10-Q: Marquie Group Shifts to Golf, Faces Deepening Losses

The Marquie Group, Inc. reported a significant net loss and negative equity for Q2 2026, while pivoting its business focus to the golf industry through the acquisition of GetGolf.com.

Summary

• The Marquie Group, Inc. (TMGI) has shifted its primary business focus from media operations to the golf industry, following the acquisition of GetGolf.com in October 2025.
• The company reported a net loss of $4,570,328 for the six months ended November 30, 2025, a substantial increase from $360,318 in the prior year period.
• Total liabilities increased to $6,878,915 as of November 30, 2025, from $5,762,299 as of May 31, 2025.
• Stockholders' equity moved from a positive $496,667 to a deficit of $(4,019,201) during the six-month period.
• The company has negative working capital of $6,554,438 and an accumulated deficit of $20,382,265, raising substantial doubt about its ability to continue as a going concern.
• Key golf assets acquired or planned include the Stand By Golf reservation and yield-management platform, and the Apache Creek Golf Club in Arizona.
• The company recorded a $3,700,000 loss on the markdown of its investment in Simply Whim, Inc., reducing its carrying value to $2,500,000.
• Revenue for the six months ended November 30, 2025, was $27,120, generated from advertising spot sales on its syndicated radio network, which is being phased out.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, evidenced by massive losses, negative equity, and a going concern warning. While a strategic pivot to golf is underway with new leadership, it is in early stages, highly competitive, and requires significant capital, with no guaranteed funding. The markdown of a prior investment further highlights operational challenges.

Positives

• The company has acquired GetGolf.com, signaling a strategic pivot into the golf industry with proprietary technology and physical assets.
• New CEO Jeff Foster brings decades of experience in the golf industry, including golf course operations and media.
• The Stand By Golf platform is described as a high-margin, scalable digital infrastructure capable of generating recurring subscription revenue, transaction fees, and advertising revenue.
• The planned acquisition of Apache Creek Golf Club provides a diversified, revenue-producing golf operation with multiple income streams and integration potential with Stand By Golf.
• Cash and cash equivalents increased to $81,317 as of November 30, 2025, from $1,071 as of May 31, 2025, primarily from financing activities.
• A gain on extinguishment of debt of $1,760,461 was recorded for the six months ended November 30, 2025.

Negatives

• The company reported a significant net loss of $4,570,328 for the six months ended November 30, 2025, a substantial increase from $360,318 in the prior year.
• Total stockholders' equity shifted from a positive $496,667 to a deficit of $(4,019,201) as of November 30, 2025.
• Negative working capital of $6,554,438 and an accumulated deficit of $20,382,265 raise substantial doubt about the company's ability to continue as a going concern.
• A $3,700,000 loss was recorded on the markdown of the investment in Simply Whim, Inc.
• The derivative liability significantly increased to $2,449,374 as of November 30, 2025, from $625,824 as of May 31, 2025.
• Interest expense increased substantially to $1,064,044 for the six months ended November 30, 2025, from $201,087 in the prior year.
• The company defaulted on 11 notes payable aggregating $481,362 as of November 30, 2025.
• Disclosure controls and procedures were deemed ineffective due to a lack of segregation of duties and the absence of an audit committee and qualified independent directors.

Risks

• Substantial doubt exists regarding the company's ability to continue as a going concern due to negative working capital of $6,554,438, an accumulated deficit of $20,382,265, and anticipated future net losses.
• The company's ability to fund operations is dependent on additional equity issuances and revenue generation, with no guarantee of securing financing on acceptable terms.
• Future equity financing will likely be substantially dilutive to current shareholders.
• The health and beauty sector (Simply Whim) is highly fragmented and intensely competitive, with risks from rapid competitor innovation, increasing advertising costs, reduced consumer spending, and tightening regulatory scrutiny.
• The golf industry, particularly tee-time booking platforms and course operations, is highly competitive and rapidly evolving, with a risk that better-capitalized competitors may move more quickly or deploy more advanced technology.
• Success in the golf segment depends on the continued development, reliability, scalability, and market adoption of the Stand By Golf platform, efficient operation of Apache Creek Golf Club, and access to sufficient capital.
• Evolving local, state, and federal regulatory environments for both digital and physical golf operations may lead to increased compliance obligations, additional costs, or required operational adjustments.
• The company's internal controls over financial reporting are ineffective due to a lack of segregation of duties and the absence of an audit committee and qualified independent directors.

Future Outlook

The company anticipates another net loss for the fiscal year ending May 31, 2026, and expects salaries, consulting, professional, and general & administrative expenses to increase with the acquisitions and scaling of golf operations. The primary focus will be on integrating the golf-related assets, optimizing revenue from Apache Creek Golf Club, and expanding the Stand By Golf platform through licensing and partnerships. There is no assurance that any initiative will be successful or generate material revenue, and efforts may be prioritized or deferred based on capital availability and market conditions.

