As filed with the Securities and Exchange Commission on May 25, 2018

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MONSTER PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada 3670 81-1736095 (State or other jurisdiction of

incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

Identification Number)

601 Gateway Blvd., Suite 900

South San Francisco, CA 94080

(415) 330-3479

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Noel Lee

601 Gateway Blvd., Suite 900

South San Francisco, CA 94080

(415) 330-3479

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay Kaplowitz, Esq. Huan Lou, Esq. Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor New York, NY 10036

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indic ate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company [X]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class

of Securities to be Registered Proposed

Maximum

Aggregate

Offering Price (1) Amount of

Registration Fee MMNY Tokens $ 300,000,000.00 37,350.00 Common Stock $ - - Total $ 300,000,000.00 37,350.00

(1) Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(o) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated May 25, 2018

Up to 300,000,000 Monster Money Tokens (“MMNY Tokens”)

and

75,000,000 shares of Common stock.

Monster Products, Inc. (the “Company” or “we”) is offering up to three hundred million (300,000,000) of its Monster Money Tokens (“MMNY” or “Tokens”) for gross proceeds of $300,000,000 (the “Maximum Offering Amount”) before deduction of commissions, if applicable, and offering expenses. There is no minimum offering amount required as a condition to closing in this offering, and as a result, the actual public offering amount, any placement agent fees, if applicable, and net proceeds to us are not presently determinable and may be substantially less than the total Maximum Offering Amount. This offering will terminate the earlier of (i) one year from the date when this registration statement is declared effective (the “Effective Date”); (ii) the date on which the Offering is fully subscribed, or (iii) the earlier date that we decide to terminate the Offering in our sole discretion. In either event, the Offering may be closed without further notice to you. Any and all funds for the Tokens purchased in the Offering will be transmitted directly to the escrow account and released to us upon termination of this Offering for the purposes as described in the section titled “Use of Proceeds” on page 23 of this registration statement.

Neither our MMNY nor our common stock is traded or quoted on any stock market in the United States. We intend to apply to have our shares of Common Stock quoted on an exchange or market. No assurance can be given that our application for such trading or quotation will be approved in a timely manner or at all. Currently, no public market exists for our Monster Money Tokens. We plan to apply to have the MMNY Tokens traded on an exchange for cryptocurrencies; however, we cannot assure you that MMNY Tokens will be traded on such exchange in a timely manner or at all. The holders of the Tokens may convert all or part of their Tokens to Common Stock of the Company at a ratio of four Tokens to one share of Common Stock in the event that (i) our Tokens shall not have become publicly tradable on June 30, 2020 or (ii) our Tokens shall have ceased trading publicly due to certain governmental enforcement actions on June 30, 2020.

This is a self-underwritten offering. This prospectus is part of a registration statement that permits our officers and directors to sell the Tokens directly to the public with no commission or other remuneration payable to them for any Tokens that are sold by them. Our officers and directors will sell the Tokens and intend to offer them to friends, family members, and business acquaintances. In offering the Tokens on our behalf, our directors and officers will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Our officers, directors, control persons and affiliates may purchase Tokens in this offering.

We may also engage registered broker-dealers to offer and sell the Tokens (each a “Selling Agent” and collectively, the “Selling Agents”). We may pay any such registered persons who make such sales a commission of up to eight percent (8%) of the aggregate purchase price of the MMNY Tokens sold by such Selling Agent in this Offering. However, we have not entered into any underwriting or agent agreement, arrangement or understanding for the sale of the Tokens being offered pursuant to this prospectus. This Offering is intended to be made solely by the delivery of this prospectus and the accompanying subscription agreements to prospective investors. Any Placement Agent engaged by us for this Offering would only be compensated based on the aggregate purchase price of the Tokens sold by such Selling Agent in this Offering. In the event that Selling Agents were to sell the Maximum Offering Amount we would pay them a total of $24,000,000, a certain number of MMNY Tokens in the equivalent value, or a combination of the Tokens and cash in the equivalent value.

Our business and an investment in our Tokens involve a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that you should consider before investing in our Tokens.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reports requirements. Please read the disclosures beginning on page 1 of this prospectus for more information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Tokens or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2018

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not, authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and any Selling Agents are not making an offer of these securities in any jurisdiction where the offer is not permitted.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of this prospectus outside the United States.

PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the sections of this prospectus entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes contained elsewhere in this prospectus. References in this prospectus to “we,” “us,” “our” and similar words refer to the Company and its wholly-owned subsidiaries (defined below). Overview Monster, Inc. (formerly known as Monster Cable Products, Inc.) was founded by Mr. Noel Lee in 1978 and is headquartered in South San Francisco, California. Monster Products, Inc. together with approximately ten of its affiliates and subsidiaries created and established the Monster’s brand as end-to-end high-quality audio solutions for consumer and professional use. Starting at the “electrical outlets,” we deliver surge protectors, high quality cables to carry audio signals, and headphones and speakers to deliver high quality sound featuring Pure Monster Sound Technology. We have a portfolio of over 500 patents and trademarks in the United States and internationally. We offer over 5,000 different products in over 160 countries worldwide. Monster has historically sold the majority of its products through retail distribution with limited online sales. We currently offer five primary categories of consumer products, which are cables, headphones, speakers, power and other mobile phone accessories and add-ons, such as portable chargers, cables and screen cleaning spray. Monster’s sales of its products grew steadily in the past 25 years and exponentially with the introduction of Beats headphones from 2007 to 2012. In 2012, Monster and Beats terminated their relationship, which dramatically interrupted Monster’s product lines and strategies. After the departure of Beats, the management of Monster indicated that it has expanded its product mix to include several headphone lines, a High-Definition Multimedia Interface (“HDMI”) cable and a home audio service line named “SoundStage.” Monster’s current business strategy is shifting focus away from simply building its product range to pursuing alternative retail platforms and implementing new marketing campaigns. Over the next five years, Monster’s business strategy is to revitalize relationships with the Company’s existing retail relationships as well as target expansion into new retail venues. The Company is developing relationships with a number of world renowned fortune 500 companies. We plan to integrate the Ethereum blockchain technology to our E-commerce website to create the new ecosystem, namely Monster Money Network where consumers may use either MMNY Tokens or fiat currencies to purchase Monster products and services. As we develop Monster Money Network and our backend systems, we intend to utilize the blockchain technology to our marketing, accounting and audit, internal control and shipping management functions. We believe the blockchain innovation will bring disruptive advancement to our E-commerce and business operation systems. Reverse Acquisition On February 13, 2018, the Company, formerly known as Atlantic Acquisition, Inc. (“AA”), a Nevada corporation, Monster, LLC, a Nevada limited liability company and Monster, Inc., a California corporation and each shareholder and member of Monster, Inc. and Monster, LLC, as applicable, entered into a Share Exchange Agreement (the “Share Exchange Agreement”). The closing for the Share Exchange Agreement occurred on April 12, 2018 (the “Closing Date”). On the closing for the Share Exchange Agreement, each stockholder and member of Monster, Inc. and Monster, LLC sold and conveyed all of the shares he or she owned in Monster, Inc. and Monster, LLC to the Company, which interest constituted 100% of all of the issued and outstanding ownership interests in both of such Monster entities. In consideration for the acquisition of all of the equity interest in Monster, LLC and Monster, Inc., the Company issued 300,000,000 shares of its common stock to the stockholders and members of Monster, LLC and Monster, Inc., pro rata in the respective amounts set forth in the Share Exchange Agreement and an aggregate of 5,000,000 shares held by one of the Company’s insiders was cancelled.

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At December 31, 2017, the Company had collateralized notes payable to shareholders totaling approximately $100.5 million. On April 12, 2018, the two noteholders under common control of Mr. Noel Lee, our CEO and chairman, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of the Company, the certificate of designation of which is incorporated by reference and was filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2018 in a current report on Form 8-k. On May 7, 2018, the Company filed a Certificate of Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to the Certificate of Amendment, among other things, the Company changed its name from Atlantic Acquisition Inc. to Monster Products, Inc. and increased its authorized shares of common stock from 400,000,000 to 800,000,000, par value $0.001 per share. The Certificate of Amendment became effective on May 7, 2018. Reference is made to Form 8-K filed with the SEC on May 8, 2018. Monster Money Network The Company intends to implement blockchain technology onto its E-commerce platform worldwide, which will be driven by Monster Money Tokens. The Company’s blockchain-based E-commerce ecosystem is named as “Monster Money Network.” As Monster further develops Monster Money Network and its blockchain technology, it contemplates to utilizing the blockchain technology for payment processing, market analysis, accounting, audit & payroll services, inventory management and shipping operation. Eventually Monster hopes to use its influence, scale and global connections along with blockchain technology to bring a number of E-commerce platforms onto Monster Money Network where transactions will be processed and completed instantly with low or no transaction costs.

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Summary of the Offering The following is a summary of the principal terms of this Offering, but is not intended to be complete: Issuer Monster Products, Inc. Securities offered Monster Money Tokens (“MMNY”, or “MMNY Tokens”) Amount of this Offering Up to 300,000,000 MMNY Tokens Offering Price $1.00 per MMNY Token; up to an aggregate of $300,000,000 (the “Maximum Offering Amount”) for this Offering. There is no minimum offering amount required as a condition to close this Offering and as a result the actual amount raised in this Offering may be significantly less than the Maximum Offering Amount. MMNY Token to Common Stock Conversion In the event of the ICO Failure as defined below, each investor of MMNY Tokens shall have the right to convert his or her MMNY Tokens purchased pursuant to this Prospectus into the Company’s Common Stock registered herein at a conversion rate (the “Conversion Rate”) of four (4) MMNY Tokens to one (1) share of the Company’s Common Stock. The “ICO Failure” means that i) MMNY Tokens shall not have been traded on a cryptocurrency exchange or a U.S. stock exchange, including the OTC Markets, by June 30, 2020 because either this registration statement is not declared effective by the SEC or MMNY Tokens are not approved for trading on any such exchange market; or ii) MMNY Tokens shall have ceased trading on or before June 30, 2020 due to legal or administrative enforcement actions by the SEC, the Commodity Futures Trading Commission (the “CFTC”), or any other government authorities. “ICO” means the Initial Coin Offering of the Company’s MMNY Tokens. Common Stock Outstanding Before and After this Offering 317,150,001 shares of the Company’s common stock MMNY Tokens Outstanding Before this Offering 0 MMNY Tokens Maximum Amount of MMNY Tokens Outstanding After this Offering 300,000,000 MMNY Tokens. There is no minimum offering amount required as a condition to close this Offering and as a result the actual amount of MMNY Tokens issued and outstanding after this Offering may be significantly less than the maximum amount MMNY Tokens listed herein. Commencement of this Offering We expect to commence the sale of MMNY Tokens within two days following the declaration of effective of our Registration Statement by the SEC (the “Effective Date”). Termination of this Offering This Offering will terminate on the earlier of (i) one year from the Effective Date; (ii) the date on which the Maximum Offering Amount is sold, or (iii) the date that the Offering is earlier terminated by us, in our sole discretion. Description of Monster Money Tokens Monster Money Tokens are the currency to be used on Monster Money Network to purchase Monster products or pay for services. Holders of Monster Money Tokens are not entitled to vote as shareholders of the Company.

