form sold as a component of nutritional skin care product.

 2019

 88380471

 Whim

 (2)

 Hygienic and beauty care; Medspa services for health and beauty of the body and spirit.

 2019

 88380471

 Whim

 (2)

 Beauty beverages, namely, fruit juices and energy drinks containing nutritional supplements.

 2019

 90228584

 Cosmetic body scrubs for the face; non-medicated skin care preparations, namely, creams, lotions, gels, serums and cleaners.

 2019

 90228584

 (2)

 Providing a website featuring information about health, wellness and nutrition; Providing information about dietary supplements and nutrition.

 2021

 90490805

 6668530

 Non-medicated skin care preparations.

 2023

 97061033

 Advertising and marketing services provided by means of indirect methods of marketing communications, namely, social media, blogging.

 2023

 97061033

 (2)

 Providing a website featuring blogs and non-downloadable publications in the nature of articles in the field(s) of skin care.

 2023

 97061033

 (2)

 Providing information about health, wellness and nutrition via a website.

 2019

 97061059

 Inner Health & Outer Beauty

 Cosmetics and personal care items, namely, facial cleanser, facial moisturizer, SPF facial moisturizer, facial toner.

 2023

 97065427

 7069730

 Beauty Buzz

 Nutritional supplements; Nutritional supplements in the form of gummies.

 2023

 97065427

 7069730

 Beauty Buzz

 (2)

 On-line journals, namely, blogs featuring skin care, nutrition, health and beauty products.

 2023

 97618021

 Whim

 Nutritional supplements in the form of gummies; Vitamins.

 2023

 97822144

 VitaWhims

 Vitamins; Vitamin and mineral supplements; Vitamin drops; Vitamin supplement patches; Vitamin supplements; Vitamin tablets.

 2023

 97822144

 VitaWhims

 (2)

 Dietary supplemental drinks in the nature of vitamin and mineral beverages; Effervescent vitamin tablets; Gummy vitamins; Liquid supplements.

 2019

 97933816

 Whim

 Providing a website featuring information about health, wellness and nutrition.

 (1) Trademark application fee is $250
per classification, regardless of the quantity of goods and services, so long as they fall within the same class.

 Music of Your Life.

 The Music of Your Life trademarks
include the second audio trademark in history to be registered by the USPTO. Total cost of Music of Your Life trademarks is $250,750.

 First Use

 Class

 Ser. No.

 Reg. No.

 Mark

 Cost

 Goods and Services

 1978

 73483592

 1367083

 (1)

 Entertainment services rendered by an orchestra.

 1984

 (1)

 Audio and video recordings featuring music and artistic performances.

 1984

 (1)

 Phonograph records featuring music.

 2008

 (1)

 Audio and video broadcasting services over the Internet.

 2008

 (1)

 Entertainment services, namely, providing radio programs in the field of music via a global computer network.

 2008

 (1)

 Production and distribution of radio programs.

 2020

 87327075

 5398283

 Celebrity Radio

 Broadcasting programs via a global computer network.

 2020

 87327075

 5398283

 Celebrity Radio

 (2)

 Internet radio broadcasting services. Radio and television broadcasting services.

 2021

 88081729

 6974703

 Collusion

 Entertainment, namely, a continuing news show broadcast over radio, television, and the Internet.

 2023

 97680440

 Street Talk

 Production of television programs; Radio entertainment production; Radio program syndication.

 2023

 97680440

 Street Talk

 (2)

 Entertainment services, namely, providing video podcasts in the field of business, news and commentary.

 (1) Trademark application fee is $250
per classification, regardless of the quantity of goods and services, so long as they fall within the same class.

 (2) Music of Your Life trademarks acquired
for $250,000

 The AminoMints trademarks
are owned by AminoMints, Inc. Our pending acquisition of AminoMints, Inc. will include an exclusive license, with first right of refusal
for the AminoMints trademarks.

 First Use

 Class

 Ser. No.

 Reg. No.

 Mark

 Cost

 Goods and Services

 2015

 88074842

 5790001

 Amino acids for nutritional purposes.

 2015

 88074842

 5790001

 (2)

 Candy containing amino acids.

 2015

 88072919

 5796264

 Mints for breath freshening that contain amino acids; Energy mints containing amino acids.

 (1) Trademark application fee is $250
per classification, regardless of the quantity of goods and services, so long as they fall within the same class.

 Trademark Licenses

 We have exclusive license
agreements for several additional trademarks, either registered, or pending registration with the USPTO.

 First Use

 Class

 Ser. No.

 Reg. No.

 Mark

 Cost

 Goods and Services

 2020

 78942565

 Insanitea

 Beverages made of tea

 2020

 78942565

 Insanitea

 (2)

 Energy drinks; non-alcoholic beverages, namely, carbonated beverages; Sport drinks.

 2016

 88061242

 Aminofizz

 Amino acids for nutritional purposes; Beverages containing amino acids for use as a nutritional supplement.

 2016

 88061242

 Aminofizz

 (2)

 Delivery agents in the form of dissolvable tablets that facilitate the delivery of nutritional supplements.

 2022

 90131199

 Insanitea

 Alcoholic carbonated beverages, except beer; Alcoholic tea-based beverages.

 2020

 97590037

 Sanitea

 Beverages made of tea

 2023

 97868564

 Aminopod

 Amino acids for nutritional purposes.

