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

The Marquie Group, Inc. has filed an S-1/A registration statement for the resale of up to 1,250,000,000 shares of its common stock by a selling stockholder, aiming to raise capital for operations and product development.

Summary

• The Marquie Group, Inc. has filed a registration statement for the resale of up to 1,250,000,000 shares of its common stock.
• The shares are to be sold by a selling stockholder, MacRab LLC, who is not an affiliate of the company.
• The company will not receive any proceeds from the sale of these shares, but it does receive proceeds from the sale of securities pursuant to the Equity Commitment Agreement.
• The company has entered into a Standby Equity Commitment Agreement (SECA) with MacRab, where MacRab has agreed to purchase up to $1.5 million worth of the company's common stock.
• The purchase price of the shares will be equal to 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 immediately following the Clearing Date.
• The company cautions that although it is registering 1,250,000,000 shares, there is a minimum purchase price of $0.0001 under the Equity Commitment Agreement, and therefore a potential for a maximum of 15,000,000,000 shares that may be issued by the Company pursuant to the Equity Commitment Agreement.
• The company intends to use the net proceeds from the sale of shares to further develop its health and beauty product lines and marketing of the same through its internet radio service and for other general corporate purposes.
• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company expects to need approximately $1,000,000 in capital to continue as a going concern for the next twelve months from the date of this prospectus.
• The company 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.

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 plans for product development and marketing, the overall sentiment is negative due to the company's financial instability.

Positives

• The company has access to a Standby Equity Commitment Agreement for up to $1.5 million.
• The company intends to use the proceeds to develop its health and beauty product lines and marketing efforts.
• The company has a syndicated radio network to market its products.
• The company has an exclusive pipeline of innovative health and beauty products.

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 is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Risks

• The company's ability to continue as a going concern is uncertain.
• 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 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 our business.
• The company may acquire businesses and enter into joint ventures that will expose us to increased operating risks.
• The company faces intense competition.
• Current and future litigation could adversely affect us.
• The company has limited the liability of our board of directors and management.
• If the selling shareholder sells a large number of shares all at once or in blocks, the market price of our shares would most likely decline.
• The sale of our 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 our common stock to fall.
• The market price of our common stock may fluctuate significantly.
• Our common stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
• Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

Future Outlook

The company 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 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, which relies on advertising agencies.
• The company's approach cuts the cost of commissions to a third party resulting in higher profits per sale and affords the company greater flexibility.
• The company's competitors are numerous, ranging from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms.

Legal Proceedings

• The Company currently has no litigation pending, threatened or contemplated, or unsatisfied judgments

Related Party Transactions

• On March 4, 2016, the Board of Directors of Music of Your Life, Inc., a Florida corporation (the Company) issued all 200 previously authorized but unissued shares of Series A Preferred Stock (the Preferred Stock) to the Companys sole officer and director Marc Angell.
• On August 16, 2018 (the Closing Date the Company entered into a Merger Agreement (the Merger Agreement) by and among the Company, and The Marquie Group, Inc., a Utah corporation ('TMG'), pursuant to which the Company merged with TMG.
• On September 20, 2022, the Company entered into a Share Purchase Agreement (the SPA) to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (hereafter, SIMPLY WHIM), in exchange for 666,666,668 shares of common stock (the SIMPLYWHIM Common Stock) of the Company and a promissory note in the face amount of Two Million dollars ($2,000,000) (such transaction is hereafter referred to as the Exchange).

Stakeholder Impact

• The shares issuable from the Equity Financing Agreement will dilute the ownership interest and voting power of existing stockholders.
• The economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance.

Next Steps

• The Selling Stockholder may sell all or a portion of these common shares from time to time in market transactions to any market on which the common stock is then traded, in negotiated transactions or otherwise, and at prices, and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale.

Key Dates

Keywords

common stock, equity commitment agreement, registration statement, selling stockholder, Marquie Group, resale, shares, SECA, MacRab, TMGI