UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
☒ Preliminary
Information Statement
☐ Definitive
Information Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
MEDIENT
STUDIOS, INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒ No
fee required.
☐ Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1) |
Title
of each class of securities to which transaction applies:___________ |
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(2) |
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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(4) |
Proposed
maximum aggregate value of transaction:____________ |
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(5) |
Total
fee paid:____________ |
☐ Fee
paid previously with preliminary materials.
☐ 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.
(1)
Amount Previously Paid:___________
(2)
Form, Schedule or Registration Statement No.:___________
(3)
Filing Party:___________
(4)
Date Filed:___________
MEDIENT STUDIOS, INC.
131
Southern Boulevard
Savannah,
GA 31405
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
This
information statement has been mailed on or about _____, 2014 to the shareholders of record on August 19, 2014 (the “Record
Date”) of Medient Studios, Inc., a Nevada corporation (the “Company”), in connection with certain actions to
be taken by the written consent by the holders of a majority of the voting power of the outstanding capital stock of the Company,
dated as of August 19, 2014. The actions to be taken pursuant to the written consents may be taken on or about ______, 2014, 20
days after the mailing of this information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
By
Order of the Board of Directors,
/s/
Jake Shapiro
Chief
Executive Officer
NOTICE
OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SHARES
OF CAPITAL STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS, DATED AUGUST 19, 2014.
To
the Company’s Shareholders:
NOTICE
IS HEREBY GIVEN that the following actions have been approved pursuant to the written consent of the holders of a majority
of the voting power of the outstanding capital stock of the Company dated August 19, 2014, in lieu of a special meeting of the
shareholders.
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1. |
To
amend the Company’s Articles of Incorporation (the “Articles”) to change the name of the Company to “Moon
River Studios, Inc.” and |
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2. |
To
authorize the board of directors of the Company to amend its Articles to effectuate a one-for-one-thousand (1:1,000) reverse
split of (i) the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common
Stock”); and (ii) the Company’s issued and outstanding shares of Series A Preferred Stock, par value $0.001 per
share (“Series A Preferred”). |
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the record date of August 19, 2014 (the “Record Date”), the Company’s authorized capitalization consisted
of 500,000,000,000 shares of Common Stock, of which 2,644,187,167shares were issued and outstanding and 50,000,000 shares of Series
A Preferred, of which 50,000,000 shares were issued and outstanding. Each share of Common Stock entitles its holder to one (1)
vote on each matter submitted to the shareholders and each share of Series A Preferred entitles its holder to two hundred fifty
(250) votes on each matter submitted to the shareholders. However, because shareholders holding a majority of the voting rights
of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions by resolution dated
as of the Record Date, no other shareholder consents will be solicited in connection with this Information Statement.
Shareholders
of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until
a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates
that the amendments discussed above will be effected on or about the close of business of _______, 2014.
This
Information Statement will serve as written notice to shareholders pursuant to Section 78.370 of the Nevada Revised Statutes.
ABOUT
THE INFORMATION STATEMENT
What
is the Purpose of the Information Statement?
This
Information Statement is being furnished to you pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to notify the Company’s shareholders as of the Record Date of certain corporate actions expected
to be taken pursuant to the consents or authorizations of shareholders representing a majority of the voting rights of the Company’s
outstanding capital stock.
Shareholders
holding a majority of the voting power of the Company’s outstanding capital stock voted in favor of the corporate matters
outlined in this Information Statement, consisting of the amendments to the Company’s Articles to: (1) change the name of
the Company to “Moon River Studios, Inc.” (the “Name Change”), and (2) effectuate a one-for-one-thousand
(1:1,000) reverse split of (a) the Company’s issued and outstanding shares of Common Stock; and (b) the Company’s
issued and outstanding shares of Series A Preferred (the “Reverse Split”, and together with the Name Change, the “Actions”).
Who
is Entitled to Notice?
Each
outstanding share of Common Stock and Series A Preferred, as of the Record Date will be entitled to notice of each matter to be
voted upon pursuant to consents or authorizations. Shareholders as of the close of business on the Record Date that held in excess
of fifty percent (50%) of the voting power of the Company’s outstanding shares of capital stock voted in favor of the Actions.
What
Constitutes the Voting Shares of the Company?
The
voting power entitled to vote on the Actions consists of the vote of the holders of a majority of the voting power of the outstanding
capital stock comprised of the holders of the Company’s outstanding Common Stock, each of whom is entitled to one vote per
share, and the Company’s Series A Preferred, each of whom is entitled to two hundred fifty (250) votes per share. As of
the Record Date, there were 2,644,187,167shares of Common Stock and 50,000,000 shares of Series A Preferred issued and outstanding.
