TMGI Marquie Group, Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2026, Transglobal Management Group, Inc.,
a Florida corporation (hereafter, the “Company”) entered into a Share Exchange Agreement (the “Agreement”) to
acquire all of the outstanding shares of Continuum Software Technologies, Inc., a Wyoming corporation (hereafter, “CSTI”),
in exchange for 50,645,000 shares of common stock (the “TMGI Common Stock”) of the Company (such transaction is hereafter
referred to as the “Acquisition”). CSTI possesses a cloud-based, all-in-one golf management software platform (the “CSTI
Platform”) built and designed from the suggestions of golf course operators themselves. The CSTI Platform can be offered to public
golf courses, municipalities, and multi-course operators. The CSTI Platform unifies tee sheet management, retail, food-and-beverage point-of-sale,
integrated payments, waitlist automation, marketing tools, identity verification, reporting, and a suite of modern hardware solutions.
TMGI’s Acquisition of CSTI and the CSTI Platform will allow TMGI to market this technology to large golf operators in the United
States. The Agreement is attached hereto as Exhibit 10.1.

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 20, 2026, the Company completed the Acquisition
as described in Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities

On March 20, 2026, the Company issued the TMGI Common
Stock to the shareholders of CSTI in connection with the Acquisition described in Item 1.01 above. Each of the shareholders of CSTI 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 TMGI Common Stock. No solicitation was
made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the
TMGI Common Stock in connection with the Acquisition was exempt from registration with the Securities and Exchange Commission pursuant
to Section 4(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1

Share Exchange Agreement between Transglobal Management Group, Inc. and Continuum Software Technologies, Inc. date March 20, 2026

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