Transglobal Management Group Inc.

04/13/2026 | Press release | Distributed by Public on 04/13/2026 06:02

Quarterly Report for Quarter Ending February 28, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operation

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 prospectus. 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.

BUSINESS OVERVIEW

With the acquisition of GETGOLF, LLC in October 2025, The Marquie Group, Inc. 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 vertically integrated portfolio of golf-related assets consisting of (i) proprietary golf technology and reservation systems and (ii) owned and operated destination golf course properties. These assets are collectively designed to create a scalable golf operation, booking, and customer-engagement ecosystem.

While these golf-related assets were not part of our operations during the quarter ended November 30, 2025, we expect that, under the leadership of our new Board and management team, we will explore ways to expand our current golf assets while exploring new opportunities in the expanding industry, including:

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:

· A global golf search engine powered by proprietary technology
· Advanced SEO strategies to maximize course visibility and user engagement
· An integrated tee-time reservation system for seamless booking
· A digital portal that enhances accessibility and communication between golfers and courses

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.

Stand By Golf

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:

· Dynamic Tee-Time Reservation Engine. Allows real-time booking of tee times across participating courses, including yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory;
· Revenue Optimization & Standby Pricing Model. The platform enables "stand-by" or distressed inventory monetization, allowing golf courses to convert unused tee times into revenue through algorithmic discounting without eroding premium brand pricing.
· Course Operations & Capacity Management. Integrated tools for course operators to manage availability, pace-of-play intervals, staffing needs, and daily revenue forecasting.
· Golfer Account & Loyalty Ecosystem. Includes customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools.
· Enterprise Integration Capabilities. Designed to integrate with point-of-sale systems, access control, payment processing, customer relationship management (CRM), and future tokenized loyalty or rewards platforms.
· Scalable Licensing & White-Label Potential. The Stand By Golf platform is structured for:
o Software-as-a-Service (SaaS) licensing to third-party golf operators,
o

White-label implementations for resort chains,

· Expanded network with premier destinations including Marriott's Shadow Ridge and Desert Island Country Club.
o Enterprise B2B partnerships with golf management companies.

This technology asset represents a high-margin, scalable digital infrastructure layer capable of generating recurring subscription revenue, transaction fees, advertising revenue, and data-driven marketing monetization independent of physical course ownership.

Apache Creek Golf Club

Apache Creek Golf Club is an 18-hole, par-71 public championship course located in Apache Junction, Arizona. Opened in 1994, the course offers a traditional desert-style design that blends turf fairways with natural desert landscapes framed by striking mountain backdrops. The layout emphasizes accuracy over distance, with transitional desert areas penalizing errant tee shots and smaller greens demanding precision on approach. With yardages ranging from approximately 5,300 to 6,363 yards depending on tees, the course appeals to a wide range of players, from casual golfers to more experienced enthusiasts seeking an affordable but challenging round.

The facility provides a full suite of amenities, including a large driving range with shaded hitting areas, multiple putting greens, a short-game area with bunker practice, and a full-service pro shop offering equipment, apparel, and rentals. The on-site Bar & Grill and covered patio support food-and-beverage revenue while enhancing the golfer and event experience. Apache Creek also hosts men's and women's clubs, leagues, and regular tournaments, fostering a strong sense of community and anchoring repeat play throughout the year. Tee times are available online, and the property's value-driven pricing strategy positions it competitively within the greater Phoenix/Apache Junction golf market.

From an ownership perspective, Apache Creek represents a diversified, revenue-producing golf operation with income streams from green fees, memberships, practice facilities, retail sales, food and beverage, and tournaments. Its existing online booking structure makes it well-suited for integration with reservation and yield-management technology platforms such as Stand By Golf™, potentially enhancing tee-time monetization, dynamic pricing, and data-driven course management. The course's accessible design, established customer base, and full-service amenities strengthen its role as both a standalone operating asset and a strategic testing ground for technology-enabled golf operations.

Overall, Apache Creek Golf Club offers a compelling blend of stable, community-driven golf operations and scalable technology-integration potential. Its established presence, consistent local demand, and operational flexibility make it a valuable component within a vertically integrated golf technology and golf-course ownership portfolio.

