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

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Form 8-K for MONSTER OFFERS


10-Jun-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and


Item 1.01 Entry into a Material Definitive Agreement.

On May 13, 2013, Monster Offers, a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement (the "SPA") whereby the Company sold a Convertible Promissory Note (the "Note") to Asher Enterprises, Inc., a Delaware corporation ("Lender"), in the original principal amount of $63,000, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company's Common Stock at a conversion price equal to fifty-five percent
(55%) of the then-prevailing market price, beginning one hundred eighty (180)
days from the date of the Note's issuance.

The Note was issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. The sale of the Note did not involve a public offering, and there was no general solicitation or general advertising involved in the offer or sale of the Note. The Company provided access to all material information that Consultant requested and all information necessary to verify such information, and Lender was afforded access to the Company's management in connection with the issuance of the Note. Lender acquired the Note for investment purposes and not with a view toward distribution, acknowledging such intent to the Company. Lender understood the ramifications of its actions.

The descriptions of the SPA and Note, above, are qualified in their entirety by reference to the full text of the SPA and Note, which are filed as Exhibits 10.3 and 10.4, respectively, and incorporated in this Item 1.01 by reference.



Item 8.01 Other Events

On May 16, 2011, the Company entered into an agreement with Tangiers Investors, LP, a Delaware limited partnership, an accredited investor, whereby Tangiers Investors loaned the Company the aggregate principal amount of $50,000, less $500 for costs of the loan transaction and $4,000 fee to be paid to a third party, together with any interest at the rate of seven percent (7%) per annum, until the maturity date of May 7, 2012. The Note, together with accrued and upaid interest, was paid in full on April 30, 2013.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Form 8-K:

Exhibit 10.3 Securities Purchase Agreement, dated May 13, 2013 Exhibit 10.4 Convertible Promissory Note, dated May 13, 2013

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