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Plan of Distribution The Offering is being conducted by our officers and directors on a best efforts basis up to the Maximum Offering Amount. Our officers and directors will not receive any direct compensation for sales of our MMNY Tokens. However, we reserve the right to engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of MMNY Tokens and to pay to such Selling Agents, if any, cash or Token commissions of up to 8% of the gross proceeds from the sales of MMNY Tokens placed by such Selling Agents. Our directors, officers, employees and affiliates (as defined in the Securities Act) may, but have no obligation to, purchase MMNY Tokens in the Offering and all proceeds from the sale of such Tokens shall be counted toward the Maximum Offering Amount. We reserve the right to reject a subscription to purchase our MMNY Tokens, in whole or in part in our sole discretion. If a subscription is so rejected, in whole or in part, we will direct the Escrow Agent to promptly return the funds submitted with such rejected subscription, or the rejected portion thereof, to the investor without interest thereon or deduction therefrom. Escrow Account All investor funds in the form of U.S. dollars and Ethers will be deposited in non-interest-bearing escrow accounts (the “Escrow Accounts”) held by [·], as escrow agent, for the benefit of the investors. The funds raised in this Offering will be released to the Company upon Termination of this Offering. Selling Agents (if any) In the event that we engage a Selling Agent we may agree to pay such Selling Agent cash or Token commissions of up to 8% of the gross proceeds from the sales of MMNY Tokens placed by such Selling Agents Use of Proceeds We intend to use the net proceeds of this Offering for the research and development of Monster Money Network, an E-commerce platform for Monster products, marketing Monster products and Monster Money Network, establishing partnerships with our strategic partners, and general working capital. See page 23 “Use of Proceeds” for more information. Proposed Trading We intend to file an application to have MMNY Tokens traded on a cryptocurrency exchange at such time as determined by the management of the Company after the Effective Date. Subscription Procedures Investors interested in subscribing for Monster Money Tokens in this Offering must complete and deliver to the Company a completed subscription agreement to the address provided in the subscription agreement. Within one business day of receipt of the subscription agreement, the Company will inform the investor that it has accepted the subscription and within three business days of the Company’s notification of this acceptance, the investor should deliver the purchase price in the amount of $1.00 per Token in immediately available funds in the form of U.S. Dollars or Ethers. Investors paying in U.S. Dollars shall transfer the funds by wire using the wire transfer instructions provided in the subscription agreement and investors paying Ethers shall transfer the funds to the address of the Escrow Agent’s wallet, which is provided in the subscription agreement. Promptly following the receipt of subscription proceeds from the investor, the Company will deliver to the investor the MMNY Tokens purchased by such investor. All funds for subscriptions in the offering will be transmitted to the Company’s bank account for immediate use by the Company upon release by the Escrow Agent pursuant to the subscription agreement and escrow agreement. As a result upon execution of the subscription agreement by the subscriber and acceptance by the Company, such subscription is irrevocable. Risk factors See “Risk Factors” beginning on page 6 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our Tokens. Unless we indicate otherwise, all information in this prospectus is based on 317,150,001 shares of common stock issued and outstanding and 10,007,981 shares of Series A Preferred Stock issued and outstanding as of May 25, 2018.

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Summary Consolidated Financial Data The following summary consolidated statements of operations for the years ended December 31, 2017 and December 31, 2016, and summary consolidated balance sheet as of December 31, 2017 and December 31, 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future periods. You should read this Summary of Financial Information section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. 2017 2016 Assets Total current assets 68,713,916 77,515,105 Total assets $ 76,829,430 $ 86,226,672 Liabilities and Shareholders’/Members’ Deficit Total current liabilities 144,611,563 88,021,658 Total liabilities 182,038,896 164,381,211 Total shareholders’/members’ deficit (105,209,466 ) (78,154,539 ) 2017 2016 Net sales $ 57,486,610 $ 87,674,317 Cost of sales 35,761,909 61,673,633 Gross profit 21,724,701 26,000,684 Selling, general and administrative expenses 44,197,523 50,164,699 Loss from operations (22,472,822 ) (24,164,015 ) Other income (expenses) Interest expense (4,208,652 ) (3,980,697 ) Gain (loss) from foreign currency transactions 1,053,481 (563,060 ) Other, net (1,022,569 ) 30,418 Loss before income taxes (26,650,562 ) (28,677,354 ) Provision for income taxes 92,582 340,388 Net loss (26,743,144 ) (29,017,742 ) Other comprehensive loss, net of tax Foreign currency translation and adjustments (306,730 ) (362,200 ) Comprehensive loss $ (27,049,874 ) $ (29,379,942 )

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RISK FACTORS

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this prospectus.

An investment in the Company’s Tokens involves a high degree of risk. In determining whether to purchase the Company’s Tokens, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s Tokens or securities. An investor should only purchase the Company’s Tokens or securities if he or she can afford to suffer the loss of his or her entire investment.

Risks Related to Our Business

If our design and marketing efforts do not effectively raise the recognition and reputation of our brands, we may not be able to successfully implement our growth strategy.