What
Corporate Matters Have the Shareholders Vote For?
Shareholders
holding a majority of the voting power of the Company’s outstanding stock have voted in favor of the following Actions:
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1. |
To
amend the Company’s Articles to change the name of the Company to “Moon River Studios, Inc.” and |
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To
authorize the board of directors of the Company to amend its Articles to effectuate a one-for-one-thousand (1:1,000) Reverse
Split of (i) the Company’s issued and outstanding shares of Common Stock; and (ii) the Company’s issued
and outstanding shares of Series A Preferred. |
What
Vote is Required to Approve the Actions?
The
affirmative vote of a majority of the voting power of the shares of the Company’s capital stock outstanding on the Record
Date was required to approve of the Actions. A majority of the voting power of the outstanding shares of capital stock have voted
in favor of the Actions. The holders who have voted in favor of the Actions comprise one person named in the beneficial ownership
table appearing below Jake Shapiro.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of August
19, 2014 by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each
of the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”)
and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table
below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them. Capital
stock beneficially owned and percentage ownership is based on 2,644,187,167shares of Common Stock and 50,000,000 shares of Series
A Preferred outstanding on the Record Date and assuming the exercise of any options or warrants or conversion of any convertible
securities held by such person, which are presently exercisable or will become exercisable within 60 days of the Record Date.
Name and Address | |
Number and
Class of
Shares | | |
Percentage of Outstanding Common Shares (1) | |
Jake Shapiro | |
| 3,000,000 common | | |
| 79.11 | % |
1635 Old River Road. | |
| 40,000,000 preferred | | |
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Bloomingdale, GA 31302 | |
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Graham Bradstreet | |
| 1,500,000 common | | |
| * | |
1635 Old River Road | |
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Bloomingdale, GA 31302 | |
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Charles Koppelman 1330 Avenue of the Americas Suite 1800 New York, NY 10019 | |
| 5,000,000 common | | |
| * | |
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Joseph Giamichael | |
| 1,100,000 common | | |
| * | |
1576 Third Avenue | |
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New York, NY 10128 | |
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David Patterson
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| 29,565,217 common | | |
| 1.12 | % |
45 West 132nd Street
| |
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Apt 10E
New York, NY 10037
| |
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Directors/ Officers | |
| 49,165,217 common | | |
| 79.41 | % |
As a group five(5) persons | |
| 40,000,000 preferred | | |
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| |
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Manu Kumaran | |
| 10,312,000 common | | |
| 48.80 | % |
1635 Old River Road. | |
| 10,000,000 preferred | | |
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Bloomingdale, GA 31302 | |
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*
Less than 1%
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(1) |
Applicable
percentage ownership is based on 2,644,187,167shares of Common Stock outstanding as of August 19, 2014, together with securities
exercisable or convertible into shares of common stock within 60 days of August 19, 2014 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with
respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of August 19, 2014
are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
ACTION I
AMENDMENT OF THE COMPANY’S ARTICLES
OF INCORPORATION TO EFFECT THE
NAME CHANGE
The Board of Directors and holders of
a majority of the voting power of the Company’s outstanding capital stock have approved an amendment to the Company’s
Articles to change the name of the Company to “Moon River Studios, Inc.” in the form attached hereto as Appendix
A.
Reasons for the Name Change
The Board of Directors believes the
Name Change will be in the best interest of the Company as the new name better reflects the long-term strategy and identity of
the Company. While the “Medient Studios, Inc.” name has served the Company over time, the Company’s management
believes this opportunity presented the right timing to change the Company’s name. Therefore, the Board of Directors and
holders of a majority of the Company’s outstanding voting capital determined that the Company should change its name to “Moon
River Studios, Inc.”
No Appraisal Rights
Under Nevada law and the Company’s
charter documents, holders of the Company’s Common Stock and Series A Preferred will not be entitled to dissenter’s
rights or appraisal rights with respect to the Name Change.
ACTION II
TO AUTHORIZE THE BOARD OF DIRECTORS
TO EFFECTUATE THE
AMENDMENT OF THE COMPANY’S ARTICLES
OF INCORPORATION TO EFFECT THE
REVERSE SPLIT
The Board of Directors and the holders
of a majority of the Company’s outstanding voting capital have adopted resolutions approving an amendment to the Company’s
Articles to effectuate a Reverse Split of the Company’s issued and outstanding Common Stock and Series A Preferred, as described
below.
