Transglobal Management Group, Inc S-1, filed Oct 21, 2022
Transglobal Management Group, Inc. (TMGI)
Securities Act File No. 333-208888
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
| ☒Registration Statement Under the Securities Act of 1933 | |||||
| ☒ | Pre-effective Amendment No. 2 | ||||
| ☐ | Post-effective Amendment No. | ||||
THE MARQUIE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
7901 4th Street North, Suite 4000
St. Petersburg, FL 33702-4305
(Address of Principal Executive Offices)
(800) 351-3021
(Registrant’s Telephone Number, Including Area Code)
Marc Angell, Chief Executive Officer
The Marquie Group, Inc.
7901 4th Street North, Suite 4000
St. Petersburg, FL 33702-4305
(Name and Address of Agent for Service)
Copies to:
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John D. Thomas, Esq. John D. Thomas, P.C. 11616 South State Street, Suite 1504 Draper, UT 84020 Telephone: (801) 816-2536 Facsimile: (801) 816-2599
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Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, 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 the 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 [ ] Non-Accelerated Filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
| Title of Securities Being Registered |
Amount Being Registered (1) |
Proposed Maximum Offering Price(2) |
Amount of Registration Fee (2) | |||||||||
| Common Stock ($0.0001 par value) | 75,000,000 | $ | 5,000,000 | $ | 50.00 | |||||||
| (1) | Represents the number of shares being registered for resale by the selling stockholder pursuant to an Standby Equity Commitment Agreement (the “Equity Financing Agreement”) that we entered into with MacRab (“Selling Stockholder”), The purchase price of the shares that may be sold to the Selling Stockholder under the Equity Financing Agreement will be equal to 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. |
| (2) | Calculated pursuant to Rule 457(c) based on the closing price of our common stock as reported on the OTC Pink on October 12, 2022. |
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 Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, October 14, 2022 |
Up to 75,000,000 Shares of Common Stock
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THE MARQUIE GROUP, INC. ________________________________________ | |
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This prospectus relates to the resale from time to time, of up to 75,000,000 shares of the common stock of The Marquie Group, Inc. (hereafter, “we” “us” “our”, “TMGI” or the “Company”) by the Selling Stockholder. We are not selling any shares of common stock in this offering. We, therefore, will not receive any proceeds from the sale of the shares by the selling stockholders. We will, however, receive proceeds from the sale of securities pursuant to our exercise of the put right under the Equity Financing Agreement. Any participating broker-dealers and, if the selling stockholder is an affiliate of any such broker-dealers, are “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed us that it is not a broker-dealer, is not an affiliate of a broker dealer, and does not have any agreement or understanding, directly or indirectly, with any person to distribute our common stock. Our common stock is traded on the over-the-counter market under the symbol “TMGI”. The closing price for our common stock on October 12, 2022 was $0.006 per share, as reported by the OTC Pink. The shares being registered herein are comprised of 75,000,000 shares of common stock that are issuable pursuant to the Equity Financing Agreement that we entered into with the Selling Stockholder on October 12, 2022. The purchase price of the shares that may be sold to the Selling Stockholder under the Equity Financing Agreement at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. Because the actual date and price per share for the Company’s put right under the Equity Financing Agreement is unknown, the actual purchase price for the shares is unknown. Accordingly, we caution readers that, although we are registering 75,000,000 shares, there is a minimum purchase price of $0.01 under the Equity Financing Agreement, therefore, the maximum amount of our shares that may be registered and issued by the Company pursuant to the Equity Financing Agreement may be substantially greater than the 75,000,000 being registered hereunder. See “Summary of Equity Financing Agreement” on page 29 for a more complete discussion of the Equity Financing Agreement and the terms by which we may issue additional shares of our common stock. Our auditors have expressed substantial doubt as to our ability to continue as a going concern. We expect that we will need approximately $600,000 in capital to continue as a going concern for the next twelve months from the date of this prospectus. We intend to raise capital to fund our operations through sales of multi-media and entertainment related products and services, borrowings, and private placements of our common stock.
An investment in our common stock is subject to many risks and an investment in our shares will also involve a high degree of risk. The shares issuable from the Equity Financing Agreement will dilute the ownership interest and voting power of existing stockholders. See “Risk Factors” on page 4 to read about factors you should consider before purchasing shares of our common stock. _______________________________________
Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the SEC. The selling stockholder may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is October 14, 2022
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You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholder is not offering to sell these securities in any jurisdiction where such offering or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
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FORWARD-LOOKING STATEMENTS AND PROJECTIONS
All statements contained in this prospectus that are not historical facts, including statements regarding anticipated activity, are “forward-looking statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties and are based on our beliefs and assumptions and information currently available to us. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “forecast,” “continue,” “strategy,” or “position” or the negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
| · | The level of competition in the health and beauty product industry and multi-media entertainment; |
| · | The availability of wholesale goods to fulfill product orders, and expand the product line; |
| · | Our ability to obtain additional capital to finance the expansion of our business, to maintain reporting requirements, to maintain adequate inventory, or to extend terms of credit to our customers; |
| · | Our reliance upon management and particularly Marc Angell, our Chief Executive Officer, to execute our business plan; |
| · | The willingness and ability of third parties to honor their contractual commitments; |
| · | The amount of dilution that our shareholders will experience as a result of the Equity Financing Agreement and the underlying shares that that may be sold from time to time pursuant thereto; |
| · | The volatility of our common stock price; and |
| · | The risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC. |
We caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this prospectus.
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This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “TMGI” and the “Company” refer to The Marquie Group, Inc. We refer in this prospectus to our executive officers and other members of our management team, collectively, as “Management.”
The Marquie Group, Inc. was incorporated on January 30, 2008, in the State of Florida, as Maximum Consulting, Inc. and shortly thereafter changed its name to ZhongSen International Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013 the Company acquired Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the acquisition, MYL Nevada became a wholly owned subsidiary of the Company, and the Company changed its name to Music of Your Life, Inc. effective July 26, 2013 operating as a syndicated radio network producing live concerts, television shows and radio programming. With the dramatic increase in music licensing fees and the decrease in traditional radio advertising formats, the Company found it difficult to achieve profitability with its Music of Your Life syndication radio service. In response to this, the Company began to explore partnering with products to be marketed through radio spots on the Company’s wide-reaching radio network. On August 16, 2018, the Company merged into The Marquie Group, Inc., a development stage health and beauty products company for the exclusive right to market and sell products under development, and subsequently changed its name to The Marquie Group, Inc.
On September 26, 2022, the Company acquired 25% of Simply Whim, LLC, a skincare company with a full line of health and beauty products under the “Whim” brand. As a result, the Company is now a direct-to-consumer sales and marketing company with its own line of innovative health and beauty products. The Company markets these products through its wholly owned subsidiary Music of Your Life, a syndicated radio network heard nationwide on AM, FM and HD terrestrial radio stations, and simulcast over the internet. This is made possible by 30 and 60 second commercials airing every hour which are targeted toward the Music of Your Life listening audience. Broadcasting more than 40 years, Music of Your Life is the longest running music radio format in syndication. Information regarding the Whim products, including the Whim store can be found at www.simplywhim.com. You can learn more about the Company at www.themarquiegroup.com. Our website, however, does not constitute a part of this prospectus.
We are governed by our sole officer and director Marc Angell. Our principal office is located at 7901 4th Street North, Suite 4000, St. Petersburg, FL 33702-4305. We have one full time employee and utilize the services of various contract personnel from time to time.
We are filing this prospectus in connection with shares of our common stock that may be offered and sold from time to time by the selling stockholders pursuant to the Equity Financing Agreement. the Selling Stockholder is offering for sale up to 75,000,000 shares of our common stock. The Selling Stockholder is not an affiliate of the Company. On October 12, 2022, we entered into the Standby Equity Commitment Agreement (the “Equity Financing Agreement”) with the Selling Stockholder, pursuant to which, the Selling Stockholder agreed to purchase from us up to $5 million worth of shares of our common stock from time to time as directed by the Company. Additionally, we entered into a Registration Rights Agreements (the “Registration Rights Agreements”) with the Selling Stockholder, pursuant to which we have filed with the U.S. Securities and Exchange Commission (the “SEC”) the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), the shares that may be issued to the Selling Stockholder under the Equity Financing Agreement.
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MacRab is considered an underwriter of The Marquie Group, Inc. The term “underwriter” means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors’ or sellers’ commission. As used in this paragraph the term “issuer” shall include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. In other words, an underwriter must make public disclosure similar to disclosure made by an issuer in the event of purchases and sales of securities.
We do not have the right to commence any sales to the Selling Stockholder under the Equity Financing Agreement until the SEC has declared effective the registration statement of which this prospectus forms a part. Thereafter, we may, from time to time and at our sole discretion, direct the Selling Stockholder to purchase shares of our common stock, but we would be unable to sell shares to them if such purchase would result in their respective beneficial ownership equaling more than 4.99% of the outstanding common stock of the Company. Except as described in this prospectus, there are no trading volume requirements or restrictions under the Equity Financing Agreement, and we will control the timing and amount of any sales of our common stock to the Selling Stockholder. We may at any time in our sole discretion terminate the Equity Financing Agreement without fee, penalty or cost upon one business day notice.
Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to the Selling Stockholder.
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file quarterly and annual reports, as well as other information with the Securities and Exchange Commission (“SEC”) under File No. 000-54163. Such reports and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the SEC throughout the United States. Information about the operation of the SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports and other information regarding us and other registrants that file electronic reports and information with the SEC.
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| Securities Offered |
The selling stockholder is offering up to 75,000,000 shares of our common stock for public and private resale.
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| Offering Price |
The selling stockholder will offer and sell its shares of common stock at a price of $0.006 per share as quoted on the OTC Pink as of October 12, 2022, at other prevailing prices, or at privately negotiated prices.
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| Shares Outstanding |
We are authorized to issue 50,000,000,000 shares of common stock, par value $0.0001 per share. As of the date of this prospectus, we have 756,612,000 shares of common stock issued and outstanding. We entered into the Equity Financing Agreement with the Selling Stockholder pursuant to which the Selling Stockholder has agreed to purchase up to $5 million worth of shares of our common stock from time to time. The Equity Financing Agreement shares are issuable from time to time, as the Company may direct, at a purchase price of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. For purposes of this prospectus, we have assumed a purchase price of $0.0036 and the initial registration of 75,000,000 shares of common stock issued pursuant to the Equity Financing Agreement to the selling stockholder. However, because the actual date and price per share for the Company’s put right under the Equity Financing Agreement is unknown, and there is a minimum purchase price of $0.01 under the Equity Financing Agreement, the actual purchase price for the shares is unknown. Accordingly, we caution readers that, although we are registering 75,000,000 shares, the maximum amount of our shares that may be registered and issued by the Company pursuant to the Equity Financing Agreement may be substantially greater than the 75,000,000 being registered hereunder. (see “Business – Summary of Equity Financing Agreement” on page 29).
We are also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001 per share. 200 shares of our preferred stock are designated Series A Preferred Stock and issued and outstanding at this time.
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Symbol for Our Common Stock |
TMGI.
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| Use of Proceeds |
We are not selling any shares of common stock in this offering. We, therefore, will not receive any proceeds from the sale of the shares by the selling stockholders. We will, however, receive proceeds from the sale of securities pursuant to our exercise of the put right under the Equity Financing Agreement.
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Distribution Arrangements
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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. These sales may be at fixed or negotiated prices. We will not be involved in any of the selling efforts of the selling stockholder.
