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)
June 10, 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.)
P.O. 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 2.03 Creation of a Direct Financial Obligation
Item 3.02 Unregistered Sales of Equity Securities
Effective June 10, 2011, Monster Offers ("the Registrant") entered into a
Convertible Note Agreement ("the Note") with Tangiers Investors LP,
("Tangiers") pursuant to which the Company received $50,000 as a loan from
Tangiers.
The Note is immediately due and payable and interest shall accrue at the rate
of seven percent (7%). The Note is convertible into the Registrant's common
stock, par value $0.001 in whole or in part, with any accrued and unpaid
interest at any time or times before May 7, 2012. The conversion price shall
be seventy five (75%) percent of the lowest trading price during the seven
(7) trading days prior to conversion.
The Note referred to above (and the shares of common stock underlying them)
are exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933, as amended.
The above described executed Convertible Promissory Note is attached hereto
and incorporated by reference as Exhibit 10.14.
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Effective June 1, 2011, the Registrant entered into a Convertible Promissory
Note Agreement ("the Promissory Note") with Asher Enterprises, Inc.,
("Asher") pursuant to which the Company received $32,500 as a loan from
Asher.
The Promissory Note matures on March 2, 2012 and pays interest on the unpaid
principal balance at the rate of eight percent (8%). Asher shall have the
right from time to time, and at any time during the period beginning on the
date which is one hundred eighty (180) days following the date of this
Promissory Note to convert the Promissory Note to common shares, par value
$0.001 of the Registrant. The conversion price shall be fifty-five (55%)
percent of the lowest trading price at the average of the lowest three (3)
Trading Prices for the Common Stock during the ten (10) Trading Day period
prior to conversion.
The Promissory Note referred to above (and the shares of common stock
underlying them) are exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
The above described executed Convertible Promissory Note is attached hereto
and incorporated by reference as Exhibit 10.15.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.14 Convertible Note Agreement between Monster Offers and Tangiers
Investors, LP dated May 16, 2011.
10.15 Convertible Promissory Note between Monster Offers and Asher
Enterprises, Inc, dated June 1, 2011
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 thereunto 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: June 23, 2011
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