The Marquie Group, Inc. (TMGI) S-1/A7 Oct 24IPO registration (amended)Financial data

Company Profile

Cover

Cover	12 Months Ended
Cover	May 31, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	client made edits to veribage on the cover
Entity Registrant Name	The MARQUIE GROUP, INC.
Entity Central Index Key	0001434601
Entity Tax Identification Number	26-2091212
Entity Incorporation, State or Country Code	FL
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Creation Date	Oct. 04, 2024
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	7901 4th Street North, Suite 4887
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33702
City Area Code	(800)
Local Phone Number	351-3021

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May 31, 2024	May 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 0	$ 0
Total Current Assets	0	0
OTHER ASSETS
Investment in Acquisition	6,200,000	6,200,000
Loans receivable, related party	35,237	28,247
Music inventory, net of accumulated depreciation of $21,533 and $20,719, respectively	735	929
Trademark costs	11,165	10,365
Total Other Assets	6,247,137	6,239,541
TOTAL ASSETS	6,247,137	6,239,541
CURRENT LIABILITIES
Bank overdraft	89	46
Accounts payable	77,074	50,664
Accrued interest payable on notes payable	844,460	578,017
Accrued consulting fees	1,385,917	1,145,917
Notes payable, net of debt discounts of $31,709 and $66,794, respectively	1,434,733	1,465,138
Notes payable to related parties	2,082,315	2,090,772
Derivative liability	206,113	1,035,998
Total Current Liabilities	6,030,701	6,366,552
TOTAL LIABILITIES	6,030,701	6,366,552
STOCKHOLDERS’ EQUITY / (DEFICIT)
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized, 200 and 200 shares issued and outstanding	0	0
Common stock, $0.0001 par value; 50,000,000,000 shares authorized, 3,325,531,102 and 756,612,000 shares issued and outstanding, respectively	332,555	75,663
Additional paid-in-capital	14,747,367	14,495,356
Accumulated deficit	(14,863,486)	(14,698,030)
Total Stockholders’ Equity (Deficit)	216,436	(127,011)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)	$ 6,247,137	$ 6,239,541

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	May 31, 2024	May 31, 2023
Statement of Financial Position [Abstract]
Music inventory, net of accumulated depreciation	$ 21,533	$ 20,719
Notes payable, net of debt discounts	$ 31,709	$ 66,794
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	200	200
Preferred stock, shares outstanding	200	200
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000,000	50,000,000,000
Common stock, shares issued	3,325,531,102	756,612,000
Common stock, shares outstanding	3,325,531,102	756,612,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	May 31, 2024	May 31, 2023
Income Statement [Abstract]
NET REVENUES	$ 0	$ 0
OPERATING EXPENSES
Salaries and Consulting fees	407,905	240,000
Professional fees	101,970	85,190
Other selling, general and administrative	39,598	31,280
Total Operating Expenses	549,473	356,470
LOSS FROM OPERATIONS	(549,473)	(356,470)
OTHER INCOME (EXPENSES)
Income from derivative liability	905,940	1,911,637
Interest expense (including amortization of debt discounts of $111,141 and $70,629, respectively)	(521,923)	(375,008)
Total Other Income (Expenses)	384,017	1,536,629
INCOME (LOSS) BEFORE INCOME TAXES	(165,456)	1,180,159
INCOME TAX EXPENSE	0	0
NET INCOME (LOSS)	$ (165,456)	$ 1,180,159
Net income (loss) per common share, Basic	$ 0	$ 0
Net income (loss) per common share, Diluted	$ 0	$ 0
Weighted average shares outstanding, Basic	1,537,070,989	528,202,354
Weighted average shares outstanding, Diluted	1,537,070,989	528,202,354

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
Income Statement [Abstract]
Amortization of debt discounts	$ 111,141	$ 70,629

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at May. 31, 2022	$ 0	$ 1,621	$ 10,221,891	$ (15,878,189)	$ (5,654,677)
Beginning balance, shares at May. 31, 2022	200	16,189,732
Common stock issued for conversion of debt		$ 7,375	140,132		147,507
Common stock issued for conversion of debt, shares		73,753,000
Investment in Acquisition		$ 66,667	4,133,333		4,200,000
Investment in Acquisition, shares		666,666,668
Round up of shares from reverse stock split
Round up of shares from reverse stock split, shares		2,600
Net loss				1,180,159	1,180,159
Ending balance, value at May. 31, 2023	$ 0	$ 75,663	14,495,356	(14,698,030)	(127,011)
Ending balance, shares at May. 31, 2023	200	756,612,000
Common stock issued for conversion of debt		$ 226,548	123,924		350,472
Common stock issued for conversion of debt, shares		2,265,475,967
Common stock issued for services		$ 18,500	84,200		102,700
Common stock issued for services, shares		185,000,000
Common stock issued for Standby Equity Agreement		$ 11,844	43,887		55,731
Common stock issued for Standby Equity Agreement, shares		118,443,135
Net loss				(165,456)	(165,456)
Ending balance, value at May. 31, 2024	$ 0	$ 332,555	$ 14,747,367	$ (14,863,486)	$ 216,436
Ending balance, shares at May. 31, 2024	200	3,325,531,102