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| Risk Factors | An investment in our common stock is subject to significant risks that you should carefully consider before investing in our common stock. For a further discussion of these risk factors, please see “Risk Factors” beginning on page 4. |
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Underwriter |
MacRab is considered an underwriter of The Marquie Group, Inc. An underwriter must make public disclosure similar to disclosure made by an issuer in the event of purchases and sales of securities. |
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An investment in our securities involves certain risks relating to our business and operations. You should carefully consider these risks, together with all of the other information included in this prospectus, before you decide whether to purchase shares of our Company. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline and you may lose all or part of your investment.
Risks Related to Our Business
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
Our audited financial statements for the fiscal years ended May 31, 2022 and 2021 were prepared assuming that we will continue our operations as a going concern. We do not, however, have a history of operating profitably. Consequently, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our continued operations are highly dependent upon our ability to increase revenues, decrease operating costs, and complete equity and/or debt financings. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We estimate that we will not be able to continue as a going concern after December 31, 2022 unless we are able to secure capital from one of these sources of financing. If we are unable to secure such financing, we may cease operations and investors in our common stock could lose all of their investment.
We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, and audit committee oversight. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
As a smaller public company, our costs of complying with SEC reporting rules are disproportionately high relative to other larger companies.
The Marquie Group, Inc. is considered a “reporting issuer” under the Securities Exchange Act of 1934, as amended. Therefore, we incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorney’s fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $200,000 per year. In proportion to our operations, these costs are far more significant than our publicly-traded competitors. Unless we are able to reduce these costs or increase our operating revenues, our costs to remain a reporting issuer will limit our ability to use our cash resources for other more productive uses that could provide returns to our shareholders.
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We are highly dependent upon a few key contracts, the termination of which would have a material adverse effect on our business and financial condition.
Although we intend to grow The Marquie Group, Inc. to become a larger health and beauty product, and broadcasting company, at present we have a small customer base and are highly dependent upon a few key customers. We are therefore highly dependent upon repeat orders from our existing customers while we generate sales to new customers. The loss of any of these customers until we have added new customers, would have a material adverse effect on our business and financial condition.
We do not presently have a traditional credit facility with a financial institution. This absence may adversely affect our operations.
To expand our business, we require access to capital and credit. We do not presently have a traditional credit facility with a financial institution. The absence of a traditional credit facility with a financial institution could adversely impact our operations. If we are unable to access lines of credit, we may be unable to produce health and beauty products to certain customers who would otherwise be willing to enter into purchase contracts with us. The loss of potential and existing customers because of an inability to finance the purchase of products and services would have a material adverse effect on our financial condition and results of operations.
Non-performance of suppliers on their sale commitments and customers on their purchase commitments could disrupt our business.
We enter into sales and purchase orders with customers and suppliers for products and services at fixed prices. To the extent either a customer or supplier fails to perform on their commitment, we may be required to sell or purchase other available products and services at prevailing market prices, which could be significantly different than the fixed price within the sale and purchase order and therefore significant differences in these prices could cause losses that would have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to retain our sales staff, our business and results of operations could be harmed.
Our ability to compete with other health, beauty and broadcasting companies, and develop our business is largely dependent on the services of Marc Angell, our Chief Executive Officer, and certain other third-party consultants and suppliers which assist him in securing sales of certain products and services. If we are unable to retain Mr. Angell’s services and to attract other qualified senior management and key personnel on terms satisfactory to us, our business will be adversely affected. We do not have key man life insurance covering the life of Mr. Angell and, even if we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a result of Mr. Angell’s death, disability, or other inability to perform services for us.
We may acquire businesses and enter into joint ventures that will expose us to increased operating risks.
As part of our growth strategy, we intend to acquire other health, beauty companies and other related service businesses in broadcasting. We cannot provide any assurance that we will find attractive acquisition candidates in the future, that we will be able to acquire such candidates on economically acceptable terms or that we will be able to finance acquisitions on economically acceptable terms. Even if we are able to acquire new businesses in the future, they could result in the incurrence of substantial additional indebtedness and other expenses or potentially dilutive issuances of equity securities and may affect the market price of our common stock or restrict our operations. We have also entered into joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that our relationships with our joint venture partners do not succeed in the manner that we anticipate.
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We face intense competition and, if we are not able to effectively compete in our markets, our revenues may decrease.
Competitive pressures in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in sales, either of which could result in decreased revenues and profits. Our competitors are numerous, ranging from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. Our business could be adversely affected because of increased competition from these companies, who may choose to increase their direct marketing or provide less advantageous price and credit terms to us than to our competitors.
Current and future litigation could adversely affect us.
Though we are currently not involved in any legal proceedings, from time to time we are involved in legal proceedings in our ordinary course of business. Lawsuits and other legal proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings can represent a drain on our cash resources, as well as an inordinate amount of our management’s time and addition. Moreover, an adverse ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.
We have limited the liability of our board of directors and management.
We have adopted provisions in our Articles of Incorporation which limit the liability of our directors and officers and have also adopted provisions in our bylaws which provide for indemnification by the Company of our officers and directors to the fullest extent permitted by Florida corporate law. Our articles of incorporation generally provides that our directors shall have no personal liability to the Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit our shareholders’ ability to hold directors liable for breaches of fiduciary duty.
In addition to provisions in our Articles of Incorporation and Bylaws, we have also entered into indemnification agreements with our directors and officers that provide a right of indemnification to the fullest extent permissible under Florida law. These charter, Bylaw, and contractual provisions may limit our shareholders’ ability to hold our directors and officers accountable for breaches of their duties, or otherwise discourage shareholders from enforcing their rights, either directly or derivatively, against our directors or officers.
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Risks Relating To This Offering and Our Common Stock
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 selling shareholder is offering up to 75,000,000 shares of our common stock through this prospectus. Should the selling stockholder decide to sell our shares at a price below the current market price at which they are quoted, such sales will cause that market price to decline. Moreover, we believe that the offer or sale of a large number of shares at any price may cause the market price to fall. A steep decline in the price of our common stock would adversely affect our ability to raise additional equity capital, and even if we were successful in raising such capital, the terms of such raise may be substantially dilutive to current shareholders.
The sale of our common stock to the Selling Stockholder may cause dilution, and the sale of the shares of common stock acquired by the Selling Stockholder, or the perception that such sales may occur, could cause the price of our common stock to fall.
On October 12, 2022, we entered into the Equity Financing Agreement with the Selling Stockholder. Pursuant to the Equity Financing Agreement, the Selling Stockholder has committed to purchase up to $5 million of our common stock. The shares that may be sold pursuant to the Equity Financing Agreement in the future may be sold by us to the Selling Stockholder at our discretion from time to time, commencing after the SEC has declared effective the registration statement that includes this prospectus. The per share purchase price for the shares that we may sell to the Selling Stockholder under the Equity Financing Agreement will fluctuate based on the price of our common stock, and will be equal to 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
MacRab is considered an underwriter of The Marquie Group, Inc. An underwriter must make public disclosure similar to disclosure made by an issuer in the event of purchases and sales of securities.
The Selling Stockholder will pay less than the then-prevailing market price for our common stock.
The common stock to be issued to the Selling Stockholder pursuant to the Equity Financing Agreement will be purchased at 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. The Selling Stockholder has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If the Selling Stockholder sells the shares, the price of our common stock could decrease. If our stock price decreases, the Selling Stockholder may have a further incentive to sell the shares of our common stock that they hold. These sales may have a further impact on our stock price.
The Company’s put right may convert into a greater number of shares than we have assumed in this prospectus.
We are registering 75,000,000 shares of our common stock for resale by the selling stockholder pursuant to the Equity Financing Agreement, but the actual number of shares we may end up issuing to the selling stockholder may be substantially higher. The purchase price represents 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. For purposes of this prospectus, we have assumed a purchase price of $0.0036, however, since the Equity Financing Agreement has a minimum purchase price of $0.01, even though this prospectus covers only 75,000,000 shares, we may be required to issue a much larger number of shares of our common stock if the trading price were to decrease substantially. In such a circumstance, our existing shareholders could suffer substantial dilution and we cannot guarantee that investors would not lose their entire investment.
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The market price of our common stock may fluctuate significantly.
The market price and marketability of shares of our common stock may be affected significantly by numerous factors, including some over which we have no control and which may not be directly related to us. These factors include the following:
| · | The lack of trading volume in our shares; |
| · | Price and volume fluctuations in the stock market from time to time, which often are unrelated to our operating performance; |
| · | Variations in our operating results; |
| · | Any shortfall in revenue or any increase in losses from expected levels; |
| · | Announcements of new initiatives, joint ventures, or commercial arrangements; and |
| · | General economic trends and other external factors. |
| · | If the trading price of our common stock falls significantly following completion of this offering, this may cause some of our shareholders to sell our shares, which would further adversely affect the trading market for, and liquidity of, our common stock. If we seek to raise capital through future equity financings, this volatility may adversely affect our ability to raise such equity capital |
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.
Under U.S. federal securities legislation, our common stock will constitute “penny stock”. A penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
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.
We have never paid a dividend and we intend to retain any future earnings to finance the development and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that stockholders will be able to sell shares when desired.
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As of the date of this prospectus, our shares of common stock are quoted on the OTC Pink. The selling stockholder may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices.
Based upon the terms of the Equity Financing Agreement as described on page 29 of this prospectus under “Summary of Equity Financing Agreement”, the following table illustrates the number and percentage of shares of our common stock held by the selling stockholder upon issuance of the shares that are covered by this prospectus:
|
Conversion at Assumed Price(1) | ||||||||||||||
|
Principal Amount |
Number of Shares Received(2) |
Pct. of Total Outstanding Shares(3) |
Pct. of Outstanding Shares Held by Non-Affiliates(4) | |||||||||||
| $ | 5,000,000 | 75,000,000 | 9.01 | % | 45.52 | % | ||||||||
| $ | 5,000,000 | 75,000,000 | 9.01 | % | 45.52 | % | ||||||||
| (1) | The terms of the Equity Financing Agreement provide for purchase of 90% of the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on OTC Pink during the six (6) Trading Days immediately following the Clearing Date. For purposes of this prospectus, we have assumed a 10% discount to $0.004. |
| (2) | Because the actual date and price per share for the Company’s put right under the Equity Financing Agreement is unknown, the actual purchase price is undetermined. Consequently, the number of shares actually issued from the Equity Financing Agreement may be substantially greater than the number being registered. |
| (3) | Based on 756,612,000 shares of our common stock issued and outstanding as of October 12, 2022, and assuming the issuance of 75,000,000 new shares of common stock to the selling stockholder. |
| (4) | Based on 756,612,000 shares of our common stock issued and outstanding as of October 12, 2022, and assuming the issuance of 75,000,000 new shares of common stock to the selling stockholder, but excluding shares held by executive officers, directors, and beneficial holders of more than 10% of our common stock equaling 666,859,618 shares. |
The selling stockholder may use any one or more of the following methods when selling shares:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits investors; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | to cover short sales made after the date that this registration statement is declared effective by the SEC; |
| · | broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; |
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| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling stockholder and any broker-dealers or agents that are involved in selling the shares are “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
We have advised the selling stockholder that it may not use shares registered on this registration statement to cover short sales of common stock made prior to the date on which this registration statement shall have been declared effective by the SEC. If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholder in connection with resales of its shares under this registration statement.
Penny Stock Rules
The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The shares offered by this prospectus constitute penny stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in The Marquie Group, Inc. will be subject to the penny stock rules.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.
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In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
Regulation M
During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M of the Securities Exchange Act of 1934. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.
Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling stockholder that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling stockholder of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.
