TMGI~~HUGE MERGER NEWS!!!!UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2019
THE MARQUIE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 000-54163 26-2091212
(State of Other Jurisdiction (Commission File (IRS Employer
Of Incorporation) Number) Identification No.)
3225 McLeod Drive, Suite 100
Las Vegas, Nevada
89121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 351-3021
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1. 01 Entry into a Material Definitive Agreement.
On November 21, 2019 (the “Closing Date”), The Marquie Group, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and among the Company and Global Nutrition Experience, Inc., a Florida corporation ("Global"), pursuant to which the Company merged with Global. The Company is the surviving corporation. Each shareholder of Global will receive one (1) share of common stock of the Company for every one (1) share of Global common stock held as of November 21, 2019. In accordance with the terms of the merger agreement, all of the shares of Global held by Global shareholders were cancelled, and 160,000,000 shares of common stock of the Company will be issued to the Global shareholders. Following the Merger, the Company has 161,061,018 shares of common stock issued and outstanding.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, pursuant to the Merger Agreement, the Company merged with Global. The Company is the surviving corporation. Each shareholder of Global received one (1) share of common stock of the Company for every one (1) share of Global held as of November 21, 2019. In accordance with the terms of the merger agreement, all of the shares of Global held by Global shareholders were cancelled, and 160,000,000 shares of common stock of the Company will be issued to the Global shareholders. Following the Merger, the Company has 161,061,018 shares of common stock issued and outstanding.
Item 3.02 Unregistered Sales of Equity Securities.
As previously described in Item 1.01, On the Closing Date, the Company entered into a Merger Agreement by and among the Company, and Global, pursuant to which the Company merged with Global. The Company is the surviving corporation. Each shareholder of Global will receive one (1) share of common stock of the Company for every one (1) share of Global common stock held as of November 21, 2019. In accordance with the terms of the merger agreement, all of the shares of Global held by Global shareholders were cancelled, and 160,000,000 shares of common stock of the Company will be issued to the Global shareholders. Following the Merger, the Company has 161,061,018 shares of common stock issued and outstanding.
With respect to the transaction noted above, no solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of the shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Merger Agreement by and between The Marquie Group, Inc., and Global Nutrition Experience, Inc. dated November 21, 2019.
SIGNATURES
Pursuant to the requirement05-18-2018s of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The Marquie Group, Inc.
Date: November 26, 2019 By: /s/ Marc Angell
Marc Angell
Chief Executive Officer
EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is entered into between The Marquie Group, Inc., a Florida corporation (herein "Surviving Corporation") and Global Nutrition Experience, Inc., a Florida Corporation (herein "Merging Corporation").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Each outstanding share of Merging Corporation shall be converted into 1 share of Surviving Corporation.
3. The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.
4. The total issued and outstanding capital stock of the Merging Corporation is comprised of 160,000,000 shares of common stock. The agreement of Merger was approved by a vote of 100% of all shares of the Merging Corporation’s capital stock entitled to vote, which vote is sufficient for the approval of the agreement of merger.
5. Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.
6. The effect of the merger and the effective date of the merger are as prescribed by law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, to be effective as of the 21st day of November, 2019.
The Marquie Group, Inc. (a Nevada Corporation)
____________________________
Marc Angell
Chief Executive Officer
Global Nutrition Experience, Inc. (a Florida Corporation)
____________________________
Jacquie Angell
President
CERTIFICATE OF MERGER
OF
Global Nutrition Experience, Inc.
(A FLORIDA CORPORATION)
Jacquie Angell, President and Secretary of Global Nutrition Experience, Inc., a Florida corporation (the “Corporation”), hereby certifies that:
1. She is the President and Secretary of the Corporation.
2. The Corporation and The Marquie Group, Inc., a Florida corporation (the “Acquiring Company”) have entered into an Agreement of Merger dated November 21, 2019 (“Merger Agreement”). The Merger Agreement provides for the merger of the Corporation with and into the Acquiring Company.
3. The Corporation has authorized two classes of capital stock. As of the date the Merger Agreement was approved, there are no shares of preferred stock issued and outstanding, and 160,000,000 shares of common stock issued and outstanding.
4. The Merger Agreement was approved by holders of 100% of the outstanding voting rights of the Corporation.
5. The principal terms of the Merger Agreement were approved by the Corporation’s Board of Directors and by the vote of a number of shares of each class of the Corporation’s stock which equaled or exceeded the vote required.
We further declare under penalty of perjury under the laws of the State of Florida that the matters set forth in this certificate are true and correct of our own knowledge.
Dated: November 21, 2019
THE MARQUIE GROUP, INC. (A Florida Corporation)
____________________________
Marc Angell
Chief Executive Officer
Global Nutrition Experience, Inc. (a Florida Corporation)
____________________________
Jacquie Angell
President
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