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	May 31, 2024	May 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (165,456)	$ 1,180,159
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Stock issued for services	102,700	0
Depreciation of music inventory	814	1,238
Income from derivative liability	(905,940)	(1,911,637)
Amortization of debt discounts	111,141	70,629
Default interest added to notes principal balance	67,188	0
Changes in operating assets and liabilities:
Accounts payable	26,410	15,259
Accrued interest payable on notes payable	359,539	291,344
Accrued consulting fees	240,000	219,700
Net Cash Used by Operating Activities	(163,604)	(133,308)
CASH FLOWS FROM INVESTING ACTIVITIES:
Music inventory	(620)	0
Trademark costs	(800)	0
Payments from loans receivable, related party	(6,990)	(28,247)
Net Cash Used by Investing Activities	(8,410)	(28,247)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft	43	46
Proceeds from standby equity agreement	55,732	0
Proceeds from notes payable	124,696	155,935
Repayments of notes payable to related parties	(8,457)	(29,500)
Proceeds from notes payable to related parties	0	34,721
Net Cash Provided by Financing Activities	172,014	161,202
NET DECREASE IN CASH AND CASH EQUIVALENTS	0	(353)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	353
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0
Cash Payments For:
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Issuance of stock and promissory note for investment in acquisition	0	6,200,000
Initial derivative liability charged to debt discounts	76,055	61,100
Conversion of debt and accrued interest into common stock	$ 350,472	$ 147,507

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	May 31, 2024	May 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (165,456)	$ 1,180,159

ORGANIZATION

ORGANIZATION	12 Months Ended
ORGANIZATION	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1 - ORGANIZATION Music of Your Life, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MOYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation (“Merger Sub”), pursuant to which MOYL Nevada merged with Merger Sub. As a result of the merger, MOYL Nevada became a wholly owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., and operated a nationwide syndicated radio network. Acquisition of The Marquie Group, Inc. On August 16, 2018 (see Note 10), the Company merged with The Marquie Group, Inc. (“TMGI”) in exchange for the issuance of a total of 100,000 shares of our common stock to TMGI’s stockholders. Following the merger, the Company had 102,277 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMGI business plan is to advertise a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients. Acquisition of Global Nutrition Experience, Inc. On November 21, 2019 (see Note 10), the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000,000 shares of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property from, and to third parties.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	May 31, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant: a. Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly owned subsidiary. All inter-company accounts and transactions have been eliminated. b. Accounting Method The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end. c. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. Cash and Cash Equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. e. Basic and Fully Diluted Net Loss per Share of Common Stock In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been included in the diluted earnings per share computations as their effect were antidilutive for the periods presented. f. Revenue Recognition The Company adopted ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues. g. Advertising Advertising costs, which are expensed as incurred, were $ 3,201 3,750 h. Income Taxes Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use. Net deferred tax assets consist of the following components as of May 31, 2024 and 2023: Schedule of net deferred tax assets May 31, 2024 May 31, 2023 Deferred tax assets: NOL Carryover $ 1,603,025 $ 1,401,372 Valuation allowance (1,603,025 ) (1,401,372 ) Net deferred tax asset $ – $ – The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May 31, 2024 and 2023 due to the following: Schedule of provision for income taxes May 31, 2024 May 31, 2023 Expected tax (benefit) at 21% $ (34,746 ) $ 247,833 Non-deductible expense (non-taxable income) from derivative liability (190,247 ) (401,444 ) Non-deductible amortization of debt discounts 23,340 14,832 Change in valuation allowance 201,653 138,779 Provision for income taxes $ – $ – For the periods presented, the Company had no The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For the periods presented, the Company had no such interest or penalties. i. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did no j. Recent Accounting Pronouncements We have reviewed accounting pronouncements issued 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 years ended May 31, 2024 and 2023. Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	12 Months Ended
FINANCIAL INSTRUMENTS	May 31, 2024
Investments, All Other Investments [Abstract]
FINANCIAL INSTRUMENTS	NOTE 3 - FINANCIAL INSTRUMENTS The Company has adopted FASB ASC 820-10-50, “ Fair Value Measurements. Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

MUSIC INVENTORY

MUSIC INVENTORY	12 Months Ended
MUSIC INVENTORY	May 31, 2024
Inventory Disclosure [Abstract]
MUSIC INVENTORY	NOTE 4 - MUSIC INVENTORY Our Music of Your Life song catalogue is compiled of more than 100,000 titles. Many of these songs include difficult to find older recordings that originated on long play records (LP’s) which date back to the turn of the 20 th MPEG-1 Audio Layer 3 ( Free Lossless Audio Codec. This technology offers amazing, CD or WAV quality specifications in a small file size. An effort is underway to convert the entire Music of Your Life catalogue from the original source material to the FLAC format offering our listeners a much-improved experience which cannot be found on any free streaming service today. The replacement value of our music catalogue is valued at more than $ 250,000 Music inventory consisted of the following: Schedule of music inventory May 31, 2024 May 31, 2023 Digital music acquired for use in operations – at cost $ 22,268 $ 21,648 Accumulated depreciation (21,533 ) (20,719 ) Music inventory – net $ 735 $ 929 The Company purchases digital music from time to time as new music become available for broadcast on our network. During the year ended May 31, 2024 the Company purchased $ 620 814 1,238