This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds upon the sale of shares by the selling stockholders in this offering. However, we may receive gross proceeds of up to $5 million under the Equity Financing Agreement with the Selling Stockholder, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to the Selling Stockholder under those agreements. See “Plan of Distribution” elsewhere in this prospectus for more information.
We currently expect to use the net proceeds from the sale of shares to the Selling Stockholder under the Equity Financing Agreement to further develop our health and beauty product lines and marketing of the same through our internet radio service and for other general corporate purposes. We will have broad discretion in determining how we will allocate the proceeds from any sales to the Selling Stockholder.
Even if we sell $5 million worth of shares of our common stock to the Selling Stockholder pursuant to the Equity Financing Agreement, we will need to obtain additional financing in the future in order to fully fund all of our planned product and service-related research and development activities. Furthermore, it is likely that we will need to do further registration statements to fill the Selling Stockholder Equity Financing Agreement. We may seek additional capital in the private and/or public equity markets, pursue government contracts and grants as well as business development activities to continue our operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. We are evaluating additional equity financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that we can consummate such a transaction, or consummate a transaction at favorable pricing.
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DETERMINATION OF THE OFFERING PRICE
The selling stockholder will determine at what price it may sell the offered shares, and such sales may be made at prevailing market prices or at privately negotiated prices.
The following table sets forth the shares beneficially owned, as of October 12, 2022, by the selling stockholder prior to the offering contemplated by this prospectus, the number of shares the selling stockholder is offering by this prospectus and the number of shares it would own beneficially if all such offered shares are sold.
Beneficial ownership is determined in accordance with rules of attribution as promulgated by the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 756,612,000 shares of our common stock issued and outstanding as of October 12, 2022. The selling stockholder does not hold any options, warrants or other securities exercisable for or convertible into shares of our common stock. .
| Selling stockholders | Shares Beneficially Owned Before this Offering(1) | Percentage of Outstanding Shares Beneficially Owned Before this Offering | Shares to be Sold in this Offering(2) | Number Of Shares Beneficially Owned After this Offering(3) | Percentage of Outstanding Shares Beneficially Owned After this Offering | |||||||||||
| MacRab (4) | 11,764,706 | 1.6% | 75,000,000 | -0- | -0- | |||||||||||
____________________
| (1) | Based on 756,612,000 outstanding shares of our common stock as of October 12, 2022. Although we may at our discretion elect to issue to the selling stockholder up to $5 million of our common stock under the Equity Financing Agreement, such shares are not included in determining the percentage of shares beneficially owned before this offering. |
| (2) | Assumes a purchase price of $0.0036 which price represents a 10% discount to the average of the two (2) lowest Volume Weighted Average Price of the Issuer’s common stock during the six (6) trading days after the clearing date. Because the actual date and price per share for the Company’s put right under the Equity Financing Agreement is unknown, the actual purchase price for the shares is unknown. Accordingly, the actual shares issuable pursuant to the Equity Financing Agreement may be more or less than the amount of shares being registered herein. |
| (3) | Includes: (i) shares of common stock held by the selling stockholder that are issued and outstanding,(ii) shares of common stock issuable pursuant to the Equity Financing Agreement that are being registered hereunder |
.
| (4) | Mackey McFarlane, manager of MacRab LLC, has sole voting and dispositive power over the shares held by or issuable to MacRab LLC. Mr. McFarlane disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of MacRab LLC is 738 Mandalay Grove Ct. Merritt Island, FL 32953. MacRab is not a broker-dealer or affiliate of a broker-dealer. |
Except for the Equity Financing Agreement and other documents ancillary thereto, and the shares as described in this prospectus, there is no prior or existing material relationship between us or any of our directors, executive officers, or control persons and the selling stockholder.
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MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Our common stock is listed on the OTC Pink under the symbol “TMGI”. We had approximately 2,262 registered holders of our common stock as of October 12, 2022. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price for our common stock on October 12, 2022 was $0.006 per share.
The following table reflects the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTC Pink, during the two previous years.
| Price Range(1) | ||||||||
| High | Low | |||||||
| FYE ended May 31, 2023 | ||||||||
| Second quarter | $ | 0.009 | $ | 0.0032 | ||||
| First quarter | $ | 0.10 | $ | 0.001 | ||||
| FYE ended May 31, 2022 | ||||||||
| Fourth quarter | $ | 0.20 | $ | 0.001 | ||||
| Third quarter | $ | 0.20 | $ | 0.001 | ||||
| Second quarter | $ | 0.80 | $ | 0.10 | ||||
| First quarter | $ | 0.70 | $ | 0.30 | ||||
| FYE ended May 31, 2021 | ||||||||
| Fourth quarter | $ | 2.50 | $ | 0.50 | ||||
| Third quarter | $ | 4.50 | $ | 0.10 | ||||
____________________
| (1) | The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. |
Dividends and Distributions
We have not paid any cash dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect that that any future earnings will be retained for use in developing and/or expanding our business.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.
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Overview
We are a direct-to-consumer sales and marketing company with an exclusive pipeline of innovative health and beauty products. The Company markets these products through its wholly owned subsidiary Music of Your Life, a syndicated radio network heard nationwide on AM, FM and HD terrestrial radio stations, and simulcast over the internet at www.musicofyourlife.com. This is made possible by 30 and 60 second commercials airing every hour which are targeted toward the Music of Your Life listening audience. Broadcasting more than 40 years, Music of Your Life is the longest running music radio format in syndication. With the acquisition of Simply Whim, LLC, the Company will report revenue from the Whim health and beauty products on its balance sheet, assuming the product line continues generating revenue. Working with the product development team at Simply Whim, the Company will be able to create new and innovative products under the Whim brand. The primary sales channel for the Whim products is found at the Simply Whim website, www.simplywhim.com.
Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carry-forwards, given our uncertainty of being able to utilize such loss carry-forwards in future years. We anticipate incurring additional losses during the coming year.
Results of Operations
Following is management’s discussion of the relevant items affecting results of operations for the fiscal years ended May 31, 2022 and 2021.
Revenues
The Company generated net revenues of $0 during the year ended May 31, 2022 as compared to $60 for the year ended May 31, 2021. Revenues were generated from spot sales, from the live radio programming through radio stations around the country and over the Internet.
Cost of Sales
Our cost of sales was $-0- for both years ended May 31, 2022 and 2021. Our cost of sales in the future will consist principally of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.
Salaries and Consulting Expenses
Accrued salaries and consulting expenses for the year ended May 31, 2022 were $120,000 as compared to $305,000 for the year ended May 31, 2021. We expect that salaries and consulting expenses, that are cash-based instead of share-based, will increase as we add personnel to build our multi-media entertainment business.
Professional Fees
Professional fees for the year ended May 31, 2022 were $97,162 as compared to $102,924 for the year ended May 31, 2021. We anticipate that professional fees will increase in future periods as we scale up our operations.
Selling, General and Administrative Expenses
Other selling, general and administrative expenses were $45,403 for the year ended May 31, 2022 as compared to $63,398 for the year ended May 31, 2021. We anticipate that Other SG&A expenses will increase commensurate with an increase in our operations.
Other Income (Expense)
The Company had net other expense of $3,853,387 for the year ended May 31, 2022 as compared to $2,397,922 for the year ended May 31, 2021. For the year ended May 31, 2022, the company recorded a gain on the settlement of debt in the amount of $260,032, incurred interest expense of $645,021, expense from derivative liability of $526,690 and loss on conversion of notes payable and accrued interest of $2,941,708. For the year ended May 31, 2021, the company incurred interest expense of $989,810, income from derivative liability of $36,930 and loss on conversion of notes payable and accrued interest of $1,445,042.
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Liquidity and Capital Resources
As of May 31, 2022, our primary source of liquidity consisted of $353 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.
We have sustained significant net losses which have resulted an accumulated deficit at May 31, 2022 of $15,878,189 and are currently experiencing a shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year ended May 31, 2022 of $4,115,952. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.
We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.
We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. Other than the agreement discussed below, there is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.
On October 12, 2022, the Company entered into an Equity Financing Agreement by and among the Company, and MacRab, a Florida Limited Liability Company (the "Selling Stockholder"), pursuant to which Selling Stockholder has agreed to purchase up to five million dollars ($5,000,000) of the Company's common stock to be sold at a 10% discount to the average of the two (2) lowest Volume Weighted Average Price of the Issuer’s common stock during the six (6) trading days after the clearing date. Furthermore, the Shares must be registered with the SEC in a current registration statement and the Selling Stockholder shall only be required to purchase up to 4.99% of the issued and outstanding shares of common stock of the Company. The registration rights of the Selling Stockholder are outlined in the Registration Rights Agreement which details the obligations of the Company.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates and judgments on an on-going basis.
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MANAGEMENT’S PLAN TO CONTINUE AS A GOING CONCERN
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its securities, and (2) short-term borrowings from shareholders or related party when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.
Our independent registered public accounting firm’s report contains an explanatory paragraph which has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
Forward-Looking Statements
This report contains or incorporates by reference forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning our future business plans and strategies, the receipt of working capital, future revenues and other statements that are not historical in nature. In this report, forward-looking statements are often identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could cause actual results to differ materially from those expressed or implied.
Other uncertainties that could affect the accuracy of forward-looking statements include:
| • | the worldwide economic situation; |
| • | any changes in interest rates or inflation; |
| • | the willingness and ability of third parties to honor their contractual commitments; |
| • | our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for risk capital; |
| • | our capital expenditures, as they may be affected by delays or cost overruns; |
| • | environmental and other regulations, as the same presently exist or may later be amended; |
| • | our ability to identify, finance and integrate any future acquisitions; and |
| • | the volatility of our common stock price. |
This list is not exhaustive of the factors that may affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations and opinions only as of the date of this report. We do not intend to update these forward looking statements except as required by law. We qualify all of our forward-looking statements by these cautionary statements.
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Our Company
The Marquie Group, Inc. (hereafter, “we”, ”our”, ”us”, “TMGI”, or the ”Company”) was incorporated on January 30, 2008, in the State of Florida, as ZhongSen International Tea Company, with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to implement its business plan fully. On May 31, 2013 the Company acquired Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) in a reverse triangular merger and became a multi-media entertainment company, producing live concerts, television shows and radio programming. Subsequent to this, on August 16, 2018 the Company merged with The Marquie Group, Inc., a Utah development stage health and beauty products company and changed its name to The Marquie Group, Inc. On September 26, 2022, the Company acquired 25% of Simply Whim, LLC, a skincare company with a full line of health and beauty products under the “Whim” brand. Product information and webstore can be found at www.simplywhim.com. You can learn more about us at our website www.themarquiegroup.com. Our website, however, does not constitute a part of this prospectus.
Operational Overview
The Company is a direct-to-consumer sales and marketing company with an exclusive pipeline of innovative health and beauty products. The Company markets these products through its wholly owned subsidiary Music of Your Life, a syndicated radio network heard nationwide on AM, FM and HD terrestrial radio stations, and simulcast over the internet at www.musicofyourlife.com. This is made possible by 30 and 60 second commercials airing every hour which are targeted toward the Music of Your Life listening audience. Broadcasting more than 40 years, Music of Your Life is the longest running music radio format in syndication. With the acquisition of Simply Whim, LLC, the Company will report revenue from the Whim health and beauty products on its balance sheet, assuming the product line continues generating revenue. Working with the product development team at Simply Whim, the Company will be able to create new and innovative products under the Whim brand. The primary sales channel for the Whim products is found at the Simply Whim website, www.simplywhim.com.