Apache Creek further expands the Company's geographic footprint, golfer user base, and operational dataset, enabling:

· Cross-market demand comparisons,
· Regional pricing analytics,
· Multi-property marketing strategies using the Stand By Golf ecosystem.

Strategic Integration of Technology and Physical Golf Assets

Collectively, the Stand By Golf platform and Apache Creek Golf Club create a vertically integrated golf technology and operations model, enabling the Company to:

· Control both software infrastructure and physical course performance,
· Develop proprietary analytics across owned and third-party golf assets,
· Monetize golfer data, booking behavior, and loyalty engagement,
· Expand through:
o Additional course acquisitions,
o Licensing of the Stand By Golf platform to third-party operators,
o Franchised or managed course relationships,
o Future tokenized or digital loyalty systems.

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:

· Grow our customer reach and engagement through advertising and social media outreach;
· monetize our existing customer base via advertising, events, subscriptions, sponsorships, and direct-to-consumer product sales;
· leverage our branded intellectual property (e.g., Whim®, Stand By Golf) to build durable franchises that can be extended into new channels and product categories;
· deploy a vertically integrated operating model that combines proprietary technology, consumer brands, and directly operated revenue-producing assets to capture value across the entire customer lifecycle, from digital engagement through in-person experiences;
· operate with a lean cost structure while using third-party vendors and partners to provide technology, distribution, and specialized services; and
· access growth capital through equity lines, private placements and other financing mechanisms until our operations are able to support themselves from recurring revenues.

Our near-term priorities include:

Integrating the golf-related assets received in the GetGolf Transaction into a coherent strategic plan, including:

· full operational deployment and refinement of the Stand By Golf™ reservation, yield-management, and course operations platform,
· revenue and operational optimization of and Apache Creek Golf Club as cash-flow-producing golf course properties, and,
· expansion of Stand By Golf™ through third-party course licensing, enterprise partnerships, and white-label deployments.
· Strengthening our internal controls, governance and reporting infrastructure under the leadership of our new Board and management team.

Competitive Conditions

Health & Beauty (Simply Whim) Competitive Conditions

Our participation in the health and beauty sector, through our 25% ownership in Simply Whim, Inc., places us in a highly fragmented and intensely competitive market with rapid product innovation cycles. Competitors include:

· major multinational beauty and wellness companies;
· specialist skincare and supplement brands;
· large retailers with private-label products;
· online influencer-driven brands; and
· established e-commerce health and beauty platforms.

The barriers to entry in the direct-to-consumer ("DTC") beauty and supplement markets are relatively low, which has allowed hundreds of smaller niche competitors to emerge. Many competitors possess:

· significantly larger marketing budgets,
· greater manufacturing and distribution capacity,
· established retail shelf presence,
· stronger supply chain systems, and
· more developed influencer and social-media networks.

Simply Whim competes by focusing on clean, paraben-free, cruelty-free, gluten-free, vegan-friendly products with targeted demographic resonance. However, the Company faces risks that:

· rapid competitor innovation may outpace product development timelines;
· advertising costs on platforms like Meta, Google, and TikTok may increase;
· negative trends in consumer discretionary spending may reduce demand; and
· regulatory scrutiny on supplements and cosmetic labeling may tighten.

We believe that cross-promotion with our media partners can provide strategic synergy, but competition in the beauty and wellness sector remains intense.

Golf & Lifestyle Brand Competitive Conditions

As part of the Purchase Agreement, the Company acquired the rights to the Stand By Golf™ platform, and Apache Creek Golf Club brands, together with their associated intellectual property, operating rights, software systems, data, customer relationships, and marketing assets. Through these acquisitions, the Company now participates in both the golf technology platform market and the physical golf course operations and lifestyle branding markets.

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:

· large-scale golf booking platforms;
· course management systems;
· golf lifestyle content providers;
· regional and local golf course operators with their own promotional channels;
· emerging technology companies offering real-time tee-time scheduling; and
· companies pursuing AI-driven analysis of player behavior and course utilization.

