Marquie Group Pivots to Health & Beauty Amid Radio Revamp

TL;DR

**TMGI is a highly speculative microcap undergoing a massive, dilutive pivot into health and beauty, so proceed with extreme caution.**

AI Summary

Marquie Group, Inc. (TMGI) reported a significant strategic shift for the year ended May 31, 2025, moving from a pure radio advertising model to an integrated direct-to-consumer firm specializing in marketing, product development, and broadcasting. This transformation was necessitated by a decrease in advertising revenue, loss of key on-air personalities, and facility closure due to the 2020 pandemic. The company recapitalized, partnered with Simply Whim, Inc. (Whim), acquiring a 25% stake, and secured new investment to integrate tangible goods and services, specifically health and beauty products. TMGI beneficially owns 100% of Music of Your Life, Inc. (MOYL), the longest-running syndicated music radio network. The company is actively raising capital through two S-1 Registrations, which will lead to shareholder dilution. As of August 26, 2025, the aggregate market value of common stock held by non-affiliates was $114,050, with 4,212,497,884 shares outstanding as of September 5, 2025. The strategic outlook includes expanding MOYL's affiliate base, enhancing its digital presence, and converting its 100,000-title music catalog to FLAC for improved audio quality.

Why It Matters

Marquie Group's strategic pivot into health and beauty, alongside its legacy radio network, represents a high-stakes gamble for investors. The company's reliance on investor support and anticipated dilution from S-1 registrations signal a critical period for its financial stability and growth. For employees, this shift could mean new opportunities in product development and marketing, but also pressure to integrate disparate business models. Customers of Music of Your Life may experience enhanced audio quality and expanded digital offerings, while Simply Whim customers gain access to a broader marketing platform. In the competitive landscape, TMGI is attempting to carve out a niche by leveraging its broadcast reach for direct-to-consumer product sales, a model that could either provide synergistic growth or strain limited resources.

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, they are raising capital via two S-1 Registrations, leading to anticipated "dilution in the coming months." The aggregate market value of common stock held by non-affiliates was only $114,050 as of August 26, 2025, indicating a very small and potentially illiquid market.

Analyst Insight

Investors should approach TMGI with extreme caution, recognizing the high risk of dilution and reliance on external funding. Monitor the progress of their health and beauty segment, Simply Whim, and the success of their capital raises. Await evidence of sustained, independent revenue generation before considering any investment.

Revenue Breakdown

Key Numbers

• $114,050 — Aggregate market value of common stock held by non-affiliates (as of August 26, 2025, indicating a very small market capitalization)
• 4,212,497,884 — Shares of common stock issued and outstanding (as of September 5, 2025, highlighting significant share count)
• 100% — Ownership of Music of Your Life, Inc. (as of May 31, 2025, showing full control over the broadcast segment)
• 25% — Ownership of Simply Whim, Inc. (as of May 31, 2025, indicating a significant stake in the health and beauty segment)
• 1978 — Launch year of Music of Your Life (making it the longest-running syndicated music radio network)
• 400,000 — Hours of continuous radio programming (aired by Music of Your Life since its inception)
• 100,000 — Number of song titles in Music of Your Life catalogue (being converted to FLAC format for improved quality)
• 90 — Number of countries reached by Music of Your Life internet simulcast (demonstrating global reach)
• 2025 — Fiscal year end (for which this 10-K report is filed)
• 320 kbs — Streaming bitrate (used by Music of Your Life for high-quality audio throughput)

Key Players & Entities

• Marquie Group, Inc. (company) — registrant
• Music of Your Life, Inc. (company) — wholly owned subsidiary
• Simply Whim, Inc. (company) — 25% owned affiliate
• Al Ham (person) — founder of Music of Your Life
• Gary Owens (person) — legendary announcer for Music of Your Life
• Tony Bennett (person) — singer of Music of Your Life theme song
• CBS Records (company) — partnered with Music of Your Life
• FINRA (regulator) — approved ticker symbol change
• Securities and Exchange Commission (regulator) — filing body
• Federal Communications Commission (regulator) — changed rules for AM/FM broadcasting

FAQ

Risk Factors

• Significant Shareholder Dilution [high — financial]: The company is actively raising capital through two S-1 Registrations, which will lead to significant shareholder dilution. As of August 26, 2025, the aggregate market value of common stock held by non-affiliates was only $114,050, indicating a very small market capitalization and potential difficulty in raising substantial capital without diluting existing shareholders.
• Dependence on Advertising Revenue [medium — market]: The company experienced a decrease in advertising revenue, which necessitated a strategic shift. While diversifying into direct-to-consumer products, the broadcast segment's reliance on advertising revenue remains a risk, especially given the historical impact of events like the 2020 pandemic.
• Loss of Key Personnel [medium — operational]: The company suffered from the loss of key on-air personalities due to illness, impacting its broadcast operations. The ability to retain and attract talent is crucial for the continued success of the Music of Your Life network.
• Facility Closure [low — operational]: The closure of its main production facility due to the 2020 pandemic highlights operational vulnerabilities. Future disruptions could impact broadcasting and product development capabilities.
• Competition in Health and Beauty [medium — market]: The company's expansion into the health and beauty sector through its stake in Simply Whim, Inc. exposes it to a highly competitive market. Success will depend on product differentiation, marketing effectiveness, and consumer adoption.
• Cybersecurity Risks [medium — regulatory]: The company acknowledges cybersecurity risks, which could lead to data breaches, operational disruptions, and reputational damage. Effective measures are crucial to protect sensitive information and maintain customer trust.

