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Re: Drugdoctor post# 7510

Tuesday, 02/04/2014 2:00:23 PM

Tuesday, February 04, 2014 2:00:23 PM

Post# of 54103
MDNT 14c (A/S increase) and Atlas Acquisition update:


There is a lot of unfounded, nonsense circulating the forum which is always expected on a very sexy story stock like MDNT. As promised, I would like to provide an update of my last conversation with Manu Kumaran regarding the 14c and Atlas acquisition. Please kindly note the following:

1. Proposed A/S Increase
Management confirms and reassures that the recently filed 14c was intended to be a one-time, "get it out of the way" registration with the NVSOS. It was confirmed that MDNT does not need 5B shares now or in the distant future although a slight increase in A/S is definitely needed to preserve Manu Kumaran's voting rights in light of the recent increase in the O/S. To understand this, the A/S must reserve enough shares to give majority voting rights to Manu Kumaran, in this case +51%. Given the game playing by a few trading groups and MMs alike to take stock lower for accumulation, it is important to realize that the O/S will hit at least 250MM within next week. Performing a simple math, it is rather clear that the current A/S of 500MM is just short of what is needed to give Manu Kumaran +51% voting right. In recognition of this fact, we have made the recommendation to modify the 14c to reflect an A/S increase in an increment of 250-500MM at this time given there are no imminent plans to sell big blocks of shares in a PP.

It should be understood by all that amendment filings cost money and that it is best to slightly over-reserve in this case. What I suggested to management and also mutually sensed was that a good number to be reserved hence filed with the NVSOS would be in the area of 750MM shares. Again, this increase is necessary to give Manu the voting rights granted under his preferred shares and nothing more. I will remind here that the preferred shares have no conversion benefits, they never did.

I would look for an update via SEC filings or a PR addressing this issue shortly.

2. Atlas Acquisition

There will be preferred shares used instead of commons

Drugdoctor, the company has not and will not be issuing preferred shares for this acquisition. One reason being here--and this is my professional opinion--is that the original financiers of [b]Yellow from whom we have acquired rights to the film were not given preferred shares when they did a debt to equity conversion at an average price of $1 per share. Given that the financiers and the folks at Atlas have a long standing relationship, I do not see MDNT or Atlas finalizing a deal that would under-cut the investment made by the original financiers, hence the deal for Atlas would most likely be similar to that of what had been secured with the original financiers:

Restricted common shares at price close to $1 per share

The second reason that this Atlas transaction will not involve preferred shares is that doing such would require creation of a second serie of preferreds subordinate to Manu Kumaran's rights. Had the transaction were to be for preferreds vs. commons, we would have seen an advance filing for a second series of preferred with the NVSOS which is not the case.

As of today, the records of the NVSOS for MDNT remain unchanged showing 550MM A/S:
https://www.nvsilverflume.gov/businessSearch
This is the record for all to monitor. It should be noted that an A/S increase cannot be effectuated without proper filings with the NVSOS and corporate charter amended.

So, keep an eye out here alongside the NVSOS:
http://www.sec.gov/cgi-bin/browse-edgar?company=Medient+Studios&owner=exclude&action=getcompany

On a closing note, I was trying to reach out to management tonight but they were on their way to a meeting in Charleston to close a deal and were not available until after 5:30pm which is near midnight my time.

What will come of MDNT remains to be seen.



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