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 concerning future events or our future performance. Actual results may differ materially from those projected in forward-looking statements due to certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that the underlying assumptions will prove, in fact, to be correct or that actual results will not differ from the expectations expressed herein. report. .



BUSINESS OVERVIEW



The Groupe Marquie, Inc. (“TMGI), is a direct-to-consumer sales and marketing company with an exclusive pipeline of innovative health and beauty products. The Company markets these products through its wholly owned subsidiary. Music of your life, a syndicated radio network heard nationwide on land-based AM, FM and HD radio stations, and broadcast simultaneously over the Internet. This is made possible by 30- and 60-second ads that run hourly that target Music of your life listening audience. Broadcasting over 40 years, Music of your life is the oldest music radio format in syndication.

Expenses which include costs of goods sold will include license agreements and royalties, as well as operating and personnel costs related to the management of the Company’s subscribed radio network, product development and the costs of marketing the products. products. General and administrative costs include administrative salaries; office expenses; legal, accounting and other external professional fees; travel and other miscellaneous office and administrative expenses. Sales and marketing expenses include salaries and sales / marketing benefits, advertising and promotion expenses, as well as travel and other miscellaneous related expenses.

Since we have incurred losses, the income tax expense is negligible. No tax benefit has been recognized with respect to operating loss carryforwards, given our uncertainty as to the possibility of using these loss carryforwards in future years. We expect to incur additional losses in the coming year.


RESULTS OF OPERATION


The following is management’s discussion of the relevant items affecting the results of operations for the three months ended. August 31, 2021 and 2020.

Income. The Company did not generate any net sales during the three months ended
August 31, 2021 compared to $ 60 during the three months ended August 31, 2020. Revenue was generated through cash sales on our syndicated radio network.

Cost of sales. Our selling costs were -0 $– for the three months ended August 31, 2021 and 2020. Going forward, our costs to sell will consist primarily of license costs and royalties associated with our subscribed radio network, other related services provided directly or contracted out through our affiliates, as well as and related operational and personnel costs.

Salaries and consulting fees. Salaries payable and consulting fees have been $ 30,000
and $ 76,000 for the three months ended August 31, 2021 and 2020, respectively. We expect salaries and consulting expenses to increase as we add staff to grow our multimedia entertainment business.

Professional fees. Professional fees were -0 $– and $ 19,239 for the three months ended August 31, 2021 and 2020, respectively. Professional fees mainly include fees related to audits and reviews of the Company’s financial statements as well as deposits with the Security and Trade Commission. We did not incur any professional fees during the quarter ended August 31, 2021. We expect professional fees to increase in future periods as we expand our business.

Other selling, general and administrative expenses. Other selling, general and administrative expenses were $ 4,161 and $ 7,989 for the three months ended August 31, 2021 and 2020, respectively. We expect SG&A expenses to increase as our operations increase.

Other income (expenses). The Company had other net expenses of $ 1,566,380 for the three months ended August 31, 2021 compared to other expenses net of $ 2,274,350
for the three months ended August 31, 2020. During the three months ended August 31, 2020 the company recognized a charge on the change in the fair value of the derivative liability in the amount of $ 1,582,005. During the three months ended
August 31, 2021 and 2020, other expenses incurred also included interest expense related to notes payable in the amount of $ 142,888 and
$ 156,782, which included the amortization of debt discounts of -0 $– and $ 14,745, respectively. During the three months ended August 31, 2021 and 2020, the Company recorded a loss on the conversion of notes payable and accrued interest in the amount of $ 1,423,492 and $ 535,563, respectively, based on the difference between the fair market value of the shares at issue and the amount of notes payable and accrued interest converted.

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LIQUIDITY AND CAPITAL RESOURCES

From August 31, 2021, our main source of liquidity was -0 $– in cash and cash equivalents. We hold our cash reserves in a United States Bank. Since inception, we have funded our operations through a combination of short and long term loans and the private placement of our common shares.

We incurred significant net losses which resulted in negative working capital and an accumulated deficit in the August 31, 2021 of $ 4,907,551 and
$ 13,362,778, respectively, which raises doubts about our ability to continue our activity. We generated a net loss for the three months ended August 31, 2021 of $ 1,600,541. Without additional income, working capital loans or equity investment, there is substantial doubt as to our ability to continue as a business.

We believe these conditions result from the inherent risks associated with small public companies. These risks include, but are not limited to, the ability to (i) generate income and sales from our products and services at levels sufficient to cover our costs and provide a return to investors, (ii) attract additional capital in order to to finance growth, and (iii) to compete successfully with other comparable companies with financial, production and marketing resources clearly superior to those of the Company.

We believe that our capital resources are insufficient for current operations, with minimal current cash reserves, especially given the resources required to grow our multimedia entertainment business. We are likely to need significant amounts of funding to make significant progress in our business strategy. There is currently no agreement in place that will secure funding for our company, and we cannot assure you that we will be able to raise additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely have a significant dilutive effect on current shareholders. Lack of additional funds will significantly affect our company and operations and may cause us to significantly reduce or even cease operations. As a result, you could suffer a loss of your entire investment in the Company.

CRITICAL ACCOUNTING POSITIONS

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in United States
(“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, income and expenditure amounts reported. These estimates may also affect additional information contained in our external information, including information regarding contingencies, risks and financial position. We believe that our use of underlying accounting estimates and assumptions is in accordance with GAAP and is applied in a consistent and prudent manner. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates depending on different assumptions or conditions. We continue to monitor significant estimates made in preparing our financial statements.

Our main accounting policies are summarized in note 2 of our financial statements included in our May 31, 2021 Form 10-K. While All of these significant accounting policies affect our financial condition and results of operations, and we consider some of these policies to be essential. Policies deemed critical are those policies that have the greatest impact on our financial statements and require management to exercise greater judgment and judgment. Actual results may differ from these estimates. Our management believes that, based on current facts and circumstances, it is unlikely that the application of any other reasonable judgment or estimation methodology will have a material effect on our results of operations, financial condition or liquidity for them. periods presented in this report.

We account for revenue on agreements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is only recognized when the price is fixed and determinable, there is convincing evidence of an agreement, the service is rendered, and the collectability of the resulting receivable is reasonably assured.

RECENT ACCOUNTING POSITION STATEMENTS

We have reviewed the accounting pronouncements issued over the past two years and have adopted those that apply to the Company. We have determined that none of them had a material impact on our financial condition, results of operations or cash flows for the periods presented in this report.


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OFF-BALANCE SHEET ARRANGEMENTS

We do not have any arrangements, financings or other off-balance sheet relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”).

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