The form of the amendment to the Company’s
Articles to effectuate a Reverse Split of the Company’s issued and outstanding Common Stock and Series A Preferred will be
substantially as set forth on Appendix A (subject to any changes required by applicable law). The shareholder
approval authorizes the Company’s Board of Directors to amend its Articles to effectuate a one-for-one-thousand (1:1,000)
Reverse Split of (a) the Company’s issued and outstanding shares of Common Stock; and (b) the Company’s issued and
outstanding shares of Series A Preferred. Any fractional shares will be rounded up to the next whole number.
Background and Reasons for the Reverse
Split; Potential Consequences of the Reverse Split
The Board of Directors is effecuating
a Reverse Split, with the approval of holders a majority of the Company’s outstanding voting capital with the primary intent
of increasing the market price of the Company’s Common Stock to make the Common Stock more attractive to a broader range
of institutional and other investors. Accordingly, the Company believes that effecting the Reverse Split is in the Company’s
and the Company’s shareholders’ best interests.
The Board of Directors believes that
an increased stock price may encourage investor interest and improve the marketability of the Common Stock to a broader range of
investors, and thus enhance liquidity. Because of the trading volatility often associated with low-priced stocks, many brokerage
firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks
or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because brokers’
commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced
stocks, the current share price of the Common Stock can result in an individual stockholder paying transaction costs that represent
a higher percentage of total share value than would be the case if the share price of the Common Stock were substantially higher.
This factor may also limit the willingness of institutions to purchase the Common Stock. The Board of Directors believes that the
anticipated higher market price resulting from the Reverse Split could enable institutional investors and brokerage firms with
such policies and practices to invest in the Common Stock.
Although the Company expects the Reverse
Split will result in an increase in the market price of the Common Stock, the Reverse Split may not increase the market price of
the Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding or result in a permanent
increase in the market price, which is dependent upon many factors, including the Company’s performance, prospects and other
factors detailed from time to time in its reports filed with the Commission. The history of similar reverse stock splits for companies
in like circumstances is varied. If the Reverse Split is effected and the market price of the Common Stock declines, the percentage
decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would
occur in the absence of a reverse stock split.
Effect of the Reverse Split on Holders
of Outstanding Common Stock
The Company has no current plans for
additional shares of authorized but unissued Common Stock and Series A Preferred that will become available as a result of the
Reverse Split. The Reverse Split will become effective upon the filing (the “Effective Time”) of the amendment, the
form of which is annexed hereto as Appendix A, to the Company’s Articles with the Secretary of State of
the State of Nevada. Immediately after the Effective Time, (i) each one thousand (1,000) shares of Common Stock will be combined
into one (1) new share of Common Stock and (ii) each one thousand (1,000) shares of Series A Preferred will be combined into one
(1) new share of Series A Preferred. Based on 2,644,187,167shares of Common Stock and 50,000,000 shares of Series A Preferred issued
and outstanding as of August 19, 2014, immediately following the Reverse Split the Company would have approximately 2,644,187 shares
of Common Stock and 50,000 shares of Series A Preferred issued and outstanding (without giving effect to rounding for fractional
shares).
The Reverse Split will affect all holders
of the Company’s Common Stock and Series A Preferred uniformly and will not affect any shareholder’s percentage ownership
interest in the Company, except that as described below in “— Fractional Shares,” record holders of Common Stock
and Series A Preferred otherwise entitled to a fractional share as a result of the Reverse Split will be rounded up to the next
whole number. In addition, the Reverse Split will not affect any shareholder’s proportionate voting power (subject to
the treatment of fractional shares).
The Reverse Split may result in some
shareholders owning “odd lots” of less than 100 shares of Common Stock or Series A Preferred. Odd lot shares may
be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher
than the costs of transactions in “round lots” of even multiples of 100 shares.
After the Effective Time, the Company’s
Common Stock will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which is a number used to
identify the Company’s equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for
stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Split, the Company
will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The Common Stock will continue
to be quoted on the Over-the-Counter Pink Marketplace. However, as a result of the Name Change, it is possible that the Company’s
ticker symbol will be changed.
