UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| (Mark One) | |
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| 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:
| Exact name of registrant as specified in its Charter) |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employee Identification No.) | |
|
|
||
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including
area code:
Not Applicable
(Former Name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
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 is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of October 15, 2026 there were shares of $0.0001 par value common stock, issued and outstanding.
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TRANSGLOBAL MANAGEMENT GROUP, INC.
(formerly The Marquie Group, Inc.)
Consolidated Balance Sheets
| August 31, | May 31, | |||||||
| 2026 | 2026 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid investment | ||||||||
| Total Current Assets | ||||||||
| OTHER ASSETS | ||||||||
| Investment in Acquisition | ||||||||
| Loans receivable, related party | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest payable on notes payable | ||||||||
| Accrued consulting fees | ||||||||
| Notes payable | ||||||||
| Notes payable to related parties | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred Stock, $ par value; shares authorized, and shares issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Common stock payable | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 3 |
TRANSGLOBAL MANAGEMENT GROUP, INC.
(formerly The Marquie Group, Inc.)
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | ||||||||
| August 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of Revenues | ||||||||
| Gross profit | ||||||||
| OPERATING EXPENSES | ||||||||
| Salaries and Consulting fees | ||||||||
| Professional fees | ||||||||
| Other selling, general and administrative | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Gain on extinguishment of debt | ||||||||
| Income from derivative liability | ||||||||
| Loss of markdown of investment | ( | ) | ||||||
| Interest expense (including amortization of debt discounts of $ | ( | ) | ( | ) | ||||
| Total Other Income (Expenses) | ( | ) | ||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ) | ||||||
| INCOME TAX EXPENSE | ||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | ||||
| BASIC AND DILUTED: | ||||||||
| Net loss per common share | $ | $ | ) | |||||
| Weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these financial statements
| 4 |
TRANSGLOBAL MANAGEMENT GROUP, INC.
(formerly The Marquie Group, Inc.)
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
| Three Months Ended August 31, 2026 | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | Capital | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||||||
| Adjustments for GetGolf purchase | – | – | ||||||||||||||||||||||||||||||
| Common stock issued for cashless exercise of warrants | – | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for conversion of debt | – | |||||||||||||||||||||||||||||||
| Net income for the three months ended August 31, 2026 | – | – | ||||||||||||||||||||||||||||||
| Balance, August 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Three Months Ended August 31, 2025 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock cancelled for Standby Equity Agreement | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Forgiveness of SBA PPP loans | – | – | ||||||||||||||||||||||||||
| Round up of shares for reverse split | – | |||||||||||||||||||||||||||
| Net loss for the three months ended August 31, 2025 | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
Note: The above statements reflect retroactively the 1 share for 1,000 shares reverse split effective June 5, 2025.
| 5 |
TRANSGLOBAL MANAGEMENT GROUP, INC.
(formerly The Marquie Group, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended | ||||||||
| August 31, 2026 | August 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||||||
| Depreciation of music inventory | ||||||||
| Common stock issued for services | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Amortization of debt discounts | ||||||||
| Default fees added to notes principal balance | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Loss on write down of investment | ||||||||
| Adjustments for Stand-by Golf purchase agreement | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid investment | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accrued interest payable on notes payable | ||||||||
| Accrued consulting fees | ||||||||
| Net Cash Provided (Used) by Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments of notes payable to related parties | ( | ) | ||||||
| Payments from loans receivable to related parties | ( | ) | ||||||
| Net Cash Provided (Used) by Financing Activities | ( | ) | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash Payments For: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Accrued consulting fees converted into promissory note | $ | $ | ||||||
| Conversion of debt and accrued interest into common stock | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 6 |
TRANSGLOBAL MANAGEMENT GROUP, INC.
(formerly The Marquie Group, Inc.)
Notes to the Consolidated Financial Statements
August 31, 2026
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Organization
Transglobal Management Group, Inc. (formerly The Marquie Group, 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. On May 31, 2013, the Company entered into a Merger Agreement with Music of Your Life, Inc. (“MYL”), a Nevada corporation. As a result of the merger, MYL became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., a syndicated radio network.
On August 16, 2018, the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.”