 2023

 97868564

 Aminopod

 (2)

 Plastic bottle caps for storing powdered nutritional supplements and for dispensing those supplements into the bottle.

 (1) Trademark application fee is $250
per classification, regardless of the quantity of goods and services, so long as they fall within the same class.

 Results of Operations

 Following is management's
discussion of the relevant items affecting results of operations for the years ended May 31, 2024, and 2023.

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

 Cost of Sales. Our
cost of sales for Broadcasting was $-0- for both years ended May 31, 2024 and 2023. Our cost of sales in the future will consist principally
of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced
through our affiliates, as well as operational and staffing costs with respect thereto. Our Cost of Sales for Health and Beauty will be
included in future operations.

 Salaries and Consulting
Expenses. All salaries remain unpaid and accruing for the year ending May 31, 2024. Salaries and consulting expenses for the
year ended May 31, 2024 were $407,905 as compared to $240,000 for the year ended May 31, 2023. The increase during the year ended May
31, 2024 was mostly the result of additional expenses of $128,205 related to investor relations. The company also issued 185,000,000 shares
valued at $39,700 for consulting services rendered to the Company. We expect that salaries and consulting expenses, that are cash-based
instead of share-based, will increase as we add personnel to build our health and beauty business.

 Professional Fees.
Professional fees for the year ended May 31, 2024 were $101,970 as compared to $85,190 for the year ended May 31, 2023. Professional fees
consist mainly of the fees related to the audits and reviews of the Company's financial statements as well as the filings with the
Securities and Exchange Commission. We anticipate that professional fees will increase in future periods as we scale up our operations.

 Other Selling, General
and Administrative Expenses. Other selling, general and administrative expenses were $39,598 for the year ended May 31, 2024 as compared
to $31,280 for the year ended May 31, 2023. We anticipate that Other SG&A expenses will increase commensurate with an increase in
our operations.

 Other Income (Expense).
The Company had net other income of $384,017 for the year ended May 31, 2024. For the year ended May 31, 2024, the company incurred interest
expense of $521,923 and recorded income from derivative liability of $905,940. The Company had net other income of $1,536,629 for the
year ended May 31, 2023. For the year ended May 31, 2023, the company incurred interest expense of $375,008 and recorded income from derivative
liability of $1,911,637.

 Liquidity and Capital Resources

 As of May 31, 2024, our primary
source of liquidity consisted of $1,250 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, 2024 of $14,863,486 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, 2024 of $165,456. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability
to continue operations.

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

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

 Off-Balance Sheet Arrangements

 We do not have any off-balance
sheet arrangements.

 Critical Accounting Policies

 We believe the following more
critical accounting policies are used in the preparation of our financial statements:

 Use of Estimates. The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation
allowances, loss contingencies, income taxes, and projection of future cash flows.

 Research and Development.
 Research and development costs are charged to operations when incurred and are included in operating expenses.

 Recent Accounting Pronouncements

 There were various accounting
standards and interpretations recently issued, none of which are expected to have a material impact on the Company's consolidated financial
position, operations, or cash flows.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 CONTENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB #5968)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Report of Independent Registered Public Accounting
Firm

 The Board of Directors and Stockholders of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of The Marquie Group, Inc (the 'Company') as of May 31, 2024, and 2023, and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for each of the two years ended May 31, 2024, and 2023, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated balance sheet of the Company as of May 31, 2024, and 2023, and the results of its operations
and its cash flows for each of the two years ended May 31, 2024, and 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13, the Company suffered an accumulated
deficit of $(14,863,486), net loss of $(165,456).

 These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note
2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 Critical Audit Matters

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

 F- 1

 Going Concern Uncertainty – See also
Going Concern Uncertainty explanatory paragraph above

 As described further in Note 2 to the consolidated
financial statements, the Company has suffered recurring losses from operations The ability of the Company to continue as a going concern
is dependent on executing its business plan and ultimately to attain profitable operations. Accordingly, the Company has determined that
these factors raise substantial doubt as to the Company's ability to continue as a going concern for a period of one year from the
issuance of these financial statements.

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

 We determined the Company's ability to continue
as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company's available capital and
the risk of bias in management's judgments and assumptions in their determination. Our audit procedures related to the Company's
assertion on its ability to continue as a going concern included the following, among others:

 §

 We performed testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

 §

 We reviewed and evaluated management's plans for dealing with adverse effects of these conditions and events.

 §

 We inquired of Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed.

 §

 We assessed whether the Company's determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

 /s/ Olayinka Oyebola

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 Lagos, Nigeria

 PCAOB ID ( 5968)

 We have served as the Company's auditor
since 2024.

