Transglobal Management Group, Inc. (TMGI)

Transglobal Management Group, Inc. operates in the golf industry, having shifted its primary focus to this sector following the acquisition of GetGolf, LLC in October 2025. The U.S. golf industry generates more than $95 billion in annual revenues, according to published industry sources, and a substantial majority of tee-time reservations and related travel bookings are made online. The industry is highly competitive and rapidly evolving, encompassing large-scale golf booking platforms, course management systems, golf lifestyle content providers, regional and local golf course operators with their own promotional channels, emerging technology companies offering real-time tee-time scheduling, and companies pursuing AI-driven analysis of player behavior and course utilization. The golf industry continues to experience elevated participation following the post-COVID boom, with rising recreational play and increased demand for golf travel, while golf technology platforms are expanding quickly.

The Company's competitive positioning is centered on its vertically integrated model, which combines proprietary technology through the Stand By Golf platform with consumer brands and technology-enabled revenue streams. Unlike pure-play software competitors, this strategy integrates proprietary technology, offering strategic advantages in data collection, pricing optimization, and customer engagement, while also positioning the Company as a competitor in the golf technology and digital-marketplace segments. The Company faces meaningful risk from better-capitalized competitors that may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before the Company can fully commercialize, scale, or defensively position its golf-related assets. Stand By Golf has operated for more than 36 years across three established golf markets: Palm Springs, California; Phoenix/Scottsdale, Arizona; and Las Vegas, Nevada, offering access to discounted tee times representing savings of approximately 20% to 60% compared with posted rates, with reservations available both same-day and up to 90 days in advance.

The Company generates revenue through golf course bookings and cart rentals through the Stand By Golf platform, which constituted the majority of revenues, and partly from advertising spot sales on its syndicated radio network. Revenue recognition follows a wholesale model where the Company charges customers rates above agreed wholesale rates with golf courses, and the difference is recorded as revenue. The business model is designed to support subscription, transaction, advertising, and marketing revenue without requiring ownership of physical golf courses, though the platforms have not generated material revenue to date. The Company operates with a lean cost structure, using third-party vendors and partners for technology, distribution, and specialized services, and accesses growth capital through equity lines, private placements, and other financing mechanisms until operations can support themselves from recurring revenues.

The Company's primary product is the Stand By Golf platform, a proprietary, cloud-based golf reservation, yield-management, and operations platform designed to optimize golf course utilization, monetize unused tee times, and enhance golfer engagement. Key components include a Dynamic Tee-Time Reservation Engine allowing real-time booking with yield-optimized pricing based on demand, weather, off-peak windows, and last-minute inventory; a Revenue Optimization & Standby Pricing Model enabling distressed inventory monetization through algorithmic discounting without eroding premium brand pricing; Course Operations & Capacity Management tools for managing availability, pace-of-play intervals, staffing needs, and daily revenue forecasting; a Golfer Account & Loyalty Ecosystem with customer profiles, repeat-play rewards, membership integration, promotional offers, and data-driven marketing tools; Enterprise Integration Capabilities designed to integrate with point-of-sale systems, access control, payment processing, CRM, and future tokenized loyalty platforms; and Scalable Licensing & White-Label Potential structured for SaaS licensing to third-party golf operators, white-label implementations for resort chains, and enterprise B2B partnerships with golf management companies.

The GETGOLF platform is designed as an integrated online platform for golfers and golf-course operators, intended to enable users to search for and purchase golf-related offerings in real time through a proprietary search engine. If fully implemented, GETGOLF.com is intended to allow golfers to access available tee times from participating courses, access listings for golf courses throughout the United States, participate in a loyalty program designed to encourage repeat use, use loyalty credits across eligible offerings, earn rewards based on eligible golf purchases redeemable as site credits or gift cards, and book eligible tee times without a booking fee. Traveling golfers would be able to arrange components of a golf trip including tee times, hotels, resorts and home rentals, airfare, and car rentals, while local golfers would be able to book golf while taking advantage of a loyalty program, enter scores for handicap tracking in conjunction with local golf associations, and participate in Access Global™ if a member of a golf association. GETGOLF is a development stage product which requires additional capital to deploy.

In October 2025, the Company acquired GetGolf, LLC through a Purchase Agreement dated October 20, 2025, under which GetGolf agreed to acquire from Marc Angell and Jacquie Angell, for an aggregate purchase price of $500,000 payable over 12 months, the sale of 200 Series A Preferred shares of TMGI having 80% of the total voting power of all classes of voting stock, a promissory note issued by the Company in the name of Jacquie Angell in the principal amount of $2,000,000, and the return to treasury of 666,700 shares held by the Angell Family Trust. The transaction is accounted for as a reverse merger, with GetGolf deemed the accounting acquirer. The Company also entered into an agreement involving the proposed acquisition of Apache Creek Golf Club and paid a deposit, but the transaction did not close, the deposit was forfeited, and the Company recorded a loss on earnest money deposit of $200,000. During the fiscal year, the Company issued 1,000,000 shares of common stock and made payments for the GetGolf purchase agreement, and recorded a common stock payable of $100,000 for subscription.

