Transglobal Management Group, Inc S-1/A, filed Jan 8, 2025
Transglobal Management Group, Inc. (TMGI)
As filed with the
Securities and Exchange Commission on
Registration No. 333-282485
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| 4461 | ||||
| (Incorporation or | (Primary Standard Industrial | (I.R.S. Employer | ||
| organization) | Classification Code Number) | Identification Number) |
(Name, address, telephone number of agent for service)
Marc Angell
Chief Executive Officer
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
(800) 351-3021
(Address and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)
Communication Copies to
Jeff Turner
JDT Legal
7533 S Center View Ct, #4291
West Jordan, UT 84084
Telephone: (801) 810-4465
Facsimile: (888) 920-1297
Email: jeff@jdt-legal.com
Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging Growth Company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates, as may be necessary to delay its effective date until the registrant shall file a further amendment, which specifically states that this registration statement shall thereafter become effective in accordance with Act 1, Section 8A of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities Exchange Commission, acting pursuant to Section 8A, may determine.
The information in this prospectus is not complete and may be changed without notice. The Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither the Registrant nor the Selling Security Holders are soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.
EXPLANATORY NOTE
This Amendment No. 5 (this “Amendment”) to the Registration Statement on Form S-1 of The Marquie Group, Inc. (File No. 333-282485) (the “Registration Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibit. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
INDEX TO EXHIBITS
| II-1 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Marquie Group, Inc. | |||||
| Date: | January 8, 2025 | By: | /s/ Marc Angell | ||
| Name: | Marc Angell | ||||
| Title: | Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Marc Angell | Chief Executive Officer, Director | January 8, 2025 | ||
| Marc Angell | (Principal Executive Officer) | |||
| /s/ Marc Angell | Principal Financial Officer and | January 8, 2025 | ||
| Marc Angell | Principal Accounting Officer |
| II-2 |
Exhibit 5.1
January 7, 2025
The Marquie Group, Inc.
7901 4th Street North
Suite 4887
St. Petersburg, FL 33702
| Re: | Registration Statement on Form S-1 for The Marquie Group, Inc. |
Ladies and Gentlemen:
We have acted as counsel to The Marquie Group, Inc., a Florida corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering the registration of up to 1,250,000,000 shares of the Company’s common stock, par value $0.0001, (the “Shares”).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s Articles of Incorporation, as amended, and Bylaws, each as currently in effect, (c) the forms of the Company’s Articles of Incorporation and Bylaws filed as Exhibits 3.1 and 3.3, to the Registration Statement, respectively, each of which is to be in effect upon the effectiveness of the offering contemplated by the Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Shares will be sold at the fixed price set forth in the Registration Statement.
In connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents. In addition, we have assumed that at the time of the issuance and sale of the Shares: (i) the Company has not amended its certificate of incorporation or bylaws, (ii) the board of directors of the Company and any committee thereof has not taken any action to amend, rescind or otherwise reduce its prior authorization of the issuance of the Shares, (iii) the Registration Statement becomes and remains effective, and the prospectus which is a part of the Registration Statement, and the prospectus delivery requirements with respect thereto, fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion, (iv) the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto, and (v) all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof.
| 1 |
Our opinion is expressed only with respect to the General Corporation Law of the State of Florida. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or legal conclusion or other matters in this letter.
Sincerely,
/s/ JDT Legal
| 2 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and Board of Directors of The Marquie Group, Inc.
We consent to the inclusion in the Form S-1/A Registration Statement under the Securities Act of 1933 of The Marquie Group, Inc. of our report dated September 3rd, 2024, of the consolidated balance sheet and the related consolidated statements of operations, consolidated stockholders’ equity, and cashflows for the years ended May 31, 2024, and 2023.
/S/ Olayinka Oyebola
OLAYINKA OYEBOLA & CO
Chartered Accountant
PCAOB No:5968
Lagos, Nigeria
January 7, 2025