8-K: Marquie Group Pivots to Golf, Divests Legacy Media & Beauty

The Marquie Group has undergone a significant strategic shift, acquiring golf technology and course assets from GetGolf.com while divesting its Music of Your Life and Simply Whim businesses, leading to a change in control and new leadership.

Summary

• The Marquie Group, Inc. (TMGI) completed a material definitive agreement on October 20, 2025, acquiring golf-related operating and technology assets from GetGolf.com, LLC.
• The acquisition included Stand By Golf, a cloud-based golf reservation and yield-management platform, and two full-service golf courses: Mountain Brook Golf Club (Gold Canyon, Arizona) and Apache Creek Golf Club (Apache Junction, Arizona).
• In exchange, GetGolf.com acquired control shares of TMGI, and TMGI divested its legacy interests in Music of Your Life, Inc. and Simply Whim, Inc., transferring all associated intellectual property and assets back to Marc and Jacquie Angell.
• The aggregate purchase price for the golf assets was $500,000, payable over a twelve-month period.
• The transaction resulted in a change of control, with Jeff Foster and Kelly L. Kirchhoff (designees of GetGolf.com) collectively gaining 80% of the voting power of TMGI through the reissuance of Series A Preferred Stock.
• Marc Angell resigned as Chief Executive Officer and was appointed as Chief Financial Officer, Treasurer, and Secretary for an initial 12-month transitional term, providing approximately 20 hours of support per month.
• Jeff Foster was appointed Chairman of the Board and Chief Executive Officer, and Kelly L. Kirchhoff was appointed as a Director, effective October 20, 2025.
• 666,700 shares of TMGI common stock previously held by the Angell Family Trust were returned to the company's treasury and cancelled.
• GetGolf.com, the accounting acquirer, reported net revenues of $0 for the years ended May 31, 2025, and 2024, with net losses of $(89,770) and $(98,791) respectively.
• As of May 31, 2025, GetGolf.com had cash and cash equivalents of $4,651 and an accumulated deficit of $(189,863).
• The company's auditors expressed substantial doubt about GetGolf.com's ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The sentiment is largely negative due to the severe financial distress of the accounting acquirer (GetGolf.com) with no revenues and significant losses, coupled with the auditors' going concern doubt. While the strategic pivot to golf offers potential, it's an unproven and capital-intensive venture for a company with limited resources and a history of financial challenges. The significant dilution risk and lack of established corporate governance further contribute to the low score.

Positives

• Acquisition of a vertically integrated portfolio of golf-related assets, including a proprietary technology platform (Stand By Golf) and two revenue-producing golf courses (Mountain Brook and Apache Creek Golf Clubs).
• The Stand By Golf platform offers a high-margin, scalable digital infrastructure with potential for recurring subscription revenue, transaction fees, and advertising.
• New management team, Jeff Foster and Kelly L. Kirchhoff, bring extensive experience in the golf industry, media, and technology sectors.
• The strategic shift allows for a focused strategy centered on golf-related technology, operations, and lifestyle assets, potentially leveraging cross-promotion capabilities.
• The divestiture of legacy assets (Music of Your Life and Simply Whim) streamlines the company's operations and eliminates associated intellectual property licensing complexities and competitive pressures in those segments.

Negatives

• The company will cease operations of its Music of Your Life broadcast segment and its Health and Beauty segment (Simply Whim), eliminating previous revenue streams and brand recognition in those areas.
• GetGolf.com, the accounting acquirer, has a history of no net revenues and significant net losses, with an accumulated deficit of $(189,863) as of May 31, 2025.
• Auditors expressed substantial doubt about GetGolf.com's ability to continue as a going concern, indicating significant financial challenges.
• The newly acquired golf assets are at an early stage within the corporate structure and will require substantial capital, specialized personnel, and operational development to generate meaningful revenue.
• The company has limited operating history and internal expertise in the golf technology and operations markets, exposing it to unfamiliar competitive dynamics.
• The concentration of voting power (80%) in Jeff Foster and Kelly L. Kirchhoff may limit minority shareholders' influence on corporate decisions.
• The company operates with only two directors, limiting the ability to establish effective independent corporate governance procedures and increasing control by the new leadership.