Our Business Strategy
With the dramatic increase in music licensing fees and the decrease in traditional radio advertising formats, the Company found it difficult to achieve profitability with its stand-alone Music of Your Life syndication radio service. In response to this, the Company began to explore partnering with a product line to be marketed through radio spots on the Company’s wide-reaching radio network. With the merger of The Marquie Group and subsequent acquisition of Simply Whim, the Company now has access to a developing health and beauty line of products called “Whim” to market and sell directly to the consumer through a series of radio commercials, on the Company website at musicofyourlife.com and on the Simply Whim website at www.simlywhim.com. The Whim product line includes a regime of face care products and other beauty products as they become available.
Objectives
Our objective is to sell unique and well-branded products to the Music of Your Life listening audience through a series of local and nationwide radio commercials. To accomplish this objective, 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.
Market Advantage
Music of Your Life can be heard on AM, FM, and HD terrestrial radio stations across the United States and worldwide over the Internet. This well-established listener base gives the company a strong market advantage over the typical Internet radio service. Using cutting edge, low-cost technology for program delivery with the Barix system, the Company operates at lower overhead than its larger competitors.
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Competition
Competition in the radio industry is fierce, however, the traditional style of delivering syndicated programming is limited to just a handful of offerings. Most of these competing services offer a wide range of programming with the potential to reach millions of listeners. However, these businesses rely upon advertising agencies for their commercials without the flexibility to partner directly with the companies offering goods and services. This can be a benefit to our competitors as these ad agencies usually produce profitable results. However, this is also a very expensive method for producing revenue. The Marquie Group approach is that of direct-to-consumer model which cuts the cost of commissions to a third party resulting in higher profits per sale and affords the company greater flexibility. With the addition of the Whim line of products, the Company can sell-through to the listening audience with products owned by the Company.
Employees
As of May 31, 2022, Marc Angell (Director and Chief Executive Officer) is the only non-employee officers and/or directors of the Company. The Company has no official employees. We currently have one part-time production person, an outside accountant, and an outside lawyer. Certain other executive positions have been identified, and we intend to fill these positions. Additional other support staff and other personnel will be hired when there is adequate capital available to do so.
We have undertaken preliminary investigations concerning candidates for the above positions and do not currently anticipate difficulty in filling such positions with qualified persons; however, we cannot assure you that we will in fact be able to hire qualified persons for such positions when needed. Additional positions to be filled may be identified from time to time by the Company. We expect to be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys, and accountants as necessary.
The loss of our CEO Marc Angell would likely have a material adverse effect on the Company. We intend to reduce this risk by obtaining key-man insurance if affordable insurance coverage may be obtained. We cannot assure you that the Company will be able to obtain such insurance or that the Company will be successful in recruiting needed personnel.
Properties
Our principal executive offices are located at 7901 4th Street North, Suite 4000, St. Petersburg, FL 33702-4305. We believe that our office facilities are suitable and adequate for our operations as currently conducted and contemplated.
Legal Proceedings
The Company currently has no litigation pending, threatened or contemplated, or unsatisfied judgments
From time to time, we may be a party to legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with purchasers and suppliers.
Summary of Equity Financing Agreement
Terms of the Equity Financing Agreement. On Marc 29, 2022 (the “Closing Date”), The Marquie Group, Inc. (the “Company”) entered into an Standby Equity Commitment Agreement (the “Equity Financing Agreement”) by and among the Company, and MacRab, a Florida limited liability company ("the Selling Stockholder"), pursuant to which the Selling Stockholder has agreed to purchase up to five million dollars ($5,000,000) of the Company's common stock to be sold at a 10% discount to the average of the two (2) lowest Volume Weighted Average Price of the Issuer’s common stock during the six (6) trading days after the clearing date (the "Shares"). Furthermore, the Shares must be registered with the SEC in a current registration statement and the Selling Stockholder shall only be required to purchase up to 4.99% of the issued and outstanding shares of common stock of the Company. The registration rights of the Selling Stockholder are outlined in the Registration Rights Agreement which details the obligations of the Company.
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Under applicable SEC rules and relevant Exchange Act Compliance and Disclosure Interpretations, we are registering 75,000,000 shares of common stock that may be issued pursuant to the Equity Financing Agreement and sold by the selling stockholder. However, because the actual date and price per share for the Company’s put right under the Equity Financing Agreement is unknown, the actual purchase price for the shares is unknown. Accordingly, we caution readers that, although we are registering 75,000,000 shares, there is no minimum purchase price under the Equity Financing Agreement (and therefore no maximum amount of our shares that may be issued by the Company pursuant to the Equity Financing Agreement) and, therefore the number of shares actually issued from the Equity Financing Agreement may be substantially greater than the number registered.
MacRab is considered an underwriter of The Marquie Group, Inc. An underwriter must make public disclosure similar to disclosure made by an issuer in the event of purchases and sales of securities.
Other than as set forth above, there are no trading volume requirements or restrictions under the Equity Financing Agreement, and we will control the timing and amount of any sales of our common stock to the selling stockholders.
Conditions to Sales
Under the Equity Financing Agreement, the following conditions must be satisfied in order for us to sell shares of our common stock to the selling stockholders:
● The registration statement of which this prospectus forms a part, and any amendment or supplement thereto, must be declared effective for the sale by the selling stockholder of the shares to be purchased by the selling stockholder.
● Our representations and warranties contained in the Equity Financing Agreement must be true and correct in all material respects (except for representations and warranties specifically made as of a particular date), except for any conditions that have temporarily caused any representations or warranties to be incorrect and which have been corrected with no continuing impairment to us or the selling stockholder.
● We must have performed in all material respects all covenants, agreements and conditions required by the Equity Financing Agreement to be performed, satisfied or complied with by us.
● No statute, rule, regulation, executive order, decree, ruling or injunction has been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Financing Agreement, and no proceeding has been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Equity Financing Agreement.
● The trading of our common stock has not been suspended by the SEC, the principal trading market for our common stock or Financial Industry Regulatory Authority, Inc. and our common stock has been approved for listing or quotation on and has not been delisted from such principal market.
● The number of shares of our common stock to be purchased by the selling stockholder at a particular closing may not exceed the number of shares that, when aggregated with all other shares of common stock then beneficially owned by such selling stockholder, would result in the selling stockholder owning more than 4.99% of all of our outstanding common stock.
● We must have no knowledge of any event more likely than not to have the effect of causing the registration statement of which this prospectus forms a part to be suspended or otherwise ineffective.
Our Termination Rights
We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to selling stockholders to terminate the Equity Financing Agreement.
No Short-Selling by the Selling Stockholders
The selling stockholders have agreed that neither they nor any of their respective affiliates shall engage in any direct or indirect short-selling of our common stock during any time prior to the termination of the Equity Financing Agreement.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Board of Directors
Our board of directors consists of the following individual:
| Name and Year First Elected Director(1) | Age | Background Information | ||
|
Marc Angell (2013) |
64 | Mr. Angell has been the Chief Executive Officer of Music of Your Life, Inc., since November 2012. Mr. Angell acquired the well-known Music of Your Life trademark in 2008. In November 2012, Angell formed Music of Your Life, Inc. as an entertainment company to capitalize on the growth and development of the Music of Your Life trademark and branding, including radio, Time Life infomercials, CD Box sets, and other merchandising. Mr. Angell, was a director of Wireless Village, Inc., a telecommunications solution provider, and Concierge Technologies, Inc. from June, 2004 to January, 2008. In 2000, Mr. Angell became the founder and President of Planet Halo, a wireless telecommunications company, until he sold it in May, 2004 to the public company Concierge Technologies, Inc. (OTC Pink: CNCG). In January 1990 Mr. Angell founded Angellcom, a supplier and distributor of one-way paging devices in the U.S. He remained its CEO until 1999. Mr. Angell conceptualized, designed, and marketed both the one-way pagers for Angellcom and the Halo device for Planet Halo. During the 1990s, Mr. Angell was also involved in the land mobile radio business as a license holder and manager of 220MHz radio systems throughout the United States and Mexico. |
(1) The business address of Mr. Angell is 7901 4th Street North, Suite 4000, St. Petersburg, FL 33702-4305.
Director Independence
Because our common stock is listed on OTC Pink and it does not have a definition for "independence", we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| · | the director is, or at any time during the past three years was, an employee of the company; |
· the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
· a family member of the director is, or at any time during the past three years was, an executive officer of the company;
· the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
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· the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee. We do however have a code of ethics that applies to our officers, employees and director.
Compensation of Directors
Although we anticipate compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.
Board of Directors Meetings and Committees
Although various items were reviewed and approved by the Board of Directors via unanimous written consent during the two fiscal years ended May 31, 2022, the Board held no formal meetings.
We do not have Audit or Compensation Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.
Executive Officers
Marc Angell is our sole executive officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial officer. Further information pertaining to Mr. Angell’s business background and experience is contained in the section above marked DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Section 16(a) Beneficial Ownership Reporting Compliance
We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
To our knowledge, during the fiscal year ended May 31, 2022, based solely upon a review of such materials as are required by the Securities and Exchange Commission, no other officer, director, or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of the Exchange Act of 1934.
Code of Ethics
The Company expects that its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications made by the Company.
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CERTAIN RELATIONSHIPS AND RELATED 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 Company’s sole officer and director Marc Angell. The Preferred Stock collectively holds at all times, 80% of the total voting power of the Company.
On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights.
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. The Company was the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100,000 shares of common stock of the Company were issued to the TMG shareholders. A majority of these shares, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company. This is considered a related party transaction. The TMG merger will provide the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty and social networking products.
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”).
SIMPLY WHIM is a health and beauty product development company. As a result of the Exchange, all of the SIMPLYWHIM Common Stock was issued
to Jacquie Angell, the spouse of the Company’s CEO Marc Angell. This is considered a related party transaction.
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The following table summarizes the total compensation for the two fiscal years ended May 31, 2022 of each person who served as our principal executive officer or principal financial and accounting officer collectively, (the “Named Executive Officers”) including any other executive officer who received more than $100,000 in annual compensation from the Company. We did not award cash bonuses, stock awards, stock options or non-equity incentive plan compensation to any Named Executive Officer during the two years ended May 31, 2022, thus these items are omitted from the table below:
| Summary Compensation Table | ||||||||||||||||||||
|
Name and Principal Position |
Fiscal Year |
Salary |
Stock Awards |
All Other Compensation (1) |
Total |
|||||||||||||||
| Marc Angell | 2022 | $ | — | $ | — | $ | 120,000— | $ | 120,000— | |||||||||||
| Chief Executive Officer | 2021 | $ | — | $ | — | $ | 120,000— | $ | 120,000— | |||||||||||
| Secretary |
| (1) | Accrued consulting fees prior to 2015 were not paid and were eliminated per agreement. Consulting fee accrual resumed in 2016. See Note 11 to the financial statements. |
There is no other arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as such.
