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)) |
| ☐ |
Definitive information statement |
THE MARQUIE GROUP,
INC.
(Name of Registrant as Specified in Its Charter)
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No fee required |
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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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(3) |
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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Date Filed: |
THE MARQUIE GROUP, INC.
7901 4th Street North, Suite 4887
St. Petersburg, Florida 33702
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 an amendment and restatement of our Articles of Incorporation (“Restatement”)
solely for the purpose of changing the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management
Group, Inc.” 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 Series A Preferred Stock as well as our board of directors, by written consent
on December 16, 2025. 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 Restatement to this Information Statement for your reference.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Restatement 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 Restatement. The elimination of the need for a special meeting of stockholders to approve the Restatement
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 Restatement. 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 Restatement 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 December 16, 2025 (the “Record Date”). As of the Record Date, we had outstanding:
| (i) | 7,539,209 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 Restatement. The persons that have consented to the Restatement hold a majority of the Company’s outstanding voting rights and,
accordingly, such persons have sufficient voting rights to approve the Restatement.
RESTATEMENT OF ARTICLES OF INCORPORATION
We are amending and restating our Articles of Incorporation
solely for the purposes of changing the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management
Group, Inc.” No other changes are being made at this time to the Company’s Articles of Incorporation.
These changes to our Articles of Incorporation
will not adversely affect stockholders. We have attached a copy of the Restatement to this Information Statement.
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 December 16, 2025. 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 4887, St. Petersburg, Florida, 33702. As of December 16, 2025, we had 7,539,209 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, our Series A Preferred Stock in the aggregate hold 80% of the vote of all classes of capital stock of the Company on a fully diluted
basis. 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(1)
|
Shares of
Common
Stock Beneficially
Owned
|
Percent of Class
|
Shares of
Series A Preferred
Stock
Beneficially
Owned(2)
|
Percent of Class
|
Other Beneficial
Ownership
|
Total
|
Voting Percentage for all Classes (fully-diluted)
|
| Jeff Foster(3) |
– |
* |
67 |
33.5% |
– |
67 |
26.8% |
| Kelly L. Kirchhoff (4) |
– |
* |
133 |
66.5% |
– |
133 |
53.2% |
| Marc Angell(5) |
– |
* |
– |
* |
– |
* |
* |
| All directors/director nominees and executive officers as a group (3 persons) |
– |
* |
200 |
100% |
– |
200 |
80.0% |
____________________
* Indicates less than
| (1) | Except
as otherwise indicated, the address of each beneficial owner is c/o The Marquie Group, Inc., 7901 4th Street North, Suite 4887, St. Petersburg,
Florida, 33702. |
| (2) | Shares of our Series A Preferred Stock are not convertible into common stock and are entitled in the aggregate
to 80% of the vote after giving effect to the number of issued and outstanding shares of the Corporation’s Common Stock together
with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible
or exchangeable, entitled to vote on matters submitted to the Shareholders. |
| (3) | Chief Executive Officer and Chairman of the Board of Directors and controlling shareholder of the Company. |
| (4) | Member of the Board of Directors and controlling shareholder of the Company. |
| (5) | Chief Financial Officer, Treasurer and Secretary. |
NO DISSENTER’S RIGHTS
Under the Statutes, stockholders are not entitled
to dissenter’s rights of appraisal with respect to the restatement 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 Restatement.
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 4887, St. Petersburg, Florida, 33702,
or by calling us at (602) 989-4653. 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/ Jeff Foster
Jeff Foster
Chief Executive Officer
December
16, 2025