Management Comments

• Management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, but there is no assurance that actual results will not be different.
• The company is attempting to improve its financial conditions through issuances of additional equity and by generating revenues through sales of products and services.
• Management believes that its capital resources are insufficient for ongoing operations and will likely require considerable amounts of financing for significant business advancement.
• The CEO and CFO concluded that the company's disclosure controls and procedures were ineffective due to a lack of segregation of duties, but this risk is minimized by external accountant and auditor review.

Industry Context

The Marquie Group's pivot to the golf industry positions it in a competitive and evolving market for golf technology platforms and physical course operations. The Stand By Golf platform aims to capitalize on the post-COVID boom in golf participation and demand for golf travel, offering yield-management and reservation systems. The acquisition of Apache Creek Golf Club provides a physical asset for direct revenue and a testing ground for technology integration. This strategy aims for a vertically integrated model, contrasting with pure-play software competitors. However, the company faces competition from larger, better-capitalized players in both the golf tech and health & beauty sectors, where Simply Whim operates in a fragmented market.

Comparison to Industry Standards

• The company's financial performance, characterized by significant net losses, negative working capital, and an accumulated deficit, falls far below industry standards for healthy, growing companies.
• The disclosure of ineffective internal controls due to lack of segregation of duties and absence of an audit committee is a significant governance weakness compared to established public company standards.
• While the strategic shift to a vertically integrated golf technology and operations model is innovative, the company's limited financial resources and early stage of deployment put it at a disadvantage compared to established golf booking platforms (e.g., GolfNow, TeeOff) or large golf course management companies (e.g., Troon, ClubCorp) that have significantly greater capital, market share, and operational scale.
• The $3.7 million markdown of the Simply Whim investment suggests underperformance or overvaluation of the initial acquisition, which is a negative indicator compared to successful venture investments in the health and beauty sector.

Management Changes

Corporate Governance

Legal Proceedings

• Currently, the company is not aware of any litigation pending or threatened by or against it.

Related Party Transactions

• Accrued consulting fees due to the Company's Chief Executive Officer, wife of the Chief Executive Officer, and mother of the Chief Executive Officer.
• The Chief Executive Officer and his wife forgave $1,154,017 in accrued consulting fees as of February 28, 2025, which was credited to additional paid-in capital.
• Notes payable to the Company law firm (owner of 2,500 common shares), The OZ Corporation (owner of 2,500 common shares), the Chief Executive Officer, the wife of the Chief Executive Officer, the mother of the Chief Executive Officer, and the owner-member of GetGolf LLC.
• A note payable to the wife of the Chief Executive Officer for $2,445,000 as part of the Simply Whim acquisition.

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from future capital raises, substantial losses, and negative equity. The reverse stock split and subsequent share issuances have already impacted per-share metrics. The strategic shift to golf introduces new opportunities but also new risks and requires substantial investment.
• **Creditors**: The company has defaulted on 11 notes payable totaling $481,362, indicating elevated credit risk. The increase in total liabilities and related party notes payable suggests reliance on debt financing, which may be difficult to service.
• **Employees**: The business pivot and new management team may lead to changes in staffing or roles, particularly as the 'Music of Your Life' brand is divested and golf operations scale up.
• **Customers (Simply Whim)**: Continued operation of Simply Whim is subject to intense competition and potential regulatory scrutiny, which could affect product availability or pricing.
• **Customers (Golf)**: The success of the new golf ventures (Stand By Golf, Apache Creek) will depend on effective integration, marketing, and competitive pricing to attract and retain golfers.

Next Steps

• Integrate the golf-related assets received in the GetGolf Transaction into a coherent strategic plan.
• Fully deploy and refine the Stand By Golf reservation, yield-management, and course operations platform.
• Optimize revenue and operations of Apache Creek Golf Club as cash-flow-producing properties.
• Expand Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments.
• Strengthen internal controls, governance, and reporting infrastructure under the new Board and management team.
• Seek additional equity financing and generate revenues to address going concern issues.

Key Dates

Recommendation

The Marquie Group, Inc. is in a precarious financial state, evidenced by a substantial net loss of over $4.5 million in six months, a negative stockholders' equity of over $4 million, and a 'going concern' warning. The company has defaulted on multiple notes payable and its internal controls are deemed ineffective. While the strategic pivot to the golf industry with new leadership and asset acquisitions (GetGolf, Apache Creek) presents a new direction, it is an early-stage venture requiring significant capital in a highly competitive market, with no guaranteed financing. The substantial dilution risk for existing shareholders, coupled with the severe financial distress and governance weaknesses, makes this a high-risk investment with a strong likelihood of further value erosion. A seasoned investor would view the current financial position as unsustainable without a massive, highly dilutive capital injection and flawless execution in a new, competitive industry.

Keywords

golf industry, GetGolf.com, Stand By Golf, Apache Creek Golf Club, reverse merger, going concern, net loss, negative equity, convertible notes, derivative liability, Simply Whim, health and beauty, SEC filing, 10-Q, financial reporting, corporate governance