We believe that our ability to raise the recognition and favorable perception of our brands is critical to implement our growth strategy, which includes further penetrating our domestic retail channel, accelerating our international growth and expanding complementary product categories. To extend the reach of our brands, we believe we must devote significant time and resources to product design and development, marketing and promotions. These expenditures, however, may not result in a sufficient increase in net sales to cover such expenses over the short term. Furthermore, we must balance our growth with the effect it has on the authenticity of our brand. For example, our credibility and brand image could be weakened if our consumers perceive our distribution channels to be too broad or our retailers to not fit with our lifestyle image. If any of these events occur, our consumer base and our net sales may decline and we may not be able to successfully implement our growth strategy.

If we are unable to continue to develop innovative and popular products, our brand image may be harmed and demand for our products may decrease.

Consumer electronics and youth culture lifestyle are subject to constantly and rapidly changing consumer preferences based on industry trends and performance features. Our success depends largely on our ability to lead, anticipate, gauge and respond to these changing consumer preferences and trends in a timely manner, while preserving and strengthening the perception and authenticity of our brand. We must continue to develop innovative, trend-setting and stylish products that provide better design and performance attributes than the products of our competitors. Market acceptance of new designs and products is subject to uncertainty and we cannot assure you that our efforts will be successful. The inability of new product designs or new product lines to gain market acceptance could adversely affect our brand image, our business and financial condition. Achieving market acceptance for new products may also require substantial marketing efforts and expenditures to increase consumer demand, which could constrain our management, financial and operational resources. If new products we introduce do not experience broad market acceptance or demand for our existing products wanes, our net sales and market share could decline.

We may not be able to compete effectively, which could cause our net sales and market share to decline.

The consumer electronics industry is highly competitive, and characterized by frequent introduction of new competitors, as well as increased competition from established companies expanding their product portfolio, aggressive price cutting and resulting downward pressure on gross margins and rapid consolidation of the market resulting in larger competitors. We face competition from consumer electronics brands that have historically dominated the stereo headphone market, in addition to sport brand and lifestyle companies that also produce headphone products. These companies include, among others, Sony, JBL, Bose, LG, Turtle Beach and Apple (which includes Beats by Dr. Dre, which was purchased by Apple in 2014). These competitors may have significant competitive advantages, including greater financial, distribution, marketing and other resources, longer operating histories, better brand recognition among certain groups of consumers, and greater economies of scale. In addition, these competitors have long-term relationships with many of our larger retailers that are potentially more important to those retailers. As a result, these competitors may be better equipped to influence consumer preferences or otherwise increase their market share by:

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● quickly adapting to changes in consumer preferences; ● readily taking advantage of acquisition and other opportunities; ● discounting excess inventory; ● devoting greater resources to the marketing and sale of their products, including significant advertising, media placement and product endorsement; ● adopting aggressive pricing policies; and ● engaging in lengthy and costly intellectual property and other legal disputes.

Additionally, the industry in which we compete generally has low barriers to entry that allow the introduction of new products or new competitors at a fast pace. Some retailers have begun to introduce their own private label headphones, which could reduce the volume of product they buy from us, as well as decrease the shelf space they allocate to our products. If we are unable to protect our brand image and authenticity, while carefully balancing our growth, we may be unable to effectively compete with these new market entrants or new products. The inability to compete effectively against new and existing competitors could have an adverse effect on our net sales and results of operations, preventing us from achieving future growth.

If we are unable to obtain intellectual property rights and/or enforce those rights against third parties who are violating those rights, our business could suffer.

We rely on various intellectual property rights, including patents, trademarks, trade secrets and trade dress to protect our brand name, reputation, product appearance and technology. If we fail to obtain, maintain, or in some cases enforce our intellectual property rights, our competitors may be able to copy our designs, or use our brand name, trademarks or technology. As a result, if we are unable to successfully protect our intellectual property rights, or resolve any conflicts effectively, our results of operations may be harmed.

We are susceptible to counterfeiting of our products, which may harm our reputation for producing high-quality products and force us to incur expenses in enforcing our intellectual property rights. Such claims and lawsuits can be expensive to resolve, require substantial management time and resources, and may not provide a satisfactory or timely result, any of which would harm our results of operations. It can be particularly difficult and expensive to detect and stop counterfeiting, whether in the United States or abroad. Despite our efforts to enforce our intellectual property, counterfeiters may continue to violate our intellectual property rights by using our trademarks or imitating or copying our products, which could harm our brand, reputation and financial condition. Since our products are sold internationally, we are also dependent on the laws of a range of countries to protect and enforce our intellectual property rights. These laws may not protect intellectual property rights to the same extent or in the same manner as the laws of the United States.

We also face competition from competitors in the United States and abroad that are not “counterfeiters” but that may be using our patented technology, using confusingly similar trademarks, or copying the “look-and-feel” of our products. We may have to engage in expensive and distracting litigation to enforce and defend our patents, trademarks, trade dress, or other intellectual property rights. Our enforcement of our intellectual property rights also places such assets at risk. For example, it is common for a competitor that is accused of infringing a patent, trademark, or other intellectual property right to challenge the validity of that intellectual property right. If that intellectual property right is invalidated, it is no longer available to assert against other competitors. Finally, competitors may also circumvent a patent by designing around the patent.

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If the popularity or growth of the portable media device, smartphone and gaming console markets stagnates or our products are no longer compatible with these devices, our business and financial condition may be negatively affected.

