UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On October 20, 2025, Marc Angell, the Chief Executive Officer and controlling shareholder of The Marquie Group, Inc. (hereafter, “Company”), and Jacquie Angell, entered into a Purchase Agreement, as amended (the “Purchase Agreement”) and attached hereto as Exhibit 10.1, with GetGolf.com (“GetGolf”), for $500,000 payable over 24 months, with respect to the sale of: (i) 200 Series A Preferred shares of the Company (the Series A Shares”), which Series A Shares have 80% of the vote of all classes of voting stock of the Company at all times, and (ii) that certain promissory note issued by the Company, in the name of Jacquie Angell in the principal amount of $2,000,000 (the “Angell Note”); and (iii) the return to treasury 666,700 held by the Angell Family Trust. Pursuant to the terms of the Purchase Agreement, the Series A Shares will be returned to treasury and reissued to the incoming Chief Executive Officer and Directors, as further detailed below. Also, pursuant to the Purchase Agreement, Marc and Jacquie Angell will retain all rights, title and interest to the trademarks, copyrights and other intellectual property pertaining to the Music of Your Life brand, and GetGolf will assign and transfer to the Company all rights, title and ownership interest in “Stand By Golf”, “Mountain Brook Golf Club” and "Apache Creek Golf Club”. Marc Angell will remain with the Company as its Secretary, Treasurer, and Chief Financial Officer for an initial term of 24 months.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 20, 2025, pursuant to the Purchase Agreement, the Company completed the disposition of all rights, title and interest to the trademarks, copyrights and other intellectual property pertaining to The Music of Your Life brand as described in Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities
On October 20, 2025, pursuant to the terms of the Purchase Agreement, the Company returned all 200 Series A Shares to treasury and simultaneously reissued in the aggregate all 200 Series A Shares to Jeff Foster (67) and Kelly Kirchhoff (133), the incoming Chief Executive Officer and Directors of the Company, for such consideration as described in Item 1.01 above.
Also on October 20, 2025, 666,700 shares of common stock held in the name of the Angell Family Trust were returned to treasury.
In connection with the foregoing, all of the parties are either “accredited investors” as defined pursuant to Rule 501 of Regulation D or have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the securities. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the sale of its securities in connection with the Purchase Agreement was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 5.01 Changes in Control of Registrant
On October 20, 2025, pursuant to the Purchase Agreement entered into between Marc and Jacquie Angell and GetGolf, GetGolf purchased of all 200 Series A Shares in exchange for $500,000 payable over 24 months. Following the sale of the Series A Shares, neither Marc or Jacquie Angell are individually or collectively, a controlling shareholder of the Company.
As of October 20, 2025, in connection with the Purchase Agreement described in Item 1.01 above, Jeff Foster, and Kelly Kirchhoff, due to their holdings of the Series A Shares, hold a controlling beneficial interest in the Company and, unless an event of default occurs in respect of the Purchase Agreement, may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 20, 2025, Marc Angell was replaced as the Chairman of the Board of Directors and as the Company’s Chief Executive Officer by Mr. Jeff Foster. Mr. Angell was subsequently appointed as the Company’s Chief Financial Officer, Secretary and Treasurer, and Kelly Kirchhoff was appointed to the Board of Directors. A summary of the background and business experience of each of Jeff Foster, Marc Angell and Kelly Kirchhoff is as follows:
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Jeff Foster, 69, Chairman of the Board, Chief Executive Officer. Mr. Jeff Foster, age 69, has more than 25 years of experience in entrepreneurial business development, operations, and industry leadership across the automotive, telecommunications, hospitality, and golf sectors. Early in his career, he became the youngest licensed automobile wholesaler in the State of Florida and later established one of Arizona’s largest independent cellular communications companies during the expansion of mobile telecommunications in the 1980s.
Mr. Foster has extensive experience within the golf industry. He is the founder of Arizona Fairways Magazine, which became a leading regional golf publication and served as the Official Golf Guide of the Arizona Golf Association. He also founded Arizona Golf and Travel, including a marketing model that facilitated travel-related barter transactions between golf properties and advertisers. Mr. Foster served three terms as President of the Southwest Golf Media Association.