 September 3rd, 2024

 F- 2

 Consolidated Balance Sheets

 May 31,

 May 31,

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 –

 $
 –

 Total Current Assets

 –

 –

 OTHER ASSETS

 Investment in Acquisition

 6,200,000

 6,200,000

 Loans receivable, related party

 35,237

 28,247

 Music inventory, net of accumulated depreciation of $ 21,533 and $ 20,719, respectively

 Trademark costs

 11,165

 10,365

 Total Other Assets

 6,247,137

 6,239,541

 TOTAL ASSETS

 $
 6,247,137

 $
 6,239,541

 LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

 CURRENT LIABILITIES

 Bank overdraft

 $

 $

 Accounts payable

 77,074

 50,664

 Accrued interest payable on notes payable

 844,460

 578,017

 Accrued consulting fees

 1,385,917

 1,145,917

 Notes payable, net of debt discounts of $ 31,709 and $ 66,794, respectively

 1,434,733

 1,465,138

 Notes payable to related parties

 2,082,315

 2,090,772

 Derivative liability

 206,113

 1,035,998

 Total Current Liabilities

 6,030,701

 6,366,552

 TOTAL LIABILITIES

 6,030,701

 6,366,552

 STOCKHOLDERS' EQUITY / (DEFICIT)

 Preferred Stock, $ 0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding

 –

 –

 Common stock, $ 0.0001 par value; 50,000,000,000 shares authorized, 3,325,531,102 and 756,612,000 shares issued and outstanding, respectively

 332,555

 75,663

 Additional paid-in-capital

 14,747,367

 14,495,356

 Accumulated deficit

 ( 14,863,486
)

 ( 14,698,030
)

 Total Stockholders' Equity (Deficit)

 216,436

 ( 127,011
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

 $
 6,247,137

 $
 6,239,541

 The accompanying notes are an integral part of
these financial statements

 F- 3

 Consolidated Statements of Operations

 For the Year Ended
May 31,

 2024

 2023

 NET REVENUES

 $
 –

 $
 –

 OPERATING EXPENSES

 Salaries and Consulting fees

 407,905

 Professional fees

 101,970

 85,190

 Other selling, general and administrative

 39,598

 31,280

 Total Operating Expenses

 549,473

 356,470

 LOSS FROM OPERATIONS

 ( 549,473
)

 ( 356,470
)

 OTHER INCOME (EXPENSES)

 Income from derivative liability

 905,940

 1,911,637

 Interest expense (including amortization of debt discounts of $ 111,141 and $ 70,629, respectively)

 ( 521,923
)

 ( 375,008
)

 Total Other Income (Expenses)

 384,017

 1,536,629

 INCOME (LOSS) BEFORE INCOME TAXES

)

 INCOME TAX EXPENSE

 –

 –

 NET INCOME (LOSS)

 $
)

 $

 BASIC AND DILUTED:

 Net income (loss) per common share

 $
 ( 0.00
)

 $
 0.00

 Weighted average shares outstanding

 1,537,070,989

 528,202,354

 The accompanying notes are an integral part of
these financial statements

 F- 4

 Consolidated Statements of Stockholders'
Equity (Deficit)

 For the Period from June 1, 2022 to May 31, 2024

 Preferred Stock

 Common Stock

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance, June 1, 2022

 $
 –

 16,189,732

 $
 1,621

 $
 10,221,891

 $
 ( 15,878,189
)

 $
 ( 5,654,677
)

 Common stock issued for conversion of debt

 –

 –

 73,753,000

 7,375

 140,132

 –

 147,507

 Investment in Acquisition

 –

 –

 666,666,668

 66,667

 4,133,333

 –

 4,200,000

 Round up of shares from reverse stock split

 –

 –

 2,600

 –

 –

 –

 –

 Net income for the year ended May 31, 2023

 –

 –

 –

 –

 –

 Balance, May 31, 2023

 –

 756,612,000

 75,663

 14,495,356

 ( 14,698,030
)

 ( 127,011
)

 Common stock issued for conversion of debt

 –

 –

 2,265,475,967

 226,548

 123,924

 –

 350,472

 Common stock issued for services

 –

 –

 185,000,000

 18,500

 84,200

 –

 102,700

 Common stock issued for Standby Equity Agreement

 –

 –

 118,443,135

 11,844

 43,887

 –

 55,731

 Net loss for the year ended May 31, 2024

 –

 –

 –

 –

 –

)

)

 Balance, May 31, 2024

 $
 –

 3,325,531,102

 $
 332,555

 $
 14,747,367

 $
 ( 14,863,486
)

 $
 216,436

 The accompanying notes are an integral part of
these financial statements

 F- 5

 Consolidated Statements of Cash Flows

 For the Years Ended
May
 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss)

 $
)

 $

 Adjustments to reconcile net income (loss) to net cash used by operating
 activities:

 Stock issued for services

 102,700

 –

 Depreciation of music inventory

 1,238

 Income from derivative liability

 ( 905,940
)

 ( 1,911,637
)

 Amortization of debt discounts

 111,141

 70,629

 Default interest added to notes principal balance

 67,188

 –

 Changes in operating assets and liabilities:

 Accounts payable

 26,410

 15,259

 Accrued interest payable on notes payable

 359,539

 291,344

 Accrued consulting fees

 219,700

 Net Cash Used by Operating Activities

 ( 163,604
)

 ( 133,308
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Music inventory

 ( 620
)

 –

 Trademark costs

 ( 800
)

 –

 Payments from loans receivable, related party

 ( 6,990
)

 ( 28,247
)

 Net Cash Used by Investing Activities

 ( 8,410
)

 ( 28,247
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Bank overdraft

 Proceeds from standby equity agreement

 55,732

 –

 Proceeds from notes payable

 124,696

 155,935

 Repayments of notes payable to related parties

 ( 8,457
)

 ( 29,500
)

 Proceeds from notes payable to related parties

 –

 34,721

 Net Cash Provided by Financing Activities

 172,014

 161,202

 NET DECREASE IN CASH AND CASH EQUIVALENTS

 –

 ( 353
)

 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:

 Issuance of stock and promissory note for investment in acquisition

 $
 –

 $
 6,200,000

 Initial derivative liability charged to debt discounts

 $
 76,055

 $
 61,100

 Conversion of debt and accrued interest into common stock

 $
 350,472

 $
 147,507

 The accompanying notes are an integral part of
these financial statements

 F- 6

 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 ("MOYL Nevada")
incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which
MOYL Nevada merged with Merger Sub. As a result of the merger, MOYL Nevada became a wholly owned subsidiary of the Company, and on July
26, 2013, the Company changed its name to Music of Your Life, Inc., and operated a nationwide syndicated radio network.

