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EX-10.23 - CONSULTING AGREEMENT - Monster Arts Inc.ex1023consagr.htm

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): December 27, 2012

 

 

Monster Offers

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-53266

 

Nevada   26-1548306  
(State or other jurisdiction of   (IRS Employer  
  incorporation)   Identification No.)
             

 

27665 Forbes Road, Laguna Niguel  CA   92677  
  (Address of principal executive offices)   (Zip Code)
             

 

949-335-5350

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

[ ] 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 3.02 Unregistered Sales of Equity Securities

 

On December 27, 2012, Monster Offers (the “Company”) issued 3,333 shares of its unregistered restricted common stock to Mr. Sterling Arthur Leva, 24941 Adelanto Dr., Laguna Niguel, CA 92677, in exchange for entering into a consultant agreement to assist the Company in directing, and implementing its marketing plans and public relation strategies for promoting the Company’s products and services and to help the Company conduct a public relations campaign for a period of five (5) months, ending May 31, 2013.

 

The shares will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

 

Mr. Sterling Arthur Leva, an individual, is a financially sophisticated individual. Before he received these unregistered securities, he was known to us and our management, through pre-existing business relationships. We did not engage in any form of general solicitation or general advertising in connection with this transaction. Mr. Sterling Arthur Leva was provided access to all material information, which he requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. Mr. Sterling Arthur Leva acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. He understood the ramifications of his actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

      Incorporated by reference
Exhibit Exhibit Description Filed herewith Form Period Ending Exhibit Filing Date
10.23 Consulting Agreement between Sterling Arthur Leva and Monster Offers, dated December 27, 2012 X        

 

 

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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, hereunto duly authorized.

 

  MONSTER OFFERS
                 Registrant
   
 Date: December 31, 2012 By:/s/ Wayne Irving II
  Wayne Irving II
Chairman, Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

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