ACCRUED CONSULTING FEES

ACCRUED CONSULTING FEES	12 Months Ended
ACCRUED CONSULTING FEES	May 31, 2024
Payables and Accruals [Abstract]
ACCRUED CONSULTING FEES	NOTE 5 – ACCRUED CONSULTING FEES Accrued consulting fees consisted of the following: Schedule of accrued consulting fees May 31, 2024 May 31, 2023 Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $20,000 $ 728,817 $ 488,817 Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 305,200 305,200 Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 131,350 131,350 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 144,700 144,700 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 48,000 48,000 Due to two other service providers 27,850 27,850 Total $ 1,385,917 $ 1,145,917 The accrued consulting fees balance changed as follows: Schedule of accrued consulting fees balance changed Year Ended May 31, 2024 May 31, 2023 Balance, beginning of period $ 1,145,917 $ 926,217 Compensation expense accrued pursuant to consulting agreements 240,000 240,000 Payments to consultants – (20,300 ) Balance, end of period $ 1,385,917 $ 1,145,917 See Note 11 (Commitments and Contingencies)

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
NOTES PAYABLE	May 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 - NOTES PAYABLE Notes payable consisted of the following: Schedule of notes payable May 31,2024 May 31,2023 Notes payable to entities, non-interest bearing, due on demand, unsecured $ 54,079 $ 64,700 Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) 25,000 25,000 Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) 40,000 40,000 Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) 25,000 25,000 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100 Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) 35,000 35,000 Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) 8,505 8,505 Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default (SS) 154,764 154,764 Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 152,369 170,212 Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default, net of discount of $-0- and $4,274, respectively (WW) 14,000 14,000 Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY) 424 58,250 Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ) 203,095 245,000 Convertible note payable to an entity, interest at 12%, due on June 10, 2023, in default, net of discount of $-0- and $1,065, respectively (AA) – 37,815 Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default, net of discount of $-0- and $13,143, respectively (C) 12,649 17,412 Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default, net of discount of $-0- and $52,586, respectively (F) 76,375 8,514 Convertible note payable to an entity, interest at 10%, due on August 15, 2024, net of discount of $11,319 and $-0-, respectively (J) 10,201 – Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $1,052 and $-0-, respectively (K) 2,448 – Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $19,336 and $-0-, respectively (L) 11,217 – Note payable to an entity, terms to be agreed on and memorialized subsequent to May 31, 2024 48,641 – Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements. 70,000 70,000 Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements. 100,000 100,000 Notes payable to individuals, non-interest bearing, due on demand 103,476 103,476 Total Notes Payable 1,434,733 1,465,138 Less: Current Portion (1,434,733 ) (1,465,138 ) Long-Term Notes Payable $ – $ – (B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. (D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016. (E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. (G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. (H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. (I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016. (M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016. (V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share. (W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. (DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (SS) On November 30, 2020, the Company issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of the conversion. See Note 9 (Derivative Liability). (VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.00004, or (2) 50% of the lowest trading price of the common stock for the previous 15-day trading period. See Note 9 (Derivative Liability). (WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (YY) On December 21, 2021, the Company issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock. (ZZ) On February 8, 2022, the Company issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12% per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.0001, or (2) the par value of the Common Stock. (AA) On June 10, 2022, the Company issued a $38,880 Convertible Promissory Note to a lender for net loan proceeds of $31,800. The note bears interest at a rate of 12% per annum, is due on June 10, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.05, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (C) On November 4, 2022, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $25,000. The note bears interest at a rate of 12% per annum, is due on November 4, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.005, or (2) 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (F) On April 10, 2023, the Company issued a $61,100 Convertible Promissory Note to a lender for net loan proceeds of $55,000. The note bears interest at a rate of 12% per annum, is due on April 10, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of (1) $0.003, or (2) par value of common stock. See Note 9 (Derivative Liability). (J) On November 7, 2023, the Company issued a $42,000 Convertible Promissory Note to a lender for net loan proceeds of $32,200. The note bears interest at a rate of 10% per annum, is due on August 15, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 63% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (K) On September 18, 2023, the Company issued a $3,500 Convertible Promissory Note to a lender for net loan proceeds of $3,500. The note bears interest at a rate of 12% per annum, is due on September 18, 2024, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). (L) On January 18, 2024, the Company issued a $30,555 Convertible Promissory Note to a lender for net loan proceeds of $22,800. The note bears interest at a rate of 12% per annum, is due on January 18, 2025, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lower of $0.0002 or 50% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). Concentration of Notes Payable The principal balance of the notes payable was due to: Schedule of principal balance of the notes payable was due May 31, 2024 May 31, 2023 Lender A $ 358,283 $ 458,014 Lender B 209,874 170,212 14 other lenders 898,285 903,706 Total 1,466,442 1,531,935 Less debt discounts (31,709 ) (66,794 ) Net $ 1,434,733 $ 1,465,138

