TMGI 10-K & 10-Q changes, risk factors and insider trading
Transglobal Management Group, Inc. · OTC · Radio Broadcasting Stations · CIK 1434601 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Since we are a smaller reporting company, we are not required to supply the information required by this Item 1A.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Strategic Integration of Golf Technology Assets”
New heading “Business Strategy”
New heading “Golf & Lifestyle Brand Competitive Conditions”
New heading “Market Demand - Demographics”
New heading “Government Regulation and Industry Standards”
New heading “Golf Industry Regulation”
New heading “Golf, Lifestyle, and Digital Platform Regulation”
New heading “Golf Industry Regulatory Outlook”
Removed heading “Health and Beauty”
Removed heading “Whim Beauty Products:”
Removed heading “Assets – Inventory and Equipment”
Removed heading “Music of Your Life.”
Largest changes
“Golf, Lifestyle, and Digital Platform Regulation”see in full comparison
Full comparison: every changed paragraph (78)
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 annual report. 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.
General
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated
Financial Statements and related notes under Item 8 of this annual report. Our Consolidated Financial Statements are not directly comparable
from period to period due to acquisitions and dispositions. Refer to Note 3 of our Consolidated Financial Statements under Item 8 of this
annual report for details of each of these transactions. We have elected the presentation requirements under Rule 12b-2 of the Exchange
Act as a smaller reporting company and have herein included a two-year discussion of our financial condition and results of operations.
With the acquisition of GetGolf, LLC in October 2025, the Company shifted its primary focus to the golf industry. GetGolf is led by industry veteran Jeff Foster. Mr. Foster’s professional background includes founding Arizona Fairways Magazine and Arizona Golf and Travel, as well as decades of experience in the golf industry, including golf course operations, golf-related media and marketing systems.
As part of the acquisition of GetGolf, the Company acquired a portfolio of golf-related technology and reservation-system assets. These assets are intended to support a scalable booking and customer-engagement platform.
While these golf-related assets did not contribute materially to our operations during the fiscal year ended May 31, 2026, we expect that, under the leadership of our new Board and management team, we will explore ways to expand our current golf assets and pursue new opportunities in the expanding industry, including:
Stand By Golf is a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. The system functions as both a consumer-facing marketplace and an enterprise-level golf course management tool.
Key components and functionality include:
If successfully developed and commercialized, this technology asset is intended to provide a scalable digital infrastructure layer that could support subscription, transaction, advertising, and marketing revenue without requiring ownership of physical golf courses. The platform has not generated material revenue to date, and no assurance can be given that any of these revenue streams will be realized.
Strategic Integration of Golf Technology Assets
The Company previously entered into an agreement involving the proposed acquisition of Apache Creek Golf Club and paid a deposit in connection with the proposed transaction. The transaction did not close, the deposit was forfeited, and the Company does not own or operate Apache Creek Golf Club. The Company recorded a loss on earnest money deposit as a result of the forfeited deposit.
There can be no assurance that any particular initiative will be successful or will generate material revenue, and we may choose to prioritize or defer such efforts depending on capital availability, market conditions and other factors described in this report.
Business Strategy
Across our segments, our strategy is to:
Our near-term priorities include:
Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:
Golf & Lifestyle Brand Competitive Conditions
As part of the Purchase Agreement, the Company acquired the rights to the GETGOLF and Stand By Golf platforms, together with their associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets.
The golf industry—particularly tee-time booking platforms, yield-management software, golf course operations systems, golf travel tools, player engagement applications, and golf lifestyle marketing—is highly competitive and rapidly evolving. This competitive landscape includes:
Unlike pure-play software competitors, the Company’s strategy integrates proprietary technology through the Stand By Golf platform. While this vertically integrated model offers strategic advantages in data collection, pricing optimization, and customer engagement, it also positions the Company to be a competitor in the golf technology and digital-marketplace segments of the golf industry.
Our success in this segment will depend on, among other factors:
Given that the Company is in the early stages of deploying and scaling its golf technology and digital-platform strategy, and given our limited financial resources relative to many competitors, there is a meaningful risk that better-capitalized competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before we are able to fully commercialize, scale, or defensively position our golf-related assets. Such competitive pressures could materially and adversely affect our operating results and financial condition.
