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): August 22, 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 August 22, 2014, Medient Studios, Inc. (the “Company”) issued 253,000,000 shares of its common stock upon conversion of $46,299 in principal on a note issued by the Company on May 5, 2014, at a conversion price of $0.000183.
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 party receiving the shares is 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 27, 2014 | By: | /s/ Jake Shapiro |
| Jake Shapiro Chief Executive Officer | ||