We have experienced growth in the past due in part to the popularity of, and increase in demand for, portable media devices, smartphones and gaming consoles. We expect that sales of such products will continue to drive a substantial portion of our net sales in the future. However, the markets for portable media devices, smartphones and gaming consoles continue to evolve rapidly and are dominated by several large companies. Increased competition in the headphone market from established media device companies, including enhanced headphones bundled by the manufacturer, a decline in demand or popularity for such products due to technological changes or otherwise, legal restrictions or the inability to use our products with portable media devices, smartphones or gaming consoles, may negatively affect our business and financial condition.

Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.

To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers before firm orders are placed by our retailers and distributors. In addition, a portion of our net sales are generated by orders for immediate delivery, particularly during our historical peak season from August through December. If we fail to accurately forecast retailer and distributor demand we may experience excess inventory levels or a shortage of product to deliver to our retailers or distributors. Factors that could affect our ability to accurately forecast demand for our products include:

● changes in consumer demand for our products; ● lack of consumer acceptance for our new products; ● product introductions and/or discounting by competitors; ● changes in general market conditions or other factors, ● which may result in cancellations of advance orders or a reduction or increase in the rate of reorders; ● weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items; and ● terrorism or acts of war, or the threat thereof, which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials.

Inventory levels in excess of retailer and distributor demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would have an adverse effect on our gross margin. In addition, if we underestimate the demand for our products, our manufacturers may not be able to produce a sufficient number of products to meet such unanticipated demand, and this could result in delays in the shipment of our products and damage to our relationship with our retailers and distributors.

We must order components for our products and build inventory in advance of product announcements and shipments. Consistent with industry practice, components are normally acquired through a combination of purchase orders, supplier contracts, and open orders, in each case based on projected demand. Because our markets are volatile, competitive and subject to rapid technology and price changes, there is a risk we will forecast incorrectly and order or produce excess or insufficient amounts of components or products, or not fully utilize firm purchase commitments.

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Our net sales and operating income fluctuate on a seasonal basis and decreases in sales or margins during our peak seasons could have a disproportionate effect on our overall financial condition and results of operations.

Historically, we have experienced greater net sales in the second half of a calendar year relative to those in the first half, due to a concentration of shopping around the fall and holiday seasons. As a result, our net sales and gross margins are typically higher in the third and fourth quarters and lower in the first and second quarters, as fixed operating costs are spread over the differing levels of sales volume. Given the strong seasonal nature of our sales, appropriate forecasting is critical to our operations. We anticipate that this seasonal impact on our net sales is likely to continue and any shortfall in expected third and fourth quarter net sales would cause our annual results of operations to suffer significantly.

We have a history of operating losses, and expect to incur significant additional operating losses in the future if we fail to execute our strategy.

Monster, Inc. (formerly known as Monster Cable Products, Inc.) was formed in 1978 and together with its subsidiaries and affiliates, has almost 40 years of operating history. We continue to incur operating losses. At December 31, 2017 and 2016, we had $7.8 million and $8.3 million in cash and cash equivalents, respectively. We had negative working capital as of December 31, 2017 and 2016 of $75.9 million and $10.5 million, respectively. For the year ended December 31, 2017, we had a net loss of $26.7 million. In the first quarter ended March 31, 2018, the Company incurred a net loss of approximately $19.6 million. The amount of future losses and when, if ever, we will achieve profitability are uncertain. As set forth in Note 1 to our financial statements, the management team of Monster (the “Management”) has taken several actions to address our operating losses, including reducing headcount across functional areas, negotiating with customers to lower returns and incentives under dealer programs, reducing marketing spend and branding partnerships to refocus on digital and social marketing, outsourcing distribution to a 3PLsolution, closing down its manufacturing facility in Tijuana, Mexico and eliminating unprofitable products and streaming the product portfolio by reducing the SKU count. If we are unsuccessful at some or all of these undertakings, our business, prospects, and results of operations may be materially adversely affected.

We may need to secure additional financing.

We anticipate that we will incur operating losses for the foreseeable future. We may require additional funds for our anticipated operations and if we are not successful in securing additional financing, we may need to curtail our business operations.

Our auditors have issued a “going concern” audit opinion.

Our independent auditors have indicated, in their report on our December 31, 2017 financial statements, because of our recurring significant operating losses and net capital deficiency that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

We owe substantial debt to certain shareholder of Monster and if we are unable to pay the debt when due, the debt in such amount may have an adverse effect on our operations.

At December 31, 2017, the Company had collateralized notes payable to shareholders totaling approximately $100.5 million. On April 12, 2018, the two noteholders under common control of Mr. Noel Lee, our CEO and chairman, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of the Company, the certificate of designation of which is attached herein as Exhibit 4.1 and incorporated by reference from the current report on Form 8-K filed with the SEC on April 16, 2018. As of March 31, the principal and accrued interest on the outstanding notes amounted to approximately $____. These outstanding notes payable bear interest at the rate of 5% per annum, and matured or will mature between February 2018 and April 2020. Repaying these outstanding notes may put a strain on our limited our cash on hand and in the event that we are unable to pay these notes when due and we in default and as such this could have a material adverse effect on our business.

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In the event that we lose our action against a former vendor we may be liable for damages.

We had a license agreement (the “License Agreement”) with a consumer electronics company (the “Licensor” or “Vendor”) to sell headphone products under the Licensor’s trade name and pay related royalties. The License Agreement was terminated on June 30, 2012.

As a result of the termination of the License Agreement, we and the Licensor simultaneously entered into several other agreements (collectively, the “Vendor Agreements”) to wind down their business relationship.

Under the Vendor Agreements, the parties agreed to settle related receivables and payables based on a final reconciliation report for contract compliance by an independent accounting firm mutually appointed by the Company and Vendor.