Most recently, in 2013, Mr. Foster founded GETGOLF, a technology platform designed to facilitate real-time tee-time access, golf travel planning, and networking opportunities for golfers and course operators. He has also served as the CEO of GETGOLF since inception
On October 20, 2025, Mr. Foster was appointed Chairman of the Board and Chief Executive Officer of The Marquie Group, Inc. There are no family relationships between Mr. Foster and any director or executive officer of the Company, and there are no arrangements or understandings pursuant to which he was selected as a director. In addition, Mr. Foster has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.\
Marc Angell, 68, Chief Financial Officer, Treasurer and Secretary. Marc Angell, former Chief Executive Officer of The Marquie Group, Inc. from November 2012 through October 20, 2025, is the current Secretary, Treasurer and Chief Financial Officer of The Marquie Group, Inc. Mr. Angell’s career in media and broadcasting began in 1976 where he studied Broadcast Journalism at Columbia College in Hollywood, CA. After many years of working in the entertainment industry, Angell's trajectory took a significant turn when he acquired the renowned "Music of Your Life" trademark in 2008. Since 1978, "Music of Your Life" has been a cornerstone of the Adult Standards music format, broadcasting throughout the United States and Canada, and holds the title as the longest running non-stop music radio broadcast in the world. In November 2012, Angell founded Music of Your Life, Inc., an entertainment company aimed at expanding the brand beyond radio into television programming, live concerts, internet radio, and merchandising. The brand, known for its celebrity announcers, has been featured in popular TV shows, movies, celebrity cruises, and Time Life music collections.
In January 1990 Mr. Angell founded Angellcom, a supplier and distributor of one-way paging devices in the U.S. where he remained CEO until 1999. Mr. Angell conceptualized, designed, and marketed one-way pagers for Angellcom that broke the traditional mold of pagers by offering them in multiple, vibrant colors. He also delivered the nation's first alpha-numeric pager that sold for under $100. As a result, Angellcom became one of the largest suppliers of one-way pagers in North America.
During the 1990s, Mr. Angell was also involved in the land mobile radio business as a license holder and manager of 220MHz radio systems throughout the United States and Mexico. Angell became the first US citizen to hold a spectrum license in Mexico.
In 2000, Angell founded Planet Halo, a wireless telecommunications company where he served as CEO. There, he developed the "Halo," a wireless messaging device and software platform that offered a cost-effective alternative to the Blackberry. Under his leadership, Planet Halo launched the nation’s first wireless MESH system for marine use, providing wireless internet access to Ventura Harbor, California. In May 2004, he sold Planet Halo to Concierge Technologies, Inc., now known as Marygold, Inc. (NYSE: MGLD). Previously, Angell served as a director at Wireless Village, Inc., a telecommunications solutions provider, and at Concierge Technologies, Inc., a public company, from June 2004 to January 2008.
Angell was the creator, and first-to-market with the “iPad” trademark, the “HALO” trademark, and the “WINGS” trademark, all of which were successfully negotiated with their respective current owners.
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Kelly L. Kirchhoff, 58, Director. Kelly L. Kirchhoff was appointed to the Board of Directors of The Marquie Group, Inc. on October 20, 2025. Mr. Kirchhoff currently serves as Chief Executive Officer of Digital Research Solutions Inc., bringing more than 36 years of experience in sales, marketing, and business management across multiple industries.
Early in his career, Mr. Kirchhoff founded and oversaw several privately held businesses before transitioning into financial services, where he served as a Financial Consultant with PaineWebber, UBS Financial Services, and Stifel Financial Corp. During his tenure in the securities industry, he earned recognition multiple times as a top-tier performer in client advisory and portfolio development.
Mr. Kirchhoff later joined Digital Research Solutions Inc., where he has served as the Chief Executive Officer since 2015. Under his leadership, the company established its first patent, advanced consumer-focused product development through multiple phases, and integrated artificial intelligence capabilities into its software platform. He has extensive experience in corporate oversight, strategic growth planning, team leadership, and financial management.