Beneficial Holders of Common Stock
(i.e., shareholders who hold in street name)
Upon the implementation of the Reverse
Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian or other nominee in the same
manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees
will be instructed to effectuate the Reverse Split for their beneficial holders holding the Common Stock in street name. However,
these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the
Reverse Split. Shareholders who hold shares of the Common Stock with a bank, broker, custodian or other nominee and who have
any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered “Book-Entry”
Holders of Common Stock (i.e., shareholders that are registered on the transfer agent’s books and records but do not hold
stock certificates)
Certain of the Company’s registered
holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These shareholders
do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement
reflecting the number of shares registered in their accounts.
Shareholders who hold shares electronically
in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares
of post-Reverse Split Common Stock, subject to adjustment for treatment of fractional shares.
Holders of Certificated Shares of
Common Stock
Shareholders holding shares of the Company’s
Common Stock or Series A Preferred in certificated form will be sent a transmittal letter by the Company’s transfer agent
after the Effective Time. The letter of transmittal will contain instructions on how a shareholder should surrender his, her
or its certificate(s) representing shares of the Common Stock or Series A Preferred (the “Old Certificates”) to
the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split Common
Stock or Series A Preferred (the “New Certificates”). No New Certificates will be issued to a shareholder until such
shareholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the
transfer agent. No shareholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Shareholders
will then receive a New Certificate(s) representing the number of whole shares of Common Stock or Series A Preferred that
they are entitled as a result of the Reverse Split, subject to the treatment of fractional shares described below. Until surrendered,
the Company will deem outstanding Old Certificates held by shareholders to be cancelled and only to represent the number of whole
shares of post-Reverse Split Common Stock to which these shareholders are entitled, subject to the treatment of fractional shares. Any
Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically
be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the
New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).
SHAREHOLDERS SHOULD NOT DESTROY ANY
STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional Shares
The Company does not currently intend
to issue fractional shares in connection with the Reverse Split. Therefore, the Company will not issue certificates representing
fractional shares. In lieu of issuing fractions of shares, the Company will round up to the next whole number.
Effect of the Reverse Split on Employee
Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities
Proportionate adjustments will be made
based on the ratio of the Reverse Split to the per share exercise price and the number of shares issuable upon the exercise or
conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange
for, or convert into, shares of Common Stock. This will result in approximately the same aggregate price being required to be paid
under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares
of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Split as was the
case immediately preceding the Reverse Split. The number of shares deliverable upon settlement or vesting of restricted stock awards
will be similarly adjusted, subject to the Company’s treatment of fractional shares. The number of shares reserved for issuance
pursuant to these securities will be proportionately based upon the Reverse Split ratio, subject to the Company’s treatment
of fractional shares.
Effect on Par Value
The Amendment will not affect the par
value of the Company’s Common Stock and Series A Preferred, which will remain $0.001 per share.
Accounting Matters
As of the Effective Time, the stated
capital attributable to Common Stock and Series A Preferred and the additional paid-in capital account on the Company’s balance
sheet will not change due to the Reverse Split. Reported per share net income or loss will be higher because there will be fewer
shares of Common Stock and Series A Preferred outstanding.
Certain Federal Income Tax Consequences of the Reverse
Split
The following summary describes certain
material U.S. federal income tax consequences of the Reverse Split to holders of the Company’s Common Stock.
Unless otherwise specifically indicated
herein, this summary addresses the tax consequences only to a beneficial owner of the Common Stock that is a citizen or individual
resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District
of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of the Common Stock (a “U.S.
holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration
of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a
valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless
of its source may also be a U.S. holder. This summary does not address all of the tax consequences that may be relevant to any
particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes
of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to
(i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift
institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons
subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies,
(ii) persons that hold the Common Stock as part of a position in a “straddle” or as part of a “hedging,”
“conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not
hold the Common Stock as “capital assets” (generally, property held for investment).
If a partnership (or other entity classified
as a partnership for U.S. federal income tax purposes) is the beneficial owner of the Common Stock, the U.S. federal income tax
treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.
Partnerships that hold the Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the
U.S. federal income tax consequences of the Reverse Split.
This summary is based on the provisions
of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all
as in effect as of the date of this information statement. Subsequent developments in U.S. federal income tax law, including changes
in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income
tax consequences of the Reverse Split.
PLEASE CONSULT YOUR OWN TAX ADVISOR
REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN YOUR PARTICULAR
CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
U.S. Holders
The Reverse Split should be treated
as a recapitalization for U.S. federal income tax purposes. Therefore, a shareholder generally will not recognize gain or loss
on the Reverse Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse
Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split
shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding
period of the post-split shares received will include the holding period of the pre-split shares exchanged. A holder of the pre-split
shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of
the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain
or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year.