 Acquisition of The Marquie Group,
Inc.

 On August 16, 2018
(see Note 10), the Company merged with The Marquie Group, Inc. ("TMGI") in exchange for the issuance of a total of 100,000
shares of our common stock to TMGI's stockholders. Following the merger, the Company had 102,277 shares of common stock issued and
outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company's
name from "Music of Your Life, Inc." to "The Marquie Group, Inc." The TMGI business plan is to advertise a direct-to-consumer,
health and beauty product line called "Whim" that use innovative formulations of plant-based, amino-acids and other natural
alternatives to chemical ingredients.

 Acquisition of Global Nutrition Experience,
Inc.

 On November 21,
2019 (see Note 10), the Company merged with Global Nutrition Experience, Inc. ("GNE") in exchange for the issuance of a total
of 193,000,000 shares of our common stock to GNE's stockholder. The GNE business plan is to license intellectual property from,
and to third parties.

 NOTE 2 - SIGNIFICANT
ACCOUNTING POLICIES

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

 a. Principles
of Consolidation

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

 F- 7

 b. Accounting
Method

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

 c. Use
of Estimates in the Preparation of Financial Statements

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

 d. Cash
and Cash Equivalents

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

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

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

 f. Revenue
Recognition

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

 g. Advertising

 Advertising costs, which are expensed
as incurred, were $ 3,201 for the year ended May 31, 2024 and $ 3,750 for the year ending May 31, 2023.

 F- 8

 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.

 No tax benefit has been reported in
the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance
of the same amount.

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

 Net deferred tax assets consist of the
following components as of May 31, 2024 and 2023:

 Schedule of net deferred tax assets

 Deferred tax assets:

 NOL Carryover

 $
 1,603,025

 $
 1,401,372

 Valuation allowance

 ( 1,603,025
)

 ( 1,401,372
)

 Net deferred tax asset

 $
 –

 $
 –

 The income tax provision differs from
the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May
31, 2024 and 2023 due to the following:

 Schedule of provision for income taxes

 Expected tax (benefit) at 21%

 $
 ( 34,746
)

 $
 247,833

 Non-deductible expense (non-taxable income) from derivative liability

 ( 190,247
)

 ( 401,444
)

 Non-deductible amortization of debt discounts

 23,340

 14,832

 Change in valuation allowance

 201,653

 138,779

 Provision for income taxes

 $
 –

 $
 –

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

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

 F- 9

 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 no t have any cash or cash equivalents in excess of this amount at May 31, 2024.

 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, 2024 and 2023.

 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 - MUSIC INVENTORY

 Our Music of Your Life song catalogue
is compiled of more than 100,000 titles. Many of these songs include difficult to find older recordings that originated on long play records
(LP's) which date back to the turn of the 20 th century. We also have our entire catalogue on several hundred reel-to-reel
tapes which preserve the high quality of the originals. We have transferred much of this music to a lossless digital format known as the
Waveform Audio File Format (WAV). These WAV files are of a very large size and take up tremendous hard drive space, therefore, we have
converted our entire catalogue to the MPEG-1 Audio Layer 3 format ( MP3).
Advancing software and hardware technology in the music space has reached a pinnacle with a recent lossless format called FLAC, or Free
Lossless Audio Codec. This technology offers amazing, CD or WAV quality specifications
in a small file size. An effort is underway to convert the entire Music of Your Life catalogue from the original source material to the
FLAC format offering our listeners a much-improved experience which cannot be found on any free streaming service today.

 F- 10

 The
replacement value of our music catalogue is valued at more than $ 250,000.

 Music inventory consisted of the following:

 Schedule of music inventory

 Digital music acquired for use in operations – at cost

 $
 22,268

 $
 21,648

 Accumulated depreciation

 ( 21,533
)

 ( 20,719
)

 Music inventory – net

 $

 $

 The Company purchases digital music
from time to time as new music become available for broadcast on our network. During the year ended May 31, 2024 the Company purchased
$ 620 worth of music inventory. For the years ended May 31, 2024 and 2023, depreciation on music inventory was $ 814 and $ 1,238, respectively.