On October 20, 2025, Marc Angell,
the Chief Executive Officer and controlling shareholder of The Marquie Group, Inc. (“TMGI”), and Jacquie Angell (the “Sellers”),
entered into a Purchase Agreement, as amended (the “Purchase Agreement”) with GetGolf.com (“GetGolf”), pursuant
to which GetGolf agreed to acquire from the Sellers, for an aggregate purchase price of $
For financial reporting purposes, the Purchase Agreement transaction will be accounted for as a “reverse merger” rather than a business combination, because GetGolf effectively controls the combined companies immediately following the transaction. As such, GetGolf is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a reverse acquisition of TMGI. Accordingly, the assets and liabilities and the historical operations of TMGI will be reflected in the ongoing financial statements. TMGI’s capital accounts and retained earnings will be carried forward, thus, the capital accounts and retained earnings of GetGolf have been eliminated in the consolidated financial statements.
On December 16, 2025, The Marquie Group, Inc. amended and restated its Articles of Incorporation providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.”
Reverse Stock Split
Effective June 5, 2025, the Company
effectuated a
Basis of Presentation
The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended August 31, 2026, are not necessarily indicative of results that may be expected for the year ending May 31, 2027.
| 7 |
Segment Reporting
We operate in a single segment and a single segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.
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 August 31, 2026, the Company had negative working capital of $
To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates a net loss for the fiscal year ending May 31, 2027, 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.
NOTE 2 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| August 31, | May 31, 2026 | |||||||
| Due to previous Chief Executive Officer (Related Party) pursuant to Consulting Agreement dated January 30, 2026 – monthly compensation of $15,000 to July 30, 2027 | $ | $ | ||||||
| Total | $ | $ | ||||||
The accrued consulting fees balance changed as follows:
| Three Months Ended August 31, 2026 | Year Ended May 31, 2026 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Compensation expense accrued pursuant to consulting agreements | ||||||||
| Accrued consulting fees written off | ( | ) | ||||||
| Accrued consulting converted into promissory note | ( | ) | ||||||
| Payments to consultants | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
See Note 8 (Commitments and Contingencies).
| 8 |
NOTE 3 – NOTES PAYABLE
Notes payable consisted of the following:
| August 31, 2026 | May 31, 2026 | |||||||
| Notes payable to an entity, non-interest bearing, due on demand, unsecured | $ | $ | ||||||
| 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) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) | ||||||||
| Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default (WW) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default (F) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on September 18, 2024, in default (K) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on March 24, 2023, in default (R) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on December 19, 2023, in default (S) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on April 8, 2025, in default (T) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on July 31, 2025, in default (U) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on October 6, 2026, net of discount of $-0- and $16,667, respectively (Z) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on October 10, 2026, net of discount of &-0- and $19,973, respectively (A) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $0-0 and $34,281, respectively (J) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 15, 2026, net of discount of $-0- and $34,281, respectively (AA) | ||||||||
| Convertible note payable to an entity, interest at 10%, due on October 23, 2026, net of discount of $6,164 and $43,973, respectively (BB) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on October 27, 2026, net of discount of $8,192 and $40,959, respectively (CC) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on November 25, 2026, net of discount of $26,630 and $56,877, respectively (EE) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on December 15, 2026, net of discount of $40,213 and $72,107, respectively (FF) | ||||||||
| Convertible note payable to an entity, a one-time interest charge of 13%, due on December 15, 2026, net of discount of $41,672 and $77,840, respectively (HH) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on February 18, 2027, net of discount of $60,904 and $93,671, respectively (II) | ||||||||
| Amount due under a Merchant Cash Advance Agreement (JJ) | ||||||||
| Convertible note payable to an entity, interest at 13%, due on December 30, 2027, net of discount of $35,453 and $62,410, respectively (KK) | ||||||||
| Convertible note payable to an entity, interest at 12%, due on March 11, 2027, net of discount of $61,370 and $90,776, respectively (LL) | ||||||||
| Convertible note payable to an entity, a one-time interest charge of 13%, due on February 15, 2027, net of discount of $42,164 and $65,254 (MM) | ||||||||
| Convertible note payable to an entity, interest at 6%, due on April 10, 2027 (NN) | ||||||||
| Total Notes Payable | ||||||||
| Less: Current Portion | ( | ) | ( | ) | ||||
| Long-Term Notes Payable | $ | $ | ||||||
| 9 |
(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.
(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.
(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.
(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.
(F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to MACRAB LLC 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 higher of (1) $0.003, or (2) the par value of the Common Stock.
(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.