Mr. Kirchhoff has no familial relationships with any executive officer or director of The Marquie Group, Inc., and there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired. |
In accordance with Item 9.01(a)(4) of Form 8-K, the Company will file audited abbreviated financial statements required by Item 9.01(a) of Form 8-K in an amendment to this Form 8-K no later than 71 calendar days from October 20, 2025.
| (b) | Pro Forma Financial Information. |
In accordance with Item 9.01(a)(4) of Form 8-K, the Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K in an amendment to this Form 8-K no later than 71 calendar days from October 20, 2025.
| (d) | Exhibits. |
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Exhibit No. |
Description | |
| 10.1 | Purchase Agreement between Marc and Jacquie Angell and GetGolf.com | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Marquie Group, Inc. | |||
| Date: October 29, 2025 | By: | /s/ Jeff Foster | |
| Name: | Jeff Foster | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT ("Agreement") is entered into as of September 18, 2025 by and between Marc Angell and Jacquie Angell (the "Seller(s)") and GetGolf.com, whose principal place of business is located at 7411 E 6th Ave., Suite 104, Scottsdale, AZ 8525l(the "Buyer"), concerning the sale and transfer of all Seller's interests in The Marquie Group, Inc. a public company organized under the laws of Florida (the "Company" or "TMGI").
I. Purchase of Shares and Consideration
1.1 Control Shares Sellers hereby agrees to sell, assign, and transfer to Buyer all of Seller's right, title, and ownership interest in the voting control block shares of TMGI, as detailed in Schedule A (the "Control Shares") attached hereto.
1.2 Purchase Price. The Purchase Price shall be $500,000, Five Hundred Thousand Dollars paid over 24 consecutive months beginning on the date of Closing as described below (the "Purchase Price"), as follows:
(i) Consulting Payment: Buyer shall pay Seller Marc Angell $10,000 per month for 24- months as a Consultant (the "Consulting Payment"), per the Consulting Agreement attached as Schedule B;
(ii) Note Payment: Buyer shall pay Seller Jacquie Angell $10,000 per month for 24- months as payment toward the Jacquie Angell Promissory Note attached as Schedule C (the "Note Payment"). The terms of the Jacquie Angell Promissory Note shall remain in full force and effect;
(iii) Closing Payment: Buyer shall pay Sellers $20,000 as a condition of Closing (as defined below in Paragraph 3), in addition to the payments noted above (the "Closing Payment").
1.3 Exclusion of Property. Sellers shall retain all rights, title, and interest in and to any trademarks, copyrights, domain names, software code, processes, music, equipment, and any other intellectual or tangible property developed or owned by Sellers relating to The Music of Your Life identified and attached as Schedule D (the "Excluded Assets").
1.4 Buyer's Assets. Buyer hereby agrees to assign, and transfer to TMGI all rights, title, and interest in, including majority ownership interest in various golf related assets: "Stand By Golf', "Mountain Brook Golf', and "Apache Creek", as detailed in Schedule E attached hereto (the "Buyer's Assets").
2. Assumed Obligations
2.1 Service Provider Balance. Seller represents that the Company owes approximately $44,400 in total to service providers, plus an ongoing monthly commitment of $5,802, not including consulting agreement, as itemized in Schedule F (the "Service Provider Balance"). Seller warrants this amount is an accurate estimate as of the date of signing this agreement.
2.2 Assumption of Liabilities. Buyer, through the Company, agrees to assume all debts of the Company as listed in the May 31, 2025 10-K filing. Buyer's assumption of such liabilities is made solely in his capacity as an officer and/or director of TMGI, and Buyer shall have no personal liability, obligation, or responsibility for any corporate debts, liabilities, or obligations of TMGI, whether arising before, on, or after Closing.
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2.3 Due Diligence Period. Buyer shall have 4 days from the signing this agreement to conduct due diligence. If material undisclosed liabilities are discovered, Buyer may terminate this Agreement with no penalty, and such termination shall not result in any personal liability or obligation on the part of Buyer for any corporate obligations discovered during due diligence.
2.4 Prepayment of Monthly Obligations. Buyer may prepay any and all monthly obligations in this Agreement without prepayment penalty.
3. Closing
3.1 Conditions Precedent to Closing. This Agreement shall be deemed completed when all of the following have occurred (the "Closing"), and shall occur 4-days from the signing of this Agreement (the "Closing Date".)
3.2 Seller Conditions. Seller's obligations are conditioned upon:
(a) Transfer of Company bank account at US Bank;
(b) Transfer of Control Shares to Buyer;
(e) Introduce Buyer to service providers as new CEO.
3.3 Buyer Conditions. Buyer's obligations are conditioned upon:
(a) Closing Payment noted in Section 1.2 (iii);
(b) Assignment of Assets to TMGI as listed in Schedule E;
(c) Payment of outstanding Service Provider balances as noted in Schedule F;
(d) Assumption of Service Provider Monthly Budget as noted in Schedule G.