 NOTE 5 – ACCRUED CONSULTING FEES

 Accrued consulting fees consisted of
the following:

 Schedule of accrued consulting fees

 Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $20,000

 $
 728,817

 $
 488,817

 Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000

 305,200

 305,200

 Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019

 131,350

 131,350

 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019

 144,700

 144,700

 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019

 48,000

 48,000

 Due to two other service providers

 27,850

 27,850

 Total

 $
 1,385,917

 $
 1,145,917

 The accrued consulting fees balance
changed as follows:

 Schedule of accrued consulting fees balance
changed

 Year Ended

 Balance, beginning of period

 $
 1,145,917

 $
 926,217

 Compensation expense accrued pursuant to consulting agreements

 Payments to consultants

 –

 ( 20,300
)

 Balance, end of period

 $
 1,385,917

 $
 1,145,917

 See Note 11 (Commitments and Contingencies)

 F- 11

 NOTE 7 - NOTES PAYABLE

 Notes payable consisted of the following:

 Schedule of notes payable

 May 31,2024

 May 31,2023

 Notes payable to entities, non-interest bearing, due on demand,
 unsecured

 $
 54,079

 $
 64,700

 Note payable to an individual, due on May 22, 2015, in default (B)

 Note payable to an entity, non-interest bearing, due on February 1, 2016,
 in default (D)

 Note payable to a family trust, stated interest of $2,500, due on October
 31, 2015, in default (E)

 7,000

 7,000

 Note payable to a corporation, stated interest of $5,000, due on October
 21, 2015, in default (G)

 Note payable to a corporation, stated interest of $5,000, due on November
 6, 2015, in default (H)

 Note payable to an individual, due on December 20, 2015, in default, 24%
 default rate from January 20, 2016 (I)

 Convertible note payable to an entity, interest at 12%, due on December
 29, 2016, in default (M)

 Note payable to a family trust, interest at 10%, due on November 30, 2016,
 in default (P)

 Convertible note payable to an individual, interest at 10%, due on demand
 (V)

 46,890

 46,890

 Convertible note payable to an individual, interest at 8%, due on demand
 (W)

 29,000

 29,000

 Convertible note payable to an individual, interest at 8%, due on demand
 (X)

 21,500

 21,500

 Convertible note payable to an entity, interest at 10%, due on demand (Y)

 8,100

 8,100

 Convertible note payable to an entity, interest at 10%, due on March 5,
 2019, in default (DD)

 Convertible note payable to an entity, interest at 10%, due on September
 18, 2019, in default (GG)

 8,505

 8,505

 Convertible note payable to an entity, interest at 12%, due on November
 30, 2021, in default (SS)

 154,764

 154,764

 Convertible note payable to an entity, interest at 10%, due on June 4,
 2022, in default (VV)

 152,369

 170,212

 Convertible note payable to an entity, interest at 8%, due on August 27,
 2022, in default, net of discount of $-0- and $4,274, respectively (WW)

 14,000

 14,000

 Convertible note payable to an entity, interest at 12%, due on December
 21, 2022, in default (YY)

 58,250

 Convertible note payable to an entity, interest at 12%, due on February
 8, 2023, in default (ZZ)

 203,095

 245,000

 Convertible note payable to an entity, interest at 12%, due on June 10,
 2023, in default, net of discount of $-0- and $1,065, respectively (AA)

 –

 37,815

 Convertible note payable to an entity, interest at 12%, due on November
 4, 2023, in default, net of discount of $-0- and $13,143, respectively (C)

 12,649

 17,412

 Convertible note payable to an entity, interest at 12%, due on April 10,
 2024, in default, net of discount of $-0- and $52,586, respectively (F)

 76,375

 8,514

 Convertible note payable to an entity, interest at 10%, due on August 15,
 2024, net of discount of $11,319 and $-0-, respectively (J)

 10,201

 –

 Convertible note payable to an entity, interest at 12%, due on September
 18, 2024, net of discount of $1,052 and $-0-, respectively (K)

 2,448

 –

 Convertible note payable to an entity, interest at 12%, due on January
 18, 2025, net of discount of $19,336 and $-0-, respectively (L)

 11,217

 –

 Note payable to an entity, terms to be agreed on and memorialized subsequent
 to May 31, 2024

 48,641

 –

 Note payable to the Small Business Administration under the Payroll Protection
 Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements.

 70,000

 70,000

 Note payable to the Small Business Administration under the Payroll Protection
 Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements.

 100,000

 100,000

 Notes payable to individuals, non-interest bearing,
 due on demand

 103,476

 103,476

 Total Notes Payable

 1,434,733

 1,465,138

 Less: Current Portion

 ( 1,434,733
)

 ( 1,465,138
)

 Long-Term Notes Payable

 $
 –

 $
 –

 F- 12

 (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).

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

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

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

 (X) On April 5, 2017, the Company issued
a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October
31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares
of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the
Conversion Date. See Note 9 (Derivative Liability).

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

 F- 13

 (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).

 (GG) On September 18, 2018, the Company
issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per
annum, was due on September 18, 2019, and is convertible at the option

 of the lender into shares of the Company
common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date.
See Note 9 (Derivative Liability).

 (SS) On November 30, 2020, the Company
issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above.
The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is
convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105%
of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately
preceding the date of the conversion. See Note 9 (Derivative Liability).

 (VV) On June 4, 2021, the Company issued
a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE),
(FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible
at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2)
50% of the lowest trading price of the common stock for the previous 15-day trading period. See Note 9 (Derivative Liability).

 (WW) On August 27, 2021, the Company
issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per
annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 (YY) On December 21, 2021, the Company
issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per
annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock.

 (ZZ) On February 8, 2022, the Company
issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12%
per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock.

