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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)
March 14, 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
On March 14, 2011, Monster Offers (the "Company") entered into Strategic
Alliance and Licensing Agreement with SSL5, a Nevada corporation. SSL5 has
developed technology services pertaining to a mobile financial services
platform, which provides secure person-to-person mobile money transfer
services. Monster Offers and SSL5 formed a strategic alliance with respect
to the integration, use and commercialization of Monster Offers and SSL5
Existing Intellectual Property to create new and derivative intellectual
property to introduce to various markets. Monster Offers obtained a license
of the Existing SSL5 Intellectual Property for the exclusive use of the
strategic alliance. As consideration for this license, Monster Offers will
issue 3,000,000 of its unregistered restricted shares to SSL5.
Monster Offers and SSL5 plan to establish a new company (NewCo) as a 100%
owned subsidiary of Monster Offers, in the State of Nevada, and to contribute
the license of the Existing SSL5 Intellectual Property into the NewCo for its
use and future development of new and derivative intellectual property. Any
new and derivative intellectual property developed in conjunction with this
Strategic Alliance and Licensing Agreement shall be owned exclusively by
NewCo. As further consideration, Monster Offers agreed to provide SSL5 with
a consulting agreement, stock options, and a seat on the Monster Offers board
of directors to develop ongoing product strategy and development services.
See Strategic Alliance and Licensing Agreement, attached as Exhibit 10.12.
Item 3.02 Unregistered Sales of Equity Securities
On March 14, 2011, Monster Offers agreed to issue 3,000,000 shares of its
unregistered restricted common stock to SSL5 in exchange for licensing
agreement described in the Strategic Alliance and Licensing Agreement (see
Exhibit 10.12). 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 any general solicitation or general
advertising involved in the offer or sale.
SSL5, is a financially sophisticated entity. Before they received these
unregistered securities they were known to our management, through pre-
existing business relationships. We did not engage in any form of general
solicitation or general advertising in connection with this transactions.
SSL5 was provided access to all material information, which he requested and
all information necessary to verify such information and was afforded access
to our management in connection with this transaction. SSL5 acquired these
securities for investment and not with a view toward distribution,
acknowledging such intent to us. They understood the ramifications of their
actions. The shares of common stock issued contained a legend restricting
transferability absent registration or applicable exemption.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibits
Exhibit Exhibit Description
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10.12 Strategic Alliance and Licensing Agreement
between Monster Offers and SSL5, dated
March 14, 2011.
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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: March 15, 2011
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