NOTES PAYABLE _ RELATED PARTIES

NOTES PAYABLE – RELATED PARTIES	12 Months Ended
NOTES PAYABLE – RELATED PARTIES	May 31, 2024
Related Party Transactions [Abstract]
NOTES PAYABLE – RELATED PARTIES	NOTE 8 – NOTES PAYABLE – RELATED PARTIES Notes payable – related parties consisted of the following: Schedule of notes payable related parties May 31, 2024 May 31, 2023 Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured $ 2,073 $ 2,073 Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 69,250 69,250 Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured 10,992 19,449 Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) 2,000,000 2,000,000 Total Notes Payable – Related Parties 2,082,315 2,090,772 Less: Current Portion (2,082,315 ) (2,090,772 ) Long-Term Notes Payable $ – $ –

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	12 Months Ended
DERIVATIVE LIABILITY	May 31, 2024
Derivative Liability
DERIVATIVE LIABILITY	NOTE 9 - DERIVATIVE LIABILITY The derivative liability at May 31, 2024 and 2023 consisted of: Schedule of derivative liability May 31, 2024 May 31, 2023 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 40,000 $ 40,000 $ 81,481 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 43,500 29,000 81,093 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 32,250 21,500 60,120 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 35,000 35,000 71,296 Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 8,506 8,506 17,326 Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 7,040 154,764 151,020 Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 152,369 4,224 170,212 153,285 Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 7,538 14,000 18,707 Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) – – 38,880 154,078 Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 12,649 3,520 30,555 92,797 Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) 76,375 7,040 61,100 154,795 Convertible note payable issued November 7, 2023, due on August 15, 2024 (J) 21,520 5,209 – – Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) 3,500 5,880 – – Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) 30,555 6,406 – – Totals $ 599,738 $ 206,113 $ 703,517 $ 1,035,998 The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculations of the derivative liability of the notes at May 31, 2024 include (1) stock price of $0.0001 per share, (2) exercise prices ranging from $0.00004 to $0.0001 per share, (3) terms ranging from 0 days to 231 days, (4) expected volatility of 428% and (5) risk free interest rates ranging from 5.42% to 5.48%. Assumptions used for the calculations of the derivative liability of the notes at May 31, 2023 include (1) stock price of $0.0041 per share, (2) exercise prices ranging from $0.00004 to $0.001755 per share, (3) terms ranging from 0 days to 315 days, (4) expected volatility of 2,189% and (5) risk free interest rates ranging from 4.65% to 5.28%. Concentration of Derivative Liability The derivative liability relates to convertible notes payable due to: Schedule of derivative liability relates to convertible notes payable due May 31, 2024 May 31, 2023 Lender A $ 7,040 $ 151,020 Lender B – 153,285 Lender C 3,520 415,233 Lender D 55,268 107,329 5 other lenders 140,285 209,131 Total $ 206,113 $ 1,035,998

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS	12 Months Ended
EQUITY TRANSACTIONS	May 31, 2024
Equity [Abstract]
EQUITY TRANSACTIONS	NOTE 10 - EQUITY TRANSACTIONS On October 13, 2022 (the “Closing Date”), the Company entered into a Standby Equity Commitment Agreement (the “Equity Agreement” by and among the Company, and MacRab, LLC, a Florida limited liability company ("MacRab"), pursuant to which MacRab has agreed to purchase at the Company’s sole discretion, up to five million dollars ($5,000,000) of the Company’s common stock (the “Put Shares”) at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTCQB during the six (6) Trading Days immediately following the Clearing Date. Contemporaneous therewith, the Company and MacRab also entered into a Registration Rights Agreement, whereby the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company has registered the Put Shares pursuant in a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement was filed on October 21, 2022. During the year ended May 31, 2024, the Company issued an aggregate of 349,461,323 55,730 During the quarter ended May 31, 2024, the Company’s transfer agent issued 231,018,188 During the year ended May 31, 2023, the Company issued an aggregate of 73,753,000 147,507 During the year ended May 31, 2023, the Company issued 666,666,668 During the year ended May 31, 2024, the Company issued an aggregate of 2,265,475,967 350,472 During the year ended May 31, 2024, the Company issued an aggregate of 185,000,000 102,700

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 - COMMITMENTS AND CONTINGENCIES Consulting Agreements with Individuals The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 5 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provides for monthly compensation of $20,000. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provides for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019. Corporate Consulting Agreement On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were accrued at May 31, 2022 and 2021. On October 16, 2018 (see Note 10), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.

INVESTMENT IN ACQUISITION

INVESTMENT IN ACQUISITION	12 Months Ended
INVESTMENT IN ACQUISITION	May 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
INVESTMENT IN ACQUISITION	NOTE 12 – INVESTMENT IN ACQUISITION On September 20, 2022, the Company entered into an agreement to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”), in exchange for 666,666,668 2,000,000 6,200,000

