8-K: Marquie Group Pivots to Golf, Changes Control

The Marquie Group, Inc. announced a change in majority ownership and a strategic shift into the golf industry through a significant asset acquisition.

Summary

• The Marquie Group, Inc. (TMGI) has undergone a change in control, with Marc Angell and Jacquie Angell (the previous majority shareholders) selling their control shares to GetGolf.com, LLC and Jeff Foster.
• The purchase price for the control shares was $500,000, structured as a $20,000 closing payment, $10,000 per month for 24 months to Marc Angell as a consultant, and $10,000 per month for 24 months to Jacquie Angell as payment towards a promissory note.
• Concurrently, TMGI acquired several golf-related assets, including Stand By Golf, Mountain Brook Golf Club, and Apache Creek Golf Club, from Tristar Wellness Solutions, Inc. (related to the Buyer).
• In exchange for these golf assets, TMGI issued 1,000,000 shares of its stock to Tristar Wellness Solutions, Inc.
• The company will assume approximately $44,400 in service provider balances and an ongoing monthly commitment of $5,802.20 for service providers.
• The previous shareholders, Marc and Jacquie Angell, will retain all rights to 'The Music of Your Life' intellectual and tangible property.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to a clear strategic pivot and the acquisition of new assets, which could offer growth opportunities. However, the assumption of existing liabilities, the structured payment plan, and the inherent risks of a significant business model change temper the overall positive outlook.

Positives

• Acquisition of new golf-related assets provides a clear strategic pivot and potential for new revenue streams.
• The new management, led by Jeff Foster, brings a focus on the golf industry, potentially revitalizing the company's direction.
• The structured payment plan for the control shares allows for a managed transition of ownership.

Negatives

• The company assumes existing liabilities, including approximately $44,400 in service provider balances and an ongoing monthly commitment of $5,802.20.
• The purchase price for the control shares is spread over 24 months, creating ongoing financial obligations for the Buyer.
• The issuance of 1,000,000 shares for the golf assets represents potential dilution for existing non-control shareholders.

Risks

• Risk of Buyer default on the monthly consulting and note payments, which could lead to penalties and potential re-issuance of control shares to the Seller.
• Potential for undisclosed liabilities beyond the $44,400 service provider balance and those listed in the May 31, 2025 10-K filing.
• Challenges associated with integrating the newly acquired golf assets and transitioning the company's business focus.
• Ongoing service provider costs of $5,802.20 per month represent a fixed overhead that must be supported by new business operations.

Future Outlook

The company is embarking on a significant strategic pivot, shifting its core business focus to golf-related assets and operations under new management. The new management intends to continue operating TMGI in compliance with applicable laws and regulations and has represented having sufficient resources to meet financial obligations post-closing.

Management Comments

• Jeff Foster, representing GetGolf.com, LLC, will assume the role of Chief Executive Officer, indicating a new leadership direction for the company.
• Marc Angell, the outgoing CEO and seller, will provide consulting services for 24 months and publicly support the transfer of control.

Industry Context

This announcement marks a complete strategic pivot for The Marquie Group, moving away from its previous 'Music of Your Life' related assets and into the golf industry. This shift aligns with broader trends of companies seeking new growth avenues or consolidating niche markets, but also represents a significant change in business model and target market.

Comparison to Industry Standards

• The acquisition of golf clubs (Mountain Brook, Apache Creek) and a golf-related entity (Stand By Golf) positions the company to compete in the fragmented golf course ownership and management sector. Specific comparable companies or projects are not detailed in the filing, making a direct comparison difficult without further operational data.
• The valuation implied by the share issuance for the assets (1,000,000 shares) would require market capitalization data to assess against industry benchmarks for similar golf asset acquisitions.

Management Changes

Corporate Governance

Legal Proceedings

• Seller represents and warrants that there is no pending or threatened litigation against The Marquie Group, Inc. as of the agreement date.

Related Party Transactions

• Marc Angell will receive $10,000 per month for 24 months as a consultant to the company post-closing.
• Jacquie Angell will receive $10,000 per month for 24 months as payment towards a promissory note.
• Marc and Jacquie Angell will retain all rights, title, and interest in 'The Music of Your Life' intellectual and tangible property, which are excluded from the sale.

Stakeholder Impact

• Shareholders: Experience a significant change in company control, strategic direction, and potential dilution from the issuance of 1,000,000 shares for asset acquisition.
• Management/Employees: New leadership under Jeff Foster will likely lead to changes in operational focus and potentially personnel, though not explicitly detailed.
• Service Providers: Existing service providers will continue to be paid, with the new management assuming ongoing monthly commitments and outstanding balances.
• Customers: Customers of 'The Music of Your Life' assets will no longer be served by The Marquie Group, Inc., while new customers in the golf industry will be targeted.

Next Steps

• Transfer of the Company's bank account at US Bank to the new control.
• Transfer of control shares to the Buyer.
• Introduction of the Buyer (Jeff Foster) to service providers as the new CEO.
• Payment of outstanding Service Provider balances and assumption of monthly service provider budget by the Buyer.
• Updating of the stock ledger and Transfer Agent records within 30 business days after Closing.
• Cooperation on SEC, FINRA, and OTC Markets filings, including Forms 3, 4, and control disclosures.
• Issuance of a press release or filing of an 8-K within two business days following Closing (this 8-K fulfills this requirement).

Key Dates

Recommendation

The filing details a significant strategic pivot and change of control for The Marquie Group, Inc. While the acquisition of golf assets and new leadership could unlock new growth opportunities, the company is also assuming existing liabilities and faces the challenges inherent in a complete business model transformation. The long-term success of this pivot is uncertain and depends heavily on the execution by the new management. Investors should hold to observe the integration of new assets, the performance under new leadership, and the realization of the new strategic vision before making further investment decisions.

Keywords

Marquie Group, GetGolf.com, Jeff Foster, Control Change, Asset Acquisition, Golf Industry, Strategic Pivot, SEC Filing, Corporate Governance, Share Issuance