(R) On March 24, 2022, the Company issued a $38,880 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on March 24, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
(S) On December 19, 2022, the Company issued a $31,600 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $25,430. The note bears interest at a rate of 12% per annum, is due on December 19, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to equal to the higher of (1) $0.003, or (2) the par value of the Common Stock $0.0001.
(T) On April 8, 2024, the Company issued a $65,058 Convertible Promissory Note to MACRAB LLC for net loan proceeds of $54,763. The note bears interest at a rate of 12% per annum, is due on April 8, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
(U) On July 31, 2024, the Company issued a $17,820 Convertible Promissory Note to MACRAB LLC who paid this amount to various service providers of the Company. The note bears interest at a rate of 12% per annum, is due on July 31, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001.
(Z) On October 6, 2025, the Company issued a $83,333 Convertible Promissory Note to a lender for net loan proceeds of $70,000. The note bears interest at a rate of 6% per annum, is due on October 6, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date.
| 10 |
(A) On October 10, 2025, the Company issued a $90,000 Convertible Promissory Note to a lender for net loan proceeds of $77,000. The note bears interest at a rate of 12% per annum, is due on October 10, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.
(J) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $125,000. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.
(AA) On October 15, 2025, the Company issued a $137,500 Convertible Promissory Note to a lender for net loan proceeds of $113,500. The note bears interest at a rate of 10% per annum, is due on October 15, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 75% of the lowest trading price in the 15 Trading Day period prior to the Conversion Date.
(BB) On October 23, 2025, the Company issued a $150,000 Convertible Promissory Note to a lender for net loan proceeds of $129,000. The note bears interest at a rate of 10% per annum, is due on October 23, 2026, 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.
(CC) On October 27, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on October 27, 2026, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.
(EE) On November 25, 2025, the Company issued a $120,000 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on November 25, 2026, 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.
(FF) On December 15, 2025, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $110,000. The note bears interest at a rate of 12% per annum, is due on December 15, 2026, 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 15 Trading Day period prior to the Conversion Date.
(HH) On February 5, 2026, the Company issued a $123,050 Convertible Promissory Note to a lender for net loan proceeds of $92,000. The note has a one-time interest charge of 13%, is due on December 15, 2026, 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.
(II) On February 18, 2026, the Company issued a $130,000 Convertible Promissory Note to a lender for net loan proceeds of $112,000. The note bears interest at a rate of 6% per annum, is due on February 18, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.
(JJ) On January 12, 2026, the Company entered into a Merchant Cash Advance Agreement (“MCAA”). The total amount to be paid under the MCAA is $580,000 and the net loan proceeds received were $380,000. The MCAA is non-interest bearing and calls for an initial estimated weekly payment of $18,125. The prior Chief Executive Officer, Jeff Foster, signed a personal guarantee for this MCAA.
(KK) On March 2, 2026, the Company issued a $88,780 Convertible Promissory Note to a lender for net loan proceeds of $65,000. The note bears interest at a rate of 13% per annum, is due on December 30, 2026, 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.
| 11 |
(LL) On March 11, 2026, the Company issued a $116,667 Convertible Promissory Note to a lender for net loan proceeds of $100,000. The note bears interest at a rate of 12% per annum, is due on March 11, 2027, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest trading price in the 20 Trading Day period prior to the Conversion Date.
(MM) On April 14, 2026, the Company issued a $77,050 Convertible Promissory Note to a lender for net loan proceeds of $55,200. The note has a one-time interest charge of 13%, is due on February 15, 2027, 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.
