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

Show all filings for MONSTER OFFERS



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 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 $37,500, 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 10.5 and 10.6, respectively, and incorporated in this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

Exhibit 10.5 Securities Purchase Agreement, dated June 14, 2013 Exhibit 10.6 Convertible Promissory Note, dated June 14, 2013

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