No gain or loss will be recognized by us as a result of the Reverse Split.
No Appraisal Rights
Under Nevada law and the Company’s
charter documents, holders of the Company’s Common Stock or Series A Preferred will not be entitled to dissenter’s
rights or appraisal rights with respect to the Reverse Split.
No Going Private Transaction
Notwithstanding the decrease in the
number of outstanding shares following the Reverse Split, the Board of Directors does not intend for this transaction to be the
first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the
Exchange Act.
Interests of Certain Persons in the Action
Certain of the Company’s officers
and directors have an interest in this Action as a result of their ownership of shares of Common Stock and Series A Preferred,
as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” above. However,
we do not believe that our officers or directors have interests in this Action that are different from or greater than those of
any other of our stockholders.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement includes
forward-looking statements. You can identify the Company’s forward-looking statements by the words “expects,”
“projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,”
“estimates” and similar expressions.
The forward-looking statements are based
on management’s current expectations, estimates and projections about us. The Company cautions you that these statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition,
the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate.
Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking
statements.
You should rely only on the information
the Company has provided in this Information Statement. The Company has not authorized any person to provide information other
than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume
that the information in this Information Statement is accurate as of any date other than the date on the front of the document.
HOUSEHOLDING
Only one Information Statement is being
delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders.
This practice, known as “house holding,” is intended to eliminate duplicate mailings, conserve natural resources and
help us reduce our printing and mailing costs. We undertake to deliver promptly upon written or oral request a separate copy of
the information statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
If multiple stockholders sharing an
address have received one copy of this Information Statement and would prefer us to mail each stockholder a separate copy of future
mailings, you may send your request to: Medient Studios, Inc., 131 Southern Boulevard, Savannah, GA 31405 or call us at (912) 298-2000.
Additionally, if current stockholders with a shared address received multiple copies of this Information Statement and would prefer
us to mail one copy of future mailings to stockholders at the shared address, you may send your request to the above mailing address
or call the above phone number.
ADDITIONAL INFORMATION
The Company will provide upon
request and without charge to each shareholder receiving this Information Statement a copy of the Company’s Annual Report
on Form 10-K filed on March 31, 2014, as amended, which includes audited financial statements for the period ended December 31,
2013 and 2012 and the quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, including the financial
statements and financial statement schedule information included therein, as filed with the Commission. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference
Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.
By order of the Board of Directors |
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August 29, 2014 |
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/s/ Jake Shapiro |
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Jake Shapiro |
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Chief Executive Officer |
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ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684-5708
Website:
www.nvsos.gov |
|
Certificate
of Amendment
(PURSUANT
TO NRS 78.385 AND 78.390) |
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY |
Certificate
of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
2.
The articles have been amended as follows: (provide article numbers, if available)
Article
1. The name of the corporation is Moon River Studios, Inc.
Article
3. The aggregate number of shares which this corporation shall have authority to issue is 550,000,000 shares, which shall
be divided into two classes as follows: 500,000,000 shares of common stock, par value $.001 per share ("Common Stock"),
and 50,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock"). See Annex A
|
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation* have voted in
favor of the amendment is:
4.
Effective date and time of filing: (optional) |
Date: |
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Time: |
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(must
not be later than 90 days after the certificate is filed) |
5.
Signature: (required)
Signature
of Officer
*If
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders
of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations
or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This
form must be accompanied by appropriate fees. |
Nevada
Secretary of State Amend Profit-After
Revised:
11-27-13 |
Annex A
Upon the filing and effectiveness (the "Effective Time")
pursuant to the Nevada Revised Statutes of this Certificate of Amendment, each one thousand (1,000) shares of Common Stock issued
and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable
share of Common Stock without any further action by the Corporation or the holder thereof; provided that no fractional shares shall
be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest
whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Common
Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented
by the Old Common Certificate shall have been combined, subject to the treatment of fractional shares as described above.
Additionally, upon the Effective Time, each one thousand (1,000)
shares of Preferred Stock issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly
issued, fully paid and non-assessable share of Preferred Stock without any further action by the Corporation or the holder thereof;
provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation
shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares
of Preferred Stock ("Old Preferred Certificates"), shall thereafter represent that number of shares of Preferred Stock
into which the shares of Preferred Stock represented by the Old Preferred Certificate shall have been combined, subject to the
treatment of fractional shares as described above.
12