Concentration of Notes Payable:
The principal balance of notes payable was due to:
| August 31, 2026 | May 31, 2026 | |||||||
| Lender A | $ | $ | ||||||
| Lender B | ||||||||
| Lender C | ||||||||
| Lender D | ||||||||
| Lender E | ||||||||
| 9 other lenders | ||||||||
| Total | ||||||||
| Less debt discounts | ( | ) | ( | ) | ||||
| Net | $ | $ | ||||||
NOTE 4 – NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
| August 31, 2026 | May 31, 2026 | |||||||
| 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 | $ | $ | ||||||
| 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 | ||||||||
| Note payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured | ||||||||
| 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) | ||||||||
| Note payable to the mother of the Chief Executive Officer, interest at 12%, due on demand, unsecured (converted from accrued consulting fees, See Note 3) | ||||||||
| Note payable to the owner-member of Stand-by Golf, interest at 5%, due on June 9, 2026 | ||||||||
| Total Notes Payable | ||||||||
| Less: Current Portion | ( | ) | ( | ) | ||||
| Long-Term Notes Payable | $ | $ | ||||||
| 12 |
NOTE 5 – DERIVATIVE LIABILITY
The derivative liability consisted of the following:
| August 31, 2026 | May 31, 2026 | |||||||||||||||
| Face Value | Derivative Liability | Face Value | Derivative Liability | |||||||||||||
| Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) | ||||||||||||||||
| Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) | ||||||||||||||||
| Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) | ||||||||||||||||
| Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) | ||||||||||||||||
| Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) | ||||||||||||||||
| Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) | ||||||||||||||||
| Convertible note payable issued October 6, 2025, due on October 6, 2026 (Z) | ||||||||||||||||
| Convertible note payable issued October 10, 2025, due on October 10, 2026 (A) | ||||||||||||||||
| Convertible note payable issued October 15, 2025, due on October 15, 2026 (J) | ||||||||||||||||
| Convertible note payable issued October 15, 2025, due on October 15, 2026 (AA) | ||||||||||||||||
| Convertible note payable issued October 23, 2025, due on October 23, 2026 (BB) | ||||||||||||||||
| Convertible note payable issued October 27, 2025, due on October 27, 2026 (CC) | ||||||||||||||||
| Convertible note payable issued November 25, 2025, due on November 25, 2026 (EE) | ||||||||||||||||
| Convertible note payable issued December 15, 2025, due on December 15, 2026 (FF) | ||||||||||||||||
| Convertible note payable issued February 5, 2026, due on December 15, 2026 (HH) | ||||||||||||||||
| Convertible note payable issued February 18, 2026, due on February 18, 2027 (II) | ||||||||||||||||
| Convertible note payable issued March 2, 2026, due on December 30, 2027 (KK) | ||||||||||||||||
| Convertible note payable issued March 11, 2026, due on March 11, 2027 (LL) | ||||||||||||||||
| Convertible note payable issued April 14, 2026, due on February 15, 2027 (MM) | ||||||||||||||||
| Totals | $ | $ | $ | $ | ||||||||||||
| 13 |
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 August 31, 2026 include (1) stock price of $0.0003 per share, (2) exercise prices ranging from $0.00004 to $0.001 per share, (3) terms are 0 to 192 days, (4) expected volatility of 489% and (5) risk free interest rates ranging from 3.85% to 3.99%.
Assumptions used for the calculations of the derivative liability of the notes at May 31, 2026 include (1) stock price of $0.005 per share, (2) exercise prices ranging from $0.00004 to $0.00353 per share, (3) terms are 0 to 284 days, (4) expected volatility of 414% and (5) risk free interest rates ranging from 3.71% to 3.79%.
Concentration of Derivative Liability:
The derivative liability relates to convertible notes payable due to:
| August 31, 2026 | May 31, 2026 | |||||||
| Lender A | $ | $ | ||||||
| Lender B | ||||||||
| Lender C | ||||||||
| Lender D | ||||||||
| 8 other lenders | ||||||||
| Total | $ | $ | ||||||
NOTE 6 – EQUITY TRANSACTIONS
Effective June 5, 2025, the Company
effectuated a
On September 27, 2024, we entered into a Standby Equity Financing Agreement (SECA) with Mac Rab, LLC. Pursuant to the SECA said shareholder has committed to purchase up to $1.25 million of our common stock. The per share purchase price for the shares that we may sell under the SECA will fluctuate based on the price of our common stock and will be equal to 80% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the five (5) Trading Days immediately following the Clearing Date. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
During the year ended May 31, 2026, the Company issued a net shares ( issued less cancelled) of common stock pursuant to the Standby Equity Agreement.
During the year ended May 31, 2026,
the Company issued an aggregate of shares of common stock for the conversion of notes payable and accrued interest in the aggregate
amount of $
| 14 |
During the year ended May 31, 2026, the Company issued shares of common stock as part of the purchase agreement with GetGolf LLC.
During the year ended May 31, 2026, the Company issued an aggregate of shares of common stock for the cashless exercise of warrants.
