0001213900-14-005630.txt : 20140812 0001213900-14-005630.hdr.sgml : 20140812 20140811172653 ACCESSION NUMBER: 0001213900-14-005630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140723 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20140811 DATE AS OF CHANGE: 20140811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIENT STUDIOS, INC. CENTRAL INDEX KEY: 0001476278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 412251802 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53835 FILM NUMBER: 141031601 BUSINESS ADDRESS: STREET 1: 131 SOUTHERN BOULEVARD CITY: BLOOMINGDALE STATE: 2Q ZIP: 31405 BUSINESS PHONE: 912-298-2000 MAIL ADDRESS: STREET 1: 131 SOUTHERN BOULEVARD CITY: BLOOMINGDALE STATE: 2Q ZIP: 31405 FORMER COMPANY: FORMER CONFORMED NAME: Medient Studios, Inc. DATE OF NAME CHANGE: 20121029 FORMER COMPANY: FORMER CONFORMED NAME: FAIRWAY PROPERTIES, INC. DATE OF NAME CHANGE: 20091106 8-K 1 f8k072314_medientstudios.htm CURRENT REPORT f8k072314_medientstudios.htm
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): July 23, 2014
 
MEDIENT STUDIOS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
000-53835
  
41-2251802
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
IRS Employer Identification No.)
 
131 Southern Boulevard, Savannah
  
31405
(Address of Principal Executive Offices)
  
(Zip Code)
 
(912) 298-2000
(Registrant’s telephone number, including area code)
 
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 (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 3.02   Unregistered Sales of Equity Securities.
 
On July 23, 2014, Medient Studios, Inc. (the “Company”) issued 116,153,846 shares of its common stock upon conversion of $38,300 in principal on a note issued by the Company on January 8, 2014, at a conversion price of $0.00026.

On August 5, 2014, the Company issued 81,458,333 shares of its common stock upon conversion of $19,550 in principal and accrued interest on a note issued by the Company on January 8, 2014, at a conversion price of $0.00024.

As of August 8, 2014, the Company has 2,644,187,167 shares issued and outstanding.

The issuance of the foregoing shares of its common stock by the Company was made upon exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.  The parties receiving the shares are able to bear the investment’s economic risk, have access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the securities to the public.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
MEDIENT STUDIOS, INC.
     
Date: August 11, 2014
By:
/s/ Jake Shapiro
   
Name: Jake Shapiro
   
Title: Chief Executive Officer