GOING CONCERN

GOING CONCERN	12 Months Ended
GOING CONCERN	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 13 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At May 31, 2024, the Company had negative working capital of $ 6,030,701 14,863,486 To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2025 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	May 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS Subsequent to May 31, 2024, the Company issued an aggregate of 473,936,508 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $54,127. The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events requiring disclosure.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	May 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	a. Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly owned subsidiary. All inter-company accounts and transactions have been eliminated.
Accounting Method	b. Accounting Method The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end.
Use of Estimates in the Preparation of Financial Statements	c. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	d. Cash and Cash Equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
Basic and Fully Diluted Net Loss per Share of Common Stock	e. Basic and Fully Diluted Net Loss per Share of Common Stock In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.
Revenue Recognition	f. Revenue Recognition The Company adopted ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues.
Advertising	g. Advertising Advertising costs, which are expensed as incurred, were $ 3,201 3,750
Income Taxes	h. Income Taxes Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use. Net deferred tax assets consist of the following components as of May 31, 2024 and 2023: Schedule of net deferred tax assets May 31, 2024 May 31, 2023 Deferred tax assets: NOL Carryover $ 1,603,025 $ 1,401,372 Valuation allowance (1,603,025 ) (1,401,372 ) Net deferred tax asset $ – $ – The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May 31, 2024 and 2023 due to the following: Schedule of provision for income taxes May 31, 2024 May 31, 2023 Expected tax (benefit) at 21% $ (34,746 ) $ 247,833 Non-deductible expense (non-taxable income) from derivative liability (190,247 ) (401,444 ) Non-deductible amortization of debt discounts 23,340 14,832 Change in valuation allowance 201,653 138,779 Provision for income taxes $ – $ – For the periods presented, the Company had no The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For the periods presented, the Company had no such interest or penalties.
Concentrations of Credit Risk	i. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did no
Recent Accounting Pronouncements	j. Recent Accounting Pronouncements We have reviewed accounting pronouncements issued 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 years ended May 31, 2024 and 2023. Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Tables)	May 31, 2024
Accounting Policies [Abstract]
Schedule of net deferred tax assets	Schedule of net deferred tax assets May 31, 2024 May 31, 2023 Deferred tax assets: NOL Carryover $ 1,603,025 $ 1,401,372 Valuation allowance (1,603,025 ) (1,401,372 ) Net deferred tax asset $ – $ –
Schedule of provision for income taxes	Schedule of provision for income taxes May 31, 2024 May 31, 2023 Expected tax (benefit) at 21% $ (34,746 ) $ 247,833 Non-deductible expense (non-taxable income) from derivative liability (190,247 ) (401,444 ) Non-deductible amortization of debt discounts 23,340 14,832 Change in valuation allowance 201,653 138,779 Provision for income taxes $ – $ –

MUSIC INVENTORY (Tables)

MUSIC INVENTORY (Tables)	12 Months Ended
MUSIC INVENTORY (Tables)	May 31, 2024
Inventory Disclosure [Abstract]
Schedule of music inventory	Schedule of music inventory May 31, 2024 May 31, 2023 Digital music acquired for use in operations – at cost $ 22,268 $ 21,648 Accumulated depreciation (21,533 ) (20,719 ) Music inventory – net $ 735 $ 929

ACCRUED CONSULTING FEES (Tables

ACCRUED CONSULTING FEES (Tables)	12 Months Ended
ACCRUED CONSULTING FEES (Tables)	May 31, 2024
Payables and Accruals [Abstract]
Schedule of accrued consulting fees	Schedule of accrued consulting fees May 31, 2024 May 31, 2023 Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $20,000 $ 728,817 $ 488,817 Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 305,200 305,200 Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 131,350 131,350 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 144,700 144,700 Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 48,000 48,000 Due to two other service providers 27,850 27,850 Total $ 1,385,917 $ 1,145,917
Schedule of accrued consulting fees balance changed	Schedule of accrued consulting fees balance changed Year Ended May 31, 2024 May 31, 2023 Balance, beginning of period $ 1,145,917 $ 926,217 Compensation expense accrued pursuant to consulting agreements 240,000 240,000 Payments to consultants – (20,300 ) Balance, end of period $ 1,385,917 $ 1,145,917

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
NOTES PAYABLE (Tables)	May 31, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable May 31,2024 May 31,2023 Notes payable to entities, non-interest bearing, due on demand, unsecured $ 54,079 $ 64,700 Note payable to an individual, due on May 22, 2015, in default (B) 25,000 25,000 Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) 50,000 50,000 Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) 7,000 7,000 Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) 50,000 50,000 Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) 50,000 50,000 Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) 25,000 25,000 Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) 40,000 40,000 Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) 25,000 25,000 Convertible note payable to an individual, interest at 10%, due on demand (V) 46,890 46,890 Convertible note payable to an individual, interest at 8%, due on demand (W) 29,000 29,000 Convertible note payable to an individual, interest at 8%, due on demand (X) 21,500 21,500 Convertible note payable to an entity, interest at 10%, due on demand (Y) 8,100 8,100 Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) 35,000 35,000 Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) 8,505 8,505 Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default (SS) 154,764 154,764 Convertible note payable to an entity, interest at 10%, due on June 4, 2022, in default (VV) 152,369 170,212 Convertible note payable to an entity, interest at 8%, due on August 27, 2022, in default, net of discount of $-0- and $4,274, respectively (WW) 14,000 14,000 Convertible note payable to an entity, interest at 12%, due on December 21, 2022, in default (YY) 424 58,250 Convertible note payable to an entity, interest at 12%, due on February 8, 2023, in default (ZZ) 203,095 245,000 Convertible note payable to an entity, interest at 12%, due on June 10, 2023, in default, net of discount of $-0- and $1,065, respectively (AA) – 37,815 Convertible note payable to an entity, interest at 12%, due on November 4, 2023, in default, net of discount of $-0- and $13,143, respectively (C) 12,649 17,412 Convertible note payable to an entity, interest at 12%, due on April 10, 2024, in default, net of discount of $-0- and $52,586, respectively (F) 76,375 8,514 Convertible note payable to an entity, interest at 10%, due on August 15, 2024, net of discount of $11,319 and $-0-, respectively (J) 10,201 – Convertible note payable to an entity, interest at 12%, due on September 18, 2024, net of discount of $1,052 and $-0-, respectively (K) 2,448 – Convertible note payable to an entity, interest at 12%, due on January 18, 2025, net of discount of $19,336 and $-0-, respectively (L) 11,217 – Note payable to an entity, terms to be agreed on and memorialized subsequent to May 31, 2024 48,641 – Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements. 70,000 70,000 Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through April 5, 2023, forgivable in part or whole subject to certain requirements. 100,000 100,000 Notes payable to individuals, non-interest bearing, due on demand 103,476 103,476 Total Notes Payable 1,434,733 1,465,138 Less: Current Portion (1,434,733 ) (1,465,138 ) Long-Term Notes Payable $ – $ –
Schedule of principal balance of the notes payable was due	Schedule of principal balance of the notes payable was due May 31, 2024 May 31, 2023 Lender A $ 358,283 $ 458,014 Lender B 209,874 170,212 14 other lenders 898,285 903,706 Total 1,466,442 1,531,935 Less debt discounts (31,709 ) (66,794 ) Net $ 1,434,733 $ 1,465,138