Outstanding Equity Awards at Fiscal Year-End
There were no grants or equity awards to our Named Executive Officers or directors during the two fiscal years ended May 31, 2022.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of October 12, 2022. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 7901 4th Street North, Suite 4000, St. Petersburg, FL 33702-4305. As of October 12, 2022, we had 756,612,000 shares of common stock issued and outstanding and 200 shares of preferred stock issued and outstanding. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.
| Amount and Nature of Beneficial Ownership | ||||||||||||||||||||
| Name |
Sole Voting and Investment Power |
Options Exercisable Within 60 Days |
Other Beneficial Ownership |
Total(1) |
Percent of Class Outstanding(2) | |||||||||||||||
| Jacquie Angell(1) | - | — | 666,859,718 | 666,859,718 | 88.14 | % | ||||||||||||||
| Marc Angell(2) | - | — | 666,859,718 | 666,859,718 | 88.14 | % | ||||||||||||||
| All current directors and executive officers as a group (1 person) | - | — | 666,859,718 | 666,859,718 | 88.14 | % | ||||||||||||||
____________________
* Indicates less than one percent.
| (1) | Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 193,050,001 shares of common stock held by the Angell Family Trust. |
| (2) | CEO/Chairman of the Board of Directors and spouse of shareholder, Jacquie Angell. Includes 193,050,001 shares of common stock held by the Angell Family Trust. Excludes 200 shares of Series A Preferred Stock held by Mr. Angell which have super-voting rights, but no conversion, dividend, or liquidation rights. If the votes of the Series A Preferred Stock were taken into account, Mr. Angell would beneficially hold approximately 93.41% of the voting securities of the Company. |
The selling stockholder is offering up to 75,000,000 shares of our common stock for resale in quoted or private transactions, at fixed or negotiated prices. The following description of our capital stock is based on relevant portions of the Florida Business Corporation Act, or the “FBCA,” and on our Articles of Incorporation (also sometimes referred to as our “charter”) and Bylaws. This summary may not contain all of the information that is important to you, and we refer you to the FBCA and our Articles of Incorporation and Bylaws for a more detailed description of the provisions summarized below.
The Marquie Group, Inc. was organized as a corporation under the laws of the State of Florida on January 30, 2008. Our authorized capital stock consists of 50,000,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of May 31, 2022, there were approximately 2,262 record holders of our common stock. There are no outstanding other options or warrants to purchase stock.
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Our charter provides that our board of directors may not amend our Articles of Incorporation without approval of our shareholders, including holders of our preferred shares. A decrease or increase in the number of shares of capital stock which we may issue would require an amendment of our charter.
At October 12, 2022, we had 756,612,000 shares of common stock issued and outstanding and 200 shares of Series A Preferred Stock issued and outstanding. The number of shares outstanding does not include shares of common stock that are issuable pursuant to the Equity Financing Agreement.
|
Title of Class |
Amount Authorized |
Amount Held by Us or for our Account(1) |
Amount Outstanding Exclusive of Amounts Shown Under(1) | |||
| Common stock, par value $.0001 per share | 50,000,000,000 | 666,859,718 | 756,612,000 | |||
| Preferred stock, par value $.0001 per share | 20,000,000 | 200 | 200 | |||
| 50,020,000,000 | 666,859,918 | 756,612,200 |
____________________
| (1) | Calculated as of October 12, 2022. |
Common Stock
Our charter authorizes us to issue up to 50,000,000,000 shares of common stock. All shares of our common stock have equal rights as to earnings, assets, dividends and voting privileges. If and when we issue shares of common stock to the selling stockholders pursuant to the Equity Financing Agreement, such shares will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors.
Preferred Stock
Our charter authorizes us to issue up to 20,000,000 shares of preferred stock. 200 Series A Preferred shares are designated, issued and outstanding as of May 31, 2022. Each share of Series A Preferred Stock has voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights.
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Limitation of Liability of Directors and Officers; Indemnification and Advance of Expenses
Pursuant to our charter and under the Florida Business Corporation Act (hereafter, the “FBCA”), our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Florida law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.
We have previously entered into indemnification agreements with certain of our current directors and officers. The indemnification agreement indemnifies the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at our request as a director, officer, employee or agent of another entity. If appropriate, we are entitled to assume the defense of the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume the defense of such claim.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
Provisions of the FBCA and Our Charter and Bylaws
Our charter and bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.
Business Combinations
Section 607 of the FBCA, is applicable to corporations organized under the laws of the State of Florida. Subject to certain exceptions set forth therein, Section 607 of the FBCA provides that a corporation shall not engage in any business combination with any “interested stockholder” for a three-year period following the date that such stockholder becomes an interested stockholder unless (a) prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares) or (c) on or subsequent to such date, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Except as specified therein, an interested stockholder is defined to mean any person that (1) is the owner of 15% or more of the outstanding voting stock of the corporation; or (2) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date, and the affiliates and associates of such person referred to in clause (1) or (2) of this sentence. Under certain circumstances, Section 607 of the FBCA makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may, by adopting an amendment to the corporation's charter or by-laws, elect not to be governed by this section, effective twelve months after adoption. Our charter and by-laws do not exclude us from the restrictions imposed under Section 607 of the FBCA. It is anticipated that the provisions of Section 607 of the FBCA may encourage companies interested in acquiring us to negotiate in advance with the board of directors.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On January 26, 2015, we engaged Michael T. Studer CPA P.C. (“Studer”) as our independent registered accountant. To date, there have been no disagreements with Studer on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Studer’s satisfaction would have caused Studer to make reference thereto in connection with its reports on the financial statements for such years. Also, during the engagement period, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
On July 14, 2022 we dismissed Michael T. Studer CPA P.C. (hereafter “Studer”) as the Company’s independent registered accountant. The Company engaged Studer as its independent registered accountant on January 22, 2015. During the period from January 22, 2015 through to July 14, 2022, the date of dismissal, there were no disagreements with Studer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Studer would have caused it to make reference to the subject matter of the disagreements in connection with its report
Also on July 14, 2022, we engaged Gries & Associates, LLC (“Gries”), independent registered accountants, as our independent accountant following the dismissal of Studer. Prior to the engagement of Gries, the Company has not consulted with Gries regarding either:
(a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that Gries concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
(b) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The legality of certain securities offered by this prospectus will be passed upon for us by John D. Thomas, P.C., Draper, UT (“JDTPC”).
The audited consolidated financial statements of the Company for the fiscal years ended May 31, 2022 and May 31, 2021 have been included herein and in this registration statement in reliance upon reports of Gries & Associates, LLC (May 31, 2022) and Michael T. Studer CPA P.C. (May 31, 2021), each an independent registered public accounting firm, and upon the authority of said firms as experts in accounting and auditing.
We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, or the Securities Act, with respect to our shares of common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further information with respect to our business and our securities, reference is made to the registration statement, including the amendments, exhibits and schedules thereto contained in the registration statement.
We also file annual, quarterly and current periodic reports and other information with the SEC under the Securities Exchange Act of 1934. You can inspect these reports and other information, as well as the registration statement and the related exhibits and schedules, without charge, at the public reference facilities of the SEC at room 1580, 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site that contains reports and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov. Information contained on the SEC’s web site about us is not incorporated into this prospectus, and you should not consider information contained on the SEC’s web site to be part of this prospectus.
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Item 25. Financial Statements and Exhibits
1. Financial Statements
The following financial statements of The Marquie Group, Inc. are included in Part A “Information Required in a Prospectus” of the Registration Statement:
THE MARQUIE GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
All other information required in the financial statement schedules has been incorporated in the financial statements or notes thereto or has been omitted since the information is not applicable or not present in amounts sufficient to require submission of the schedule.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
The Marquie Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of The Marquie Group, Inc. (the “Company”) as of May 31, 2022, and the related consolidated statements of operations, statements of stockholders’ deficit, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Going Concern Uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 12 to the financial statements, the Company has incurred losses since inception of $15,878,189 and negative working capital of $5,667,209. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Loss on conversions of notes payable and accrued interest to common stock
| 34 |
Critical Audit Matter Description
The Company has had outstanding notes payable to lenders which are convertible into Company common stock at conversion prices which are based on the future trading price of the Company's common stock. For the year ended May 31, 2022, the Company issued a total of 11,511,179 shares of its common stock pursuant to conversions of an aggregate of $285,683 in principal and accrued interest. The $2,941,708 in excess of the $3,227,391 fair value of the 11,511,179 shares of common stock at the respective dates of issuance over the $285,683 liability reduction was charged to Loss on Conversions of Notes Payable.
How the Critical Audit Matter was Addressed in the Audit
Our principal audit procedures related to the Company's loss on conversions of notes payable and accrued interest to common stock expense included:
| · | We obtained Company prepared quarterly schedules of all conversions of notes payable and accrued interest to common stock for the year ended May 31, 2022. |
| · | We agreed the prices used to independent third-party sources of closing trading prices of the Company common stock on the respective issuance dates. We then verified the calculation by multiplying the number of shares issued times the respective closing trading prices for each conversion. |
| · | We agreed the principal and accrued interest amounts to Notices of Conversions for each conversion. |
Emphasis of Matters-Risks and Uncertainties
The Company is not able to predict the ultimate
impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse
impact on the economies and
financial markets of many countries, including the geographical area in which the Company plans to operate.
/s/ Gries & Associates, LLC
We have served as the Company’s auditor since 2022.
Denver, CO
June 28, 2022
| 35 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
The Marquie Group, Inc. (formerly Music of Your Life, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Marquie Group, Inc. (the “Company”) as of May 31, 2021 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of The Marquie Group, Inc. as of May 31, 2021 and the results of their operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.
Explanatory Paragraph – Going Concern
The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Loss on conversions of notes payable and accrued interest to common stock – Refer to Note 10 to the consolidated financial statements
| 36 |
Critical Audit Matter Description
The Company has had outstanding notes payable to lenders which are convertible into Company common stock at conversion prices which are based on the future trading price of the Company's common stock. For the year ended May 31, 2021, the Company issued a total of 4,304,842 shares of its common stock (as adjusted for the April 21, 2022 1 for 1,000 reverse split) pursuant to conversions of an aggregate of $835,050 in principal and accrued interest. The $1,445,042 excess of the $2,218,092 fair value of the 4,304,842 shares of common stock at the respective dates of issuance over the $835,050 liability reduction was charged to Loss on Conversions of Notes Payable.
How the Critical Audit Matter was Addressed in the Audit
Our principal audit procedures related to the Company's loss on conversions of notes payable and accrued interest to common stock expense included:
(1) We obtained Company prepared quarterly schedules of all conversions of notes payable and accrued interest to common stock for the year ended May 31, 2021.
(2) For the fair value measurements, we agreed the prices used to independent third-party sources of closing trading prices of the Company common stock on the respective issuance dates. We then verified the calculation by multiplying the number of shares issued times the respective closing trading prices for each conversion.
(3) For the liability reduction amounts, we agreed the principal and accrued interest amounts to Notices of Conversions for each conversion.
/s/ Michael T. Studer CPA P.C.
Michael T. Studer CPA P.C.