Industry Context

The media landscape is rapidly evolving, with traditional radio advertising facing challenges from digital platforms and changing consumer habits. Companies like TMGI are navigating this by integrating direct-to-consumer models, leveraging existing assets like radio networks and music catalogs for broader revenue streams. The health and beauty sector, where TMGI is expanding, is highly competitive but offers significant growth potential through targeted marketing and product development.

Regulatory Implications

TMGI's reliance on S-1 Registrations for capital raises subjects it to SEC regulations and scrutiny regarding disclosures and investor protection. The company also faces general regulatory considerations related to broadcasting standards and consumer product safety within the health and beauty market.

What Investors Should Do

1. Monitor dilution from capital raises
2. Assess the success of the DTC strategy
3. Evaluate the competitive positioning of MOYL
4. Scrutinize management's ability to execute the turnaround

Key Dates

• 2020-01-01: COVID-19 Pandemic Impact — Led to decreased advertising revenue, loss of key personnel, and facility closure, necessitating a strategic business model reevaluation.
• 2025-05-31: Fiscal Year End — Reporting period for the 10-K, reflecting the company's strategic shift and new business segments.
• 2025-05-31: Acquisition of 25% stake in Simply Whim, Inc. — Marks a significant step in the company's transformation into a direct-to-consumer firm, integrating health and beauty products.
• 2025-05-31: 100% ownership of Music of Your Life, Inc. — Confirms full control over the company's core broadcast asset, the longest-running syndicated music radio network.
• 2025-08-26: Aggregate market value of common stock held by non-affiliates reported — Indicated a market capitalization of $114,050, highlighting the company's small size and potential for dilution.
• 2025-09-05: Shares of common stock issued and outstanding reported — 4,212,497,884 shares outstanding, emphasizing a very large share count and potential for dilution.

Glossary

Syndicated radio network

A service that provides radio programming to multiple affiliated radio stations, allowing for wider distribution of content. (Music of Your Life, Inc. (MOYL) is the longest-running syndicated music radio network, forming a core part of TMGI's broadcast segment.)

Direct-to-consumer (DTC)

A business model where companies sell their products or services directly to end customers, bypassing intermediaries like retailers. (TMGI is transforming into a DTC firm, specializing in marketing, product development, and broadcasting, with a focus on health and beauty products.)

Recapitalized

Restructuring a company's debt and equity to improve its financial health or facilitate growth. (TMGI recapitalized to support its strategic shift and secure new investment for its transformation.)

S-1 Registration

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (TMGI is actively raising capital through two S-1 Registrations, which is expected to lead to shareholder dilution.)

Aggregate market value of common stock held by non-affiliates

The total market value of a company's publicly traded shares held by investors who are not company insiders or major shareholders. (This metric was reported as $114,050 as of August 26, 2025, indicating a very small market capitalization for TMGI.)

FLAC

Free Lossless Audio Codec, an audio coding format that is lossless, meaning that audio is not degraded. (TMGI is converting its 100,000-title music catalog to FLAC for improved audio quality, enhancing the value of its MOYL asset.)

Year-Over-Year Comparison

The company has undergone a significant strategic transformation from a pure radio advertising model to an integrated direct-to-consumer firm. This shift was driven by a decline in advertising revenue and operational challenges. The current filing reflects the integration of health and beauty products through a stake in Simply Whim, Inc., and a focus on enhancing the Music of Your Life network's digital presence and catalog quality. New risks related to capital raising and market competition in the DTC space are now prominent.

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value TMGI OTC Markets Securiti
• $0.01 — uirements regarding stocks priced below $0.01 and, in many instances, have refused to

Filing Documents

• marquie_i10k-053125.htm (10-K) — 800KB
• marquie_ex2101.htm (EX-21.1) — 1KB
• marquie_ex3101.htm (EX-31.1) — 7KB
• marquie_ex3200.htm (EX-32) — 3KB
• 0001683168-25-006872.txt ( ) — 4029KB
• tmgi-20250531.xsd (EX-101.SCH) — 36KB
• tmgi-20250531_cal.xml (EX-101.CAL) — 43KB
• tmgi-20250531_def.xml (EX-101.DEF) — 79KB
• tmgi-20250531_lab.xml (EX-101.LAB) — 281KB
• tmgi-20250531_pre.xml (EX-101.PRE) — 227KB
• marquie_i10k-053125_htm.xml (XML) — 481KB

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

View Full Filing

View this 10-K filing on SEC EDGAR