Marquie Group Amends 10-K for Minor Revenue Adjustment; Dilution Expected

TL;DR

**TMGI is still burning cash and warning of massive dilution, so don't expect a turnaround anytime soon.**

AI Summary

Marquie Group, Inc. (TMGI) filed a 10-K/A on September 17, 2025, to correct an omission of approximately $11,040 in revenue from a new customer for the fiscal year ended May 31, 2025. This correction is explicitly stated to have no material impact on the overall financial results or disclosures. The company operates in two segments: Broadcast, through its wholly-owned subsidiary Music of Your Life, Inc. (MOYL), and Health and Beauty, holding a 25% stake in Simply Whim, Inc. (Whim). TMGI's business strategy, necessitated by a significant decline in advertising revenue and operational challenges during the 2020 pandemic, involves integrating tangible goods and services, recapitalizing the company, and securing new investment, including a stake in Simply Whim. The company is actively raising capital through two S-1 Registrations, which will lead to shareholder dilution. As of September 5, 2025, there were 4,212,497,884 shares of common stock issued and outstanding, with a non-affiliate market value of $114,050 as of August 26, 2025. TMGI remains reliant on investor support to fund operations until it can generate sufficient independent revenue.

Why It Matters

This 10-K/A filing highlights Marquie Group's ongoing financial fragility and reliance on external capital, despite a minor revenue correction. For investors, the explicit warning of 'shareholder dilution in the coming months' due to active S-1 Registrations is a critical signal, indicating potential downward pressure on per-share value. The company's pivot to health and beauty products via Simply Whim, while maintaining its legacy radio network, suggests a struggle to find a sustainable, profitable business model in a competitive market. This strategic shift and capital dependency could impact employee stability and customer perception of the brand's long-term viability, especially against larger, more diversified competitors.

Risk Assessment

Risk Level: high — The company explicitly states, "Our company remains reliant on investor support to provide sufficient working capital until we can independently generate enough revenue to maintain operations independently." Furthermore, it warns shareholders to "anticipate dilution in the coming months as we draw down on these equity lines," indicating a high dependency on dilutive financing to meet objectives.

Analyst Insight

Investors should exercise extreme caution and consider this a high-risk speculative play. Given the explicit warning of significant shareholder dilution and reliance on external capital, potential investors should wait for clear evidence of sustained profitability and reduced capital dependency before considering an investment.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $11,040 — Revenue correction (Inadvertently excluded from financial statements, deemed non-material)
• 4,212,497,884 — Shares outstanding (As of September 5, 2025, indicating significant share count)
• $114,050 — Non-affiliate market value (As of August 26, 2025, highlighting a very small market capitalization)
• 25% — Ownership stake (In Simply Whim, Inc., a key part of the new business strategy)
• 100% — Ownership stake (In Music of Your Life, Inc., the broadcast segment)
• 2 — Operating segments (Broadcast and Health and Beauty)
• 2 — Active S-1 Registrations (For raising capital, expected to cause dilution)
• 400,000 — Hours of broadcasting (Music of Your Life's continuous broadcast since 1978)
• 100,000 — Song catalogue titles (Available through Music of Your Life)
• 90 — Countries reached (By Music of Your Life's internet simulcast)

Key Players & Entities

• Marquie Group, Inc. (company) — Registrant
• Music of Your Life, Inc. (company) — Wholly-owned subsidiary
• Simply Whim, Inc. (company) — 25% owned affiliate
• SEC (regulator) — Securities and Exchange Commission
• $11,040 (dollar_amount) — Revenue correction amount
• $114,050 (dollar_amount) — Market value of common stock held by non-affiliates as of August 26, 2025
• 4,212,497,884 (dollar_amount) — Shares of common stock issued and outstanding as of September 5, 2025
• Al Ham (person) — Founder of Music of Your Life
• Tony Bennett (person) — Singer of Music of Your Life's theme song
• Gary Owens (person) — Legendary announcer for Music of Your Life

FAQ

Risk Factors

• Reliance on Investor Funding [high — financial]: The company is actively raising capital through two S-1 Registrations, indicating a significant reliance on investor support to fund operations. This reliance is expected to continue until the company can generate sufficient independent revenue.
• Shareholder Dilution [high — financial]: The company is pursuing capital raises through two S-1 Registrations. These capital raises are expected to lead to significant shareholder dilution, impacting the value of existing shares.
• Declining Advertising Revenue [medium — market]: The company experienced a significant decline in advertising revenue, exacerbated by the 2020 pandemic. This necessitated a strategic shift towards integrating tangible goods and services.
• Operational Challenges [medium — operational]: The 2020 pandemic led to operational challenges including the loss of key on-air personalities and the closure of the main production facility. These events required a substantial reevaluation of the business model.
• Low Market Capitalization [medium — financial]: As of August 26, 2025, the non-affiliate market value was $114,050, highlighting a very small market capitalization. This could impact the company's ability to attract further investment and its overall financial stability.
• Securities Law Compliance [medium — regulatory]: The company is actively engaged in capital raising activities, including filing S-1 Registrations. Compliance with federal and state securities laws is critical to avoid potential legal and regulatory repercussions.
• Significant Share Count [low — financial]: As of September 5, 2025, there were 4,212,497,884 shares of common stock issued and outstanding. This large number of shares could dilute earnings per share and impact shareholder value.

Industry Context

Marquie Group operates in the broadcasting and health and beauty sectors. The broadcasting segment, through Music of Your Life, Inc. (MOYL), is a long-standing syndicated radio network. The health and beauty segment involves a stake in Simply Whim, Inc. (Whim), a direct-to-consumer brand. The company's strategy involves integrating tangible goods and services, a pivot likely driven by the challenging advertising revenue environment and the rise of direct-to-consumer models.