During the year ended May 31, 2026,
the Company received $ for the subscription of common stock. The stock had not been issued as of May 31, 2026, therefore the Company
recorded Common stock payable of $
During the three months ended August
31, 2026, the Company issued an aggregate of shares for consulting services rendered to the Company. The value of the services
rendered was determined to by $
During the three months ended August 31, 2026, the Company issued an aggregate of shares of common stock for the cashless exercise of warrants.
During the year three months August
31, 2026, the Company issued an aggregate of shares of common stock for the conversion of notes payable and accrued interest
in the aggregate amount of $
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Consulting Agreements with Individuals
The Company has entered into a Consulting Agreement with the Company’s previous Chief Executive Officer. The Consulting Agreement provides for monthly compensation of $15,000 through July 30, 2027. (See Note 3 - Accrued Consulting Fees).
As of February 28, 2025, the Company’s
Chief Executive Officer and the wife of the Company’s Chief Executive Officer forgave the accrued consulting fees balance due to
them in the amount of $
NOTE 8 – 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 shares of common stock of the Company and a promissory note in the face amount of $
| 15 |
NOTE 9 – SUBSEQUENT EVENTS
Subsequent to August 31, 2026, the Company issued 485,678,102 shares of common stock for the conversion of notes payable and accrued interest.
The Company previously entered into a Purchase Agreement dated April 1, 2026 and an Amendment and Clarification Agreement dated April 10, 2026 with Dalston LLP relating to the proposed acquisition of substantially all of the assets of the Apache Creek Golf Course business in Apache Junction, Arizona. During the quarter ended August 31, 2026, the Company was unable to obtain the financing necessary to satisfy the remaining purchase-price obligations. On July 31, 2026, the Company disclosed that the transaction would not proceed, that the seller would retain the previously paid $200,000 deposit, and that the Company would not acquire the Apache Creek assets.
On September 30, 2026, the Company entered into an Unwind and Settlement Agreement with Marc Angell, Jacquie Angell and GetGolf. GetGolf acknowledged an uncured payment default under the January 19, 2026 Amended Agreement. In connection with the unwind, the 200 Series A Preferred shares then held by GetGolf’s designees were surrendered to the Company and ceased to be outstanding; Jeff Foster resigned from his officer and director positions; Kelly Kirchhoff resigned from his officer positions while remaining temporarily as a director; Marc Angell was appointed Chairman, Chief Executive Officer, President and a director; and the Company issued 200 newly issued Series A Preferred shares to Mr. Angell. The unwind preserved the prior divestiture of Music of Your Life, Inc., the cancellation of the Angell Family Trust common shares, and the Company’s ownership of Stand By Golf. On October 2, 2026, Third Life World, LLC acquired all 200 Series A Preferred shares from Mr. Angell for $140,000 and thereby acquired voting control of the Company. In connection with that closing, the Company issued eight shares of newly designated Series B Preferred Stock to Marc Angell and Jacquie Angell, and Jorge Guinovart became Chief Executive Officer. The contemplated Board transition remains subject to the applicable Rule 14f-1 notice period.
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 material events requiring disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
BUSINESS OVERVIEW
As noted in Note 10 above, the Company’s proposed acquisition of Apache Creek Golf Course did not close and was terminated on July 31, 2026. Accordingly, the Company continued to evaluate opportunities to commercialize and expand the Stand By Golf platform, a golf reservation and yield-management platform owned by the Company and other related digital opportunities.
Stand By Golf
Stand By Golf™ is a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. The system functions as both a consumer-facing marketplace and an enterprise-level golf course management tool.
Key components and functionality include:
| · | Dynamic Tee-Time Reservation Engine. Allows real-time booking of tee times across participating courses, including yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory; | |
| · | Revenue Optimization & Standby Pricing Model. The platform enables “stand-by” or distressed inventory monetization, allowing golf courses to convert unused tee times into revenue through algorithmic discounting without eroding premium brand pricing. | |
| · | Course Operations & Capacity Management. Integrated tools for course operators to manage availability, pace-of-play intervals, staffing needs, and daily revenue forecasting. | |
| · | Golfer Account & Loyalty Ecosystem. Includes customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools. | |
| · | Enterprise Integration Capabilities. Designed to integrate with point-of-sale systems, access control, payment processing, customer relationship management (CRM), and future tokenized loyalty or rewards platforms. | |
| · | Scalable Licensing & White-Label Potential. The Stand By Golf platform is structured for: |
| o | Software-as-a-Service (SaaS) licensing to third-party golf operators, | |
| o |
White-label implementations for resort chains,
| |
| o |
Expanded network with premier destinations including Marriott’s Shadow Ridge and Desert Island Country Club. | |
| o | Enterprise B2B partnerships with golf management companies. |
This technology asset represents a high-margin, scalable digital infrastructure layer capable of generating recurring subscription revenue, transaction fees, advertising revenue, and data-driven marketing monetization independent of physical course ownership.
