UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July
30, 2014
Date of Report (Date of earliest event reported)
MONSTER ARTS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 0-53266 | 27-1548306 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
806 East Avenido Pico, Suite I-288 San Clemente, California |
92673 | |
| (Address of principal executive offices) | (Zip Code) |
(949) 542-6668
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ X ] | 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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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Settlement Agreement
Effective on July 30, 2014, the Board of Directors of Monster Arts Inc., a Nevada corporation (the “Company”), authorized and approved the execution of that certain settlement agreement (the "Settlement Agreement"), with its Chief Executive Officer and member of the Board of Directors, Wayne Irving ("Irving"). The Company is indebted to Irving relating to that certain employment agreement dated August 1, 2011(the "Employment Agreement") with Irving pursuant to which the Company owes Irving an aggregate $178,937 (the "Debt"), as reflected in the Quarterly Report on Form 10-Q for quarterly period ended March 31, 2014 filed with the Securities and Exchange Commission. The Company and Irving subsequently agreed that since the Company is unable to repay the Debt, a portion of the Debt in the amount of $62,500.00 will be satisfied by conversion into shares of common stock of the Corporation at $0.00025 per share. Therefore, in accordance with the terms and provisions of the Settlement Agreement, the Company has agreed to settlement of a portion of the Debt in the amount of $62,500.00 by way of issuance of an aggregate 250,000,000 shares of common stock.
SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The Board of Directors of the Company approved and authorized the settlement of a portion of the Debt in the amount of $62,500.00 by the issuance of an aggregate 250,000,000 shares of restricted common stock of the Company at $0.00025 per share effective as of July 30, 2014. The aggregate 250,000,000 shares of common stock were issued in relation to $62,500 of the Debt due and owing to Irving in accordance with the terms and provisions of the Settlement Agreement entered into between the Company and Irving.
The shares of common stock were issued to one United States residents in reliance on Section 4(2) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock issued to Irving have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
10.01 Settlement Agreement dated July 30, 2014 between Monster Arts Inc. and Wayne Irving.
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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 ARTS INC. | |
| DATE: August 6, 2014 |
By: /s/ Wayne Irving II Name: Wayne Irving II Title: President/Chief Executive Officer |
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SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 30th day of July, 2014 by and between Monster Arts, Inc., a Nevada corporation (the “Company”) and Wayne Irving II, an individual and the Chief Executive Officer of the Company (“Irving”).
RECITALS:
WHEREAS the Company is indebted to Irving relating to that certain employment agreement dated August 1, 2011(the "Employment Agreement") with Irving, its Chief Executive Officer and member of the Board of Directors, pursuant to which the Company owes Irving an aggregate $178,937 (the "Debt"), as reflected in the Quarterly Report on Form 10-Q for quarterly period ended March 31, 2014 filed with the Securities and Exchange Commission;
AND WHEREAS the Company and Irving have agreed that since the Company is unable to repay the Debt, a portion of the Debt in the amount of $62,500.00 will be satisfied by the conversion of the Debt into shares of common stock of the Corporation at $0.00025 per share;
AND WHEREAS the Company and Irving desire to memoralize their agreement in this certain settlement agreement dated July 30, 2014 (the “Settlement Agreement”), pursuant to which the Company agrees to settle a portion of the Debt by the issuance of an aggregate 250,000,000 shares of common stock and Irving agrees to accept the issuance of the 250,000,000 shares of common stock as full and complete satisfaction of a portion of the Debt in the amount of $62,500;
AND WHEREAS the Board of Directors of the Company by unanimous written consent dated July 30, 2014 has approved the execution of this Settlement Agreement and the issuance of the 250,000,000 shares of restricted common stock to Irving as settlement of the Debt; and
AND WHEREAS the Company and Irving desire to release one another from any and all further liability as related to the aforesaid Debt.
NOW THEREFORE in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The Company agrees to issue to Irving 250,000,000 shares of its restricted common stock at $0.00025 per share as of July 20, 2014 as full and complete satisfaction and payment of a portion of the Debt in the amount of $62,500.
2. Irving agrees to accept the issuance of 250,000,000 shares of the restricted common stock of the Company as full and complete satisfaction and payment of a portion of the Debt in the amount of $62,500.
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3. The Company and Irving shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid portion of the Debt in the amount of $62,500.
4. Irving acknowledges that the issuance of the 250,000,000 shares of restricted common stock: (i) has not been registered under the Securities Act of 1933, as amended (the “1933 Securities Act”); (ii) is in reliance on the exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities Act; (iii) are being acquired solely for Irving's own account without any present intention for resale or distribution; (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of common stock are registered under the 1933 Securities Act and under any applicable state securities law or an opinion of counsel satisfactory to the Company is delivered to the Company to the effect that any proposed distribution of the shares of common stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws; and (v) that Irving understands the economic risk of an investment in the common stock and has had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to the acquisition of the common stock.
5. This Settlement Agreement shall be effective as of July 30, 2014 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors.
MONSTER ARTS INC.
Date: July 30, 2014
/s/ Wayne Irving II
President/Chief Executive Officer
Date: July 30, 2014
/s/ Wayne Irving II
Wayne Irving II
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