Unlike pure-play software competitors, the Company's strategy integrates both proprietary technology through the Stand By Golf™ platform and direct revenue-producing physical golf assets through Apache Creek Golf Club. While this vertically integrated model offers strategic advantages in data collection, pricing optimization, and customer engagement, it also exposes the Company to competition in both the software and physical operations segments of the golf industry.

Our success in this segment will depend on, among other factors:

· the continued development, reliability, scalability, and market adoption of the Stand By Golf™ platform;
· our ability to efficiently operate, market, and optimize revenues at Apache Creek Golf Club;
· successful integration of golf technology with our broader media, lifestyle, and branded content platforms;
· access to sufficient capital to support software development, course operations, marketing, and geographic expansion; and
· the ability of our management team to execute within a competitive, technology-driven and experience-based consumer services industry.

Given that the Company is in the early stages of deploying and scaling its golf technology and integrated golf operations 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, growth prospects, and financial condition.

Market Demand - Demographics

Across our consumer product segments, demographic trends influence demand:

· Health and beauty products targeting "healthy aging" remain a multi-billion-dollar global category with strong growth trends.
· The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel.

At the same time, competition continues to rise in all categories in which we operate:

· Direct-to-consumer wellness brands launch almost daily.
· Golf technology platforms are expanding quickly.

While demographic trends support long-term demand, our ability to capture market share will depend upon capital availability, brand execution, and digital engagement capabilities.

Intellectual Property

Intellectual property is central to our strategy and perceived enterprise value. Through our subsidiaries and contractual arrangements, we license or own various trademarks and related assets that support our media and consumer products businesses.

The Company owns or controls the following assets:

· Simply Whim, Inc. trademarks such as Whim®, Simply Whim™, Age is Not a Skin Type®, and related marks;

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 the Simply Whim™ products, and its golf-related assets and intellectual property and brand rights assigned by GetGolf, including:

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..

· Stand By Golf - intellectual property, trademarks, trade names, branding materials
· Apache Creek Golf Club - branding, domain names, promotional rights

Third-Party IP

The Company historically operated Music of Your Life® under license arrangements. Pursuant to the Purchase Agreement Marc and Jacquie Angell will retain 100% ownership of all Music of Your Life® trademarks, copyrights, brand rights, and intellectual property.

The Company also uses copyrighted audio content, music libraries, and digital assets in the Broadcast segment. Compliance with music licensing organizations (e.g., BMI, ASCAP, SESAC, SoundExchange) is a significant ongoing operational requirement.

Because IP rights associated with Music of Your Life® now lie outside the Company, continuity of broadcast operations would depend on maintaining cooperative licensing arrangements with the Angell family and would be the result of future negotiations.

In addition, any future use of golf-related IP will require investment in branding, development, and commercialization.

We believe that our ability to protect and leverage our intellectual property, through registrations, contractual license rights, and enforcement against infringement where appropriate, is an important element of our competitive position.

Government Regulation and Industry Standards

Health & Beauty Regulatory Environment

Simply Whim operates within a regulatory landscape that includes:

· the Federal Food, Drug, and Cosmetic Act (FD&C Act);
· FDA guidelines for cosmetics and nutritional supplements;
· FTC advertising rules regarding claims;
· labeling requirements under federal and state law;
· increasing scrutiny of consumer wellness products.

Changes in regulatory interpretation or enforcement may increase compliance costs or require product reformulation or relabeling.

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) Apache Creek Golf Club, both of which are full-service, revenue-producing golf course properties that the Company owns and operates. Each of these assets implicates 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:

· data privacy laws,
· consumer protection rules,
· e-commerce regulations,
· potential licensing requirements for travel-related sales,
· cyber-security standards,
· accessibility rules under the Americans with Disabilities Act (ADA) for web content.

Further, as the online marketplace continues to expand, state and federal authorities may implement new rules affecting:

· online advertising,
· cross-border digital commerce,
· AI-driven personalization,
· cookies and tracking technologies.

Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.