Freeport, New York
October 14, 2021
We served as the Company’s auditor from 2015 to 2022.
| 37 |
| THE MARQUIE GROUP, INC. | ||||||||
| (formerly Music of Your Life, Inc.) | ||||||||
| Consolidated Balance Sheets | ||||||||
| ASSETS | ||||||||
| May 31, | May 31, | |||||||
| 2022 | 2021 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 353 | $ | — | ||||
| Total Current Assets | 353 | — | ||||||
| OTHER ASSETS | ||||||||
| Music inventory, net of accumulated depreciation | ||||||||
| of $19,481 and $17,339, respectively | 2,167 | 4,309 | ||||||
| Trademark costs | 10,365 | 10,365 | ||||||
| Total Other Assets | 12,532 | 14,674 | ||||||
| TOTAL ASSETS | $ | 12,885 | $ | 14,674 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank overdraft | $ | — | $ | 1,140 | ||||
| Accounts payable | 35,405 | 25,094 | ||||||
| Accrued interest payable on notes payable | 334,180 | 427,023 | ||||||
| Accrued consulting fees | 926,217 | 832,967 | ||||||
| Notes payable, net of debt discounts of $6,889 | ||||||||
| and $85,233, respectively | 1,419,108 | 1,366,430 | ||||||
| Notes payable to related parties | 135,551 | 121,323 | ||||||
| Derivative liability | 2,817,101 | 2,006,815 | ||||||
| Total Current Liabilities | 5,667,562 | 4,780,792 | ||||||
| TOTAL LIABILITIES | 5,667,562 | 4,780,792 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred Stock, $0.0001 par value; 20,000,000 shares | ||||||||
| authorized, 200 and 200 shares issued and outstanding | — | — | ||||||
| Common stock, $0.0001 par value; 50,000,000,000 shares | ||||||||
| authorized, 16,189,732 and 4,678,553 shares issued | ||||||||
| and outstanding, respectively | 1,621 | 468 | ||||||
| Common stock payable - 1 share | 8,460 | 8,460 | ||||||
| Additional paid-in-capital | 10,213,431 | 6,987,191 | ||||||
| Accumulated deficit | (15,878,189 | ) | (11,762,237 | ) | ||||
| Total Stockholders' Deficit | (5,654,677 | ) | (4,766,118 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 12,885 | $ | 14,674 | ||||
The accompanying notes are an integral part of these financial statements
| 38 |
The accompanying notes are an integral part of these financial statements
| 39 |
The accompanying notes are an integral part of these financial statements
| 40 |
The accompanying notes are an integral part of these financial statements
| 41 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 1 - ORGANIZATION
Music of Your Life, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 30, 2008 under the name of “Zhong Sen International Tea Company”. From January 2008 to May 2013, the Company operated with the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wished to export and distribute high quality Chinese tea products worldwide. On May 31, 2013 (the “Closing Date”), the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”) incorporated October 10, 2012, and Music of Your Life Merger Sub, Inc., a Utah corporation ("Merger Sub"), pursuant to which MYL Nevada merged with Merger Sub. As a result of the merger, MYL Nevada became a wholly-owned subsidiary of the Company, and on July 26, 2013, the Company changed its name to Music of Your Life, Inc., and operated a nationwide syndicated radio network. On May 20, 2014 the Company acquired 100% of the outstanding stock of iRadio, Inc., a Utah corporation. The Company was the surviving corporation. iRadio was an entity related to the Company by common ownership.
Reverse Stock Split
Effective April 21, 2022, the Company effectuated a 1 share for 1,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 16,189,731,657 shares to 16,189,732 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.
Acquisition of The Marquie Group, Inc.
On August 16, 2018 (see Note 10), the Company merged with The Marquie Group, Inc. (“TMG”) in exchange for the issuance of a total of 100 shares of our common stock to TMG’s stockholders. Following the merger, the Company had 102 shares of common stock issued and outstanding. On December 5, 2018, the Company amended and restated its Articles of Incorporation providing for a change in the Company’s name from “Music of Your Life, Inc.” to “The Marquie Group, Inc.” The TMG business plan is to advertise a direct-to-consumer, health and beauty product line called “Whim” that use innovative formulations of plant-based, amino-acids and other natural alternatives to chemical ingredients.
Acquisition of Global Nutrition Experience, Inc.
On November 21, 2019 (see Note 10), the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 193,000 shares of our common stock to GNE’s stockholder. The GNE business plan is to license intellectual property from, and to third parties.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:
a. Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly owned subsidiary. All inter-company accounts and transactions have been eliminated.
b. Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end.
| 42 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
c. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
d. Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
e. Basic and Fully Diluted Net Loss per Share of Common Stock
In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.
f. Revenue Recognition
The Company adopted ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues.
g. Advertising
Advertising costs, which are expensed as incurred, were $-0- for the years ended May 31, 2022 and 2021.
h. Income Taxes
Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At May 31, 2022, the Company had net operating loss carryforwards of approximately $9,842,689, of which $3,340,960 expires in varying amounts through 2038 and $6,521,729 does not expire. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.
Net deferred tax assets consist of the following components as of May 31, 2022 and 2021:
| 43 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
| May 31, 2022 | May 31, 2021 | |||||||
| Deferred tax assets: | ||||||||
| NOL Carryover | $ | 1,262,593 | $ | 1,202,614 | ||||
| Valuation allowance | (1,262,593 | ) | (1,202,614 | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income (loss) for the years ended May 31, 2022 and 2021 due to the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Expected tax (benefit) at 21% | $ | (864,350 | ) | $ | (602,529 | ) | ||
| Non-deductible expense (non-taxable income) from derivative liability | 110,605 | (7,755 | ) | |||||
| Non-deductible amortization of debt discounts | 76,007 | 99,347 | ||||||
| Non-deductible loss on conversions of notes payable and accrued interest | 617,759 | 303,459 | ||||||
| Change in valuation allowance | 59,979 | 207,478 | ||||||
| Provision for income taxes | $ | — | $ | — | ||||
For the periods presented, the Company had no tax positions or unrecognized tax benefits.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For the periods presented, the Company had no such interest or penalties.
| i. | Concentrations of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2022.
j. Recent Accounting Pronouncements
We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended May 31, 2022 and 2021.
Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
| 44 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 3 - FINANCIAL INSTRUMENTS
The Company has adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
NOTE 4 - LOANS RECEIVABLE – RELATED PARTY
During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans were non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015. Effective May 31, 2020, the Company agreed to waive collection of $15,950 of the remaining loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of $15,950 accrued consulting fees balance due him at May 31, 2020 (see Note 11). As of May 31, 2022 and 2021, the balance due on this loan was $-0-.
NOTE 5 - MUSIC INVENTORY
Music inventory consisted of the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Digital music acquired for use in operations – at cost | $ | 21,648 | $ | 21,648 | ||||
| Accumulated depreciation | (19,481 | ) | (17,339 | ) | ||||
| Music inventory – net | $ | 2,167 | $ | 4,309 | ||||
The Company purchases digital music to broadcast over the radio and internet. During the year ended May 31, 2022, the Company purchased $-0- worth of music inventory. For the years ended May 31, 2022 and 2021, depreciation on music inventory was $2,142 and $3,096, respectively.
| 45 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 6 – ACCRUED CONSULTING FEES
Accrued consulting fees consisted of the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Due to Company Chief Executive Officer pursuant to Consulting Agreement dated March 1, 2017 – monthly compensation of $10,000 | $ | 253,817 | $ | 138,817 | ||||
| Due to wife of Company Chief Executive Officer pursuant to consulting agreement effective August 16, 2018 – monthly compensation of $15,000 | 318,100 | 318,100 | ||||||
| Due to mother of Company Chief Executive Officer pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $5,000 to November 30, 2019 | 131,350 | 131,350 | ||||||
| Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated February 28, 2019) – monthly compensation of $5,000 to February 28, 2019 | 144,700 | 144,700 | ||||||
| Due to service provider pursuant to Consulting Agreement dated September 1, 2015 (which was terminated November 30, 2019) – monthly compensation of $1,000 to November 30, 2019 | 48,000 | 48,000 | ||||||
| Due to two other service providers | 30,250 | 52,000 | ||||||
| Total | $ | 926,217 | $ | 832,967 | ||||
The accrued consulting fees balance changed as follows:
| Year Ended | ||||||||
| May 31, 2022 | May 31, 2021 | |||||||
| Balance, beginning of period | $ | 832,967 | $ | 614,600 | ||||
| Compensation expense accrued pursuant to consulting agreements | 120,000 | 300,000 | ||||||
| Payments to consultants | (26,750 | ) | (81,633 | ) | ||||
| Balance, end of period | $ | 926,217 | $ | 832,967 | ||||
See Note 11 (Commitments and Contingencies)
| 46 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 7 - NOTES PAYABLE
Notes payable consisted of the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Notes payable to entities, non-interest bearing, due on demand, unsecured | $ | 39,300 | $ | 7,500 | ||||
| Note payable to an individual, due on May 22, 2015, in default (B) | 25,000 | 25,000 | ||||||
| Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D) | 50,000 | 50,000 | ||||||
| Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E) | 7,000 | 7,000 | ||||||
| Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G) | 50,000 | 50,000 | ||||||
| Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H) | 50,000 | 50,000 | ||||||
| Note payable to an individual, due on December 20, 2015, in default, 24% default rate from January 20, 2016 (I) | 25,000 | 25,000 | ||||||
| Convertible note payable to an entity, interest at 12%, due on December 29, 2016, in default (M) | 40,000 | 40,000 | ||||||
| Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P) | 25,000 | 25,000 | ||||||
| Convertible note payable to an individual, interest at 10%, due on demand (V) | 46,890 | 46,890 | ||||||
| Convertible note payable to an individual, interest at 8%, due on demand (W) | 29,000 | 29,000 | ||||||
| Convertible note payable to an individual, interest at 8%, due on demand (X) | 21,500 | 21,500 | ||||||
| Convertible note payable to an entity, interest at 10%, due on demand (Y) | 8,100 | 8,600 | ||||||
| Convertible note payable to an entity, interest at 10%, due on January 11, 2019, 15% default rate from January 11, 2019 (AA) | — | 23,167 | ||||||
| Convertible note payable to an entity, interest at 10%, due on demand (CC) | 50,000 | 50,000 | ||||||
| Convertible note payable to an entity, interest at 10%, due on March 5, 2019, in default (DD) | 35,000 | 35,000 | ||||||
| 47 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
| Convertible note payable to an entity, interest at 10%, due on April 4, 2019, in default (EE) | — | 37,500 | ||||||
| Convertible note payable to an entity, interest at 10%, due on September 18, 2019, (FF) | — | 22,500 | ||||||
| Convertible note payable to an entity, interest at 10%, due on September 18, 2019, in default (GG) | 8,505 | 8,505 | ||||||
| Convertible note payable to an entity, interest at 10%, due on September 19, 2019, (HH) | — | 175,720 | ||||||
| Convertible note payable to an entity, interest at 10%, due on November 13, 2019, (JJ) | — | 56,055 | ||||||
| Convertible note payable to an entity, interest at 10%, due on November 15, 2019, (KK) | — | 20,000 | ||||||
| Convertible note payable to an entity, interest at 10%, due on November 30, 2019, (LL) | — | 5,000 | ||||||
| Convertible note payable to an entity, interest at 10%, due on December 6, 2019, (MM) | — | 3,000 | ||||||
| Convertible note payable to an entity, interest at 10%, due on December 11, 2019, (NN) | — | 10,000 | ||||||
| Convertible note payable to an entity, interest at 12%, due on March 10, 2020, 24% default rate from March 10, 2020 (OO) | — | 58,750 | ||||||
| Convertible note payable to an entity, interest at 10%, due on September 12, 2020 (PP) | — | 12,500 | ||||||
| Convertible note payable to an entity, interest at 12%, due on November 30, 2021, in default – net of discount of $-0- and $85,233, respectively (SS) | 154,764 | 84,767 | ||||||
| Convertible note payable to an entity, interest at 12%, due on December 30, 2021 (TT) | — | 50,000 | ||||||
| Convertible note payable to an entity, interest at 12%, due on April 15, 2022 (UU) | — | 55,000 | ||||||
| Convertible note payable to an entity, interest at 10%, due on June 4, 2022, net of discount of $2,615 and $-0-, respectively (VV) | 167,597 | — | ||||||
| Convertible note payable to an entity, interest at 8%, due on August 27, 2022, net of discount of $4,274 and $-0-, respectively (WW) | 9,726 | — | ||||||
| Convertible note payable to an entity, interest at 12%, due on December 21, 2022 (YY) | 58,250 | — | ||||||
| Convertible note payable to an entity, interest at 12%, due on February 8, 2023 (ZZ) | 245,000 | — | ||||||
| Note payable to the Small Business Administration under the Payroll Protection Program, interest at 1%, due in installments through May 4, 2022, forgivable in part or whole subject to certain requirements. | 170,000 | 170,000 | ||||||
| Notes payable to individuals, non-interest bearing, due on demand | 103,476 | 103,476 | ||||||
| Total Notes Payable | 1,419,108 | 1,366,430 | ||||||
| Less: Current Portion | (1,419,108 | ) | (1,366,430 | ) | ||||
| Long-Term Notes Payable | $ | — | $ | — |
| 48 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015.