| 17 |
Business Strategy
Across our segments, our strategy is to:
| · | Grow our customer reach and engagement through advertising and social media outreach; | |
| · | monetize our existing customer base via advertising, events, subscriptions, sponsorships, and direct-to-consumer product sales; | |
| · | leverage our branded intellectual property (e.g., Whim®, Stand By Golf) to build durable franchises that can be extended into new channels and product categories; | |
| · | deploy a vertically integrated operating model that combines proprietary technology, consumer brands, and directly operated revenue-producing assets to capture value across the entire customer lifecycle, from digital engagement through in-person experiences; | |
| · | operate with a lean cost structure while using third-party vendors and partners to provide technology, distribution, and specialized services; and | |
| · | access growth capital through equity lines, private placements and other financing mechanisms until our operations are able to support themselves from recurring revenues. |
Our near-term priorities include:
Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:
| · | full operational deployment and refinement of the Stand By Golf™ reservation, yield-management, and course operations platform, | |
| · | expansion of Stand By Golf™ through third-party course licensing, enterprise partnerships, and white-label deployments. | |
| · | Strengthening our internal controls, governance and reporting infrastructure under the leadership of our new Board and management team. |
Competitive Conditions
Health & Beauty (Simply Whim) Competitive Conditions
Our participation in the health and beauty sector, through our 25% ownership in Simply Whim, Inc., places us in a highly fragmented and intensely competitive market with rapid product innovation cycles. Competitors include:
| · | major multinational beauty and wellness companies; | |
| · | specialist skincare and supplement brands; | |
| · | large retailers with private-label products; | |
| · | online influencer-driven brands; and | |
| · | established e-commerce health and beauty platforms. |
The barriers to entry in the direct-to-consumer (“DTC”) beauty and supplement markets are relatively low, which has allowed hundreds of smaller niche competitors to emerge. Many competitors possess:
| · | significantly larger marketing budgets, | |
| · | greater manufacturing and distribution capacity, | |
| · | established retail shelf presence, | |
| · | stronger supply chain systems, and | |
| · | more developed influencer and social-media networks. |
| 18 |
Simply Whim competes by focusing on clean, paraben-free, cruelty-free, gluten-free, vegan-friendly products with targeted demographic resonance. However, the Company faces risks that:
| · | rapid competitor innovation may outpace product development timelines; | |
| · | advertising costs on platforms like Meta, Google, and TikTok may increase; | |
| · | negative trends in consumer discretionary spending may reduce demand; and | |
| · | regulatory scrutiny on supplements and cosmetic labeling may tighten. |
We believe that cross-promotion with our media partners can provide strategic synergy, but competition in the beauty and wellness sector remains intense.
Golf & Lifestyle Brand Competitive Conditions
The Company participates in the golf technology market through the Stand By Golf™ platform, together with associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets. Through these assets the Company now participates in the golf technology platform market and lifestyle branding markets.
The golf industry, particularly tee-time booking platforms, yield-management software, golf course operations systems, golf travel tools, player engagement applications, and golf lifestyle marketing—is highly competitive and rapidly evolving. This competitive landscape includes:
| · | large-scale golf booking platforms; | |
| · | course management systems; | |
| · | golf lifestyle content providers; | |
| · | regional and local golf course operators with their own promotional channels; | |
| · | emerging technology companies offering real-time tee-time scheduling; and | |
| · | companies pursuing AI-driven analysis of player behavior and course utilization. |
The Company’s current golf strategy is principally technology-focused through theStand By Golf™ . Its competitive position will depend on product functionality, course and enterprise relationships, access to capital, customer adoption, brand execution and the ability to compete with larger and better-capitalized reservation, golf-management and consumer technology platforms.
