UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
December 21, 2009
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Monster Offers
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53266 26-1548306
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(Commission File Number) (IRS Employer Identification No.)
El Cangrego, Calle Eusebio A. Morales
Edificio Carpaz #2A, Panama City, Panama
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(Address of Principal Executive Offices) (Zip Code)
(507) 6679-6419
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(Registrant's Telephone Number, Including Area Code)
8937 Quintessa Cove Street, Las Vegas, NV 89148
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(Former name or former address, if changed, since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities
On December 21, 2009, Monster Offers (the "Registrant") agreed to issue
13,500,000 shares of its unregistered restricted common stock to three
shareholders in exchange for $13,500 cash.
On December 21, 2009, Monster Offers agreed to issue 5,500,000 shares of its
unregistered common stock to Jonathan W. Marshall. Mr. Marshall paid
$5,500.00 for these shares.
On December 21, 2009, Monster Offers agreed to issue 7,000,000 shares of its
unregistered common stock to Scott J. Gerardi. Mr. Gerardi paid $7,000.00
for these shares.
On December 21, 2009, Monster Offers agreed to issue 1,000,000 shares of its
unregistered common stock to Charles Lee. Mr. Lee paid $1,000.00 for these
shares.
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. The shares of common stock issued will
contain a legend restricting transferability absent registration or
applicable exemption.
Item 5.01. Changes in Control of Registrant.
Concurrently with the purchase and issuance of these shares, Mr. Nate Kaup,
the founder of the Company, resigned as an officer and director of the
Registrant. Concurrently with his resignation, he agreed to cancel his
employment contract with the Company. Any implied or expressed agreements
Mr. Kaup had with the Company has been cancelled.
Prior to his resignation, the board added Jonathan W. Marshall as a director
of the Registrant. The board also appointed Jonathan W. Marshall as President
of the Company.
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of
the board of directors, and to the Registrant's knowledge, no other
agreements exist which might result in a change of control of the Registrant.
The new management of the Company does not intend to change the original
business plan for the Company. The new management believes that it can
enhance the Company's existing operations by focusing on: a) becoming a
full service online advertising agency; b) executing agency of record
contracts with online advertisers; and c) providing clients with digital
production and lead generation services.
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CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Age Position
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Jonathan W. Marshall 44 Chairman and President
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Biography of Jonathan W. Marshall
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2009-Present VeritasDigitalStudios.com, Founder, a full service digital
advertising agency, based in Panama City, Panama
2007-2008 Speedshape.com, VP Client Services, Detroit/LA. A digital
asset management and 3D production company. Speedshape
provides 3D assets for TV and Print.
2004-2006 EducationConnection.com, VP Marketing, Boca Raton, Fl. An
Online/TV lead generation company for colleges.
2002-2003 Russell Simmons Beverage Company, Executive VP Advertising,
New York. Russell Simmons Beverage Company was a soft drink
and healthy water company. The Company was sold to Interbru of
Belgium.
2001-2001 ClickPath Media, President, Newport each, CA., a full service
digital advertising agency.
1998-2001 PayPro Resources, VP Marketing, Anaheim, CA. PayPro was a
payroll, HR and Benefits company.
1988-1998 Haus of Design/Planet Access, President, Costa Mesa, CA.
Founder of these advertising agencies between 1988 and 1995.
They were digital advertising studios that specialized in web
development and multimedia.
EDUCATION
California State University/Communications, Advertising - Bachelors Degree
Fluent in Spanish
Compensation of Directors
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No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on December 19th, 2009 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
December 21, 2009 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Monster Offers common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common Jonathan W. Marshall (2) 7,000,000 21.6%
President
Common Scott J. Gerardi (3) 7,000,000 21.6%
Shareholder
Common Powerhouse Development (4) 11,250,000 35.0%
Shareholder
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DIRECTORS AND OFFICERS AS A GROUP
(1 person) 7,000,000 21.6%
(1) Percent of Class based on 32,460,000 shares
(2) Jonathan W. Marshall, El Cangrego, Calle Eusebio A. Morales, Edificio
Carpaz #2A, Panama City, Panama. On December 19, 2009, Jonathan W
Marshall purchased 1,500,000 shares in a private transaction from three
independent non affiliated shareholders.
(3) Scott J. Gerardi, 6281 Pale Pavilion Ave, Las Vegas, NV 89139
(4) Powerhouse Development, a Panamanian Corporation, Box 832-0816, World
Trade Center, Panama City Panama, these shares are being held by this
corporation for the benefit of the employees and contractors of the
Company.
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On December 21, 2009, the Registrant accepted the resignation of Mr. Nate
Kaup as Officer and Director. Pursuant to Nevada Corporate law,
NRS 78.335(5), the Board of Directors filled the Board vacancy with the
nomination and acceptance of Jonathan W. Marshall, effective December 21,
2009. The new board member will hold office for the unexpired term of his
predecessor(s) and/or until his successor(s) are elected and qualified.
Further, the board appointed Jonathan W. Marshall, as President of the
Registrant.
Item 8.01 - Other Events
The Corporation's mailing address and business address have been changed from
8937 Quintessa Cove Street, Las Vegas, NV 89148 to El Cangrego, Calle
Eusebio A. Morales, Edificio Carpaz #2A, Panama City, Panama, effective
December 21, 2009. The Company's new phone number is: (507) 6679-6419
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Monster Offers
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Registrant
By: /s/ Jonathan W. Marshall
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Name: Jonathan W. Marshall
Title: Director/President
Dated: December 22, 2009
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