S-1/A: The Marquie Group Files S-1/A Registration 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 for resale.

Summary

• The Marquie Group, Inc. has filed 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, except potentially up to $794,430.00 if warrants are exercised.
• The company intends to use any proceeds from warrant exercises for general working capital.
• The selling stockholder is not a broker-dealer or an affiliate of a broker-dealer.
• The company's common stock is traded on the OTC 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 over the next twelve months.
• The company plans to raise capital through sales of products and services, borrowings, and private placements of common stock.
• The company is subject to risks, including competition, availability of wholesale goods, and reliance on key management.
• The company has entered into agreements with Quick Capital, LLC, involving convertible notes and warrants to purchase shares of common stock.
• The company acquired 25% of Simply Whim, LLC, a skincare company, in September 2022.
• The company markets its products through its wholly-owned subsidiary Music of Your Life, a syndicated radio network.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with a going concern warning and reliance on future capital raises. While there are some positive aspects like the radio network and product pipeline, the overall sentiment is negative due to the financial instability and high risks.

Positives

• The company has access to a syndicated radio network through its subsidiary Music of Your Life.
• The company has a direct-to-consumer sales and marketing model.
• The company has an exclusive pipeline of innovative health and beauty products.
• The company has potential to receive proceeds from warrant exercises.

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 have a traditional credit facility with a financial institution.
• The company's common stock is subject to the penny stock rules of the SEC.
• The company has limited the liability of its board of directors and management.

Risks

• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company faces intense competition in the health and beauty product industry and multi-media entertainment.
• The company's ability to obtain additional capital to finance the expansion of its business is uncertain.
• The company relies heavily on management, particularly Marc Angell, its Chief Executive Officer.
• The company's shareholders will experience dilution as a result of the Equity Financing Agreement.
• The company's common stock price is volatile.
• The company's common stock is subject to the penny stock rules of the SEC.
• The company may acquire businesses and enter into joint ventures that will expose it to increased operating risks.
• Current and future litigation could adversely affect the company.

Future Outlook

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

Industry Context

The document notes that the company faces intense competition in the radio industry and the health and beauty product industry. The company is attempting to differentiate itself through a direct-to-consumer model and a focus on innovative products.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or comparable companies.
• It mentions that the company's costs of complying with SEC reporting rules are disproportionately high relative to other larger companies.

Related Party Transactions

• On August 16, 2018, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company.
• On September 20, 2022, all of the SIMPLYWHIM Common Stock was 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 sale of shares by the selling stockholder.
• The company's ability to continue as a going concern is dependent on its ability to secure additional financing.
• The company's reliance on key management poses a risk to stakeholders.

Next Steps

• The selling stockholder may, from time to time, sell any or all of their shares of common stock on the OTC Pink or other market or trading platform on which our shares are traded or quoted or in private transactions.
• The company will continue to explore relationships with product manufacturers for the rights to sell their products directly, circumventing the traditional advertising agency approach, and by developing new and innovative products under the Whim brand.

Key Dates

Keywords

common stock, resale, registration statement, The Marquie Group, Simply Whim, Music of Your Life, convertible notes, warrants, going concern, OTC market, TMGI, capital, financing, health and beauty, radio network