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APPZ > SEC Filings for APPZ > Form 8-K on 19-Aug-2014All Recent SEC Filings

Show all filings for MONSTER ARTS INC.

Form 8-K for MONSTER ARTS INC.


19-Aug-2014

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Settlement Agreement

On April 24, 2014, the Board of Directors of Monster Arts, Inc., a Nevada corporation (the "Company") authorized the execution of that certain settlement agreement and stipulation dated April 24, 2014 (the "Settlement Agreement") with IBC Funds LLC, a Nevada limited liability company ("IBC Funds").

The Company had certain payables outstanding due and owing to creditors aggregating $208,320.82 (collectively, the "Payables"). IBC Funds purchased the Payables from their respective holders and subsequently filed a claim against the Company in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida for the payment of the Payables. Thus, the Company and IBC Funds desired to resolve and settle the Payables and entered into the Settlement Agreement.

On the dates listed below, IBC Funds delivered a conversion notice to the Company (the "Conversion Notice") proposing certain dollar amount conversions pertaining to the Settlement Agreement which were convertible into shares of common stock. The shares of common stock were exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 3(a)(10).

  Date of Conversion       Dollar Amount       Number of Shares Issued
  April 25, 2014         $      6,300.00                     7,000,000
  May 6, 2014                   5,950.00                     7,000,000
  May 15, 2014                  5,250.00                     7,000,000
  May 22, 2014                  4,000.00                     8,000,000
  May 28, 2014                  4,000.00                     8,000,000
  June 4, 2014                  4,500.00                     8,000,000
  June 10, 2014                 4,500.00                    10,000,000
  June 16, 2014                 4,500.00                    10,000,000
  June 24, 2014                 4,500.00                    10,000,000
  June 27, 2014                 6,000.00                    10,000,000
  July 8, 2014                  5,500.00                    10,000,000
  July 11, 2014                 4,500.00                    10,000,000
  July 11, 2014                 3,000.00                    10,000,000
  July 23, 2014                 3,000.00                    10,000,000
  July 29, 2014                 3,000.00                    10,000,000

The Board of Directors determined it was in the best interests of the Company and its shareholders to enter into the Settlement Agreement and resulting 3(a)(10) issuance of shares in order to ensure the successful operational aspects of the Company within the next six months and to accelerate the possibility of generation of revenue from multiple sources.



Item 3.02 Unregistered Sales of Equity Securities

The Board of Directors of the Company approved and authorized the issuance of an aggregate 145,000,000 shares of restricted common stock of the Company at various per share prices based upon a 50% discount of the lowest trading price over the prior fifteen days from the date of conversion. The aggregate 145,000,000 shares of common stock were issued in accordance with the terms and provisions of the Settlement Agreement. The shares of common stock were issued to IBC Funds in reliance on Section 3(a)(10) promulgated under the Securities Act of 1933, as amended (the "Securities Act").

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