Market Demand - Demographics
Demographic and participation trends influence demand in the golf industry:
Competition also continues to increase in the markets in which we operate:
While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.
The
Marquie Group, Inc. is an emerging direct-to-consumer firm specializing in marketing, product development, and media, including a dynamic
radio and digital network. We promote top-tier health and beauty solutions that enrich lives, showcased through engaging radio content
for our audience. We maintain a website at www.themarquiegroup.com.
We
have two operating segments: (1) Broadcast, and (2) Health and Beauty, which also qualify as reportable segments. Our operating segments
reflect how we assess the performance of each operating segment and determine the appropriate allocations of resources to each segment.
We continually review our operating segment classifications to align with operational changes in our business and may make changes as
necessary.
We
measure and evaluate our operating segments based on operating income and operating expenses that exclude costs related to corporate functions,
such as accounting and finance, human resources, legal, tax and treasury. We also exclude costs such as amortization, depreciation, taxes,
and interest expense when evaluating the performance of our operating segments.
Our principal sources
of broadcast revenue include:
Our principal sources of health and beauty revenue include:
In our broadcast operating
segment, the rates we can charge for airtime, advertising and other products and services are dependent upon several factors, including:
In our health and beauty
operating segment, the price we can charge for our products are dependent upon several factors, including:
Broadcasting
Our
foundational business is radio broadcasting, which includes the ownership and operation of a syndicated radio network including our affiliated
radio stations subscribing to our programming delivery.
Advertising
revenue generated from our syndicated radio operations is reported as broadcast revenue in our Consolidated Financial Statements. Advertising
revenue is recorded on a gross basis unless an agency represents the advertiser, in which case revenue is reported net of the commission
retained by the agency.
Broadcast
revenue is impacted by the rates radio stations can charge for programming and advertising time, the level of airtime sold to programmers
and advertisers, the number of impressions delivered, or downloads made, and the number of listener responses in the case of pay-per-call.
Advertising rates are based upon the demand for advertising time, which in turn is based on our stations’ and networks’ ability
to produce results for their advertisers. We market ourselves to advertisers based on the responsiveness of our audiences. We do not subscribe
to traditional audience measuring services for most of our radio stations.
Each
of our radio station affiliates allocates 3 minutes per hour of advertising time for our commercials at a preset time every hour based
on the Music of Your Life clock.
Our
results are subject to seasonal fluctuations. As is typical in the broadcasting industry, our second and fourth quarter advertising revenue
typically exceeds our first and third quarter advertising revenue. Seasonal fluctuations in advertising revenue correspond with quarterly
fluctuations in the retail industry. Additionally, we experience increased demand for political advertising during election even numbered
years, over non-election odd numbered years. Political advertising revenue varies based on the number and type of candidates as well as
the number and type of debated issues.
Broadcast
operating expenses include: (i) employee salaries, commissions and related employee benefits and taxes, (ii) facility expenses such as
lease expense and utilities, (iii) marketing and promotional expenses, (iv) production and programming expenses, and (v) music license
fees. In addition to these expenses, our network incurs programming costs and lease expenses for satellite communication facilities.
Health and Beauty
Our health and beauty operations
are owned by Simply Whim, Inc., and include Whim, an emerging beauty brand blending Nature, Nutrition, and Science to offer safe and effective
products. Whim’s founder, a 3-time cancer survivor under treatment, recognizes the U.S.'s regulatory lapses and strives for better
standards. Exclusively made in the USA, Whim aims to provide responsible beauty options. We forecast strong sales growth next year, driven
by demand for safer beauty solutions, and plan to exceed these expectations with continued innovation.
Whim Beauty Products:
Assets – Inventory and Equipment
Music of Your Life.
A significant amount of equipment
is used to broadcast Music of Your Life programming. As of year-end May 31, 2025, all current equipment has been fully depreciated, and
includes:
Simply Whim assets are not
included in our balance sheet calculations as we own less than 51% of the company. This will change in the coming year as we acquire a
controlling interest in the company. As of year-end, May 31, 2025, the Simply Whim assets include:
Assets – Intellectual Property
Intellectual property is central to our business strategy. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our golf technology and related businesses.