NOTES PAYABLE _ RELATED PARTI_2

NOTES PAYABLE – RELATED PARTIES (Tables)	12 Months Ended
NOTES PAYABLE – RELATED PARTIES (Tables)	May 31, 2024
Related Party Transactions [Abstract]
Schedule of notes payable related parties	Schedule of notes payable related parties May 31, 2024 May 31, 2023 Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured $ 2,073 $ 2,073 Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured 69,250 69,250 Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured 10,992 19,449 Note payable to the wife of the Chief Executive Officer as part of the 25% acquisition of Simply Whim, interest at 12%, due on September 20, 2023, unsecured (See Note 10) 2,000,000 2,000,000 Total Notes Payable – Related Parties 2,082,315 2,090,772 Less: Current Portion (2,082,315 ) (2,090,772 ) Long-Term Notes Payable $ – $ –

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	12 Months Ended
DERIVATIVE LIABILITY (Tables)	May 31, 2024
Derivative Liability
Schedule of derivative liability	Schedule of derivative liability May 31, 2024 May 31, 2023 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable issued December 29, 2015, due December 29, 2016 (M) $ 40,000 $ 40,000 $ 40,000 $ 81,481 Convertible note payable issued April 5, 2017, due on demand (W) 29,000 43,500 29,000 81,093 Convertible note payable issued April 5, 2017, due on demand (X) 21,500 32,250 21,500 60,120 Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) 35,000 35,000 35,000 71,296 Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) 8,506 8,506 8,506 17,326 Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) 154,764 7,040 154,764 151,020 Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) 152,369 4,224 170,212 153,285 Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) 14,000 7,538 14,000 18,707 Convertible note payable issued June 10, 2022, due on June 10, 2023 (AA) – – 38,880 154,078 Convertible note payable issued November 4, 2022, due on November 4, 2023 (C) 12,649 3,520 30,555 92,797 Convertible note payable issued April 10, 2023, due on April 10, 2024 (F) 76,375 7,040 61,100 154,795 Convertible note payable issued November 7, 2023, due on August 15, 2024 (J) 21,520 5,209 – – Convertible note payable issued September 18, 2023, due on September 18, 2024 (K) 3,500 5,880 – – Convertible note payable issued January 18, 2024, due on January 18, 2025 (L) 30,555 6,406 – – Totals $ 599,738 $ 206,113 $ 703,517 $ 1,035,998
Schedule of derivative liability relates to convertible notes payable due	Schedule of derivative liability relates to convertible notes payable due May 31, 2024 May 31, 2023 Lender A $ 7,040 $ 151,020 Lender B – 153,285 Lender C 3,520 415,233 Lender D 55,268 107,329 5 other lenders 140,285 209,131 Total $ 206,113 $ 1,035,998

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details - Net deferred tax assets) - USD ($)	May 31, 2024	May 31, 2023
Deferred tax assets:
NOL Carryover	$ 1,603,025	$ 1,401,372
Valuation allowance	(1,603,025)	(1,401,372)
Net deferred tax asset	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details - Income tax provision) - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
Accounting Policies [Abstract]
Expected tax (benefit) at 21%	$ (34,746)	$ 247,833
Non-deductible expense (non-taxable income) from derivative liability	(190,247)	(401,444)
Non-deductible amortization of debt discounts	23,340	14,832
Change in valuation allowance	201,653	138,779
Provision for income taxes	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
Accounting Policies [Abstract]
Advertising costs	$ 3,201	$ 3,750
Unrecognized tax benefits	0	$ 0
Cash or cash equivalents	$ 0

MUSIC INVENTORY (Details)