Risks

• The Series A Preferred Stock gives two individuals (Jeff Foster and Kelly L. Kirchhoff) effective control of the company, potentially delaying or preventing beneficial changes in control and limiting minority shareholder influence.
• The GetGolf transaction may not result in anticipated strategic or financial benefits, and the newly acquired golf-related assets may never be successfully commercialized due to challenges in developing a viable business model, integrating platforms, securing partnerships, operating efficiently, or retaining expertise.
• Dependence on the strategic vision and relationships of GetGolf leadership (Jeff Foster and Kelly L. Kirchhoff); loss of their services could materially impair strategy execution.
• Risk of conflicts of interest between The Marquie Group, GetGolf, and other entities affiliated with directors and officers, potentially leading to decisions not optimal for public shareholders.
• The transaction altered the business profile, shifting into markets with limited operating history and expertise, requiring additional capital, exposing the company to new competitive dynamics, and introducing new regulatory/operational obligations.
• The company is and will continue to be completely dependent on the services of its Chief Executive Officer and Chief Financial Officer; loss of their services may cause business operations to cease.
• Auditors have expressed substantial doubt about the company's ability to continue as a going concern due to a history of unprofitability and accumulated deficits.
• The company has not voluntarily implemented various corporate governance measures, potentially offering limited protections against interested director transactions and conflicts of interest.
• Costs of complying with SEC reporting rules are disproportionately high relative to larger companies, estimated at approximately $200,000 per year.
• High dependence on a few key contracts; termination could have a material adverse effect.
• Absence of a traditional credit facility with a financial institution may adversely affect operations and limit business development.
• Non-performance of suppliers on sale commitments and customers on purchase commitments could disrupt business and cause losses.
• Acquiring businesses and entering into joint ventures exposes the company to increased operating risks, including substantial indebtedness, dilutive equity issuances, and partnership failures.
• Intense competition in the golf technology platform and physical golf course operations markets from larger, better-capitalized entities.
• Current and future litigation could adversely affect the company, draining cash resources and management time.
• Limited liability provisions for the board of directors and management may limit shareholders' ability to hold them accountable.
• The company may not have the resources or ability to implement and manage its growth strategy effectively.
• Difficulty in hiring qualified personnel due to competitive market conditions.
• Shareholders may be diluted significantly through efforts to obtain financing and satisfy obligations via additional share issuance.
• If designated a 'shell company,' the ability to resell shares would be limited under Rule 144.
• Any market for common stock will likely be subject to penny stock regulations, creating lack of liquidity and making trading difficult or impossible.
• The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors.
• The board of directors has authority to issue preferred stock with terms not beneficial to common stockholders, affecting voting power and perpetuating control.
• Concentrated beneficial ownership of common stock limits or eliminates minority shareholders' ability to influence corporate affairs.
• No cash dividends are expected in the foreseeable future; return on investment depends solely on stock market value increase.

Future Outlook

The company's future outlook is centered on a focused strategy in golf-related technology, operations, and lifestyle assets. This includes the full operational deployment and refinement of the Stand By Golf reservation and yield-management platform, revenue and operational optimization of Mountain Brook Golf Club and Apache Creek Golf Club, and expansion of Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments. The company also aims to strengthen internal controls and governance under the new management team. There is an explicit acknowledgment that there can be no assurance that any particular initiative will be successful or generate material revenue, and efforts may be prioritized or deferred based on capital availability and market conditions.

Management Comments

• "As the company continues to grow, the facilities and employment-related expenses will likely increase significantly."
• "We believe that consumer demand for safer, more transparent beauty and wellness products continues to grow, and that the Whim brand is well-positioned to benefit from that secular trend." (Note: This statement refers to the divested Simply Whim business, reflecting a historical perspective within the filing's forward-looking statements section.)
• "We expect that, under the leadership of our new Board and management team, we will explore ways to [integrate golf assets and expand]."
• "We believe we will be able to attract qualified personnel and consultants as needed, but there can be no assurance that we will be successful in doing so or that we will be able to offer competitive compensation packages until our financial condition improves."
• "We estimate that we will not be able to continue as a going concern after May 31, 2026 unless we are able to secure capital from one of these sources of financing."
• "For the immediate future, Mr. Foster has elected not to receive any compensation as an officer and director due to the Company's financial condition."

Industry Context

The Marquie Group's strategic pivot positions it within the intensely competitive and rapidly evolving golf industry, encompassing golf technology platforms, course management systems, and physical golf course operations. This move contrasts sharply with its previous focus on the highly fragmented audio entertainment and health & beauty sectors. The golf industry is experiencing elevated participation post-COVID, with rising demand for recreational play and travel, which could provide a favorable market backdrop for the new strategy. However, the company faces established competitors with significantly greater resources in both the software and physical operations segments of golf. The vertically integrated model, combining proprietary technology with owned courses, aims to differentiate the company by controlling both infrastructure and physical performance, developing proprietary analytics, and monetizing golfer data.

Comparison to Industry Standards

• The company's new strategy of integrating a proprietary golf technology platform (Stand By Golf) with owned and operated golf courses (Mountain Brook Golf Club, Apache Creek Golf Club) is a vertically integrated model, similar to larger golf management companies or technology providers that also own assets, but the company is in early stages of deployment.
• Compared to pure-play software competitors in golf tech (e.g., GolfNow, TeeOff), the company's direct ownership of courses provides a 'proving ground' for its technology, offering a unique data collection and optimization advantage, but also exposes it to the capital-intensive nature of physical course operations.
• In the golf course operations segment, Mountain Brook and Apache Creek Golf Clubs compete with numerous regional and local golf course operators, as well as larger resort chains. The company's ability to optimize revenues will depend on effective yield management and marketing, which its Stand By Golf platform aims to provide.
• The company's limited financial resources and lack of operating history in the golf sector place it at a disadvantage compared to well-capitalized industry leaders or established multi-course operators.
• The previous broadcast segment (Music of Your Life) competed with major streaming platforms (Spotify, Apple Music) and satellite radio (SiriusXM), which have substantially greater financial and technical resources. The health and beauty segment (Simply Whim) faced competition from multinational corporations and established e-commerce brands like Amazon, with significantly larger marketing budgets and distribution capacity.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not aware of any legal proceedings or claims that are believed to have a material adverse effect on its business, financial condition, or operating results.
• The company acknowledges that it may become involved in various lawsuits and legal proceedings in the ordinary course of business, which can involve substantial costs and management time.

