0001144204-14-047558.txt : 20140807 0001144204-14-047558.hdr.sgml : 20140807 20140807091546 ACCESSION NUMBER: 0001144204-14-047558 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140807 DATE AS OF CHANGE: 20140807 GROUP MEMBERS: JOSHUA SASON GROUP MEMBERS: MAGNA EQUITIES II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mass Hysteria Entertainment Company, Inc. CENTRAL INDEX KEY: 0001388488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 203107499 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84999 FILM NUMBER: 141022022 BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: 6TH FLOOR, SUITE 73 CITY: CENTURY CITY STATE: CA ZIP: 90048 BUSINESS PHONE: 310-285-7800 MAIL ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: 6TH FLOOR, SUITE 73 CITY: CENTURY CITY STATE: CA ZIP: 90048 FORMER COMPANY: FORMER CONFORMED NAME: Michael Lambert, Inc. DATE OF NAME CHANGE: 20070131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magna Group LLC CENTRAL INDEX KEY: 0001557712 IRS NUMBER: 272162659 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 1604 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 3474914240 MAIL ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 1604 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 v386006_sc13g.htm SC 13G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2

 

Mass Hysteria Entertainment Company, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.00001 PAR VALUE
(Title of Class of Securities)
 
57541P209
(CUSIP Number)
 
August 5, 2014
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
þRule 13d-1(c)
¨Rule 13d-1(d)

 

(Page 1 of 11 Pages)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209 Page 2 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS
Magna Management, LLC

 

2.

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

(b) ¨

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
New York

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

SOLE VOTING POWER
-0- (See Item 4)

 

6.

 

 

 SHARED VOTING POWER
-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

 

7.

 

 

 SOLE DISPOSITIVE POWER
5,649,381 *

8.

 

 

SHARED DISPOSITIVE POWER
-0- (See Item 4)

 

 

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,649,381 *

 

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)          ¨

11.

 

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 57,064,457 outstanding shares of Common Stock)

12.

 

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company

 

 
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209  

 

1.

NAMES OF REPORTING PERSONS
Magna Equities II, LLC

 

2.

 

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

(b) ¨

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
New York

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER
-0- (See Item 4)

6.

 

  

SHARED VOTING POWER
-0- (See Item 4)

 

EACH

REPORTING

PERSON

WITH

7.

 

 

SOLE DISPOSITIVE POWER
5,649,381 *

 

8.

 

 

SHARED DISPOSITIVE POWER
-0- (See Item 4) 

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

9.

 

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,649,381*
 

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

10.

 

 

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)           ¨

11.

 

 

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 57,064,457outstanding shares of Common Stock)

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company

 

 

3
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

1.

NAMES OF REPORTING PERSONS
Joshua Sason

 

2.

 

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

(b) ¨

3.

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

 

5.

 

 

 

SOLE VOTING POWER
-0- (See Item 4)

6.

 

 

 SHARED VOTING POWER
-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

7.

 

 

 SOLE DISPOSITIVE POWER
5,649,381 *
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)

  

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

9.

 

  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,649,381 *

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

 

10.

 

 

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)              £

11.

  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 57,064,457 outstanding shares of Common Stock)

12.

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 

 

4
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

Item 1.

 

(a)Name of Issuer
Mass Hysteria Entertainment Company Inc., a Nevada corporation

 

(b)Address of Issuer’s Principal Executive Offices
2920 W. Olive Avenue, Suite 208
Burbank, CA 91505

 

Item 2.

(a)Name of Person Filing

 

This Schedule 13G is being jointly filed by Magna Management, LLC, a New York limited liability company (“ Magna Management ”), Magna Equities II, LLC, a New York limited liability company (“ Magna Equities II ”), and Joshua Sason (each, a “ Reporting Person ” and, collectively, the “ Reporting Persons ”) with respect to shares of common stock, $0.00001 par value, of the Issuer (the “ Common Stock ”) owned directly by Magna Management.

 

(b)The address of the principal business office of each of the Reporting Persons is:

5 Hanover Square, New York, New York 10004.

 

(c)Citizenship

Magna Management is a New York limited liability company.

Magna Equities II is a New York limited liability company.

Mr. Sason is a United States citizen.

 

(d)Title of Class of Securities

Common Stock, $0.00001 par value

 

(e)CUSIP Number

57541P209

 

5
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

 (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

 

6
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

  (b) Percent of class:

 

The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. 

 

  (c) Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

    The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

 

(ii)Shared power to vote or to direct the vote

 

    The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of

 

    The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of

 

    The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

 

The 5,649,381 shares of Common Stock owned directly by Magna Management were acquired by Magna Management pursuant to the conversion of a $30,000 Convertible Promissory Note.

 

Mr. Sason is the Chief Executive Officer of Magna Management and owns all of the membership interests in Magna Management. Accordingly, Mr. Sason, subject to the limitations of the rights described above, has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all securities owned directly by Magna Management, including, without limitation, the Common Stock. Mr. Sason does not directly own any shares of Common Stock. Under Rule 13d-3 under the Exchange Act, Mr. Sason may be deemed to beneficially own the shares of Common Stock owned directly by Magna Management. Magna Management is not a registered broker-dealer, and neither Magna Management nor any of its affiliates is an affiliate or an associated person of a registered broker-dealer. Magna Equities II, LLC is an affiliated entity to Magna Management, LLC.

 

7
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

  

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[Signatures on following page]

 

8
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

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.

 

Dated:  August 6, 2014  
   
  Magna Equities II, LLC
     
  By:   /s/ Joshua Sason
    Name: Joshua Sason
    Title: Chief Executive Officer
       
  Magna Management, LLC
   
  By:   /s/ Joshua Sason
    Name: Joshua Sason
    Title: Chief Executive Officer
       
  Joshua Sason
   
      /s/ Joshua Sason
      JOSHUA SASON

 

9

 

 EX-99.1 2 v386006_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99-1

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

EXHIBIT INDEX TO SCHEDULE 13G

 

EXHIBIT 1

 

Joint Filing Agreement, dated as of August 6, 2014, by and between Magna Equities II, LLC, Magna Management, LLC, and Joshua Sason.

 

Exhibit 1

 

Joint Filing Agreement

 

This Joint Filing Agreement, entered into and effective as of August 6, 2014, is made by and between Magna Equities II, LLC, Magna Management, LLC, and Joshua Sason (each, a “ Filer ” and, collectively, the “ Filers ”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G (the “ Schedule 13G ”) is filed on behalf of each of the Filers and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate. Each Filer consents to the filing of this Joint Filing Agreement as an exhibit to the Schedule 13G.

 

This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.

 

[ Signature Page Follows ]

 

 
 

 

SCHEDULE 13G

 

CUSIP No. 57541P209

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date set forth above.

 

  Magna Equities II, LLC
   
  By:   /s/ Joshua Sason
    Name: Joshua Sason
    Title: Chief Executive Officer
       
  Magna Management, LLC
       
  By:   /s/ Joshua Sason
    Name: Joshua Sason
    Title: Chief Executive Officer
       
  Joshua Sason
   
      /s/ Joshua Sason
      JOSHUA SASON