MUSIC INVENTORY (Details) - USD ($)	May 31, 2024	May 31, 2023
Inventory Disclosure [Abstract]
Digital music acquired for use in operations – at cost	$ 22,268	$ 21,648
Accumulated depreciation	(21,533)	(20,719)
Music inventory – net	$ 735	$ 929

MUSIC INVENTORY (Details Narrat

MUSIC INVENTORY (Details Narrative) - USD ($)	12 Months Ended
MUSIC INVENTORY (Details Narrative) - USD ($)	May 31, 2024	May 31, 2023
Inventory Disclosure [Abstract]
Replacement value of music catalogue	$ 250,000
Purchased music inventory	620
Depreciation on music inventory	$ 814	$ 1,238

ACCRUED CONSULTING FEES (Detail

ACCRUED CONSULTING FEES (Details - Consulting fees payable) - USD ($)	May 31, 2024	May 31, 2023	May 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	$ 1,385,917	$ 1,145,917	$ 926,217
Consulting Agreement dated March 1, 2017 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	728,817	488,817
Wife of CEO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	305,200	305,200
Mother of CEO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	131,350	131,350
Service Provider [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	144,700	144,700
Service Provider1 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	48,000	48,000
Two Other Service Providers [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Professional Fees, Current	$ 27,850	$ 27,850

ACCRUED CONSULTING FEES (Deta_2

ACCRUED CONSULTING FEES (Details - Consulting fees balance changed) - USD ($)	12 Months Ended
	May 31, 2024	May 31, 2023
Payables and Accruals [Abstract]
Balance, beginning of period	$ 1,145,917	$ 926,217
Compensation expense accrued pursuant to consulting agreements	240,000	240,000
Payments to consultants	0	(20,300)
Balance, end of period	$ 1,385,917	$ 1,145,917

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	May 31, 2024	May 31, 2023
Debt Instrument [Line Items]
Total Notes Payable	$ 1,434,733	$ 1,465,138
Less: Current Portion	(1,434,733)	(1,465,138)
Long-Term Notes Payable	0	0
Note Payable 1 [Member]
Debt Instrument [Line Items]
Total Notes Payable	54,079	64,700
Note Payable 2 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 3 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 4 [Member]
Debt Instrument [Line Items]
Total Notes Payable	7,000	7,000
Note Payable 5 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 6 [Member]
Debt Instrument [Line Items]
Total Notes Payable	50,000	50,000
Note Payable 7 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 8 [Member]
Debt Instrument [Line Items]
Total Notes Payable	40,000	40,000
Note Payable 9 [Member]
Debt Instrument [Line Items]
Total Notes Payable	25,000	25,000
Note Payable 10 [Member]
Debt Instrument [Line Items]
Total Notes Payable	46,890	46,890
Note Payable 11 [Member]
Debt Instrument [Line Items]
Total Notes Payable	29,000	29,000
Note Payable 12 [Member]
Debt Instrument [Line Items]
Total Notes Payable	21,500	21,500
Note Payable 13 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,100	8,100
Note Payable 14 [Member]
Debt Instrument [Line Items]
Total Notes Payable	35,000	35,000
Note Payable 15 [Member]
Debt Instrument [Line Items]
Total Notes Payable	8,505	8,505
Note Payable 16 [Member]
Debt Instrument [Line Items]
Total Notes Payable	154,764	154,764
Note Payable 17 [Member]
Debt Instrument [Line Items]
Total Notes Payable	152,369	170,212
Note Payable 18 [Member]
Debt Instrument [Line Items]
Total Notes Payable	14,000	14,000
Note Payable 19 [Member]
Debt Instrument [Line Items]
Total Notes Payable	424	58,250
Note Payable 20 [Member]
Debt Instrument [Line Items]
Total Notes Payable	203,095	245,000
Note Payable 21 [Member]
Debt Instrument [Line Items]
Total Notes Payable	0	37,815
Note Payable 22 [Member]
Debt Instrument [Line Items]
Total Notes Payable	12,649	17,412
Note Payable 23 [Member]
Debt Instrument [Line Items]
Total Notes Payable	76,375	8,514
Note Payable 24 [Member]
Debt Instrument [Line Items]
Total Notes Payable	10,201	0
Note Payable 25 [Member]
Debt Instrument [Line Items]
Total Notes Payable	2,448	0
Note Payable 26 [Member]
Debt Instrument [Line Items]
Total Notes Payable	11,217	0
Note Payable 27 [Member]
Debt Instrument [Line Items]
Total Notes Payable	48,641	0
Note Payable 28 [Member]
Debt Instrument [Line Items]
Total Notes Payable	70,000	70,000
Note Payable 29 [Member]
Debt Instrument [Line Items]
Total Notes Payable	100,000	100,000
Note Payable 30 [Member]
Debt Instrument [Line Items]
Total Notes Payable	$ 103,476	$ 103,476

NOTES PAYABLE (Details - Princi

NOTES PAYABLE (Details - Principal balance of notes payable) - USD ($)	May 31, 2024	May 31, 2023
Debt Instrument [Line Items]
Total	$ 1,466,442	$ 1,531,935
Less debt discounts	(31,709)	(66,794)
Net	1,434,733	1,465,138
Lender A [Member]
Debt Instrument [Line Items]
Total	358,283	458,014
Lender B [Member]
Debt Instrument [Line Items]
Total	209,874	170,212
Other Lenders 14 [Member]
Debt Instrument [Line Items]
Total	$ 898,285	$ 903,706

