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:
| x |
Preliminary
information statement |
| □ |
Confidential, for use of the
Commission only (as permitted by Rule 14c-5(d)(2)) |
| □ |
Definitive information
statement |
THE MARQUIE GROUP, INC.
(Name of Registrant as Specified in Its Charter)
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of Filing Fee (Check the appropriate box):
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Title of each class of securities
to which transaction applies: |
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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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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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Date Filed: |
THE MARQUIE GROUP, INC.
7901
4th Street North, Suite 4000
St.
Petersburg, FL 33702-4305
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, 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 a 1 for
1,000 reverse split of our common stock (“Reverse Split”). 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 as well as our board of
directors, by written consent on April 21, 2022. We anticipate that
a copy of this Definitive Information Statement will be mailed to
our shareholders as of the date hereof. We have attached a copy of
the Reverse Split to this Information Statement for your
reference.
The Reverse Split was effected as of April 21, 2022 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 Reverse Split will be on or about May
13, 2022.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Reverse Split were 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 the Reverse Split. The elimination of the need for a
special meeting of stockholders to approve the Reverse Split 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 Reverse Split. 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 Reverse Split 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 April
21, 2022 (the “Record Date”). As of the Record Date, we had
outstanding:
|
(i) |
16,189,731,657 shares of common
stock; and |
|
(ii) |
200 shares of Series A Preferred
Stock; |
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 Reverse
Split. The persons that have consented to the Reverse Split hold a
majority of the Company’s outstanding voting rights and,
accordingly, such persons have sufficient voting rights to approve
the Reverse Split.
REVERSE STOCK SPLIT
On April 21, 2022, our board of directors and holders of a majority
in interest of our voting capital stock approved a 1-for 1,000
reverse split of our common shares (“Reverse Split”). This approval
is anticipated to be effective 20 days after this Information
Statement has been distributed to our shareholders.
As a result of the Reverse Split, each shareholder of record as of
April 21, 2022, will receive one (1) share of common stock for each
one thousand (1,000) shares of common stock they held prior to the
Reverse Split, provided however, that fractions of a share shall be
rounded up to the nearest whole share.
Our board of directors believes that the Reverse Split is advisable
and in the best interests of the Company and its stockholders to
allow the Company to execute a new business plan and position
itself to raise additional investment capital, if needed.
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 our 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 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 April 21, 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 April 21, 2022, we had
16,189,731,657 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 Series A
Preferred Stock has no conversion, liquidation, or dividend rights.
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.
| Name |
|
Sole
Voting and
Investment
Power
|
|
Other
Beneficial
Ownership
|
|
Total |
|
Percent of
Class
Outstanding
|
|
Jacquie
Angell(1) |
|
|
— |
|
|
|
193,050,001 |
|
|
|
193,050,001 |
|
|
|
0.012 |
% |
| Marc Angell(2) |
|
|
— |
|
|
|
193,050,001 |
|
|
|
193,050,001 |
|
|
|
0.012 |
% |
| All directors/director nominees and executive
officers as a group (1 person) |
|
|
— |
|
|
|
193,050,001 |
|
|
|
193,050,001 |
|
|
|
0.012 |
% |
| |
(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
80.24% of the voting securities of the Company. |
NO DISSENTER’S RIGHTS
Under the Statutes, stockholders are not entitled to dissenter’s
rights of appraisal with respect to the Reverse Split of our
Articles of Incorporation.
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 Reverse
Split.
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 7901 4th Street North, Suite 4000, St. Petersburg,
FL 33702-4305, 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
April 27, 2022
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