UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): March
14, 2008
Medical
Design Studios, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-1382805
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26-0482524
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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7231
South Rome Street
Aurora,
Colorado
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80016
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (303)
956-7197
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT
REPORT ON FORM 8-K
MEDICAL
DESIGN STUDIOS, INC.
March
14,
2008
Item
5.01. Changes
in Control of Registrant.
On
March
14, 2008, Justin N. Craig, our President and Chief Executive Officer, privately
sold 9,140,000 shares of our common stock, constituting 91.4% of our outstanding
shares and all of the shares owned beneficially by him, to Vision Opportunity
Master Fund, Ltd. Certain other of our stockholders also sold shares of our
common stock to Vision Opportunity Master Fund. As a result of these
privately-negotiated sales, a change in control occurred from Mr. Craig to
Vision Opportunity Master Fund.
On
March
17, 2008, pursuant to prior approvals by stockholders owning in excess of a
majority of the voting power of our outstanding shares, we effected a 2-for-1
reverse stock split of our outstanding shares of common stock.
Following
the reverse stock split, we have 5,000,000 shares of common stock outstanding.
Of such shares, after giving effect to the privately-negotiated transactions
described above, Vision Opportunity Master Fund owns 4,720,000 shares of our
common stock, or 94.4% of our outstanding shares. Vision Opportunity Master
Fund
purchased these shares for a total of approximately $670,000 in cash, inclusive
of related acquisition costs. The source of the funding for the cash payment
was
the general working capital of Vision Opportunity Master Fund.
The
terms
of the purchase and sale transactions were as a result of arm’s-length
negotiations between the parties. None of the parties had any relationship
with
one another prior to this transaction.
Our
officers and directors, and the business focus of our company, were not changed
in connection with the purchase and sale transactions.
The
foregoing description of the purchase and sale transactions does not purport
to
be complete and is qualified in its entirety by reference to the full text
of a
private resale agreement, the form of which is filed as Exhibit 99.1 to this
current report and is incorporated herein by reference.
Item
5.03. Amendments
to Articles of Incorporation or ByLaws; Change in Fiscal
Year.
The
information set forth above in the second paragraph of Item 5.01 of this current
report is incorporated herein by reference in its entirety. A copy of the
Certificate of Amendment to Articles of Incorporation is attached as
Exhibit 3.1 to this current report.
Item
9.01. Financial
Statements and Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this current
report.
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3.1 |
Certificate
of Amendment to Articles of
Incorporation.
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99.1 |
Form
of Private Resale Agreement.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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MEDICAL
DESIGN STUDIOS, INC.
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Date:
March 17, 2008
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By: |
/s/ Justin
Craig |
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Justin
Craig |
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President
and Chief Executive Officer
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