In January 2015, the Company and its majority shareholder and managing member brought a complaint (the “Complaint”) against the Vendor, as well as the Vendor’s current and former owners and managers, seeking damages relating to numerous actions, including several relating to the License Agreement and Vendor Agreements. In August 2016, the court granted the Vendor’s Motion for Summary Judgment. In January 2016, the Vendor filed a cross-complaint (the “Cross-Complaint”) against the Company and its majority shareholder and managing members alleging certain breaches relating to the Vendor Agreements and seeking damages for attorneys’ fees and costs incurred in responding to the Complaint. As of March 15, 2018, no accrual has been provided for this matter as management intends to vigorously defend these allegations and believes that the likelihood of an unfavorable outcome to the Cross-Complaint is neither probable nor estimable at this time.

On January 16, 2018, Monster and Noel Lee, the chairman and CEO of Monster, posted a bond on the Complaint and have filed an appeal of the judgement. On January 30, 2018, a judgement was issued against Monster and Noel Lee on the Cross-Complaint. On March 6, 2018, Monster and Noel Lee filed an appeal of the judgement.

In the event that this action is decided against the Company, the Company may have to pay several million dollars or more in damages which could strain its cash position.

One of our retailers accounts for a significant amount of our net sales, and the loss of, or reduced purchases from, this or other retailers could have a material adverse effect on our operating results.

In 2017, we had no customers which accounting for more than 10% of our gross sales. In 2016, two customers accounting for 21.9% of gross sales. We do not have long-term contracts with any of our retailers and all of our retailers generally purchase from us on a purchase order basis. As a result, retailers generally may, with no notice or penalty, cease ordering and selling our products, or materially reduce their orders. If certain retailers, individually or in the aggregate, choose to no longer sell our products, to slow their rate of purchase of our products or to decrease the number of products they purchase, our results of operations would be adversely affected.

We may be adversely affected by the financial condition of our retailers and distributors.

Some of our retailers and distributors have experienced financial difficulties in the past. A retailer or distributor experiencing such difficulties generally will not purchase and sell as many of our products as it would under normal circumstances and may cancel orders. In addition, a retailer or distributor experiencing financial difficulties generally increases our exposure to uncollectible receivables. We extend credit to our retailers and distributors based on our assessment of their financial condition, generally without requiring collateral, and sometimes are not able to obtain information regarding their current financial status. Failure of these retailers or distributors to remain current on their obligations to us could result in losses that exceed the reserves we set aside in anticipation of this risk. Additionally, while we have credit insurance against some of our larger retailers, there is no assurance that such insurance will sufficiently cover any losses. We are also exposed to the risk of our customers declaring bankruptcy, exposing us to claims of preferential payment claims. Financial difficulties on the part of our retailers or distributors could have a material adverse effect on our results of operations and financial condition.

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Changes in the mix of retailers and distributors to whom we sell our products could impact our gross margin and brand image, which could have a material adverse effect on our results of operations.

We sell our products through a mix of retailers, including specialty, consumer electronics, big-box, sporting goods and mobile phone retailers and to distributors. The retail landscape is changing with consumers shopping habits shifting away from the traditional brick and mortar stores to online sales. Any changes to our current mix of retailers and distributors could adversely affect our gross margin and could negatively affect both our brand image and our reputation. We generally realize lower gross margins when we sell through our distributors, and therefore our gross margins may be adversely impacted if we increase product sales made through distributors as opposed to direct to our retailers. In addition, we sell certain products at higher margins than others and any significant changes to our product mix made available to our retailers could adversely affect our gross margin. A negative change in our gross margin or our brand image could have a material adverse effect on our results of operations and financial condition.

To remain competitive and stimulate customer demand, we must keep up with changes in technology and successfully manage frequent product introductions and transitions.

Due to the highly volatile and competitive nature of the industries in which we compete, we must continually introduce new products, services and technologies, enhance existing products and services, and effectively stimulate customer demand for new and upgraded products. In addition, our products must remain compatible with smartphones, tablets, computers and other similar consumer electronic devices that transmit audio. The success of new product introductions depends on a number of factors including: remaining compatible with changes in technology; timely and successful product development; market acceptance; our ability to manage the risks associated with the new product production ramp-up issues, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of products in appropriate quantities and costs to meet anticipated demand, and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. Accordingly, if technology changes and our products are no longer compatible or we cannot effectively introduce new products and manage transitions, our financial condition would be negatively impacted.

We face business, political, operational, financial and economic risks because a portion of our net sales are generated internationally and substantially all of our products are manufactured outside of the United States.

For the year ended December 31, 2017 international net sales were $26.6 million, or 46.3% of net sales. In addition, substantially all of our products are manufactured in China. In the past we have experienced increased lead-time from some of our manufacturers in China and we may encounter such increased lead-times in the future. Changing economic conditions in China may cause further issues with lead-time and impact the financial solvency of our third party manufacturers. Because we operate on a build-to-forecast model, extended lead-time can cause unexpected inventory shortages or excesses which may reduce our net sales.