Regulation of Golf Course Operations

As physical golf course operations Apache Creek are subject to a separate set of regulatory and industry standards, which may include:

· local business licensing, zoning, and land-use regulations affecting course operations, hours, construction, expansion, and on-site facilities;
· environmental regulations, including water usage, irrigation practices, chemical handling, pesticide application, wetland protection, and turf-management compliance;
· health and safety requirements, including OSHA workplace standards for groundskeepers, maintenance personnel, pro shop staff, and food and beverage workers;
· food and beverage licensing, including health codes, alcohol service permits, and food-handling certifications;
· ADA accessibility requirements for physical facilities, including golf carts, pathways, bathrooms, and clubhouse areas;
· event-related permits, such as tournament hosting, outdoor gatherings, and special-use approvals; and
· employment and labor regulations, including wage and hour laws, seasonal staffing rules, and state-level employment standards.

Future expansion of on-site amenities, tournaments, food service offerings, or special events may increase regulatory touchpoints and compliance responsibilities.

Golf Industry Regulatory Outlook

Because both digital and physical golf operations are subject to evolving local, state, and federal regulatory environments, the Company may face increased compliance obligations as these businesses scale. New rules related to consumer privacy, dynamic pricing, online marketing, environmental management, and workplace safety could materially impact operations, impose additional costs, or require technology or operational adjustments.

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

RESULTS OF OPERATION

Following is management's discussion of the relevant items affecting results of operations for the three and nine months ended February 28, 2026 and 2025.

Revenues. The Company generated revenues of $448,311 and $-0- during the three months ended February 28, 2026 and 2025, respectively. The Company generated revenues of $475,431 and $-0- for during the nine months ended February 28, 2026 and 2025, respectively. Revenues were generated partly from advertising spot sales on our syndicated radio network. The majority of revenues were generated from golf course bookings and cart rentals through the Stand By Golf platform. These will continue to be the majority of revenues in future operations. Other future revenues will be golf green fees, cart rentals, food & beverage sales and pro shop sales when the planned acquisitions of golf courses have been finalized.

Cost of Sales. Our cost of sales for were $329,433 for the three and nine months ended February 28, 2026 and 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 of the costs of merchandise and food & beverage sold at the golf course pro shops.

Salaries and Consulting Expenses. Salaries and consulting expenses were $213,340 and $-0- for the three months ended February 28, 2026 and 2025, respectively. Salaries and consulting expenses were $356,726 and $120,000 for the nine months ended February 28, 2026 and 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 golf courses.

Professional Fees. Professional fees were $142,645 and $22,036 for the three months ended February 28, 2026 and 2025, respectively. Professional fees were $331,752 and $26,536 for the nine months ended February 28, 2026 and 2025, respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company's financial statements as well as the filings with the Securities and Exchange Commission. These fees also increased due to the fees incurred with the acquisition of GetGolf and Stand By Golf. We anticipate that professional fees will increase in future periods as we acquire golf courses as well as scale up our operations.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $85,225 and $1,178 for the three months ended February 28, 2026 and 2025, respectively. Other selling, general and administrative expenses were $226,280 and $2,032 for the nine months ended February 28, 2026 and 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 $5,489,474 and $320,443 for the nine months ended February 28, 2026 and 2025, respectively. During the nine months ended February 28, 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 $1,654,620, loss on the markdown of investment in the amount of $3,700,000 and interest expenses related to notes payable in the amount of $1,895,315, which included the amortization of debt discounts of $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 13%.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2026, our primary source of liquidity consisted of $349,224 in cash and cash equivalents. We hold our cash reserves in major United States 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 February 28, 2026 of $7,977,346 and $22,070,171, respectively, which raises doubt about our ability to continue as a going concern. We generated a net loss for the nine months ended February 28, 2026 of $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 these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

CRITICAL ACCOUNTING PRONOUNCEMENTS

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the 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, revenues, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in our May 31, 2025 Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

We recognize revenue on arrangements in accordance with FASB ASC No. 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

OFF-BALANCE SHEET ARRANGEMENTS

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

Transglobal Management Group Inc. published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 13, 2026 at 12:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]