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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
December 29, 2010
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Monster Offers
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53266 26-1548306
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(Commission File Number) (IRS Employer Identification No.)
P.O. Box 1092, Bonsall, CA 92003
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(Address of Principal Executive Offices) (Zip Code)
(760) 208-4905
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed, since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2010, Monster Offers (the "Company"), a Nevada corporation
(OTCBB: MONT) (the "Company"), executed a drawdown equity financing agreement
and registration rights agreement (collectively the "Agreements") with Auctus
Private Equity Fund, LLC ("Auctus").
In accordance with the Agreements, Auctus has committed, subject to certain
conditions, to purchase up to $10 million of the Company's Common stock, par
value $0.001, over a term of up to three years. Although the Company is not
mandated to sell shares under the Agreements, the Agreements give the Company
the option to sell to Auctus shares of Common Stock at a per share purchase
price of equal to 97% of the lowest closing bid price during the five trading
days following the Company's delivery of notice to Auctus (the "Notice"). At
its option, the Company may set a floor price under which Auctus may not sell
the shares which were the subject of the Notice. The maximum amount of Common
Stock that the Company can sell pursuant to any Notice is the greater of: (i)
an amount of shares with an aggregate maximum purchase price of $500,000 or
(ii) 200% of the average daily the trailing ten (10) days preceding the
Drawdown Notice date whichever is of a larger value.
Auctus is not required to purchase the shares, unless the shares which are
subject to the Notice have been registered for resale and are freely tradable
in accordance with the Federal securities laws, including the Securities Act of
1933, as amended. The Company is obligated to file with the U.S. Securities
and Exchange Commission (the "SEC") a registration statement on Form S-1 within
30 days from the date of the Agreements and to use all commercially reasonable
efforts to have such registration statement declared effective by the SEC
within 120 days of filing.
The Company has agreed to pay Auctus a non-refundable origination fee equal to
Two Thousand Five Hundred Dollars ($2,500) which will be paid immediately upon
execution of the Drawdown Equity Financing Facility term sheet and Five
Thousand Dollars ($5,000) in cash which will be taken out of the proceeds of
the first Drawdown.
Item 9.01 Exhibits
Exhibit
10.6 Drawdown Equity Financing Agreement between Monster Offers and Auctus
Private Equity Fund, LLC dated December 23, 2010.
10.7 Registration Rights Agreement between Monster Offers and Auctus Private
Equity Fund, LLC dated December 23, 2010.
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SIGNATURES
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.
Monster Offers
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Registrant
By: /s/ Paul Gain
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Name: Paul Gain
Title: Chairman and CEO
Dated: January 3, 2011
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