8-K/A: Marquie Group Undergoes Control Change, New CEO Appointed

The Marquie Group, Inc. announced a change in control, the sale of its Series A Preferred shares, and significant management restructuring, including the appointment of a new CEO.

Summary

• Marc Angell and Jacquie Angell entered into a Purchase Agreement with GetGolf.com for $500,000, payable over 24 months.
• The transaction involved the sale of 200 Series A Preferred shares (representing 80% of voting control) and a $2,000,000 promissory note issued to Jacquie Angell.
• 666,700 common shares held by the Angell Family Trust were returned to treasury.
• The 200 Series A Shares were reissued to Jeff Foster (67 shares) and Kelly Kirchhoff (133 shares), who are the incoming Chief Executive Officer and a new Director, respectively.
• The Company disposed of all rights to 'The Music of Your Life' brand intellectual property, which Marc and Jacquie Angell retained.
• The Company acquired all rights, title, and ownership interest in 'Stand By Golf,' 'Mountain Brook Golf Club,' and 'Apache Creek Golf Club' from GetGolf.com.
• Marc Angell was replaced as Chairman of the Board and Chief Executive Officer by Jeff Foster but will remain as Chief Financial Officer, Secretary, and Treasurer for an initial 24-month term.
• Kelly Kirchhoff was appointed to the Board of Directors.
• The $500,000 purchase price is structured as: $10,000 per month for 24 months to Marc Angell as a consultant, $10,000 per month for 24 months to Jacquie Angell for the promissory note, and a $20,000 closing payment.
• The Company owes approximately $44,400 to service providers, plus an ongoing monthly commitment of $5,802.20.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic shift and change in control with new leadership and a clear direction towards the golf industry. While there's a divestiture of a legacy brand, the acquisition of new assets and the structured transition suggest a proactive move. The assumption of existing liabilities and deferred financial filings introduce some caution, but the overall sentiment leans positive due to the clear strategic pivot and experienced new management.

Positives

• The Company acquired golf-related assets ('Stand By Golf', 'Mountain Brook Golf Club', 'Apache Creek Golf Club') from GetGolf.com, diversifying its business into the golf industry.
• New leadership, Jeff Foster, brings over 25 years of experience in entrepreneurial business development, operations, and the golf sector, including founding GETGOLF.
• Kelly Kirchhoff, a new Director, has over 36 years of experience in sales, marketing, and business management, including leading Digital Research Solutions Inc.
• Marc Angell, the former CEO, remains as CFO, Secretary, and Treasurer, providing continuity and institutional knowledge during the transition.
• The transaction includes a structured payment plan for the sellers over 24 months, indicating a managed transition.

Negatives

• The Company disposed of 'The Music of Your Life' brand, which was a significant legacy asset and a cornerstone of the former CEO's business.
• The Company assumes existing debts, including approximately $44,400 to service providers and an ongoing monthly commitment of $5,802.20.
• The payment for the control shares is spread over 24 months, which introduces a payment risk for the sellers.
• The Angell Family Trust returned 666,700 common shares to treasury, indicating a substantial reduction in their overall equity stake.

Risks

• Payment Default Risk: If GetGolf.com fails to make monthly consulting or note payments, penalties apply, and after 90 days of default, the control shares can be re-issued to Marc Angell.
• Integration Risk: Challenges may arise in successfully integrating the newly acquired golf-related assets and operations under the new leadership.
• Financial Obligations: The Company's assumption of existing debts and ongoing service provider commitments requires careful financial management.
• Due Diligence Risk: The Buyer had only 4 days for due diligence, and the agreement allows for termination if material undisclosed liabilities are discovered.
• Non-Compete Enforcement: Marc Angell is subject to a 36-month non-compete clause, which requires monitoring to ensure compliance.
• Regulatory Compliance: Ongoing cooperation on SEC, FINRA, and OTC Markets filings is required, including Forms 3, 4, and control disclosures.

Future Outlook

The Company will file audited abbreviated financial statements and pro forma financial information within 71 calendar days from October 20, 2025. The new management intends to continue operating the Company in compliance with applicable laws and regulations and has sufficient resources to meet financial obligations post-closing.

Management Comments

• The parties acknowledge and agree that Buyer is acquiring control of TMGI as a corporate entity, and that the corporate veil shall remain intact.
• Buyer intends to continue operating TMGI in compliance with applicable laws and regulations.
• Buyer has sufficient resources to operate TMGI post-Closing and meet the financials obligations listed herein.

