sc13ddrodnik_masshystria.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act Of 1934

Mass Hysteria Entertainment Co., Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

(CUSIP Number)

5555 Melrose Avenue

Swanson Building, Suite 400

Hollywood, CA 90038

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07726

(212) 409-1212

September 8, 2009

(Date Of Event Which Requires Filing Of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.

SCHEDULE 13D

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Dan Grodnik

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

		(a)	o
		(b)	o

(3) SEC USE ONLY

(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)

(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o

(6) CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	15,000,000
	(8) SHARED VOTING POWER
	0
	(9) SOLE DISPOSITIVE POWER
	15,000,000
	(10) SHARED DISPOSITIVE POWER
	0

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,000,000

(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22%

(14) TYPE OF REPORTING PERSON

ITEM 1. SECURITY AND ISSUER.

The security upon which this report is based is the common stock, par value $0.001, of Mass Hysteria Entertainment Co., Inc., a Nevada corporation, with its principal place of business located at 5555 Melrose Avenue, Swanson Bldg., Suite 400, Hollywood, CA 90038.

ITEM 2. IDENTITY AND BACKGROUND.

The name of the person filing this statement is Dan Grodnik who is hereinafter sometimes referred to as the “Reporting Person.” Currently Mr. Dan Grodnik a principal shareholder of the Issuer. His principal place of business is located at 5555 Melrose Avenue, Swanson Bldg., Suite 400, Hollywood, CA 90038. His telephone number is (323) 956-8388.

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years which would make it subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

The Reporting Person is a citizen of California.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On August 5, 2009 (the “Closing Date”), the Issuer entered into a stock purchase agreement (the “Stock Purchase Agreement”) and consummated a share exchange transaction whereby the Issuer sold 15,000,000 of its outstanding shares of common stock of Mass Hysteria Entertainment Co., Inc. a Nevada corporation (“MHYS”), to the Reporting Person who now owns approximately 22% of the outstanding equity interests.

The Reporting Person is a party to the Stock Purchase Agreement effective August 5, 2009. As a result of the Stock Purchase Agreement, the Reporting Person acquired 15,000,000 shares of the common stock (the “Common Share”) of the Issuer, representing approximately 22% of the outstanding common shares post-transaction.

ITEM 4. PURPOSE OF TRANSACTION.

The acquisition by the Reporting Person of beneficial ownership of the shares of the Issuer’s Common Stock resulted from the closing of the stock purchase transaction undertaken by the Issuer to accomplish the acquisition of MHYS.

The Stock Purchase Agreement contains certain covenants on the Issuer’s part, including complying with the reporting and filing obligations applicable to the Issuer under the Securities Exchange Act of 1934, as amended.

Except as set forth herein or disclosed in any other SEC filing, the Reporting Person has no plans or proposals which would relate to or result in:

(a)

The acquisition by any person of additional securities of the Company, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Company;

(f)

Any other material change in the Issuer's business or corporate structure;

(g)

Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)

Any action similar to any of those enumerated above.

The Reporting Person reserves the right from time to time to acquire or dispose of shares of the common stock, or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)	As of the date hereof, the Reporting Person acquired 15,000,000 shares of the issued and outstanding common stock of the Issuer. Such amount represented 22% of the total issued and outstanding common shares of the Issuer.

(b)	The Reporting Person holds sole voting and dispositive power over the Common Shares of the Issuer as issued to the Reporting Person.

(c)	Except as disclosed above, the Reporting Person has not effectuated any transaction in the Common Shares during the past 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than the Agreement, as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibits

None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 14, 2009

By:	/s/Dan Grodnik
	Dan Grodnik