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

The Marquie Group, Inc. (TMGI) focuses on direct-to-consumer sales, marketing, and product development. By utilizing its wholly owned subsidiary, Music of Your Life-a renowned radio band and syndicated network-TMGI promotes both its own products and those of other businesses through radio advertising. The company's primary objective is to establish or acquire captivating brands that can be effectively promoted on the radio network and through its extensive social media network of more than 500,000 followers.

To meet these objectives, TMGI recently acquired a 25% stake in Simply Whim, Inc., which encompasses the Whim® Inner and Outer Nutrition line of health and beauty products. The Whim® product line is designed to address modern skin nutrition and beauty challenges, using a safe, proprietary blend of amino acids, antioxidants, and other nature-derived ingredients. In addition to radio advertising on Music of Your Life, Whim® products are sold through various channels, including social media. The company's social media presence includes nearly 400,000 followers for Music of Your Life®, 100,000 for Simply Whim's founder, and an expanding network of followers for Simply Whim/Whim® exceeding 10,000 combined.

TMGI markets these products through its subsidiary, Music of Your Life, which has featured an array of celebrity DJs such as Pat Boone, Peter Marshall, Wink Martindale, Gary Owens, and many others. The network's unique and rare collection of liners and promos include shout-outs from numerous Hollywood celebrities, making it a popular feature for listeners. "This is Frank Sinatra, and you're listening to the Music of Your Life" is the only radio endorsement given by the legendary singer, which runs daily along with dozens of others celebrity liners. Music of Your Life® can be heard on AM, FM, and HD terrestrial radio stations across the United States and simulcast to more than 60 countries via the internet.

The Music of Your Life® brand has become a valuable historical asset, synonymous with Americana music from the Great American Songbook and radio broadcasting for nearly five decades. Holding the coveted slot as one of the first audio trademarks ever issued by the United States Patent and Trademark Office, second only to the NBC 3-note chimes, Music of Your Life holds a prominent place in US history. The trademarked audio recording, "The dreams we share we'll always remember, remember with the Music of Your Life" became a national television commercial starring Tony Bennett. The Music of Your Life brand has been featured in various network television shows such as The West Wing, NBC TV Summer Special starring Tony Tennille, music collections from Time Life and CBS, and multiple PBS television specials, further solidifying its legacy.

The network produces 8,760 hours of radio programming annually, making it the longest-running music radio program in history with a remarkable 394,200 total hours (and counting) covering more than 45 years. The broadcast is supported through 30 and 60-second commercials airing every hour, targeting the Music of Your Life listening audience.

Costs of goods sold include music licensing agreements, royalties, operational and staffing expenses related to managing the syndicated radio network, and product development and marketing costs. General and administrative expenses consist of administrative wages, office expenses, legal and accounting fees, and other professional fees, as well as travel and miscellaneous office and administrative expenses. Selling and marketing expenses encompass selling/marketing wages, benefits, advertising, promotional expenses, and other related expenses.









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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 and nine months ended February 28, 2023 and 2022.

Revenues. The Company generated no net revenues during the three and nine months ended February 28, 2023 and 2022. Revenues in the past have been generated from spot sales on our syndicated radio network.

Cost of Sales. Our cost of sales were $-0- for the three and nine months ended February 28, 2023 and 2022. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.

Salaries and Consulting Fees. Accrued salaries and consulting fees were $60,000 and $30,000 for the three months ended February 28, 2023 and 2022, respectively. Accrued salaries and consulting fees were $180,000 and $90,000 for the nine months ended February 28, 2023 and 2022, respectively. We expect that salaries and consulting expenses will increase as we add personnel to build our multi-media entertainment business.

Professional Fees.Professional fees were $8,096 and $27,763 for the three months ended February 28, 2023 and 2022, respectively. Professional fees were $59,209 and $68,648 for the nine months ended February 28, 2023 and 2022, 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. We anticipate that professional fees will increase in future periods as we scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $1,369 and $14,459 for the three months ended February 28, 2023 and 2022, respectively. Other selling, general and administrative expenses were $13,370 and $23,525 for the nine months ended February 28, 2023 and 2022, respectively. We anticipate that SG&A expenses will increase commensurate with an increase in our operations.

Other Income (Expenses). The Company had net other expenses of $603,795 for the three months ended February 28, 2023 compared to net other expenses of $532,907 for the three months ended February 28, 2022. The Company had net other income of $1,101,578 for the nine months ended February 28, 2023 compared to net other expenses of $1,914,272 for the nine months ended February 28, 2022. During the nine months ended February 28, 2023, the company recorded income on the change in the fair value of the derivative liability in the amount of $1,349,841. During the nine months ended February 28, 2022, the company recorded income on the change in the fair value of the derivative liability in the amount of $1,168,456. During the nine months ended February 28, 2023 and 2022, other expenses incurred were also comprised of interest expenses related to notes payable in the amount of $248,263 and $531,936, which included the amortization of debt discounts of $44,614 and $259,354, respectively. During the nine months ended February 28, 2023 and 2022, the Company recorded a loss on the conversion of notes payable and accrued interest in the amount of $-0- and $2,810,824, respectively, based on difference between the fair market value of the stock at issuance and the amount of notes payable and accrued interest converted.









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LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2023, our primary source of liquidity consisted of $45 in cash and cash equivalents. We hold our cash reserves in a major United States bank. 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 February 28, 2023 of $6,692,942 and $15,029,190, respectively, which raises doubt about our ability to continue as a going concern. We generated net income for the nine months ended February 28, 2023 of $848,999, however, most of that income was the result of income from derivative liability rather than operating income. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

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

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

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, 2022 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. 605, "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).

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