(D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with an Equity Purchase Agreement. As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.
(E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015.
(G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015.
(H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015.
(I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. In the event that all principal and interest are not paid to the lender by January 20, 2016, interest is to accrue at a rate of 24% per annum commencing on January 21, 2016.
(M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 29, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.
(V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.1293 per share.
(W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
| 49 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.04 per share or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.
(AA) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum (15% per annum default rate) and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.
(CC) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, was due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(EE) On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note (Tranche 2 of (AA) above) to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, was due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(FF) On September 18, 2018, the Company issued a $22,500 Convertible Promissory Note (Tranche 3 of (AA) above) to a lender for net loan proceeds of $17,500. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(GG) On September 18, 2018, the Company issued a $18,000 Convertible Promissory Note to a lender for net loan proceeds of $14,000. The note bears interest at a rate of 10% per annum, was due on September 18, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(HH) On December 19, 2018, the Company issued a $200,000 Convertible Promissory Note to a lender for net loan proceeds of $169,000. The note bears interest at a rate of 10% per annum, was due on September 19, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (i) the lowest Trading Price during the 25 Trading Day period prior to December 19, 2018 or (ii) 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
| 50 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(JJ) On February 13, 2019, the Company issued a $75,000 Convertible Promissory Note to a lender for net loan proceeds of $67,500. The note bears interest at a rate of 10% per annum, was due on November 13, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(KK) On November 15, 2018, the Company issued a $20,000 Convertible Promissory Note (Tranche 4 of (AA) above) to a lender for net loan proceeds of $20,000. The note bears interest at a rate of 10% per annum, was due on November 15, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(LL) On November 30, 2018, the Company issued a $5,000 Convertible Promissory Note (Tranche 5 of (AA) above) to a lender for net loan proceeds of $5,000. The note bears interest at a rate of 10% per annum, was due on November 30, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(MM) On December 6, 2018, the Company issued a $3,000 Convertible Promissory Note (Tranche 6 of (AA) above) to a lender for net loan proceeds of $3,000. The note bears interest at a rate of 10% per annum, was due on December 6, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(NN) On December 11, 2018, the Company issued a $10,000 Convertible Promissory Note (Tranche 7 of (AA) above) to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 10% per annum, was due on December 11, 2019, and was convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(OO) On June 10, 2019, the Company issued a $58,750 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on March 10, 2020, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(PP) On September 5, 2019, the Company issued a $12,500 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 10% per annum, was due on September 5, 2020, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 9 (Derivative Liability).
(SS) On November 30, 2020, the Company issued a $170,000 Convertible Promissory Note to a lender which paid off some of the accrued interest for the note described in (RR) above. The Company received net proceeds of $32,500. The note bears interest at a rate of 12% per annum, is due on November 30, 2021, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) 105% of the closing bid price of the Common Stock on the Issue Date, or (2) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of the conversion. See Note 7 (Derivative Liability).
(TT) On December 30, 2020, the Company issued a $50,000 Promissory Note. The note bears interest at a rate of 12% per annum and is due on December 30, 2021.
(UU) On April 15, 2021, the Company issued a $55,000 Convertible Promissory Note to a lender for net loan proceeds of $45,000. The note bears interest at a rate of 12% per annum, is due on April 15, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.90, or (2) the par value of the Common Stock.
| 51 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
(VV) On June 4, 2021, the Company issued a $238,596 Convertible Promissory Note to a lender which paid off the principal and accrued interest for the notes described in (EE), (FF), (KK), (LL), (MM), (NN) and (PP) above. The note bears interest at a rate of 10% per annum, is due on June 4, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (1) $0.04, or (2) 50% of the lowest trading price of the common stock for the previous 15 day trading period. See Note 7 (Derivative Liability).
(WW) On August 27, 2021, the Company issued a $14,000 Convertible Promissory Note to a lender for net loan proceeds of $10,000. The note bears interest at a rate of 8% per annum, is due on August 27, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 65% of the lowest trading price in the 10 Trading Day period prior to the Conversion Date. See Note 7 (Derivative Liability).
(YY) On December 21, 2021, the Company issued a $58,250 Convertible Promissory Note to a lender for net loan proceeds of $49,925. The note bears interest at a rate of 12% per annum, is due on December 21, 2022, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.
(ZZ) On February 8, 2022, the Company issued a $245,000 Convertible Promissory Note to a lender for net loan proceeds of $218,000. The note bears interest at a rate of 12% per annum, is due on February 8, 2023, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of (1) $0.10, or (2) the par value of the Common Stock.
Concentration of Notes Payable:
The principal balance of the notes payable was due to:
| May 31, 2022 | May 31, 2021 | |||||||
| Lender A | $ | — | $ | 23,167 | ||||
| Lender B | — | 284,470 | ||||||
| Lender C | 458,014 | 225,000 | ||||||
| Lender D | 170,212 | 110,500 | ||||||
| 14 other lenders | 797,771 | 808,526 | ||||||
| Total | 1,425,997 | 1,451,663 | ||||||
| Less debt discounts | (6,889 | ) | (85,233 | ) | ||||
| Net | $ | 1,419,108 | $ | 1,366,430 | ||||
| 52 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 8 – NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Note payable to Company law firm (and owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | $ | 2,073 | $ | 2,073 | ||||
| Notes payable to The OZ Corporation (owner of 2,500 shares of common stock since August 16, 2018), non-interest bearing, due on demand, unsecured | 69,250 | 69,250 | ||||||
| Notes payable to the Chief Executive Officer, non-interest bearing, due on demand, unsecured | 14,228 | — | ||||||
| Convertible note payable to John D. Thomas P.C. (Company law firm and owner of 25,000 shares of common stock since August 16, 2018), interest at 10%, due on demand, convertible at the option of the lender into shares of Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date (BB) See Note 9 (Derivative Liability) | 50,000 | 50,000 | ||||||
| Total Notes Payable | 135,551 | 121,323 | ||||||
| Less: Current Portion | (135,551 | ) | (121,323 | ) | ||||
| Long-Term Notes Payable | $ | — | $ | — | ||||
| 53 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 9 - DERIVATIVE LIABILITY
The derivative liability at May 31, 2022 and 2021 consisted of:
| May 31, 2022 | May 31, 2021 | |||||||||||||||
| Face Value | Derivative Liability | Face Value | Derivative Liability | |||||||||||||
| Convertible note payable issued December 29, 2015, due December 29, 2016 (M) | $ | 40,000 | $ | 40,000 | $ | 40,000 | $ | 48,000 | ||||||||
| Convertible note payable issued April 5, 2017, due on demand (W) | 29,000 | 43,500 | 29,000 | 58,000 | ||||||||||||
| Convertible note payable issued April 5, 2017, due on demand (X) | 21,500 | 32,250 | 21,500 | 43,000 | ||||||||||||
| Convertible note payable issued January 11, 2018 (AA) | — | — | 23,167 | 27,800 | ||||||||||||
| Convertible note payable issued December 1, 2017, due on demand (BB) | 50,000 | 33,333 | 50,000 | 50,000 | ||||||||||||
| Convertible note payable issued December 1, 2017, due on demand (CC) | 50,000 | 33,333 | 50,000 | 50,000 | ||||||||||||
| Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD) | 35,000 | 35,000 | 35,000 | 42,000 | ||||||||||||
| Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE) | — | — | 37,500 | 45,000 | ||||||||||||
| Convertible note payable issued September 18, 2018, due on September 18, 2019 (FF) | — | — | 22,500 | 27,000 | ||||||||||||
| Convertible note payable issued September 18, 2018, due on September 18, 2019 (GG) | 8,506 | 8,506 | 8,506 | 10,208 | ||||||||||||
| Convertible note payable issued December 19, 2018, due on September 19, 2019 (HH) | — | — | 200,000 | 223,384 | ||||||||||||
| Convertible note payable issued February 4, 2019, due on August 4, 2019 (II) | — | — | 170,000 | 151,009 | ||||||||||||
| Convertible note payable issued February 13, 2019, due on November 13, 2019 (JJ) | — | — | 75,000 | 80,314 | ||||||||||||
| Convertible note payable issued November 15, 2018, due on November 15, 2019 (KK) | — | — | 20,000 | 24,000 | ||||||||||||
| Convertible note payable issued November 30, 2018, due on November 30, 2019 (LL) | — | — | 5,000 | 6,000 | ||||||||||||
| Convertible note payable issued December 6, 2018, due on December 6, 2019 (MM) | — | — | 3,000 | 3,600 | ||||||||||||
| Convertible note payable issued December 11, 2018, due on December 11, 2019 (NN) | — | — | 10,000 | 12,000 | ||||||||||||
| Convertible note payable issued June 10, 2019, due on March 10, 2020 (OO) | — | — | 58,750 | 70,500 | ||||||||||||
| Convertible note payable issued September 5, 2019, due on September 5, 2020 (PP) | — | — | 12,500 | 15,000 | ||||||||||||
| Convertible note payable issued November 30, 2020, due on November 30, 2021 (SS) | 154,764 | 1,392,875 | 170,000 | 1,020,000 | ||||||||||||
| Convertible note payable issued June 4, 2021, due on June 4, 2022 (VV) | 170,212 | 1,176,766 | — | — | ||||||||||||
| Convertible note payable issued August 27, 2021, due on August 27, 2022 (WW) | 14,000 | 21,538 | — | — | ||||||||||||
| Totals | $ | 572,982 | $ | 2,817,101 | $ | 1,041,423 | $ | 2,006,815 | ||||||||
| 54 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.
Assumptions used for the calculations of the derivative liability of the notes at May 31, 2022 include (1) stock price of $0.001 per share, (2) exercise prices ranging from $0.0004 to $0.00065 per share, (3) terms ranging from 0 days to 88 days, (4) expected volatility of 1,986% and (5) risk free interest rates ranging from 0.73% to 1.16%.
Assumptions used for the calculations of the derivative liability of the notes at May 31, 2021 include (1) stock price of $0.0006 per share, (2) exercise prices ranging from $0.0001 to $0.0005 per share, (3) terms ranging from 0 days to 183 days, (4) expected volatility of 996% and (5) risk free interest rates ranging from 0.01% to 0.03%.
Concentration of Derivative Liability:
The derivative liability relates to convertible notes payable due to:
| May 31, 2022 | May 31, 2021 | |||||||
| Lender A | $ | — | $ | 27,801 | ||||
| Lender B | — | 293,884 | ||||||
| Lender C | 1,392,874 | 1,171,009 | ||||||
| Lender D | — | 80,316 | ||||||
| Lender E | 1,176,765 | 82,600 | ||||||
| Lender F | 65,044 | |||||||
| 6 other lenders | 182,418 | 351,205 | ||||||
| Total | $ | 2,817,101 | $ | 2,006,815 | ||||
| 55 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 10 - EQUITY TRANSACTIONS
On October 3, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares and to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.
On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock has no conversion, liquidation, or dividend rights.