 (AA) On June 10, 2022, the Company issued
a $38,880 Convertible Promissory Note to a lender for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum,
is due on June 10, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to the lower of (1) $0.05, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See
Note 9 (Derivative Liability).

 F- 14

 (C) On November 4, 2022, the Company
issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $25,000. The note bears interest at a rate of 12% per
annum, is due on November 4, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the lower of (1) $0.005, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.
See Note 9 (Derivative Liability).

 (F) On April 10, 2023, the Company issued
a $61,100 Convertible Promissory Note to a lender for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum,
is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price
equal to the lower of (1) $0.003, or (2) par value of common stock. See Note 9 (Derivative Liability).

 (J) On November 7, 2023, the Company
issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per
annum, is due on August 15, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 (K) On September 18, 2023, the Company
issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per
annum, is due on September 18, 2024, 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 in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).

 (L) On January 18, 2024, the Company
issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $22,800. The note bears interest at a rate of 12% per
annum, is due on January 18, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion
Price equal to the lower of $0.0002 or 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See
Note 9 (Derivative Liability).

 Concentration of Notes Payable

 The principal balance of the notes payable
was due to:

 Schedule of principal balance of the notes payable
was due

 Lender A

 $
 358,283

 $
 458,014

 Lender B

 209,874

 170,212

 14 other lenders

 898,285

 903,706

 Total

 1,466,442

 1,531,935

 Less debt discounts

 ( 31,709
)

 ( 66,794
)

 Net

 $
 1,434,733

 $
 1,465,138

 F- 15

 NOTE 8 – NOTES PAYABLE – RELATED PARTIES

 Notes payable – related parties
consisted of the following:

 Schedule of notes payable related parties

 Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured

 $
 2,073

 $
 2,073

 Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured

 69,250

 69,250

 Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured

 10,992

 19,449

 Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10)

 2,000,000

 2,000,000

 Total Notes Payable – Related Parties

 2,082,315

 2,090,772

 Less: Current Portion

 ( 2,082,315
)

 ( 2,090,772
)

 Long-Term Notes Payable

 $
 –

 $
 –

 NOTE 9 - DERIVATIVE LIABILITY

 The derivative liability at May 31,
2024 and 2023 consisted of:

 Schedule of derivative liability

 Face Value

 Derivative Liability

 Face Value

 Derivative Liability

 Convertible note payable issued December 29, 2015, due December
 29, 2016 (M)

 $

 $

 $

 $
 81,481

 Convertible note payable issued April 5, 2017, due on demand (W)

 29,000

 43,500

 29,000

 81,093

 Convertible note payable issued April 5, 2017, due on demand (X)

 21,500

 32,250

 21,500

 60,120

 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)

 71,296

 Convertible note payable issued September 18, 2018, due on September 18,
 2019 (GG)

 8,506

 8,506

 8,506

 17,326

 Convertible note payable issued November 30, 2020, due on November 30,
 2021 (SS)

 154,764

 7,040

 154,764

 151,020

 Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV)

 152,369

 4,224

 170,212

 153,285

 Convertible note payable issued August 27, 2021, due on August 27, 2022
 (WW)

 14,000

 7,538

 14,000

 18,707

 Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA)

 –

 –

 38,880

 154,078

 Convertible note payable issued November 4, 2022, due on November 4, 2023
 (C)

 12,649

 3,520

 30,555

 92,797

 Convertible note payable issued April 10, 2023, due on April 10, 2024 (F)

 76,375

 7,040

 61,100

 154,795

 Convertible note payable issued November 7, 2023, due on August 15, 2024
 (J)

 21,520

 5,209

 –

 –

 Convertible note payable issued September 18, 2023, due on September 18,
 2024 (K)

 3,500

 5,880

 –

 –

 Convertible note payable issued January 18, 2024,
 due on January 18, 2025 (L)

 30,555

 6,406

 –

 –

 Totals

 $
 599,738

 $
 206,113

 $
 703,517

 $
 1,035,998

 F- 16

 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, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from
$0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 231 days, (4) expected volatility of 428% and (5) risk free interest rates
ranging from 5.42% to 5.48%.

 Assumptions used for the calculations
of the derivative liability of the notes at May 31, 2023 include (1) stock price of $0.0041 per share, (2) exercise prices ranging from
$0.00004 to $0.001755 per share, (3) terms ranging from 0 days to 315 days, (4) expected volatility of 2,189% and (5) risk free interest
rates ranging from 4.65% to 5.28%.

 Concentration of Derivative Liability

 The derivative liability relates to
convertible notes payable due to:

 Schedule of derivative liability relates to
convertible notes payable due

 Lender A

 $
 7,040

 $
 151,020

 Lender B

 –

 153,285

 Lender C

 3,520

 415,233

 Lender D

 55,268

 107,329

 5 other lenders

 140,285

 209,131

 Total

 $
 206,113

 $
 1,035,998

 NOTE 10 - EQUITY TRANSACTIONS

 On October 13, 2022 (the "Closing
Date"), the Company entered into a Standby Equity Commitment Agreement (the "Equity Agreement" by and among the Company,
and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company's
sole discretion, up to five million dollars ($5,000,000) of the Company's common stock (the "Put Shares") at a purchase price
of 90% of the average of the two (2) lowest volume weighted average prices of the Company's Common Stock on OTCQB during the six
(6) Trading Days immediately following the Clearing Date.