Industry Context

This transaction signifies a strategic pivot for The Marquie Group, moving away from its historical 'Music of Your Life' media brand and into the golf industry through the acquisition of golf-related assets. This aligns with a broader trend of companies seeking diversification or focusing on specific niche markets. The entry of an experienced golf industry professional like Jeff Foster as CEO suggests a dedicated effort to capitalize on opportunities within the golf sector, which has seen renewed interest and participation in recent years.

Comparison to Industry Standards

• The acquisition of golf clubs and a golf-related technology platform (GetGolf.com) positions The Marquie Group to compete in the fragmented golf course ownership and management market, similar to companies like ClubCorp or Arcis Golf, though likely on a smaller scale initially.
• The shift from a media/broadcasting focus ('Music of Your Life') to golf assets represents a significant strategic change, which is common in evolving market landscapes where companies divest non-core assets to focus on new growth areas.
• The structured payment over 24 months for control shares is a common mechanism in private transactions, allowing for a smoother transition and potentially aligning seller interests with the buyer's success.
• The retention of the former CEO as CFO is a common practice to ensure continuity and leverage existing financial knowledge during a transition, seen in various corporate restructurings.

Management Changes

Corporate Governance

Related Party Transactions

• The Purchase Agreement is between Marc Angell (former CEO and controlling shareholder) and Jacquie Angell, and GetGolf.com. Marc Angell retains a role as CFO, Secretary, and Treasurer, and receives consulting payments. Jacquie Angell receives payments for a promissory note. This constitutes a transaction involving former controlling shareholders and current management.
• Marc Angell and Jacquie Angell retained all rights, title, and interest to the trademarks, copyrights, and other intellectual property pertaining to 'The Music of Your Life' brand, while the Company disposed of these assets.

Stakeholder Impact

• Shareholders: Significant change in control and strategic direction. Existing common shareholders will see a new management team and a pivot to the golf industry. The return of 666,700 common shares to treasury could impact outstanding share count.
• Management/Employees: Marc Angell transitions from CEO to CFO, Secretary, and Treasurer. New CEO (Jeff Foster) and Director (Kelly Kirchhoff) appointed. Potential for changes in operational focus and personnel as the company shifts to golf.
• Customers: 'The Music of Your Life' brand customers will no longer be associated with The Marquie Group. New customers will be those related to the acquired golf assets (Stand By Golf, Mountain Brook Golf Club, Apache Creek Golf Club).
• Creditors/Service Providers: The Company assumes existing liabilities and ongoing monthly commitments to service providers. The new management has stated it has sufficient resources to meet these obligations.

Next Steps

• The Company will file audited abbreviated financial statements required by Item 9.01(a) of Form 8-K in an amendment no later than 71 calendar days from October 20, 2025.
• The Company will file pro forma financial information required by Item 9.01(b) of Form 8-K in an amendment no later than 71 calendar days from October 20, 2025.
• Buyer (GetGolf.com) will make monthly consulting payments to Marc Angell and note payments to Jacquie Angell for 24 months.
• Buyer will update stock ledger and Transfer-Agent records within 30 business days after Closing.
• The parties will cooperate on SEC, FINRA, and OTC Markets filings, including Forms 3, 4, and control disclosures within required timeframes.

Key Dates

Recommendation

The filing details a significant strategic pivot and change in control for The Marquie Group, moving from a media brand to the golf industry. While the new leadership brings relevant experience and the acquisition of golf assets presents a new growth avenue, the immediate financial impact and successful integration of these new operations are yet to be seen. The divestiture of the 'Music of Your Life' brand removes a legacy asset. Investors should hold to observe the execution of the new strategy, the performance of the acquired golf assets, and the financial results under the new management before making further investment decisions. The delayed filing of comprehensive financial statements also warrants a cautious approach.

Keywords

The Marquie Group, GetGolf.com, SEC Filing, Form 8-K/A, Change of Control, CEO Appointment, Corporate Governance, Series A Preferred Shares, Golf Industry, Asset Acquisition, Asset Disposition, Management Change, Jeff Foster, Marc Angell, Kelly Kirchhoff, Music of Your Life, Stand By Golf, Mountain Brook Golf Club, Apache Creek Golf Club