On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to which the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100 shares of common stock of the Company were issued to the TMG shareholders.
TMG was incorporated on August 3, 2018. The merger provides the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and social networking products. The three stockholders of TMG prior to the merger who received the 100 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (50 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2020 and 2019 (25 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2020 and 2019 (25 shares). 2Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of TMG (and the issuance of the 100 shares of common stock) was recorded at $-0-, the historical cost of the property to TMGI.
During the year ended May 31, 2020, the Company issued an aggregate of 62,458 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $78,315. We incurred a loss on the conversion of notes payable and accrued interest of $159,802, which represents the excess of the $238,117 fair value of the 62,458 shares at the dates of conversion over the $78,315 amount of debt satisfied.
On August 28, 2019, the Securities and Exchange Commission (the “SEC”) issued a Notice of Qualification regarding a Form 1-A filed by the Company in connection with the Company’s offering of up to 1,333,333 shares of common stock at a price of $7.50 per share or a total offering of $10,000,000. On December 26, 2019, the Company amended its Form 1-A Offering Circular to reduce the offering price from $7.50 per share to $3.50 per share. On February 25,2020, the Company amended its Form 1-A Offering Circular to reduce the offering price to $0.70 per share. As part of this offering, during the year ended May 31, 2020, the Company issued an aggregate of 117,867 shares of common stock for cash in the amount of $320,400. The end date of the offering was August 28, 2020.
On November 21, 2019, the Company merged with Global Nutrition Experience, Inc. (“GNE”) in exchange for the issuance of a total of 160,000 shares of our common stock to GNE’s stockholders. Following the merger, the Company had 161,062 shares of common stock issued and outstanding. GNE was incorporated on November 21, 2019. The stockholder of GNE prior to the merger who received the 160,000 shares was the Angell Family Trust. Pursuant to ASC 805-50-30-5 relating to transactions between entities under common control, the intellectual property of GNE (and the issuance of the 160,000 shares of common stock) were recorded at $-0-, the historical cost of the property to GNE. During the three months ended February 29, 2020, the Company issued an additional 33,000 shares of common stock as part of the merger.
During the year ended May 31, 2021, the Company issued an aggregate of 4,304,842 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $835,050. We incurred a loss on the conversion of notes payable and accrued interest of $1,445,042, which represents the excess of the $2,280,092 fair value of the 4,304,842 shares at the dates of conversion over the $835,050 amount of debt satisfied.
| 56 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
Effective April 21, 2022, the Company effectuated a 1 for 1,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 1,000 shares of Common Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would be rounded up to the nearest whole share. Following the Reverse Split, the Company had 16,189,732 common shares issued and outstanding. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.
During the year ended May 31, 2022, the Company issued an aggregate of 11,511,179 shares of common stock for the conversion of notes payable and accrued interest in the aggregate amount of $285,683. We incurred a loss on the conversion of notes payable and accrued interest of $2,941,708, which represents the excess of the $3,227,391 fair value of the 11,511,179 shares at the dates of conversion over the $835,050 amount of debt satisfied.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Consulting Agreements with Individuals
The Company has entered into Consulting Agreements with the Company’s Chief Executive Officer, the wife of the Company’s Chief Executive Officer, the mother of the Company’s Chief Executive Officer, and other service providers (see Note 6 – Accrued Consulting Fees). The Consulting Agreement with the Company’s Chief Executive Officer provides for monthly compensation of $10,000. The Consulting Agreement with the wife of the Company’s Chief Executive Officer provided for monthly compensation of $15,000 and expired on May 31, 2021. The Consulting Agreement with the mother of the Company’s Chief Executive Officer provides for monthly compensation of $5,000 and was terminated as of November 30, 2019. The other 3 consulting agreements provided for monthly compensation totaling $6,500 and were terminated as of November 30, 2019.
Corporate Consulting Agreement
On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months. On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which was expensed and included in “Salaries and Consulting Fees” in the Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts were accrued at May 31, 2022 and 2021. On October 16, 2018 (see Note 10), the Company issued 5,000 shares of its common stock to the Consultant. On October 26, 2018, the Consultant advised the Company that it had not been notified that the Agreement was terminated on April 1, 2018 and that the Company is in default of the Agreement.
Consulting Agreement with New Jersey Entity
On December 5, 2019 and January 13, 2020, the Company paid $50,000 and $50,000, respectively to a consulting firm entity (the “Consultant”) pursuant to Consulting Agreements dated December 4, 2019 and January 11, 2020. The Consulting Agreements provided for the Consultant to perform certain strategic planning, business development, and investor relations services for the Company for total compensation of $100,000 cash (which was expensed and included in “Other Selling, General and Administrative Expenses” in the Consolidated Statement of Operations for the three months ended February 29, 2020. The terms of the Consulting Agreements were for 90 days each.
| 57 |
THE MARQUIE GROUP, INC.
(formerly Music of Your Life, Inc.)
Notes to the Consolidated Financial Statements
May 31, 2022
NOTE 12 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At May 31, 2022, the Company had negative working capital of $5,667,209 and an accumulated deficit of $15,878,189. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2023 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.
The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 13 – SUBSEQUENT EVENTS
On June 10, 2022, the Board of Directors of the Company entered into that certain Note Purchase Agreement (the “Purchase Agreement”) in connection with the issuance of that certain convertible promissory note (the “Purchase Note”) in the face amount of $38,880.00 in exchange for $35,000 in consideration therefor. The Purchase Note matures twelve months from the date of issuance (the “Maturity Date”), and bear interest at the rate of 12% per annum. The Purchase Note may be prepaid until the Maturity Date at (a) 100% multiplied by the Principal Amount then outstanding plus (b) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (c) $750.00 to reimburse Holder for administrative fees. The Purchase Note, together with all interest as accrued is convertible into shares of the Company’s common stock at a price equal to the lower of $0.00005 or 50% of the lowest trading price for the 10 Trading Days immediately prior to the date of conversion. The Purchase Agreement and the Purchase Note contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events requiring disclosure.
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PROSPECTUS
THE MARQUIE GROUP, INC.
UP TO 75,000,000 SHARES OF
COMMON STOCK
TO BE SOLD BY A CURRENT SECURITY HOLDER
We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the issuer have not changed since the date hereof.
Until January 14, 2023 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS October 14, 2022
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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses and Issuance and Distribution
The expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered (other than underwriting discounts and commissions, if any) are set forth below. Each item listed is estimated, except for the Securities and Exchange Commission registration fee.
| Securities and Exchange Commission registration fee | $ | 43.80 | ||
| Legal fees and expenses | 15,000.00 | |||
| Accounting fees and expenses | 5,000.00 | |||
| Miscellaneous | 1,000.00 | |||
| Total expenses | $ | 21,050.00 |
Item 14. Indemnification of Directors and Officers
Pursuant to our charter and under the Florida Business Corporation Act, our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Florida law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to directors, officers, employees and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through by-law provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.
The Company has previously entered into indemnification agreements with each of its current directors and officers. The indemnification agreement indemnifies the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at the request of the Company as a director, officer, employee or agent of another entity. If appropriate, the Company is entitled to assume the defense of the claim with counsel selected by the Company and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by the Company, (2) the indemnitee reasonably concludes there may be a conflict of interest, or (3) the Company has not, in fact, employed counsel to assume the defense of such claim.
Item 15. Recent Sales of Unregistered Securities
On June 19, 2018, the Financial Industry Regulatory Authority (“FINRA”) approved a 1 for 4,000 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 4,000 shares of Common Stock is consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would be rounded up to the nearest whole share. Following the Reverse Split, the Company had 910,610 common shares issued and outstanding. Effective September 4, 2019, the Company effectuated a 1 for 400 reverse split of the Company’s common stock.
On August 16, 2018 (the “Closing Date”), Music of Your Life, Inc. (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. The Company was the surviving corporation. Each shareholder of TMG received one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 100,000 shares of common stock (as adjusted for the September 4, 2019 1 share for 400 shares stock split) of the Company were issued to the TMG shareholders. A majority of these shares, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company. This is considered a related party transaction. The TMG merger will provide the Company with access to certain registered trademarks and intellectual property with respect to health, beauty and social networking products.
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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”). SIMPLY WHIM is a skin care product development company. As a result of the Exchange, all of the SIMPLYWHIM Common Stock was issued to Jacquie Angell, the spouse of the Company’s CEO Marc Angell. This is considered a related party transaction.
On September 26, 2022, The Marquie Group, Inc., a Florida corporation (the “Company”) entered into Exchange Agreements (collectively, the “Exchange Agreements”) pursuant to Section 3(a)(9) of the Securities Act of 1933 with existing noteholders (collectively, the “Noteholders”) of the Company and in respect to certain outstanding notes of the Company in the aggregate principal and interest amount of $160,340 (each an “Exchange Note”, collectively, the “Exchange Notes”). Pursuant to the Exchange Agreements, and in full settlement and exchange for the prior notes held by the Noteholders, the Company issued to each of the Noteholders a replacement Exchange Note in the exact principal amount of the Noteholders prior note, bearing interest at 12%, each convertible into shares of the Company’s common stock at $0.002 per share. Also on September 26, 2022, the Company issued an aggregate of 80,170,000 unrestricted shares of the Company’s common stock in conversion of the Exchange Notes in their entirety (the “Exchange Note Conversions”).
With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
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Item. 16. Exhibits and Financial Statement Schedules
|
Exhibit Number |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation filed on April 6, 2021). | |
| 3.2 | Amended and Restated Bylaws of The Marquie Group, Inc. | |
| 5.1 | Opinion of John D. Thomas, P.C. | |
| 10.1 | Equity Financing Agreement between the Registrant and MacRab, LLC, dated October 12, 2022 (including exhibits). | |
| 10.2 | Registration Rights Agreement between the Registrant and MacRab, LLC, dated October 12, 2022 (including exhibits). | |
| 10.3 | Warrant issued to MacRab, LLC, dated October 12, 2022 (including exhibits). | |
| 13.1 | The Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022 (incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 30, 2022). | |
| 14.1 | Code of Ethics for the Registrant. | |
| 21.1 | Subsidiaries of the Registrant. | |
| 23.1 | Consent of Michael T. Studer CPA P.C. | |
| 23.1 | Consent of Gries & Associates, LLC. |
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Item 17. Undertakings
Undertakings of the Registrant
The Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Sec.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on the 12th day of October, 2022.
| THE MARQUIE GROUP, INC. | ||
| Dated: October 18, 2022 | /s/ Marc Angell | |
| Marc Angell | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
KNOW ALL MEN BY THESE PRESENT, each person whose signature appears below hereby constitutes and appoints Marc Angell and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Marc Angell | Chairman, CEO and | October 21, 2022 | ||
| Marc Angell | principal financial officer | |||
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EXHIBIT 23.1
Gries & Associates, LLC
Certified Public Accountants
501 S. Cherry Street, Suite 1100
Denver, Colorado 80246
CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion of our Auditor’s Report, dated June 28, 2022, on the financial statements of The Marquie Group, Inc. as of May 31, 2022 and for the year then ended in the Registration Statement on Form S-1 filed pursuant to Rule 462 (b) of the Securities Act of 1933. We also consent to the application of such report to the financial information in the Registration Statement, when such information is read in conjunction with the financial statements referred to in our report. Further, we consent to being named as an “expert” in auditing and accounting in the registration statement.
Denver, Colorado
October 17, 2022
PCAOB # 6778
blaze@griesandassociates.com
501 S. Cherry Street, Suite 1100, Denver, Colorado 80246
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846
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