 Contemporaneous therewith, the Company
and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant
in a registration statement on Form S-1 (the "Registration Statement"). The Registration Statement was filed on October 21,
2022.

 F- 17

 During the year ended May 31, 2024,
the Company issued an aggregate of 349,461,323 shares of common stock pursuant to the Equity Agreement for net proceeds of $ 55,730.

 During the quarter ended May 31, 2024,
the Company's transfer agent issued 231,018,188 shares of common stock pursuant to the Equity Agreement. These shares were issued
in error as the company never received any proceeds and thus the transaction was cancelled. The shares issued will be returned to treasury
subsequent to May 31, 2024. These shares have not been included in the financial statements for the year ended May 31, 2024.

 During the year ended May 31, 2023,
the Company issued an aggregate of 73,753,000 shares of common stock for the conversion of notes payable and accrued interest in the aggregate
amount of $ 147,507.

 During the year ended May 31, 2023,
the Company issued 666,666,668 shares of common stock for the acquisition of Simply Whim, Inc. See Note 12 – Investment in Acquisition.

 During the year ended May 31, 2024,
the Company issued an aggregate of 2,265,475,967 shares of common stock for the conversion of notes payable and accrued interest in the
aggregate amount of $ 350,472.

 During the year ended May 31, 2024,
the Company issued an aggregate of 185,000,000 shares of common stock for consulting and investor relations services rendered to the Company.
The shares were valued using the market price for the stock on the date of issuance. The Company recognized $ 102,700 in expenses which
is included in "Salaries and Consulting Fees" in the Consolidated Statement of Operations for the year ended May 31, 2024.

 NOTE 11 - COMMITMENTS AND CONTINGENCIES

 Consulting Agreements with Individuals

 The Company has entered into Consulting
Agreements with the Company's Chief Executive Officer, the wife of the Company's Chief Executive Officer, the mother of the
Company's Chief Executive Officer, and other service providers (see Note 5 – Accrued Consulting Fees). The Consulting Agreement
with the Company's Chief Executive Officer provides for monthly

 compensation of $20,000. The Consulting
Agreement with the wife of the Company's Chief Executive Officer provided for monthly compensation of $15,000 and expired on May
31, 2021. The Consulting Agreement with the mother of the Company's Chief Executive Officer provides for monthly compensation of
$5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500
and were terminated as of November 30, 2019.

 Corporate Consulting Agreement

 On March 14, 2018, the Company executed
a Corporate Consulting Agreement (the "Agreement") with a consulting firm entity (the "Consultant"). The Agreement
provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4
months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior
notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1,
2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018
which was expensed and included in "Salaries and Consulting Fees" in the Consolidated Statement of Operations for the year
ended May 31, 2018. No other amounts were accrued at May 31, 2022 and 2021. On October 16, 2018 (see Note 10), the Company issued 5,000
shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that
the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.

 F- 18

 NOTE 12 – INVESTMENT IN ACQUISITION

 On September 20, 2022, the Company entered
into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation ("SIMPLY WHIM"), in
exchange for 666,666,668 shares of common stock of the Company and a promissory note in the face amount of $ 2,000,000. SIMPLY WHIM is
a skin care product development company. At the date of the acquisition, the price per share of the company shares was $0.0063. The total
consideration paid by the company (value of stock issued and promissory note) was $ 6,200,000 which has been recorded as Investment in
Acquisition on the balance sheet.

 NOTE 13 - 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, 2024, the Company had negative working capital of $ 6,030,701 and an accumulated
deficit of $ 14,863,486. 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, 2025
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 14 – SUBSEQUENT EVENTS

 Subsequent to May 31, 2024, the Company
issued an aggregate of 473,936,508 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount
of $54,127.

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

 F- 19

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

 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, 2024, the end
of our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure
controls and procedures were not effective as of the end of the period covered by this annual report. One member of our management team
handles all accounting duties including the recording of transactions, paying bills, and reconciling the bank account. We have minimized
this risk by having an external accountant review all transactions and make the appropriate adjustments. We do not have a formal audit
committee.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but
not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed
in accordance with management's authorization and recorded properly to permit the preparation of financial statements in conformity
with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control
over financial reporting as of May 31, 2024. 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, 2024, our internal control over financial reporting is not effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
US generally accepted accounting principles. This annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by
the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only management's report in this annual report.

 Inherent limitations on effectiveness of controls

 Internal control over financial
reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the financial reporting process, and it is possible to design into
the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Changes in Internal Control over Financial
Reporting

 None.

 ITEM 9B. OTHER INFORMATION.

 Change in Auditor

 On May 30, 2024, the Company
dismissed its independent registered accounting firm Green Growth CPA's and engaged Olayinka Oyebola & Company as its independent
accountant following the prior accountant's dismissal.

 During the
quarter ended May 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 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)

 Marc Angell has been the Chief Executive Officer
 of The Marquie Group, Inc. since November 2012. His career in media and broadcasting began in 1977 when he changed his major from Filmmaking
 to Broadcasting at Columbia Motion Picture College. With a background in on-air and broadcast production, Angell's trajectory took a significant
 turn when he acquired the renowned "Music of Your Life" trademark in 2008. Since 1978, "Music of Your Life" has been
 a cornerstone of the Adult Standards music format, broadcasting around the clock to radio stations throughout the United States and Canada.
 In November 2012, Angell founded Music of Your Life, Inc., an entertainment company aimed at expanding the brand beyond radio into television
 programming, live concerts, internet radio, and merchandising. The brand, known for its celebrity announcers, has been featured in popular
 TV shows, movies, celebrity cruises, and Time Life music collections.