The Company owns or controls the following assets:
· GetGolf and Stand By Golf trademarks.
Following the GetGolf Transaction, and the Company’s cessation of its media operations for the Music of Your Life brand and associated intellectual property, the Company will concentrate its focus on its golf-related assets and intellectual property and brand rights assigned by GetGolf, including:
Government Regulation and Industry Standards
Golf Industry Regulation
The Company’s golf-related assets include (i) Stand By Golf, a proprietary, cloud-based golf reservation, yield-management, and course-operations platform designed to optimize utilization and enhance golfer engagement, and (ii) GetGolf, which is intended to serve as an integrated online golf platform. GetGolf is a development stage product which requires additional capital to deploy. These assets may implicate different regulatory frameworks depending on the nature of their operations and commercial deployment.
Golf, Lifestyle, and Digital Platform Regulation
While the Stand By Golf platform is not presently commercialized in a manner that subjects it to specialized industry licensing or regulation, future commercialization—particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce—may implicate various regulatory regimes, including:
Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:
Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.
Golf Industry Regulatory Outlook
What changed in the latest 10-Q
Risk Factors
Not applicable because we are a smaller reporting company.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “GETGOLF, LLC — A New Era in Global Golf Connectivity”
New heading “An Industry Standout”
Largest changes
“GETGOLF, LLC is more than an acquisition, is a launchpad for the future of golf. Built to redefine how golfers engage with the game, GETGOLF introduces a dynamic, technology-driven platform that seamlessly connects players, courses, and golf professionals worldwide.”see in full comparison
“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. …”see in full comparison
Revenues. The Company generatedsee in full comparisonnetrevenues of$15,200$448,311 and $-0- during the three months endedNovemberFebruary30,28,20252026 and2024,2025, respectively. The Company generatednetrevenues of$27,120$475,431 and $-0- for during thesixnine months endedNovemberFebruary30,28,20252026 and2024,2025, respectively. Revenues were generated partly from advertising spot sales on our syndicated radio network.InThe majority of revenues were generated from golf course bookings and cart rentals through thefuture,Stand By Golf platform. These will continue to be the majority of revenues in future operations. Other future revenues will begenerated fromgolf green fees, cart rentals, food & beverage sales and pro shopsales. These will be included in future operationssales when theconsideration is given per the acquisition agreements, and theplanned acquisitions of golf courses have been finalized.
“Now operating as part of TMGI, GETGOLF is positioned for global expansion. The platform is designed to scale internationally, creating new opportunities for courses and players to connect through a unified digital ecosystem. With its proprietary search engine, GETGOLF.com will offer an unparalleled ability to discover and purchase golf experiences in real time.”see in full comparison
Full comparison: every changed paragraph (24)
GETGOLF, LLC — A New Era in Global Golf Connectivity
GETGOLF, LLC is more than an acquisition, is a launchpad for the future of golf. Built to redefine how golfers engage with the game, GETGOLF introduces a dynamic, technology-driven platform that seamlessly connects players, courses, and golf professionals worldwide.
At its core, GETGOLF delivers a fully integrated digital experience, featuring real-time tee-time booking, curated golf travel planning, and an interactive social environment. Golfers can connect directly with professionals at featured courses, enhancing both preparation and on-course experience in ways never offered through a single platform.
Now operating as part of TMGI, GETGOLF is positioned for global expansion. The platform is designed to scale internationally, creating new opportunities for courses and players to connect through a unified digital ecosystem. With its proprietary search engine, GETGOLF.com will offer an unparalleled ability to discover and purchase golf experiences in real time.
An Industry Standout
What distinguishes GETGOLF is its comprehensive approach. GGC is not simply a tee-time booking engine, it is a next-generation solution designed to serve both the end user and the golf course.
Key innovations include:
The platform’s next phase of development is focused on delivering a fully realized global experience, with the integrated reservation system and digital portal expected to launch in the fourth quarter of 2026.
Digital advertising and marketing that includes web and advertising traffic, search, social and mobile conversions.
Technology Innovations in search, media, ecommerce, and reporting/analytics, and more.
