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MONT > SEC Filings for MONT > Form 8-K on 10-Jan-2013All Recent SEC Filings

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Form 8-K for MONSTER OFFERS


10-Jan-2013

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02 Unregistered Sales of Equity Securities

On January 9, 2013, Monster Offers (the "Company") issued fifty thousand (50,000) shares of its unregistered restricted common stock to Ambrosial Consulting Group, LLC, a Nevada Limited Liability Company, Ms. J. Salwender, managing member, located at8871 W. Flamingo Road #2-02, Las Vegas, NV 89147, in exchange for entering into a consultant agreement for a period of six (6) months, ending June 30, 2013 to assist the Company in (i) formulating, directing, and implementing strategic plans for the Company to integrate technologies into various educational fields, (ii) assisting the Company in implementing development of outreach programs to private and public school districts, (iii) identifying trends in education that could be assisted by mobile technology or mobile devices.(iiii) providing professional consulting services, as it pertains to human resources, developing and providing training curriculum/classes, employee handbook and employee compensation/benefit plans.

On January 9, 2013, the Company issued fifty thousand (50,000) shares of its unregistered restricted common stock to Thomas Mead as part of a three year Employment Agreement to serve as the Company's Director of Technology.

The shares to Ambrosial Consulting Group, LLC and Thomas Mead 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.

Ms. J. Salwender and Mr. Mead are individuals who are financially sophisticated. Before they received these unregistered securities, they 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. They were 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. They acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. They 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
 10.24  Consulting Agreement between        X
        Ambrosial Consulting, LLC and
        Monster Offers, dated January 2,
        2013
 10.25  Employment Agreement between        X
        Thomas Mead and Monster Offers,
        dated December 15, 2012

-2-

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