S-1/A: The Marquie Group Files Amended S-1 Registration for Resale of 1.25 Billion Shares

The Marquie Group, Inc. has filed an amended S-1 registration statement for the potential resale of up to 1.25 billion shares of common stock by a selling stockholder, primarily related to an equity commitment agreement.

Summary

• The Marquie Group, Inc. has filed an amended S-1 registration statement to register up to 1,250,000,000 shares of common stock for resale by a selling stockholder.
• The company will not receive any proceeds from the sale of these shares by the selling stockholder.
• The shares are issuable pursuant to an Equity Commitment Agreement entered into on September 27, 2024, with the selling stockholder, MacRab LLC.
• The purchase price of the shares will be 80% of the average of the two lowest volume weighted average prices of the company's common stock on OTC Pink during the five trading days following the clearing date.
• The company cautions that the actual number of shares issued under the Equity Commitment Agreement could be substantially greater than the 1,250,000,000 shares being registered, potentially reaching a maximum of 15,000,000,000 shares due to a minimum purchase price of $0.0001.
• The company's common stock is traded on the over-the-counter market under the symbol TMGI, with a closing price of $0.0001 per share on September 27, 2024.
• The company's auditors have expressed substantial doubt about its ability to continue as a going concern, and it estimates needing approximately $1,000,000 in capital to continue operations for the next twelve months.
• The company intends to raise capital through sales of multi-media and entertainment products and services, borrowings, and private placements of common stock.
• The company's CEO, Marc Angell, has majority voting control through his ownership of Series A preferred stock, which effectively gives him 80% of the vote on all matters submitted to shareholders.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with a going concern warning, high dependence on external funding, and significant risks. While there are some positives like the Equity Commitment Agreement and existing assets, the overall outlook is negative from an investment perspective.

Positives

• The company has secured an Equity Commitment Agreement for potential funding.
• The company has a syndicated radio network, Music of Your Life, which can be used to market products.
• The company has a line of health and beauty products under the Whim brand.
• The company has a number of registered trademarks.

Negatives

• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company has a history of operating losses.
• The company is highly dependent on a few key contracts and customers.
• The company does not have a traditional credit facility.
• The company's common stock is subject to penny stock rules.
• The company has limited corporate governance measures.
• The company is highly dependent on its CEO, Marc Angell.
• The company faces intense competition in its markets.
• The company has limited cash reserves.
• The company has a significant accumulated deficit.

Risks

• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company has not voluntarily implemented various corporate governance measures.
• The company's costs of complying with SEC reporting rules are disproportionately high.
• The company is highly dependent upon a few key contracts.
• The company does not have a traditional credit facility.
• Non-performance of suppliers or customers could disrupt the business.
• The company is highly dependent on its CEO, Marc Angell.
• The company may acquire businesses and enter into joint ventures that will expose it to increased operating risks.
• The company faces intense competition.
• Current and future litigation could adversely affect the company.
• The company has limited the liability of its board of directors and management.
• The company's auditor has been charged with violations by the Securities and Exchange Commission.
• The market price of the company's common stock may fluctuate significantly.
• The company's common stock is subject to penny stock rules.
• The company does not intend to pay any cash dividends.
• The sale of common stock under the Equity Financing Agreement may cause dilution.

Future Outlook

The company expects to need approximately $1,000,000 in capital to continue as a going concern for the next twelve months and intends to raise capital through sales of multi-media and entertainment related products and services, borrowings, and private placements of common stock.

Management Comments

• Marc Angell, our President and CEO, has the majority of the voting rights of holders of our capital stock through his ownership of all 200 of our Series A preferred stock.
• Effectively, the Series A shareholders are entitled to 80% of the vote on all matters submitted to shareholders for a vote.
• Accordingly, Mr. Angell will have voting control over all matters submitted to the holders of our common stock for approval, including the election of directors, amendments to our certificate of incorporation and major corporate transactions.

Industry Context

The company operates in the competitive health and beauty product industry and multi-media entertainment sector, facing competition from both large multinational corporations and smaller specialized firms. The company is attempting to differentiate itself through its direct-to-consumer model and its syndicated radio network.

Comparison to Industry Standards

• The company's financial results are significantly below industry standards for profitability and cash flow.
• Unlike larger competitors, the company lacks a traditional credit facility and relies heavily on equity financing.
• The company's reliance on a single individual for voting control is not typical of larger, more established companies.
• The company's auditor's going concern opinion is a significant deviation from industry norms for publicly traded companies.
• The company's lack of independent directors and corporate governance measures is not in line with best practices for public companies.
• The company's reliance on a few key contracts and customers is a significant risk not typically seen in larger, more diversified companies.
• The company's stock is subject to penny stock rules, which is not typical for companies with strong financial performance.

Related Party Transactions

• The company issued Series A Preferred Stock to its CEO, Marc Angell, giving him 80% voting control.
• The company issued shares of common stock to Marc and Jacquie Angell in connection with the merger with The Marquie Group, Inc.
• The company issued shares of common stock and a promissory note to Jacquie Angell in connection with the acquisition of 25% of Simply Whim, Inc.

Stakeholder Impact

• Shareholders face significant risks, including potential dilution and loss of investment.
• Employees may be impacted by the company's financial instability.
• Customers may be affected by the company's ability to deliver products and services.
• Suppliers may face risks due to the company's financial situation.
• Creditors face risks due to the company's high debt levels and going concern issues.

Next Steps

• The company intends to raise capital to fund its operations.
• The company will continue to develop its health and beauty product lines.
• The company will continue to market its products through its radio network.
• The company will explore relationships with product manufacturers for the rights to sell their products directly.
• The company will develop new and innovative products under the Whim brand.

Key Dates

Keywords

Equity Commitment Agreement, common stock, resale, OTC Pink, going concern, health and beauty products, radio network, Music of Your Life, Whim, Marc Angell