Related Party Transactions

• The Purchase Agreement for the GetGolf Transaction involved Marc Angell and Jacquie Angell (Sellers) and GetGolf.com, LLC (Buyer), with Marc Angell also signing on behalf of The Marquie Group, Inc. as CEO.
• Marc Angell and Jacquie Angell sold 200 Series A Preferred Shares (80% voting control) and a $2,000,000 promissory note to GetGolf.com, and received 100% ownership of Music of Your Life, Inc. and Simply Whim, Inc. assets.
• Marc Angell entered into a transitional services agreement to serve as CFO, Treasurer, and Secretary for 12 months, receiving an initial payment of $150,000 and $12,500 per month.
• Jacquie Angell is to receive $12,500 per month for 12 months as payment toward the $2,000,000 promissory note.
• On September 20, 2022, the company acquired 25% of Simply Whim, Inc. in exchange for 666,666,668 shares of common stock and a $2,000,000 promissory note, with all common stock issued to Jacquie Angell, spouse of then-CEO Marc Angell.
• Marc Angell provides the company's administrative office space at no charge, as he incurs no incremental costs for its use.
• In the August 16, 2018 merger with The Marquie Group, Inc. (Utah corporation), Marc and Jacquie Angell, affiliates of the company, received 50,000 shares of common stock.
• On June 10, 2025, GetGolf.com issued a $20,000 promissory note to its majority owner (a related party), bearing 5% interest and due June 9, 2026.

Stakeholder Impact

• **Shareholders:** Existing common shareholders face significant dilution risk from future capital raises and have limited influence due to concentrated voting power (80%) held by Jeff Foster and Kelly L. Kirchhoff. The stock is subject to penny stock regulations, impacting liquidity and trading. No cash dividends are expected.
• **Employees:** The company expects to operate with a lean core management team but anticipates needing to add personnel in finance, operations, technology, marketing, and compliance as the golf business grows, potentially creating new employment opportunities. However, the ability to attract and retain qualified personnel depends on improved financial condition.
• **Customers:** Customers of the former Music of Your Life and Simply Whim businesses will no longer be served by The Marquie Group. New customers will be targeted for golf-related services (Stand By Golf platform, Mountain Brook Golf Club, Apache Creek Golf Club), with a focus on enhancing golfer engagement and course utilization.
• **Suppliers/Creditors:** The company assumes all debts of GetGolf.com as listed in the May 31, 2025 10-K filing. The company's ability to meet obligations is uncertain given the 'going concern' doubt and dependence on future financing. Non-performance of suppliers or customers could disrupt business.
• **Management:** New management (Jeff Foster, Kelly L. Kirchhoff) gains control and leadership roles, tasked with executing the new golf-focused strategy. Former CEO Marc Angell transitions to CFO for a 12-month period, providing support.

Next Steps

• Full operational deployment and refinement of the Stand By Golf reservation, yield-management, and course operations platform.
• Revenue and operational optimization of Mountain Brook Golf Club and Apache Creek Golf Club as cash-flow-producing golf course properties.
• Expansion of Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments.
• Strengthening internal controls, governance, and reporting infrastructure under the leadership of the new Board and management team.
• Attracting and retaining qualified personnel and consultants as the business grows and strategic initiatives expand.
• Securing considerable amounts of financing through equity sales or short-term borrowings to fund business strategy advancements.

Key Dates

Recommendation

The filing reveals a company in severe financial distress, with the accounting acquirer (GetGolf.com) having no revenue, consistent losses, and an auditor's 'going concern' warning. While the strategic pivot to golf technology and course operations presents a new direction, it is a capital-intensive venture for a company with limited resources and no proven track record in this new segment. The significant accumulated deficit, high risk of dilution from future capital raises, concentrated voting power, and lack of robust corporate governance create substantial risks for minority shareholders. The stock's penny stock status further exacerbates liquidity and fraud risks. Given the fundamental financial weakness and high operational uncertainties, the investment risk is exceptionally high, making it an unfavorable prospect for seasoned investors.

Keywords

Golf Technology, Golf Course Operations, SEC Filing, Change of Control, Acquisition, Divestiture, Corporate Governance, Financial Restructuring, Stand By Golf, Mountain Brook Golf Club, Apache Creek Golf Club, The Marquie Group, GetGolf.com, Reverse Merger, Penny Stock, Going Concern