 In 2000, Angell founded Planet Halo, a wireless
 telecommunications company where he served as CEO. There, he developed the "Halo," a wireless messaging device and software
 platform that offered a cost-effective alternative to the Blackberry. Under his leadership, Planet Halo launched the nation's first
 wireless MESH system for marine use, providing wireless internet access to Ventura Harbor, California. In May 2004, he sold Planet Halo
 to Concierge Technologies, Inc., now known as Marygold, Inc. (NYSE: MGLD). Previously, Angell served as a director at Wireless Village,
 Inc., a telecommunications solutions provider, and at Concierge Technologies, Inc., a public company, from June 2004 to January 2008.

 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 one-way pagers for Angellcom that broke the traditional mold of pagers by offering them in multiple, vibrant colors. He also
 delivered the nation's first alpha-numeric pager that sold for under $100. As a result, Angellcom became one of the largest suppliers
 of one-way pagers in North America.

 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. Angell
 became the first US citizen to hold a spectrum license in Mexico.

 Earlier in his career, Angell worked in various
 roles in the film industry, both in front of and behind the camera, before transitioning into broadcasting. He spent nearly two decades
 as a radio disc jockey, news reporter for radio and television, sports anchor, weather announcer, and writer of news and feature stories
 for both radio and TV.

 Mr. Angell was the creator, and first-to-market
with the "iPad" trademark, the "HALO" trademark, and the "WINGS" trademark, all of which were successfully
negotiated with their respective current owners.

 (1) The business address of
each of our directors is 7901 4 th St. N, Ste. 4887, St. Petersburgh, FL 33702

 Director Independence

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

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

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

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

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

 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, 2024, 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 resum 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.

 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, 2024, based solely upon a review of such materials as are required by the Securities and Exchange Commission,
no other officer, director, or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed
to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the
Exchange Act of 1934.

 Code of Ethics

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

 ITEM 11. EXECUTIVE COMPENSATION.

 The following table summarizes
the total compensation for the two fiscal years ended May 31, 2023 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.

 Executive salaries have
been accrued and remain unpaid for the years ending May 31, 2024, and 2023. 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, 2024; thus, these items are omitted
from the table below:

 Summary Compensation Table

 Name and Principal Position

 Fiscal Year

 Salary

 Stock Awards

 All Other Compensation (1)

 Total

 Marc Angell

 2024

 $
 –

 $
 –

 $

 $

 Chief Executive Officer, Secretary

 2023

 $
 –

 $
 –

 $
 120,000

 $
 120,000

 (1)

 Accrued consulting fees. 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.

 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, 2024.

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

 The following table sets forth
the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of
the outstanding shares of our common stock, and our executive officers and directors as a group, as of September 10, 2019. Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has
the same address as us. Our address is 7901 4 th St. N, Ste. 4887, St. Petersburgh, FL 33702. As of August 24, 2024, there were
3,888,065,460 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)

 –

 17%

 Marc Angell (2)

 –

 17%

 All directors/director nominees and executive officers as a group (1 person)

 –

 17%

 (1)

 Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 666,699,719 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 666,699,719 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 17% of the voting securities of the Company.

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

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

 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.

 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
May 31, 2023, 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 ("TMGI"), pursuant to which the Company merged with
TMGI. The Company was the surviving corporation. Each shareholder of TMGI received one (1) share of common stock of the Company for every
one (1) share of TMGI common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares
of TMGI held by TMGI shareholders were cancelled, and 100,000 shares of common stock of the Company were issued to the TMGI 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 TMGI merger will provide the Company with certain registered trademarks and intellectual
property of TMGI with respect to health, beauty, and social networking products.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 On August 23, 2024, the Company
dismissed its independent registered accounting firm Green Growth CPA's and engaged Olayinka Oyebola & Company as its independent
accountant following the prior accountant's dismissal. The following table sets forth fees invoiced by our independent registered
accounting firm during the fiscal years ended May 31, 2024, and 2023:

 2024

 2023

 Audit Fees

 $
 34,000

 $
 31,500

 Audit Related Fees

 -0-

 -0-

 Tax Fees

 -0-

 -0-

 All Other Fees

 -0-

 -0-

 Total Fees

 $
 34,000

 $
 31,500

 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.

 ITEM 15. EXHIBITS.

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

 Exhibit

 Number

 Description

 3.1

 Amended and Restated Articles of Incorporation dated March 19, 2021 (incorporated by reference to
 Exhibit 3.1 to the Registrant's Current Report on Form S-1/A filed on November 22, 2022)

 14.1

 Code of Ethics for the Registrant (incorporated by reference to Exhibit 14.1 to the Registrant's Current Report on Form S-1/A filed on November 22, 2022)

 21.1

 Subsidiaries of the Registrant

 31.1

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Marc Angell

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Marc Angell

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ITEM 16. FORM 10-K SUMMARY.

 None.

 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.

 /s/ Marc Angell

 Dated: September 10, 2024

 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 10, 2024

 Marc Angell

 /s/ Marc Angell

 Director

 September 10, 2024

 Marc Angell