Correspondence 0001683168-24-008188 from Marquie Group, Inc. (TMGI) (CIK 0001434601) (TMGI)
Marquie Group, Inc. (TMGI) (CIK 0001434601)
Date: Nov. 15, 2024 · CIK: 0001434601 · Accession: 0001683168-24-008188
AI Filing Summary & Sentiment
File numbers found in text: 333-282485
Referenced dates: November 13, 2024
Letter
Division of Corporation Finance Securities and Exchange Commission Amendment No. 1 to Registration Statement on Form S-1 Filed October 28, 2024 File No. 333-282485
Re: Marquie Group, Inc.
Dear Sir/Madam:
In response to your letter dated November 13, 2024, the following information is hereby submitted on behalf of The Marquie Group, Inc. (the "Company"). Amendment No. 2 to the Registration Statement on S-1 is being filed in conjunction with this correspondence. For your convenience, we have reproduced the Staff's comments below in italicized text immediately before our response.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Our auditor has been charged with violations..., page
1. We note your response to prior comment 2. Please disclose that if your independent auditor’s work is found to be deficient your financial reporting could be questioned leading to potential restatements, delays in regulatory filings or reputational harm.
Response: We have updated the Registration Statement as requested.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements, page
2. We note your response to prior comment 1 and reissue in part. Please revise to remove your references 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.
Response: We have updated the Registration Statement as requested.
Business
Summary of Equity Commitment Agreement, page 27
3. We note you reference a section of your disclosure, Summary of Equity Commitment Agreement, which is unaccompanied by any relevant disclosure. Please revise to include such summary, inclusive of the terms requested in our prior comment 4. For example, provide the following disclosures with respect to the Equity Commitment Agreement: the material terms of the agreement, including the maximum principal amount available under the agreement, the term of the agreement, and the material conditions under which the company may access the funds available under the agreement.
Response: We have updated the Registration Statement as requested.
General
4. Please update your financial statements and related disclosure to comply with the requirements set forth in Rule 8-08 of Regulation S-X.
Response: We have updated the Registration Statement as requested.
We are aware 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. Please let me know if you need anything further.
Sincerely,
The
Marquie Group, Inc.
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filename1.htm
The
Marquie Group, Inc.
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
November 15, 2024
Division of Corporation Finance
Securities and Exchange Commission
Re:
Marquie Group, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed October
28, 2024
File No.
333-282485
Dear Sir/Madam:
In response to
your letter dated November 13, 2024, the following information is hereby submitted on behalf of The Marquie Group, Inc. (the "Company").
Amendment No. 2 to the Registration Statement on S-1 is being filed in conjunction with this correspondence. For your convenience, we
have reproduced the Staff's comments below in italicized text immediately before our response.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Our auditor has been charged with violations..., page
7
1. We note your response to prior comment 2. Please disclose that if your independent
auditor’s work is found to be deficient your financial reporting could be questioned leading to potential restatements, delays in
regulatory filings or reputational harm.
Response: We have updated
the Registration Statement as requested.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Forward-Looking Statements, page
17
2. We note your response to prior comment 1 and reissue in part. Please revise to
remove your references 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.
Response: We have updated the
Registration Statement as requested.
1
Business
Summary of Equity Commitment Agreement,
page 27
3. We note you reference a section of your disclosure, Summary of Equity Commitment
Agreement, which is unaccompanied by any relevant disclosure. Please revise to include such summary, inclusive of the terms requested
in our prior comment 4. For example, provide the following disclosures with respect to the Equity Commitment Agreement: the material terms
of the agreement, including the maximum principal amount available under the agreement, the term of the agreement, and the material conditions
under which the company may access the funds available under the agreement.
Response: We have updated
the Registration Statement as requested.
General
4. Please update your financial statements and related disclosure to comply with
the requirements set forth in Rule 8-08 of Regulation S-X.
Response: We have updated
the Registration Statement as requested.
We are aware 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. Please let me know if you need anything further.
Sincerely,
The
Marquie Group, Inc.
/s/ Marc Angell
CEO and Director
2