The Company generated revenues of $990,084 for the year ended May 31, 2026, compared to $11,040 for the year ended May 31, 2025, with gross profit of $292,573 versus $11,040. The Company recorded a net loss of $5,829,465 for the year ended May 31, 2026, compared to a net loss of $948,452 for the prior year, with basic and diluted net loss per common share of $(0.69) versus $(0.24). The Company had an accumulated deficit at May 31, 2026 of $21,641,402 and cash and cash equivalents of $165,532, and is currently experiencing a substantial shortfall in operating capital which raises doubt about its ability to continue as a going concern.

The Company anticipates incurring additional losses during the coming year, and management expects that salaries and consulting expenses will continue to increase as personnel are added to build golf-related businesses. Professional fees are anticipated to increase in future periods as the Company acquires golf courses and scales up operations, and SG&A expenses are expected to increase commensurate with an increase in operations. The Company expects that under the leadership of its new Board and management team, it will explore ways to expand current golf assets and pursue new opportunities in the expanding industry, including the development and deployment of the GETGOLF platform, identifying and acquiring cash-flow-producing golf course properties, and expansion of Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments.

A primary growth vector is the expansion of the Stand By Golf network into a nationwide system, leveraging the platform's long operating history, loyal and growing customer base, and well-established presence in highly desirable golf markets. The Company sees meaningful opportunities to enhance margins and expand reach through operational efficiencies, technology integration, and targeted marketing initiatives. The platform is structured for scalable licensing and white-label potential, including SaaS licensing to third-party golf operators, white-label implementations for resort chains, and enterprise B2B partnerships with golf management companies, with the goal of building a scalable digital infrastructure layer that could support subscription, transaction, advertising, and marketing revenue without requiring ownership of physical golf courses.

Another growth vector is the development and deployment of the GETGOLF platform, which is intended to serve as an integrated online platform for golfers and golf-course operators, enabling users to search for and purchase golf-related offerings in real time through a proprietary search engine. The platform is designed to support a scalable booking and customer-engagement platform, with features including access to available tee times, listings for golf courses throughout the United States, a loyalty program, and the ability to arrange components of a golf trip including tee times, hotels, resorts and home rentals, airfare, and car rentals. The Company also intends to pursue strategic technology acquisitions and commercial partnerships, licensing of the Stand By Golf platform to third-party operators, commercial relationships with golf-course operators, and future tokenized or digital loyalty systems.

The Company's margin and cost outlook is shaped by its lean cost structure, operating with third-party vendors and partners to provide technology, distribution, and specialized services. Cost of sales consist primarily of payments made to golf courses for bookings and reservations generated on the Stand By Golf platform, with gross profit representing the income retained by the Company for providing these services. Future cost of sales will also consist of the costs of merchandise and food & beverage sold at golf course pro shops. The Company expects that salaries and consulting expenses, professional fees, and SG&A expenses will increase as it adds personnel, acquires golf courses, and scales up operations.

The Company's operational outlook involves strengthening internal controls, governance, and reporting infrastructure under the leadership of its new Board and management team. The Company has no employees as of May 31, 2026, with Kelly Kirchhoff (Director and Chief Executive Officer) and Jeff Foster (Chairman of the Board and President) as the only executive officers and directors, and it engages outside accounting, bookkeeping, and legal professionals, outsourcing information technology services to a third-party vendor. Additional support staff and other personnel will be hired when there is adequate capital available, and the Company expects to continue to use consultants, contract labor, attorneys, accountants, and production personnel as necessary.

The Company's capital allocation strategy includes accessing growth capital through equity lines, private placements, and other financing mechanisms until operations are able to support themselves from recurring revenues. During the fiscal year ended May 31, 2026, the Company received proceeds from notes payable of $2,060,550, proceeds from standby equity agreement of $25,500, and proceeds from notes payable to related parties of $25,000, while making repayments of notes payable and accrued interest of $403,912 and repayments of notes payable to related parties of $152,992. The Company has not paid any cash dividends on its common stock since inception and does not anticipate paying cash dividends in the foreseeable future, expecting that any future earnings will be retained for use in developing and/or expanding the business.

A significant headwind is the Company's limited financial resources relative to many competitors, with a substantial shortfall in operating capital that raises doubt about its ability to continue as a going concern. The Company will likely require considerable amounts of financing to make any significant advancement in its business strategy, and there is presently no agreement in place that will guarantee financing, with no assurance that additional funds can be raised on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders, and lack of additional funds could cause the Company to substantially curtail or even cease operations.

