-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvnSaYNcZ7zrG8s1qc8OAPU+aWoUQRwKx6ZueVlgivoQQnn94MlKaaMKrTc8urBJ +H8AWaVqbi92dVPSwgG7lA== 0001350071-09-000255.txt : 20091224 0001350071-09-000255.hdr.sgml : 20091224 20091223183159 ACCESSION NUMBER: 0001350071-09-000255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091221 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20091224 DATE AS OF CHANGE: 20091223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monster Offers CENTRAL INDEX KEY: 0001423746 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261548306 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53266 FILM NUMBER: 091259287 BUSINESS ADDRESS: STREET 1: EL CANGREGO, CALLE EUSEBIO A. MORALES STREET 2: EDIFICIO CARPAZ NO. 2A CITY: PANAMA CITY STATE: R1 ZIP: 00000 BUSINESS PHONE: 507-6679-6419 MAIL ADDRESS: STREET 1: EL CANGREGO, CALLE EUSEBIO A. MORALES STREET 2: EDIFICIO CARPAZ NO. 2A CITY: PANAMA CITY STATE: R1 ZIP: 00000 8-K 1 mont8k.txt 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 ----------------- Monster Offers ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Nevada ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-53266 26-1548306 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) El Cangrego, Calle Eusebio A. Morales Edificio Carpaz #2A, Panama City, Panama -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (507) 6679-6419 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 8937 Quintessa Cove Street, Las Vegas, NV 89148 -------------------------------------------------------------- (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)) 1 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. 2 CURRENT DIRECTORS AND OFFICERS The names, ages and positions of the Company's director and executive officer are as follows:
Name Age Position - ------------- --- ------------------------------ Jonathan W. Marshall 44 Chairman and President - ----------------------------------------------------------------------------
Biography of Jonathan W. Marshall - --------------------------------- 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 - ------------------------- No director receives any fee, salary or commission for service as a director. In addition, no such arrangement is contemplated for the foreseeable future. 3 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) - ----------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------- 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. - ----------------------------------------------------------------------------- 4 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 5 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 --------------------------- Registrant By: /s/ Jonathan W. Marshall ------------------------------------ Name: Jonathan W. Marshall Title: Director/President Dated: December 22, 2009 6 -----END PRIVACY-ENHANCED MESSAGE-----