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MONT > SEC Filings for MONT > Form 8-K on 2-Jan-2013All Recent SEC Filings

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Form 8-K for MONSTER OFFERS


2-Jan-2013

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


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

-2-

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