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MONT > SEC Filings for MONT > Form 8-K on 28-Jun-2012All Recent SEC Filings

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Form 8-K for MONSTER OFFERS


28-Jun-2012

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02 Unregistered Sales of Equity Securities

On June 28, 2012, Monster Offers (the "Company") issued 25,000 shares of its unregistered common stock to Mr. Cleverson Schmidt, R. Jasmin, 310, Bl. B, Ap - 141, Campinas, Sao Paulo, Brazil, in exchange for entering into a consultant agreement to assist the Company in lead mobile application development, testing implementation, and support efforts as identified by the Company on an on-going basis.

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. Schmidt, 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. Schmidtwas 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. Schmidtacquired 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
                                      Filed
Exhibit     Exhibit Description      herewith   Form   Period Ending Exhibit  Filing Date
 10.16  Consulting Agreement with       X
        Cleverson Schmidt, dated
        April 23, 2012

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