In addition, we face business, political, operational, financial and economic risks inherent in international business, many of which are beyond our control, including:

● difficulties obtaining domestic and foreign export, import and other governmental approvals, permits and licenses, and compliance with foreign laws, which could halt, interrupt or delay our operations if we cannot obtain such approvals, permits and licenses, and that could have a material adverse effect on our results of operations; ● difficulties encountered by our international distributors or us in staffing and managing foreign operations or international sales, including higher labor costs, which could increase our expenses and decrease our net sales and profitability;

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● transportation delays and difficulties of managing international distribution channels, which could halt, interrupt or delay our operations; ● longer payment cycles for, and greater difficulty collecting, accounts receivable, which could reduce our net sales and harm our financial results; ● changes in the financial solvency of our third party manufacturers would impact our ability to receive inventory timely; ● trade restrictions, higher tariffs, currency fluctuations or the imposition of additional regulations relating to import or export of our products, especially in China, where substantially all of our products are manufactured, which could force us to seek alternate manufacturing sources or increase our expenses, either of which could have a material adverse effect on our results of operations; ● political and economic instability, including wars, terrorism, political unrest, boycotts, strikes, curtailment of trade and other business restrictions, any of which could materially and adversely affect our net sales and results of operations; and ● natural disasters, which could have a material adverse effect on our results of operations; ● disruptions in the global transportation network such as a port strike, and work stoppages or other labor unrest.

Any of these factors could reduce our net sales, decrease our gross margins and increase our expenses.

We are subject to laws and regulations worldwide, changes to which could increase our costs and individually or in the aggregate adversely affect our business.

We are subject to laws and regulations affecting our domestic and international operations in a number of areas. These U.S. and foreign laws and regulations affect our activities including, but not limited to, areas of labor, advertising, digital content, consumer protection and compliance, e-commerce, promotions, quality of services, mobile communications, intellectual property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy requirements, environmental, health, and safety.

By way of example, laws and regulations related to consumer electronics in the many jurisdictions in which we operate are extensive and subject to change. Such changes could include, among others, restrictions on the production, manufacture, distribution, and use of devices. These devices are also subject to certification and regulation by governmental and standardization bodies. These certification processes are extensive and time consuming, and could result in additional testing requirements, product modifications, delays in product shipment dates, or preclude us from selling certain products. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation could individually or in the aggregate make our products and services less attractive to our customers, delay the introduction of new products in one or more regions, or cause us to change or limit its business practices. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations or our policies and procedures.

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If our relationship with our manufacturers terminates or is otherwise impaired, we would likely experience increased costs, disruptions in the manufacture and shipment of our products and a material loss of net sales.

We have no long-term contracts with our manufacturers and, as a result, our manufacturers could cease to provide products to us without notice. We have a limited number of manufactures we use and some of our products are produced by one manufacturer. We cannot be certain that we will not experience operational difficulties with our manufacturers, including reductions in the availability of production capacity, errors in complying with product specifications and regulatory schemes covering our products in our key markets, insufficient quality control, failures to meet production deadlines, increases in manufacturing costs and increased lead times. In the event our manufacturers experience operational or financial difficulties, or terminate our relationship, our results of operations could be adversely affected.

We have created a manufacturer selection and qualification program and are actively looking for new manufacturing sources in other countries and other regions of China. Qualifying new manufacturing sources may result in increased costs, disruptions and delays in the manufacture and shipment of our products while seeking alternative manufacturing sources, and a corresponding loss of net sales. In addition, any new manufacturer may not perform to our expectations or produce quality products in a timely, cost-efficient manner, either of which could make it difficult for us to meet our retailers’ and distributors’ orders on satisfactory commercial terms.

The failure of any manufacturer to perform to our expectations could result in supply shortages or delivery delays, either of which could harm our business.

Any shortage of raw materials or components could impair our ability to ship orders of our products in a cost-efficient manner or could cause us to miss the delivery requirements of our retailers or distributors, which could harm our business.

The ability of our manufacturers to supply our products is dependent, in part, upon the availability of raw materials and certain components. Our manufacturers may experience shortages in the availability of raw materials or components, which could result in delayed delivery of products to us or in increased costs to us. For example, we are dependent on the supply of certain components for our production of iPhone compatible headphones. These components are in high demand and we have experienced supply shortages in the past. Any shortage of raw materials or components or inability to control costs associated with manufacturing could increase the costs for our products or impair our ability to ship orders in a timely cost-efficient manner. As a result, we could experience cancellation of orders, refusal to accept deliveries or a reduction in our prices and margins, any of which could harm our financial performance and results of operations.

Our products and services may experience quality problems from time to time that can result in decreased sales and operating margin and harm to our reputation.

From time to time, our products may contain design and manufacturing defects. There can be no assurance we will be able to detect and fix all defects in the hardware we sell. Failure to do so could result in lost revenue, significant warranty and other expenses, and harm to our reputation.

Our business could suffer if any of our manufacturers fail to use acceptable labor practices.

We do not control our manufacturers or their labor practices. The violation of labor or other laws by a manufacturer utilized by us, or the divergence of an independent manufacturer’s labor practices from those generally accepted as ethical or legal in the United States, could damage our reputation or disrupt the shipment of finished products to us if such manufacturer is ordered to cease its manufacturing operations due to violations of laws or if such manufacturer’s operations are adversely affected by such failure to use acceptable labor practices. If this were to occur, it could have a material adverse effect on our financial condition and results of operations.

Changes in tariffs, import or export restrictions, Chinese regulations or other trade barriers may reduce gross margins.

We may incur increases in costs due to changes in tariffs, import or export restrictions, other trade barriers, or unexpected changes in regulatory requirements, any of which could reduce our gross margins. For example, the Trump administration proposed tariffs of as much as $60 billion against Chinese goods in Mid-March 2018. It is difficult to anticipate the impact on our business caused by the proposed tariffs or whether the proposed changes in tariffs will materialize in the future. Given the relatively fluid regulatory environment in China and the United States, there could be additional tax, tariffs or other regulatory changes in the future. Any such changes could directly and materially adversely impact our financial results and general business condition.