Regulatory Implications

TMGI's active pursuit of capital through S-1 Registrations places it under significant SEC scrutiny. Ensuring full compliance with securities laws is paramount to avoid penalties and maintain investor confidence. The company's reliance on investor funding and the potential for shareholder dilution are key areas that regulators and investors will monitor.

What Investors Should Do

1. Monitor Capital Raise Progress and Dilution
2. Assess Viability of New Business Strategy
3. Evaluate Operational Stability and Revenue Growth
4. Understand Market Capitalization and Liquidity

Key Dates

• 2025-09-17: Filing of 10-K/A — Corrected an immaterial omission of $11,040 in revenue for the fiscal year ended May 31, 2025, without impacting overall financial results.
• 2025-08-26: Non-affiliate market value recorded — Market value of $114,050 highlights the company's very small market capitalization as of this date.
• 2025-09-05: Shares outstanding recorded — 4,212,497,884 shares outstanding as of this date, indicating a substantial number of shares in circulation.
• 2025-05-31: Fiscal Year End — The period for which the 10-K/A provided corrected revenue figures. TMGI owned 100% of MOYL and 25% of Whim as of this date.
• 2020: Pandemic Impact — Significant decline in advertising revenue and operational challenges, prompting a strategic business model reevaluation and transformation.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing indicates a correction to TMGI's annual report, though deemed immaterial.)

S-1 Registration

A registration statement filed with the SEC to register securities for public sale. (TMGI is using these to raise capital, which is a key part of its current strategy and will lead to shareholder dilution.)

Syndicated Radio Network

A radio program or series that is licensed or sold by a producer or distributor to multiple radio stations for broadcast. (This describes the core business of TMGI's subsidiary, Music of Your Life, Inc. (MOYL).)

Direct to Consumer (DTC)

A business model where a company sells its products directly to end customers, bypassing intermediaries like retailers. (This is the model for Simply Whim, Inc. (Whim), in which TMGI has a 25% stake and is integrating into its strategy.)

Shareholder Dilution

The reduction in the value of existing shareholders' equity resulting from the issuance of new shares. (A direct consequence of TMGI's capital raising activities through S-1 Registrations.)

Micro-cap Space

Refers to companies with a very small market capitalization, typically under $300 million. (TMGI operates within this space, and recent changes in this market have influenced its strategy.)

Year-Over-Year Comparison

The 10-K/A filing specifically addresses a minor revenue correction of $11,040 for the fiscal year ended May 31, 2025, which was deemed immaterial and did not alter the overall financial picture. The core business strategy, driven by pandemic impacts and a need for capital, remains consistent with previous disclosures, emphasizing reliance on investor funding and strategic integration of new ventures like Simply Whim. No significant changes in revenue growth, margin trends, or new material risks were highlighted beyond the ongoing capital raising efforts and their dilutive effects.

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value TMGI OTC Markets Securiti
• $11,040 — o correct the omission of approximately $11,040 in revenue from a new customer that was
• $0.01 — uirements regarding stocks priced below $0.01 and, in many instances, have refused to

Filing Documents

• marquie_i10ka1.htm (10-K/A) — 805KB
• marquie_ex2101.htm (EX-21.1) — 1KB
• marquie_ex3101.htm (EX-31.1) — 7KB
• marquie_ex3200.htm (EX-32) — 3KB
• 0001683168-25-007054.txt ( ) — 4051KB
• tmgi-20250531.xsd (EX-101.SCH) — 36KB
• tmgi-20250531_cal.xml (EX-101.CAL) — 44KB
• tmgi-20250531_def.xml (EX-101.DEF) — 78KB
• tmgi-20250531_lab.xml (EX-101.LAB) — 282KB
• tmgi-20250531_pre.xml (EX-101.PRE) — 228KB
• marquie_i10ka1_htm.xml (XML) — 482KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 10 Item 1B. Unresolved Staff Comments 10 Item 1C. Cybersecurity 10 Item 2.

Properties

Properties 10 Item 3.

Legal Proceedings

Legal Proceedings 10 Item 4. Mine Safety Disclosures 10 PART II 11 Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuers Purchases of Equity Securities 11 Item 6.

Selected Financial Data

Selected Financial Data 12 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 20 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 20 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 38 Item 9A.

Controls and Procedures

Controls and Procedures 38 Item 9B. Other Information 39 PART III 40 Item 10. Directors, Executive Officers, and Corporate Governance 40 Item 11.

Executive Compensation

Executive Compensation 42 Item 12.

Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters 43 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 Item 14. Principal Accountant Fees and Services 45 PART IV 46 Item 15. Exhibits and Financial Statement Schedules 46 Item 16. Form 10-K Summary 46 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 o

BUSINESS

ITEM 1. BUSINESS. Relationship with Music of Your Life, Inc. (MOYL) As of May 31, 2025, TMGI beneficially owned 100% of the outstanding shares of MOYL common stock. MOYL is the longest running syndicated music radio network in the world. MOYL provides radio programming 24 hours a day, 7 days a week to AM, FM, and HD stations across the United Relationship with Simply Whim, Inc. (Whim) As of May 31, 2025, TMGI beneficially owned 25% of the outstanding shares of Whim common stock. Whim is a direct to consumer, skin care and healthy supplements brand dedicated to high quality, safe and efficacious beauty enhancing products. Simply Whim currently buys radio commercials from the Company for broadcast on the Music of Your Life network. Corporate Information The Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in marketing, product development, and broadcasting, including a syndicated radio network. We 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 e

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View this 10-K/A filing on SEC EDGAR