S-1/A: The Marquie Group Files S-1/A for Resale of 5 Billion Common Shares

The Marquie Group, Inc. has filed an S-1/A registration statement to allow a selling stockholder to offer up to 5,000,000,000 shares of common stock.

Summary

• The Marquie Group, Inc. has filed a Form S-1/A registration statement with the SEC to register 5,000,000,000 shares of its 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, but may receive up to approximately $794,430.00 in gross proceeds upon the cash exercise of warrants by the Selling Stockholder.
• The company intends to use such proceeds, if and when received, for general working capital.
• The selling stockholder, Quick Capital LLC, is not an affiliate of the company.
• 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 20, 2024.
• The company's auditors have expressed substantial doubt about its ability to continue as a going concern, estimating a need for $1,000,000 in capital to continue operations for the next twelve months.
• The company plans to raise capital through sales of multi-media and entertainment related products and services, borrowings, and private placements of its common stock.
• The company is subject to the information requirements of the Securities Exchange Act of 1934 and files quarterly and annual reports with the SEC.

Sentiment

Score: 3

Explanation: The document highlights significant financial challenges, including going concern doubts and accumulated losses, overshadowing any potential positives. The reliance on future capital raises adds to the uncertainty.

Positives

• The company has access to a syndicated radio network, Music of Your Life, for marketing its products.
• The company has an existing product line of health and beauty products under the Whim brand.
• The company has plans to develop new and innovative products under the Whim brand.
• The company has secured exclusive license agreements with the right of first refusal to acquire additional 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 unprofitably.
• The company is highly dependent on a few key contracts.
• The company does not presently have a traditional credit facility with a financial institution.
• The company's common stock is subject to the penny stock rules of the SEC and the trading market in its securities is limited.

Risks

• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company's continued operations are highly dependent upon its ability to increase revenues, decrease operating costs, and complete equity and/or debt financings.
• The company has not voluntarily implemented various corporate governance measures.
• The company's costs of complying with SEC reporting rules are disproportionately high relative to other larger companies.
• The company is highly dependent upon a few key contracts.
• The company does not presently have a traditional credit facility with a financial institution.
• Non-performance of suppliers on their sale commitments and customers on their purchase commitments could disrupt the company's business.
• If the company is unable to retain its sales staff, its business and results of operations could be harmed.
• 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.
• If the selling shareholder sells a large number of shares all at once or in blocks, the market price of the company's shares would most likely decline.
• The sale of the company's common stock under a separate Equity Financing Agreement may cause dilution, and the sale of the shares of common stock, or the perception that such sales may occur, could cause the price of the company's common stock to fall.
• The market price of the company's common stock may fluctuate significantly.
• The company's common stock is subject to the penny stock rules of the SEC and the trading market in its securities is limited.
• Because the company does not intend to pay any cash dividends on its common stock, its stockholders will not be able to receive a return on their shares unless they sell them.

Future Outlook

The company expects to continue exploring relationships with product manufacturers and developing new products under the Whim brand to sell through its radio network and websites.

Industry Context

The company operates in the competitive radio broadcasting and health and beauty product industries, facing competition from both large multinational corporations and smaller specialized firms.

Comparison to Industry Standards

• The company's direct-to-consumer model differs from traditional syndicated programming services that rely on advertising agencies.
• Unlike competitors who use advertising agencies, The Marquie Group aims to partner directly with companies offering goods and services, potentially increasing profits per sale.
• The company's approach contrasts with larger competitors who may have greater reach but also higher overhead costs.

Related Party Transactions

• A majority of the shares issued in the merger with The Marquie Group, Inc., a Utah corporation, were issued to Marc and Jacquie Angell, affiliates of the company.
• All of the shares issued in the acquisition of 25% of Simply Whim, Inc. were issued to Jacquie Angell, the spouse of the company's CEO Marc Angell.

Stakeholder Impact

• Existing stockholders will experience dilution as a result of the potential issuance of shares.
• The company's ability to continue as a going concern impacts all stakeholders, including employees, customers, and creditors.

Next Steps

• The company plans to continue exploring relationships with product manufacturers.
• The company plans to continue developing new and innovative products under the Whim brand.
• The company intends to acquire a controlling interest in Simply Whim in the coming fiscal year.

Key Dates

Keywords

common stock, registration statement, selling stockholder, going concern, convertible notes, warrants, equity financing, TMGI, Marquie Group, Music of Your Life, Simply Whim, health and beauty, radio network