Website content strategy and user experience design which is paramount to responsive cross-platform design and digital success.
Search (SEO/M) – Search Marketing both earned media and paid keywords.
Mobile – Your success that resides in our mobile media and building mobile subscribers.
Customers entering the site can have the flexibility to choose services within GGC IE; Air fare, Auto rental, destination sites for the family etc..
Following is management’s
discussion of the relevant items affecting results of operations for the three and sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025.
Revenues. The Company
generated net revenues of $15,200$448,311 and $-0- during the three months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. The Company generated
net revenues of $27,120$475,431 and $-0- for during the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. Revenues were generated partly
from
advertising spot sales on our syndicated radio network. InThe majority of revenues were generated from golf course bookings and cart
rentals through the future,Stand By Golf platform. These will continue to be the majority of revenues in future operations. Other future revenues
will be generated from golf green fees,
cart rentals, food & beverage sales and pro shop sales. These will be included in future operationssales when the consideration is given
per the acquisition agreements, and theplanned acquisitions of golf courses have
been finalized.
Cost of Sales. Our
cost of sales for Broadcastingwere and Digital Media was $-0-$329,433 for the three and sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025. Cost of sales consist primarily of the
payments made to golf courses for the bookings and reservations generated on the Stand By Golf platform. The gross profit represents the
income retained by the Company for providing these services. Our cost of sales
in the future will also consist primarily of the costs of merchandise
and food & beverage sold at the golf course pro shops.
Salaries and Consulting
Expenses. Salaries and consulting expenses were $120,572$213,340 and $60,000$-0- for the three months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively.
Salaries and consulting expenses were $143,386$356,726 and $120,000 for the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. The increase
is due to the consolidation of GetGolf and Stand By Golf during the quarter ended February 28, 2026. We expect
that salaries and consulting
expenses will increase with the planned acquisitions of the golf courses and the golf related registration system.courses.
Professional Fees.
Professional fees were $109,887$142,645 and $4,500$22,036 for the three months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. Professional fees were
$189,107$331,752 and $4,500$26,536 for the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. Professional fees consist mainly of the fees
related related
to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange
Commission. Commission.
These fees also increased due to the fees incurred with the acquisition of GetGolf.GetGolf and Stand By Golf. We anticipate that professional
fees will increase
in future periods as we acquire golf courses and the golf registration system as well as scale up our operations.
Other Selling, General
and Administrative Expenses. Other selling, general and administrative expenses were $149,451$85,225 and $214$1,178 for the three months ended
NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. Other selling, general and administrative expenses were $141,055$226,280 and $854$2,032 for the sixnine months
ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. The largest expense items in this category are investor relations and commissions as the
company continues to raise capital. Other general expenses were for rent, insurance and office expenses. 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 $4,123,900$5,489,474 and $234,964$320,443 for the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024,2025, respectively. During
the sixnine months ended NovemberFebruary 30,28, 2025,2026, the company recorded a gain on the extinguishment of debt in the amount of $1,760,461, expense
on the change in the fair value of the derivative liability in the amount of $1,120,317,$1,654,620, loss on the markdown of investment in the amount
of $3,700,000 and interest expenses related to notes payable in the amount of $1,064,044,$1,895,315, which included the amortization of debt discounts
of $122,037.$546,101. The expense on the change in the fair value of derivative liability and the increase in interest expenses is the result of
the issuance of new convertible promissory notes which bear interest from 6% to 12%.13%.
As of NovemberFebruary 30,28, 2025,2026, our
primary source of liquidity consisted of $81,317$349,224 in cash and cash equivalents. We hold our cash reserves in a major United States bank.banks.
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 NovemberFebruary 30,28, 20252026 of $6,554,438$7,977,346 and $20,382,265,$22,070,171,
respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the sixnine months ended NovemberFebruary
30,28, 20252026 of $4,570,328.$6,258,234. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our
ability to continue operations.
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.
TMGI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Angell Marc |
Grant/award | 200 | $0.00 | $0 |
| 2026-09-30 | Angell Marc |
Grant/award | 8 | $0.00 | $0 |
Well-known investors holding TMGI (13F)
None of the 59 investors we track reported a position in their latest 13F.