4. Representations and Warranties
4.1 By Seller. Seller represents and warrants and covenants to Buyer that:
(a) All shares being transferred are owned by Seller and free of liens;
(c) All material liabilities and obligations of TMGI are fully disclosed;
(d) No additional material liabilities of the Company exist other than those disclosed;
(e) TMGI is in good standing with all regulatory authorities;
(f) No pending or threatened litigation against TMGI.
4.2 By Buyer. Buyer represents and warrants:
(a) Buyer has the authority and capacity to execute and perform this Agreement;
(b) Buyer intends to continue operating TMGI in compliance with applicable laws and regulations;
(c) Buyer has sufficient resources to operate TMGI post-Closing and meet the financials obligations listed herein.
4.3 Survival All representations and warranties shall survive Closing for 24 months.
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5. Covenants
5.1 Mutual Non-Disparagement. Each party agrees not to make any public or private statements that disparage the other party, their affiliates, or their performance, actions, or decisions related to TMGI.
5.2 Non-Compete. Seller agrees not to compete with TMGI's business for 36 months post-Closing within TMGI's current markets and customer base.
6. Default and Remedies
6.1 Default. Buyer is in default if (a) the Note Payment is 30-days past due or; (b) the Consulting Payment is 30 days past due (the "Default").
6.2 Consulting Default. If Buyer fails to pay the Consulting Payment when due, a 50% penalty will be applied to the unpaid amount. For example, if a $10,000 payment is missed, the amount owed will increase to $15,000.
6.3 Note Default. If Buyer fails to pay the Note Payment when due, a 50% penalty will be applied to the unpaid amount. For example, if a $10,000 payment is missed, the amount owed will increase to $15,000.
6.4 Remedy. If Buyer remains in Default for 90-days, Seller may instruct the Transfer Agent, via the irrevocable Power of Attorney included in Schedule H to re-issue the Control Shares to Seller. Buyer irrevocably consents to such transfer.
6.5 Forfeiture. Buyer forfeits any consideration previously paid under Paragraph 1.2 (i), (ii), or (iii) upon default.
7. Indemnification
7.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless both Buyer personally and TMGI corporately from any losses arising from:
| • | Undisclosed liabilities or obligations; | |
| • | Breach of Seller's representations and warranties; | |
| • | Any regulatory violations or penalties from pre-Closing period. |
7.2 Indemnification by Buyer. Buyer shall indemnify Seller for losses caused by Buyer breach or post-Closing acts.
7.3 Corporate Veil Protection. The parties acknowledge and agree that Buyer is acquiring control of TMGI as a corporate entity, and that the corporate veil shall remain intact.
8. Regulatory Compliance and Recordkeeping
8.1 Filings. The parties shall cooperate on SEC, FINRA, and OTC Markets filings, including Forms 3, 4, and control disclosures within required timeframes.
8.2 Books and Records. Buyer shall update stock ledger and Transfer-Agent records within 30 business days after Closing.
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8.3 Public Disclosure. The Company shall issue a press release or file an 8-K, if applicable, within two business days following Closing.
9. Miscellaneous
9.1 Entire Agreement. This Agreement, including Schedules A-H, constitutes the entire agreement and supersedes all prior understandings.
9.2 Governing Law; Venue. Florida law, without regard to conflict-of-laws principles, governs. Any dispute shall be resolved by binding arbitration in Miami-Dade County, Florida.
9.3 Amendments. Any amendment must be in a writing executed by Seller and Buyer.
9.4 Severability. If any provision is invalid, the remainder shall continue in full force.
9.5 Counterparts; E-Signature. This Agreement may be executed in counterparts, each an original, including via electronic signature, together one instrument.
9.6 Expenses. Each party bears its own expenses unless otherwise stated.
9.7 Notices. All notices must be in writing and deemed given upon (a) personal delivery, (b) email with confirmation, or (c) certified mail, return receipt requested, to the addresses set forth below or as updated by notice.