Our success in this segment will depend on, among other factors:
| · | the continued development, reliability, scalability, and market adoption of the Stand By Golf™ platform; | |
| · | successful integration of golf technology with our broader media, lifestyle, and branded content platforms; | |
| · | access to sufficient capital to support software development, course operations, marketing, and geographic expansion; and | |
| · | the ability of our management team to execute within a competitive, technology-driven and experience-based consumer services industry. |
Given that the Company is in the early stages of deploying and scaling its golf technology and integrated golf operations strategy, and given our limited financial resources relative to many competitors, there is a meaningful risk that better-capitalized competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before we are able to fully commercialize, scale, or defensively position our golf-related assets. Such competitive pressures could materially and adversely affect our operating results, growth prospects, and financial condition.
| 19 |
Market Demand - Demographics
Across our consumer product segments, demographic trends influence demand:
| · | Health and beauty products targeting “healthy aging” remain a multi-billion-dollar global category with strong growth trends. | |
| · | The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel. |
At the same time, competition continues to rise in all categories in which we operate:
| · | Direct-to-consumer wellness brands launch almost daily. | |
| · | Golf technology platforms are expanding quickly. |
While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.
Intellectual Property
Intellectual property is central to our strategy and perceived enterprise value. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our media and consumer products businesses.
The Company owns or controls the following assets:
| · | Simply Whim, Inc. trademarks such as Whim®, Simply Whim™, Age is Not a Skin Type®, and related marks; |
Following the divestiture of the Music of Your Life® brand and associated intellectual property, the Company will concentrate its focus on the Simply Whim™ products, and its Stand By Golf™ assets and intellectual property and brand rights, including:
Digital advertising and marketing that includes web and advertising traffic, search, social and mobile conversions.
Technology Innovations in search, media, ecommerce, and reporting/analytics, and more.
Website content strategy and user experience design which is paramount to responsive cross-platform design and digital success.
Search (SEO/M) – Search Marketing both earned media and paid keywords.
Mobile – Mobile media and building mobile subscribers.
| 20 |
Third-Party IP
The Company historically operated Music of Your Life® under license arrangements. Pursuant to the Purchase Agreement Marc and Jacquie Angell will retain 100% ownership of all Music of Your Life® trademarks, copyrights, brand rights, and intellectual property.
The Company also uses copyrighted audio content, music libraries, and digital assets in the Broadcast segment. Compliance with music licensing organizations (e.g., BMI, ASCAP, SESAC, SoundExchange) is a significant ongoing operational requirement.
Because IP rights associated with Music of Your Life® now lie outside the Company, continuity of broadcast operations would depend on maintaining cooperative licensing arrangements with the Angell family and would be the result of future negotiations.
In addition, any future use of golf-related IP will require investment in branding, development, and commercialization.
We believe that our ability to protect and leverage our intellectual property, through registrations, contractual license rights, and enforcement against infringement where appropriate, is an important element of our competitive position.
Government Regulation and Industry Standards
Health & Beauty Regulatory Environment
Simply Whim operates within a regulatory landscape that includes:
| · | the Federal Food, Drug, and Cosmetic Act (FD&C Act); | |
| · | FDA guidelines for cosmetics and nutritional supplements; | |
| · | FTC advertising rules regarding claims; | |
| · | labeling requirements under federal and state law; | |
| · | increasing scrutiny of consumer wellness products. |
Changes in regulatory interpretation or enforcement may increase compliance costs or require product reformulation or relabeling.
Golf Industry Regulation
The Stand By Golf™ platform is not presently commercialized in a manner that subjects it to specialized industry licensing or regulation, future commercialization—particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce—may implicate various regulatory regimes, including:
| · | data privacy laws, | |
| · | consumer protection rules, | |
| · | e-commerce regulations, | |
| · | potential licensing requirements for travel-related sales, | |
| · | cyber-security standards, | |
| · | accessibility rules under the Americans with Disabilities Act (ADA) for web content. |
| 21 |
Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:
| · | online advertising, | |
| · | cross-border digital commerce, | |
| · | AI-driven personalization, | |
| · | cookies and tracking technologies. |
Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.
Golf Industry Regulatory Outlook
Because digital golf operations are subject to evolving local, state, and federal regulatory environments, the Company may face increased compliance obligations as these businesses scale. New rules related to consumer privacy, dynamic pricing, online marketing, and workplace safety could materially impact operations, impose additional costs, or require technology or operational adjustments.
Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.
RESULTS OF OPERATION
Following is management’s discussion of the relevant items affecting results of operations for the three months ended August 31, 2026 and 2025.
