SecProbe.io

October 17, 2024
Marc Angell
Chief Executive Officer
Marquie Group, Inc.
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
Re:Marquie Group, Inc.
Registration Statement on Form S-1
Filed October 3, 2024
File No. 333-282485
Dear Marc Angell:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Forward-Looking Statements and Projections, page 1
1.Please remove your references here and on page 17 to forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. As an
issuer of penny stock you do not appear to be eligible to rely on the safe harbors
provided by these sections.
Risk Factors, page 5
Please add risk factor disclosure acknowledging that your auditor, Olayinka Oyebola
& Co. (Chartered Accountants), and its principal, Olayinka Oyebola, have been
charged by the Securities and Exchange Commission with aiding and abetting
violations of the antifraud provisions of the federal securities laws. Acknowledge that
the relief sought includes potential civil penalties as well as permanent injunctive 2.

October 17, 2024
Page 2
relief, including an order permanently barring your auditor from acting as an auditor
or accountant for U.S. public companies or providing substantial assistance in the
preparation of financial statements filed with the Securities and Exchange
Commission. Explain how such charges and such penalties, if imposed, would impact
you and any investment in your securities. Refer to the Securities and Exchange
Commission’s press release, available at https://www.sec.gov/newsroom/press-
releases/2024-157.
Security Ownership of Certain Beneficial Owners and Management, page 32
3.Please revise to include the Series A preferred stock in the beneficial ownership table
and add cover page disclosure regarding the fact that the ownership of these preferred
shares gives Mr. Angell control of the Company. Refer to Item 403(a) of Regulation
S-K.
General
4.Please revise your registration statement to provide the following disclosures with
respect to the Equity Commitment Agreement:
•the material terms of the agreement, including the number of shares registered for
resale, the maximum principal amount available under the agreement, the term of
the agreement, the full discounted price at which the investor will receive the
shares, and the material conditions under which the company may access the
funds available under the agreement;
•the material risks of an investment in the company and in the offering, including
the dilutive effect of the formula or pricing mechanism on the company's share
price, the possibility that the company may not have access to the full amount
available to it under the equity line, and whether an investor can engage in short-
selling activities, and, if so, how any sales activities after announcement of a put
may negatively affect the company's share price;
•the material market making activities of the investor, including any short selling
of the company's securities or other hedging activities that the investor may or has
engaged in, including prior to entering into the agreement and prior to the receipt
of any shares pursuant to the terms of the agreement and review decision, and
how the investor intends to distribute the securities it owns or will acquire; and
•how the provisions of Regulation M may prohibit the investor and any other
distribution participants from engaging in market making activities while the
equity line is in effect and purchasing shares in the open market while the equity
line is in effect.
Finally, please file the Equity Commitment Agreement as well as the Registration
Rights Agreement as exhibits to the registration statement.
5.Please tell us why you have not filed a Current Report on Form 8-K related to the
signing of the equity commitment agreement. Refer to Item 1.01 of Form 8-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 17, 2024
Page 3
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeff Turner