Marquie Group Files S-1/A Amendment

TL;DR

Marquie Group (fka Zhong Sen Tea/Music of Your Life) filed S-1/A update. Check financials.

AI Summary

Marquie Group, Inc. filed an S-1/A amendment on October 28, 2024, to update its registration statement. The company, previously known as ZHONG SEN INTERNATIONAL TEA Co and MUSIC OF YOUR LIFE INC, is incorporated in Florida and operates in the radio broadcasting stations sector. The filing includes financial data for fiscal years ending May 31, 2022, 2023, and 2024.

Why It Matters

This amendment to the S-1 filing provides updated information for investors regarding Marquie Group, Inc.'s financial status and corporate changes.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for a significant event like an IPO or offering, which carries inherent market risks.

Key Numbers

• 2024-05-31 — Fiscal Year End (Latest reported fiscal year end)
• 2023-05-31 — Fiscal Year End (Previous fiscal year end)
• 2022-05-31 — Fiscal Year End (Prior fiscal year end)

Key Players & Entities

• Marquie Group, Inc. (company) — Filer of the S-1/A amendment
• ZHONG SEN INTERNATIONAL TEA Co (company) — Former name of Marquie Group, Inc.
• MUSIC OF YOUR LIFE INC (company) — Former name of Marquie Group, Inc.
• 20241028 (date) — Date of filing
• 0531 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0001 — common stock on September 27, 2024 was $0.0001 per share, as reported by OTC Markets.
• $10,000 — ed for certain expenses, not to succeed $10,000, and receive a commission of 4.5% of an
• $1,000,000 — expect that we will need approximately $1,000,000 in capital to continue as a going conce
• $1.50 million — kholder agreed to purchase in excess of $1.50 million worth of our common stock pursuant to t
• $35,000 — "QC") under which we received a loan of $35,000 for which we issued a convertible note
• $38,800 b — e note to QC in the principal amount of $38,800 bearing interest at 12% per annum with a
• $0.00005 — g June 10, 2027 at an exercise price of $0.00005 per share, subject to adjustment. The n
• $27,500 — "QC") under which we received a loan of $27,500 for which we issued a convertible note
• $30,555 b — e note to QC in the principal amount of $30,555 bearing interest at 12% per annum with a
• $0.005 — ovember 8, 2027 at an exercise price of $0.005 per share, subject to adjustment. The t
• $31,619.82 — ce outstanding as of the date hereof is $31,619.82. The number of shares being registered
• $500,000 — r which we will receive a loan of up to $500,000 for which we issued a convertible note
• $555,555.55 b — e note to QC in the principal amount of $555,555.55 bearing interest at 12% per annum with a
• $1.5 million — ich MacRab has agreed to purchase up to $1.5 million worth of shares of our common stock fro

Filing Documents

• tmgi_s1a2-mcrab.htm (S-1/A) — 994KB
• tmgi_ex1013.htm (EX-10.13) — 148KB
• tmgi_ex1014.htm (EX-10.14) — 91KB
• image_006.jpg (GRAPHIC) — 1KB
• 0001683168-24-007406.txt ( ) — 4475KB
• tmgi-20240531.xsd (EX-101.SCH) — 37KB
• tmgi-20240531_cal.xml (EX-101.CAL) — 41KB
• tmgi-20240531_def.xml (EX-101.DEF) — 104KB
• tmgi-20240531_lab.xml (EX-101.LAB) — 268KB
• tmgi-20240531_pre.xml (EX-101.PRE) — 211KB
• tmgi_s1a2-mcrab_htm.xml (XML) — 531KB

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS 1 PROSPECTUS SUMMARY 2 THE OFFERING 4

RISK FACTORS

RISK FACTORS 5 PLAN OF DISTRIBUTION 9

USE OF PROCEEDS

USE OF PROCEEDS 12 DETERMINATION OF THE OFFERING PRICE 12 SELLING STOCKHOLDERS 13 MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15

BUSINESS

BUSINESS 18 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS 27 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 30

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 32

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 33 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 36 LEGAL MATTERS 36 EXPERTS 36 ADDITIONAL INFORMATION 37 THE MARQUIE GROUP, INC. FINANCIAL STATEMENTS 38 INDEX TO EXHIBITS II-5 i Please read this Prospectus carefully and in its entirety. This Prospectus contains disclosure regarding our business, our financial condition and results of operations and risk factors related to our business and our Common Stock, among other material disclosure items. We have prepared this Prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on information contained in this Prospectus. We have not authorized any other person to provide you with different information. This Prospectus is not an offer to sell, nor is it seeking an offer to buy these securities in any state where the offer or sale is not permitted. The Selling Stockholder may not sell the securities listed in this Prospectus until the Registration Statement filed with the Securities and Exchange Commission is effective. The information in this Prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date. The Registration Statement containing this Prospectus, including the exhibits to the Registration Statement, provides additional information about us and our Common Stock offered under this Prospectus. The Registration Statement, including the exhibits and the documents incorporated herein by reference, can be read on the Securities and Exchange Commission website or at the Securities and Exchange Commission offices mentioned under the heading " Additional Information ." ii

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

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 t

Use of Proceeds

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 Stockholder. Distribution Arrangements 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.

Risk Factors

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 5 . Underwriter The Selling Stockholder 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. 4

RISK FACTORS

RISK FACTORS 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, 2024 and 2023 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, 2024 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,

View Full Filing

View this S-1/A filing on SEC EDGAR