Revenues. The Company generated revenues of $95,765 and $11,920 during the three months ended August 31, 2026 and 2025, respectively. Revenues were generated partly from advertising spot sales on our syndicated radio network. The majority of revenues were generated from golf course bookings and cart rentals through the Stand By Golf platform. These will continue to be the majority of revenues in future operations. Other future revenues will be golf green fees, cart rentals, food & beverage sales and pro shop sales when the planned acquisitions of golf courses have been finalized.
Cost of Sales. Our cost of sales for were $35,022 and $-0- for the three months ended August 31, 2026 and 2025, respectively. Cost of sales consist primarily of the payments made to golf courses for the bookings and reservations generated on the Stand By Golf platform. The gross profit represents the income retained by the Company for providing these services. Our cost of sales in the future will also consist of the costs of merchandise and food & beverage sold at the golf course pro shops.
Salaries and Consulting Expenses. Salaries and consulting expenses were $349,027 and $6,180 for the three months ended August 31, 2026 and 2025, respectively. The increase is due to the consolidation of Stand By Golf during the quarter ended August 31, 2026 as well as additional expenses related to consulting fees. We expect that salaries and consulting expenses will continue to increase as we add personnel to build our golf-related businesses.
Professional Fees. Professional fees were $87,346 and $79,220 for the three months ended August 31, 2026 and 2025, respectively. 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. These fees also increased due to the fees incurred with the acquisition of Stand By Golf. We anticipate that professional fees will increase in future periods as we acquire golf courses as well as scale up our operations.
Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $16,665 and $13,074 for the three months ended August 31, 2026 and 2025, respectively. Other general expenses were for rent, insurance and office expenses. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.
| 22 |
Other Income (Expenses). The Company had net other income of $1,652,745 and net other expenses of $2,343,526 for the three months ended August 31, 2026 and 2025, respectively. During the three months ended August 31, 2026, the company recorded income on the change in the fair value of the derivative liability in the amount of $2,151,928, and interest expenses related to notes payable in the amount of $499,183 which included the amortization of debt discounts of $386,304. During the three months ended August 31, 2025, the company recorded a gain on the extinguishment of debt in the amount of $1,760,461, income on the change in the fair value of the derivative liability in the amount of $297,276, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $701,263.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2026, our primary source of liquidity consisted of $32,474 in cash and cash equivalents. We hold our cash reserves in major United States banks. 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 negative working capital and an accumulated deficit at August 31, 2026 of $6,001,891 and $20,187,465, respectively, which raises doubt about our ability to continue as a going concern. We generated net income for the three months ended August 31, 2026 of $1,260,450, however, the majority of that income was from the change in the fair value of derivative liabilities in the amount of $2,151,928, rather than income from operations. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.
We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.
CRITICAL ACCOUNTING PRONOUNCEMENTS
Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments, and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2025 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.
We recognize revenue on arrangements in accordance with FASB ASC No. 606, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.
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RECENT ACCOUNTING PRONOUNCEMENTS
We have reviewed accounting pronouncements issued during the past two years 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 periods presented in this report.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s Chief Executive Officer (“CEO”) who is the Company’s principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses (such as the absence of an audit committee and absence of qualified independent directors) in its internal control over financial reporting. The disclosure controls and procedures were ineffective because there was no segregation of duties. 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 before the review by our external auditor.
Changes in Internal Controls Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Currently we are not aware of any litigation pending or threatened by or against the Company.
Item 1A. Risk Factors
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
See Note 7 in the notes to the financial statements.
With respect to the transactions in Note 7 to the financial statements, 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.
Item 3. Defaults Upon Senior Securities
The Company has not paid the principal and interest due on 10 notes payable aggregating $420,773 at August 31, 2026. See Note 4 to the Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During
the quarter ended August 31, 2026, no director or officer of the Company
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Transglobal Management, Inc. (incorporated by reference to the Company’s Form 8-K filed on October 7, 2026) | |
| 3.2 | Amended and Restated Bylaws of Music of Your Life, Inc. (incorporated by reference to the Company’s Form 8-K filed on December 19, 2025) | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 26 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Transglobal Management Group, Inc. | ||
| Date: October 20, 2026 | By: | /s/ Marc Angell |
| Marc Angell | ||
| Chief Executive Officer | ||
| (Duly Authorized Officer and Principal Executive Officer) | ||
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