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)
January 21, 2011
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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.)
4056 Valle Del Sol, Bonsall, CA 92003
Mail Delivery - PO Box 1092, Bonsall, CA 92003
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(Address of Principal Executive Offices) (Zip Code)
(760) 208-4905
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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 1.01 Entry Into A Material Definitive Agreement
ITEM 3.02 Unregistered Sales of Equity Securities
On January 21, 2011 Monster Offers (the "Company') entered into an agreement
Equititrend Advisors, LLC, 11995 El Camino Real, Suite 301, San Diego, CA to
provide and render public relations and communications services to the
Company. The Company will issue four hundred thousand (400,000) unregistered
restricted shares to Equititrend Advisors, LLC in accordance with the terms
of the agreement, dated January 21, 2011. We believe that the issuance is
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended.
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. Equititrend Advisors, LLC
was provided access to all material information, which they requested and all
information necessary to verify such information and was afforded access to
our management in connection with this transaction. Equititrend Advisors,
LLC acquired these securities for investment and not with a view toward
distribution. The shares of common stock issued will contain a legend
restricting transferability absent registration or applicable exemption.
A copy of the Agreement between us and Equititrend Advisors, LLC is attached
hereto as Exhibit 10.11.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description of Exhibit
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10.11 Investor and Public Relations Agreement between Monster Offers
and Equititrend Advisors, LLC, dated January 21, 2011.
SIGNATURE
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/ Paul Gain
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Name: Paul Gain
Title: Chairman and CEO
Dated: January 28, 2011
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