NOTES PAYABLE - RELATED PARTIES

NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)	May 31, 2024	May 31, 2023
Related Party Transaction [Line Items]
Total Notes Payable - Related Parties	$ 2,082,315	$ 2,090,772
Less: Current Portion	(2,082,315)	(2,090,772)
Long-Term Notes Payable	0	0
Company Law Firm [Member]
Related Party Transaction [Line Items]
Total Notes Payable - Related Parties	2,073	2,073
OZ Corporation [Member]
Related Party Transaction [Line Items]
Total Notes Payable - Related Parties	69,250	69,250
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total Notes Payable - Related Parties	10,992	19,449
Wife of CEO [Member]
Related Party Transaction [Line Items]
Total Notes Payable - Related Parties	$ 2,000,000	$ 2,000,000

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)	May 31, 2024	May 31, 2023
Offsetting Assets [Line Items]
Face Value	$ 599,738	$ 703,517
Derivative Liability	206,113	1,035,998
Convertible Note 1 [Member]
Offsetting Assets [Line Items]
Face Value	40,000	40,000
Derivative Liability	40,000	81,481
Convertible Note 2 [Member]
Offsetting Assets [Line Items]
Face Value	29,000	29,000
Derivative Liability	43,500	81,093
Convertible Note 3 [Member]
Offsetting Assets [Line Items]
Face Value	21,500	21,500
Derivative Liability	32,250	60,120
Convertible Note 4 [Member]
Offsetting Assets [Line Items]
Face Value	35,000	35,000
Derivative Liability	35,000	71,296
Convertible Note 5 [Member]
Offsetting Assets [Line Items]
Face Value	8,506	8,506
Derivative Liability	8,506	17,326
Convertible Note 6 [Member]
Offsetting Assets [Line Items]
Face Value	154,764	154,764
Derivative Liability	7,040	151,020
Convertible Note 7 [Member]
Offsetting Assets [Line Items]
Face Value	152,369	170,212
Derivative Liability	4,224	153,285
Convertible Note 8 [Member]
Offsetting Assets [Line Items]
Face Value	14,000	14,000
Derivative Liability	7,538	18,707
Convertible Note 9 [Member]
Offsetting Assets [Line Items]
Face Value	0	38,880
Derivative Liability	0	154,078
Convertible Note 10 [Member]
Offsetting Assets [Line Items]
Face Value	12,649	30,555
Derivative Liability	3,520	92,797
Convertible Note 11 [Member]
Offsetting Assets [Line Items]
Face Value	76,375	61,100
Derivative Liability	7,040	154,795
Convertible Note 12 [Member]
Offsetting Assets [Line Items]
Face Value	21,520	0
Derivative Liability	5,209	0
Convertible Note 13 [Member]
Offsetting Assets [Line Items]
Face Value	3,500	0
Derivative Liability	5,880	0
Convertible Note 14 [Member]
Offsetting Assets [Line Items]
Face Value	30,555	0
Derivative Liability	$ 6,406	$ 0

DERIVATIVE LIABILITY (Details -

DERIVATIVE LIABILITY (Details - Derivative liability relates to convertible notes payable) - USD ($)	May 31, 2024	May 31, 2023
Offsetting Assets [Line Items]
Total	$ 206,113	$ 1,035,998
Lender A [Member]
Offsetting Assets [Line Items]
Total	7,040	151,020
Lender B [Member]
Offsetting Assets [Line Items]
Total	0	153,285
Lender C [Member]
Offsetting Assets [Line Items]
Total	3,520	415,233
Lender D [Member]
Offsetting Assets [Line Items]
Total	55,268	107,329
Other Lenders 5 [Member]
Offsetting Assets [Line Items]
Total	$ 140,285	$ 209,131

EQUITY TRANSACTIONS (Details Na

EQUITY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
EQUITY TRANSACTIONS (Details Narrative) - USD ($)	May 31, 2024	May 31, 2023
Class of Stock [Line Items]
Number of shares issued for service, value	$ 102,700
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued, conversion shares	2,265,475,967	73,753,000
Number of shares issued, conversion value	$ 350,472	$ 147,507
Number of shares issued, shares acquisitions		666,666,668
Number of shares issued for service, shares	185,000,000
Number of shares issued for service, value	$ 102,700
Equity Agreement [Member]
Class of Stock [Line Items]
Number of shares issued, shares	349,461,323
Net proceeds	$ 55,730
Equity Agreement [Member] \| Transfer Agent [Member]
Class of Stock [Line Items]
Number of shares issued, shares	231,018,188

INVESTMENT IN ACQUISITION (Deta

INVESTMENT IN ACQUISITION (Details Narrative) - Simply Whim [Member]	Sep. 20, 2022 USD ($) shares
Business Acquisition [Line Items]
Stock issued during period shares acquisitions \| shares	666,666,668
Promissory note issued	$ 2,000,000
Business combination consideration transferred	$ 6,200,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	May 31, 2024	May 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Negative working capital	$ 6,030,701
Accumulated deficit	$ 14,863,486	$ 14,698,030