9.8 Dispute Resolution. Any disputes shall be resolved through binding arbitration in conducted remotely or in a mutually agreeable location. The costs of arbitration shall be borne equally by the parties, and each party shall bear their own attorney's fees, unless otherwise awarded by the arbitrator.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
_________________________
Marc Angell (Seller)
Date: _____________________
_________________________
Jacquie Angell (Seller)
Date: _____________________
For GetGolf.com
_________________________
Jeff Foster (Buyer)
Date: _____________________
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Schedule A - Control Shares
| Class | Shares | Holder | Description |
| Series A Preferred | 200 | Marc Angell | "Control Shares" carry majority voting rights |
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Schedule B - CONSULTING AGREEMENT
Seller shall enter into a consulting agreement with the Company for a term of 12 months commencing upon Closing with monthly compensation of $10,000 to be paid on the first of every month (the "Consulting Payment(s)").
Duties. Seller agrees to:
| • | Be responsive to Buyer and future TMGI team members; |
| • | Assist in handover to service providers; |
| • | Publicly support and communicate the transfer of control from Seller to Buyer in a positive, ongoing manner; |
| • | Provide approximately 20 hours per month of consulting services; |
| • | Not compete with TMGI for 3-years after Closing. |
Performance Standards. Consulting Payments are contingent upon the Consultant's performance of duties in accordance with this Agreement. Company may only withhold Consulting Payments in the event of a material breach, as documented by written notice. Seller shall have 30 days to cure any alleged breach, and Consulting Payment obligations shall continue during the cure period. Disputes shall be resolved via arbitration prior to any termination or penalty. The Consultant shall have thirty (30) calendar days from the date of such notice to cure the breach to the Company's reasonable satisfaction.
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Schedule C - JACQUIE ANGELL PROMISSORY NOTE
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Schedule D - Excluded Assets
Music of Your Life Trademarks, Equipment, and Music. List provided upon request.
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Schedule E-BUYER'S ASSETS
| 1. | Mountain Brook Golf Club | |
| 2. | Apache Creek | |
| 3. | Stand-by-Golf |
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Schedule F - Service-Provider Balance
| Provider | Amount |
| Jeff Turner - Lawyer | 25,000 |
| Chene Gardner - Accountant | 9,500 |
| Pacific Stock Transfer(!) | 1,947 |
| John Thomas | 8,000 |
(1) On September 1, 2025, we entered into a three-year agreement with Pacific Stock Transfer which amortizes our past due invoices over 36 months, while adding the cost of monthly DWAC service, for a monthly total of $1,947.35. Balance represents monthly payment beginning in October.
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Schedule G - Service-Provider Monthly Budget
| Name | Monthly | Notes | ||||
| Pacific Stock Transfer | $ | 1,947.35 | Due Monthly | |||
| Chene Gardner - Accountant | 1,375.00 | 12 Month Amortization | ||||
| LAO Professionals - Auditor | 1,333.00 | 12 Month Amortization | ||||
| Globe Newswire | 646.85 | Monthly Average | ||||
| Global One - Edgar | 500.00 | Monthly Average | ||||
| $ | 5,802.20 | |||||
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Schedule H - Irrevocable Power of Attorney ("POA'')
KNOW ALL PERSONS BY THESE PRESENTS:
That I, GetGolf.com ("Buyer"), hereby irrevocably appoint Marc Angell ("Seller") as my lawful attorney-in-fact, with full authority and power, to perform the following specific act:
To instruct Pacific Stock Transfer, the Transfer Agent for The Marquie Group, Inc. ("TMGI"), to re-issue to Seller, Marc Angell, the "Control Shares" as described in Schedule A of the Purchase Agreement entered into by and between Buyer and Seller, dated September 18, 2025 (the "Agreement"), upon the occurrence of an uncured default by Buyer, as defined in Section 8.4 of the Agreement.
This Power of Attorney is coupled with an interest and is irrevocable by the Buyer and shall survive and remain effective until the full satisfaction of all obligations under the Agreement, including without limitation the full payment of the Jacquie Angell Note and any outstanding Consulting Payment due pursuant to Section 1.2 (i) of the Agreement.
Buyer hereby irrevocably consents to, ratifies, and confirms any action taken by Seller under this Power of Attorney and agrees to indemnify and hold harmless Seller and the Transfer Agent from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or resulting from Seller's lawful execution of powers granted herein.
IN WITNESS WHEREOF, this Irrevocable Power of Attorney is executed as of the ____ day of September 2025.
GetGolf.com (Buyer)
State of )
County of _______) ss.
Subscribed and sworn to (or affirmed) before me on this ______ day of September 2025, by
GetGolf.com, proved to me on the basis of satisfactory evidence to be the person who appeared before me.
Notary Public
My commission expires: _______________ _______
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