The Company faces regulatory headwinds as its digital golf platforms are subject to evolving federal and state regulatory requirements, with new rules related to consumer privacy, cybersecurity, dynamic pricing, e-commerce, and online marketing potentially materially affecting operations, imposing additional costs, or requiring technology or operational changes. Future commercialization of the Stand By Golf platform, particularly if expanded into digital transactions, real-time booking, consumer data analytics, or multi-state commerce, may implicate data privacy laws, consumer protection rules, e-commerce regulations, potential licensing requirements for travel-related sales, cyber-security standards, and accessibility rules under the Americans with Disabilities Act (ADA) for web content. Regulatory changes could reduce the effectiveness of digital marketing campaigns or create added compliance obligations.

Management's message emphasizes the strategic shift to the golf industry following the GetGolf acquisition, with a focus on integrating the golf-related assets into a coherent strategic plan. The near-term priorities include development and deployment of the GETGOLF platform, identifying and acquiring cash-flow-producing golf course properties, expansion of Stand By Golf through third-party course licensing, enterprise partnerships, and white-label deployments, and strengthening internal controls, governance, and reporting infrastructure. Management anticipates incurring additional losses during the coming year and expects that salaries and consulting expenses, professional fees, and SG&A expenses will increase as the Company adds personnel, acquires golf courses, and scales up operations, while acknowledging the need to access growth capital through equity lines, private placements, and other financing mechanisms until operations can support themselves from recurring revenues.

Total revenues for the year ended May 31, 2026 were $990,084 ⁴, compared to $11,040 ⁵ for the year ended May 31, 2025. Net loss for the year ended May 31, 2026 was $5,829,465 ⁶, compared to a net loss of $948,452 ⁷ for the prior year. Basic and diluted net loss per common share was $(0.69) ⁸ for fiscal 2026 versus $(0.24) ⁹ for fiscal 2025, with weighted average shares outstanding of 8,461,694 ¹⁰ and 3,913,742 ¹¹, respectively. Gross profit was $292,573 ¹² for fiscal 2026 versus $11,040 ¹³ for fiscal 2025, with cost of revenues of $697,511 ¹⁴ and $0 ¹⁵, respectively. Loss from operations was $918,001 ¹⁶ for fiscal 2026 versus $151,872 ¹⁷ for fiscal 2025. The Company recorded a loss on markdown of investment of $3,700,000 ¹⁸, a gain on extinguishment of debt of $1,930,461 ¹⁹, expense from derivative liability of $163,492 ²⁰, and interest expense of $2,778,433 ²¹ including amortization of debt discounts of $924,813 ²² for fiscal 2026, compared to expense from derivative liability of $419,711 ²³ and interest expense of $376,869 ²⁴ for fiscal 2025. The Company also recorded a loss on earnest money deposit of $200,000 ²⁵ in fiscal 2026. Cash and cash equivalents were $165,532 ²⁶ at May 31, 2026, compared to $1,071 ²⁷ at May 31, 2025. Total assets were $2,743,929 ²⁸ at May 31, 2026 versus $6,258,966 ²⁹ at May 31, 2025, and total liabilities were $7,969,799 ³⁰ versus $5,762,299 ³¹. Stockholders' deficit was $5,225,870 ³² at May 31, 2026 versus stockholders' equity of $496,667 ³³ at May 31, 2025. The investment in acquisition was reduced from $6,200,000 ³⁴ to $2,500,000 ³⁵ due to the impairment charge. Revenues consisted of golf course bookings, etc. totaling $962,964 ³⁶ and advertising spot sales totaling $27,120 ³⁷. Net cash used by operating activities was $1,389,685 ³⁸ for fiscal 2026 versus $11,938 ³⁹ for fiscal 2025, and net cash provided by financing activities was $1,554,146 ⁴⁰ versus $13,009 ⁴¹.

The Company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $21,641,402 ¹ and a net loss of $5,829,465 ² for fiscal 2026, and minimal cash reserves of $165,532 ³. The Company will likely require considerable amounts of financing to make any significant advancement in its business strategy, and there is no agreement in place guaranteeing financing, with funds raised through future equity financing likely to be substantially dilutive to current shareholders. The Company's limited financial resources relative to better-capitalized competitors create a meaningful risk that competitors may move more quickly, secure larger customer bases, deploy more advanced technology, or establish stronger brand recognition before the Company can fully commercialize its golf-related assets. The Company's digital golf platforms are subject to evolving federal and state regulatory requirements, with new rules related to consumer privacy, cybersecurity, dynamic pricing, e-commerce, and online marketing potentially materially affecting operations and imposing additional costs. The Company's common stock constitutes penny stocks under the Exchange Act, which makes it more difficult for broker-dealers to sell the stock into a secondary market and for purchasers to liquidate their investments.