Mass Hysteria Entertainment Co. (fka MHYS)

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MHYS: Debt Conversion Agreement with Daniel Grodnik

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10146297

On August 8, 2014, Mass Hysteria Entertainment Company, Inc. (the “ Company ” ) entered into a debt conversion agreement with Daniel Grodnik ( “ Grodnik ” ) (the “ Debt Settlement Agreement ” ), sole member of the Company ’ s Board of Directors and the Company ’ s Chief Executive Officer, under which the Company agreed to convert liabilities of $371,428.50, representing a portion of Grodnik ’ s accrued salary reflected on the financial records of the Corporation, into shares of common stock of the Company, at a conversion price of $0.002 per share, for a total of 185,714,250 shares (the “ Shares). The Company relied upon the exemption from registration found in Section 4(a)(2) of the Securities Act of 1933 for the issuance of the Shares.

The foregoing description of the Debt Conversion Agreement is qualified in its entirety by reference to such Debt Conversion Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.