UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION
STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary information statement
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Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive information statement
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THE MARQUIE GROUP, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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THE MARQUIE GROUP, INC.
3225 McLeod Drive, Suite 100
Las Vegas, NV 89103
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This Information Statement
is furnished to the stockholders of The Marquie Group, Inc. a Florida corporation (the “Company”), in connection with
action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect an amendment
and restatement of our Articles of Incorporation (the “Amendment”) to increase the number of authorized shares of our
common stock. The foregoing action has been ratified by the written consent of the holders of a majority in interest of our voting
capital stock, consisting of our outstanding common stock, and outstanding Series A Preferred Stock, as well as our board of directors,
by written consent on March 19, 2021. We anticipate that a copy of this Definitive Information Statement will be mailed to our
shareholders as of the date hereof. We have also attached a copy of the Amendment to this Information Statement for your reference.
The Amendment was effected as of March
19, 2021, but, under federal securities laws, is not effective until at least 20 days after the mailing of this Information Statement.
We anticipate that the effective date for the Amendment will be on or about April 13, 2021.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Amendment was
not adopted by majority written consent, it would have been required to be considered by our stockholders at a special stockholders’
meeting convened for the specific purpose of approving these two matters. The elimination of the need for a special meeting of
stockholders to approve the Amendment is made possible by Section 607.0704 of the 2012 Florida Statutes (the “Statutes”),
which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the
minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to the Statutes, a majority in interest
of our capital stock entitled to vote thereon is required in order to approve the Amendment. In order to eliminate the costs and
management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all
of our shareholders that the Amendment be adopted by majority written consent and this Information Statement to be mailed to all
stockholders as notice of the action taken.
The record date for purposes of determining
the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of
business on March 19, 2021 (the “Record Date”). As of the Record Date, we had outstanding:
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(i)
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3,304,811,259 shares of common stock; and
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(ii)
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200 shares of Series A Preferred Stock;
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The transfer agent for our common stock is
Pacific Stock Transfer Company, 6725 Via Austi Pkwy #300, Las Vegas, NV 89119.
NO MEETING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes in connection
with the Amendment. The persons that have consented to the Amendment hold a majority of the Company’s outstanding voting
rights and, accordingly, such persons have sufficient voting rights to approve the Amendment.
AMENDMENT AND RESTATEMENT
We are amending and restating
our Articles of Incorporation in their entirety to make the following changes:
Increase in Authorized
Shares of Common Stock. We are increasing the number of our authorized shares of common stock from 10,000,000,000 to 20,000,000,000,000
shares. The Company currently does not have any authorized common stock that is not either reserved or issued and outstanding.
The Company’s Board of Directors may issue shares of common stock of the Company as a stock dividend, remuneration for management
services, debt settlement, and incentive plans for new employees with the increase in authorized common stock.
The Company’s authorized Preferred Stock
will remain unchanged at 20,000,000 shares, 200 of which are currently issued and outstanding at this time to the Angell Family
Trust as Series A Preferred Stock.
PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK
We have discussed the
possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement,
and incentive plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further
issuances of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized
by the amended Articles of Incorporation. Any material common stock issuances will be disclosed in accordance with the disclosure
requirements of the Securities Exchange Act of 1934.
The Company’s Articles of Incorporation
provide that the Board of Directors may issue up to the amount so authorized, certain shares of “blank check” Preferred
Stock, and fix the rights, preferences, privileges, qualifications, limitations, and restrictions of any Preferred Stock issued
by the Company, including the number of shares constituting any series or the designation of such series. The Preferred Stock may
enable the Board of Directors, without further action by the stockholders, to issue such stock to persons friendly to current management
or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control of the Company, thereby
protecting the continuity of the Company’s management. We have no plans or proposals to adopt other provision or enter into
other arrangements that may have material anti-takeover consequences.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 March 19,
2021. 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 3225 McLeod Drive, Suite 100, Las Vegas, NV 89103. As of March
19, 2021, we had 3,304,811,259 shares of common stock issued and outstanding and 200 shares of preferred stock outstanding. While
each of our shares of common stock holds one vote, each share of our Series A Preferred Stock holds 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 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.
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Name
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Shares of Common Stock Beneficially Owned
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Percent of Class
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Shares of Series A Preferred Stock Beneficially
Owned
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Percent of
Class
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Other Beneficial Ownership
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Total
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Voting Percentage
for all Classes (fully-diluted)
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Jacquie Angell(1)
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*
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*
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50,018
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50,218
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80.00%
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Marc Angell(2)
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*
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-
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50,018
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50,218
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80.00%
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Angell Family Trust(3)
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50,018
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*
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200
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100%
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50,218
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80.00%
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All directors and executive officers as a group
(1 person)
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*
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*
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50,018
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50,218
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80.00%
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(1)
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Shareholder and spouse of CEO/Chairman, Marc Angell. Includes 50,018 shares of common stock held by
the Angell Family Trust. Also includes 200 shares of Series A Preferred Stock held by the Angell Family Trust which collectively
hold 13,219,245,036 votes.
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(2)
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CEO/Chairman of the Board of Directors and spouse of Jacquie Angell. Includes 50,018 shares of common
stock held by the Angell Family Trust. Also includes 200 shares of Series A Preferred Stock held by the Angell Family Trust which
collectively hold 13,219,245,036 votes.
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(3)
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Includes 50,018 shares of common stock held directly by the Angell Family Trust. Also includes 200
shares of Series A Preferred Stock held directly by the Angell Family Trust which collectively hold 13,219,245,036 votes.
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NO DISSENTER’S RIGHTS
Under the Statutes, stockholders are not entitled
to dissenter’s rights of appraisal with respect to the Amendment.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested us to include
any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
No officer, director or director nominee has
any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or
director nominee. No director has informed us that he intends to oppose the Amendment.
ADDITIONAL INFORMATION
We file reports with the Securities and Exchange
Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company
is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered
to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders.
We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a
shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes
to receive a separate copy of the Information Statement by sending a written request to us at 3225 McLeod Drive, Suite 100, Las
Vegas, NV 89103, or by calling us at (800) 351-3021. A security holder may utilize the same address and telephone number to request
either separate copies or a single copy for a single address for all future information statements and proxy statements, if any,
and annual reports of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marc Angell
Marc Angell
Chief Executive Officer
March
23, 2021
Marquie (PK) (USOTC:TMGI)
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De Nov 2024 a Dic 2024
Marquie (PK) (USOTC:TMGI)
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De Dic 2023 a Dic 2024
