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): July 5, 2010
MEDICAL
DESIGN STUDIOS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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333-144596
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26-0482524
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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7231
South Rome Street
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
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Medical
Design Studios, Inc.
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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Item
5.07
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Submission
of Matters to a Vote of Security
Holders.
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On July
5, 2010, Medical Design Studios, Inc. (the "Company") transferred to a
newly-formed company controlled by Justin N. Craig, the
Company’s President, Chief Executive Officer, Chief Financial Officer and
Chairman (the "Buyer"), certain operating assets associated with the continuing
operations of the Company's digital medical illustration and animation business,
subject to related liabilities (the "Business"). Pursuant to the
terms of an Agreement of Transfer with the Buyer (the "Transfer Agreement"), the
Company transferred the Business to the Buyer for a cash purchase price of
$100.00 and other good and valuable consideration including the assumption by
the Buyer of all liabilities and debts of the Company which relate to or arise
out of the operations of the Business and the indemnification by the Buyer of
all losses, liabilities, claims, damages, costs and expenses that may be
suffered by the Company at any time which arise out of the operations of the
Business. The transfer of the Business pursuant to the Transfer Agreement
was approved by the board of directors of the Company and the holder of 94.4% of
the Company’s outstanding shares of common stock. The purchase price
for the transfer was determined as a result of arm’s-length negotiation between
the parties. The foregoing summary of the Transfer Agreement is
qualified in its entirety by reference to the full text of the Transfer
Agreement, a copy of which is attached as Exhibit 2.1 to this current report,
which is incorporated herein in its entirety by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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2.1
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Agreement
of Transfer, dated as of July 5, 2010, by and between Medical Design
Studios, Inc. and a newly-formed company controlled by Justin N.
Craig.
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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 hereunto
duly authorized.
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MEDICAL
DESIGN STUDIOS, INC.
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Date:
July 6, 2010
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By:
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/s/
Justin N. Craig
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Justin
N. Craig
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President
and Chief Executive Officer
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