United States securities and exchange commission logo
December 19, 2022
Marc Angell
Chief Executive Officer
Marquie Group, Inc.
7901 4th Street North, Suite 4000
St. Petersburg, FL 33702-4305
Re: Marquie Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed November 22,
2022
File No. 333-267970
Dear Marc Angell:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Form S-1
Cover Page
1. You state that
QuickCap, one of the selling shareholders, may offer and sell their shares of
common stock at
prevailing prices or privately negotiated prices from time to time. Please
note that an
at-the-market resale offering under Rule 415 is not available for registrants
that do not have a
public market. We do not consider the OTC Pink to constitute a
sufficient existing
market for selling shareholders to offer their shares at market prices.
Please revise your
prospectus to disclose that Quickcap will offer and sell their shares at a
fixed price until your
shares are listed on a national securities exchange or quoted on the
OTC Bulletin Board,
OTCQX, or OTCQB, at which time they may be sold at prevailing
market prices or in
privately negotiated transactions.
Marc Angell
FirstName LastNameMarc Angell
Marquie Group, Inc.
Comapany19,
December NameMarquie
2022 Group, Inc.
December
Page 2 19, 2022 Page 2
FirstName LastName
Prospectus Summary, page 5
2. Please disclose the material terms of the MacRab Equity Commitment
Agreement. Disclose, if true, that the company may not have access to
the full amount
available to it under the agreement.
Use of Proceeds, page 16
3. Please clarify in this section that the company received $35,000 in
exchange for the
promissory note issued to QuickCap, and describe how those proceeds
were used.
Selling Stockholders, page 18
4. You disclose on the cover page and elsewhere in the prospectus that
you are registering up
to 75,000,000 shares of common stock for resale by the selling
stockholders. However, it
appears from the table on page 18 that each selling shareholder may
sell up to 75,000,000
shares. Please advise.
Item. 16. Exhibits and Financial Statement Schedules, page 83
5. We note that Exhibits 23.1 and 23.2 contain audit reports. Please
revise the exhibits to
instead provide currently dated consents of the independent registered
public accounting
firms that conducted the audits. Refer to Item 601(b)(23) of
Regulation S-K.
Signatures, page 86
6. The registration statement must be signed by the company s
controller or principal
accounting officer. Therefore, please indicate, if true, that Mr.
Angell is also signing in the
capacity of principal accounting officer.
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. Refer to Rules 460 and 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 Matthew Crispino, Staff Attorney, at (202) 551-3456 or
Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: John Thomas