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If we experience problems with our distribution network for domestic and international retailers, our ability to deliver our products to the market could be adversely affected.

We rely on our distribution facilities operated by third party supply chain providers for the majority of our domestic and international product distribution. Our distribution facilities utilizes computer controlled and automated equipment, which means the operations are complicated and may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. We have experienced some of these problems in the past and we cannot assure you that we will not experience similar problems in the future. We maintain business interruption insurance, but it may not adequately protect us from the adverse effects that could be caused by significant disruptions in our distribution facilities, such as the long-term loss of retailers or an erosion of our brand image. In addition, our distribution capacity is dependent on the timely performance of services by third parties, including the shipping of product to and from our warehouse facilities. If we encounter problems with the facilities, our ability to meet retailer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies could be materially adversely affected.

Our current executive officers are critical to our success and the loss of any of these individuals, or other key personnel, could harm our business and brand image.

We are heavily dependent upon the contributions, talent and leadership of our current executive officers. The Company recently recruited its current Chief Operating Officer and Chief Financial Officer who endeavor to revitalize The loss of executive officers or the inability to attract or retain qualified executive officers could delay the development and introduction of, and harm our ability to sell our products and damage our brand, which could have a material adverse effect on our results of operations. Changes in management may have a negative effect on our business and operations. Our future success also depends on our ability to attract and retain additional qualified design and marketing personnel. We face significant competition for these individuals worldwide and we may not be able to attract or retain these employees.

Claims that we violate a third party’s intellectual property rights may give rise to burdensome litigation, result in potential liability for damages or impede our development efforts.

We cannot assure you that our products or activities do not violate the patents or other intellectual property rights of third parties. Patent infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm our reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of our business. In addition, intellectual property litigation could force us to do one or more of the following:

● cease developing, manufacturing, or selling products that incorporate the challenged intellectual property; ● obtain and pay for licenses from the holder of the infringed intellectual property right, which licenses may not be available on reasonable terms, or at all; ● redesign or reengineer products; ● change our business processes; and ● pay substantial damages, court costs and attorneys’ fees, including potentially increased damages for any infringement or violation found to be willful.

In the event of an adverse determination in an intellectual property suit or proceeding, or our failure to license essential technology, our sales could be harmed and/or our costs could increase, which could harm our financial condition.

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We may be subject to product liability or warranty claims that could result in significant direct or indirect costs, or we could experience greater returns from retailers than expected, which could harm our net sales.

We generally provide a limited warranty on all of our products. The occurrence of any quality problems due to defects in our products could make us liable for damages and warranty claims in excess of our current reserves. In addition to the risk of direct costs to correct any defects, warranty claims or other problems, any negative publicity related to the perceived quality of our products could also affect our brand image, decrease retailer and distributor demand and our operating results and financial condition could be adversely affected.

Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including: changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and any repatriation of non-US earnings for which we have not previously provided for U.S. taxes. We regularly assess all of these matters to determine the adequacy of our tax provision.

Currency exchange rate fluctuations may disrupt our business and make our products less competitive, having a material adverse impact on our business.

With approximately 46.3% of our net sales for the year ended December 31, 2017 arising from foreign net sales, a growing percentage of our net revenues are derived from markets outside the U.S. Our international businesses operate in functional currencies other than the U.S. dollar. Products sold by our international businesses and the cost of these products may be affected by relative changes in the value of the local currencies of our subsidiaries and our manufacturers. Price increases caused by currency exchange rate fluctuations may make our products less competitive or have an adverse effect on our net revenues, margins and operating results. Currency exchange rate fluctuations may also disrupt the business of the contract manufacturers from which we source our products by making their purchases of raw materials more expensive and more difficult to finance. As a result, currency fluctuations may have a material adverse effect on our financial condition.

Additionally, concerns regarding the short- and long-term stability of the euro and its ability to serve as a single currency for countries in the Eurozone could lead individual countries to revert, or threaten to revert, to their former local currencies, potentially dislocating the euro. If this were to occur, the assets we hold in a country that re-introduces its local currency could be significantly devalued, the cost of raw materials or our manufacturing operations could substantially increase, and the demand and pricing for our products could be materially adversely affected. Furthermore, if it were to become necessary for us to conduct business in additional currencies, we could be subject to additional earnings volatility as amounts in these currencies are translated into U.S. dollars.

An information system’s interruption or breach in security could adversely affect us.

Privacy, security, and compliance concerns have continued to increase as technology has evolved. We rely on accounting, financial and operational management information systems to conduct our operations. Any interruption to our operating systems or breach in security could disrupt or adversely affect our business operations and the result of our financial performance.

Risks relating to our Monster Money Network and MMNY Tokens

The Monster Money Network may not be widely adopted and may have limited number of active users.

We expect to have retail consumers order and purchase our products on the Monster Money Network and pay for their purchases in MMNY Tokens. It is possible that the Monster Money Network may not become popular or be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of its ecosystems. Such lack of use or interest could negatively impact the development of the Monster Money Network and therefore the potential value of MMNY Tokens.

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Alternative networks may be established that compete with or are more widely used than the Monster Money Network. We may face significant competition.

It is possible that alternative networks could be established that utilize the same or similar open source code and protocol underlying the Monster Money Network and attempt to facilitate services that are materially similar to the our primary services. The Monster Money Network may compete with these alternative networks, which could negatively impact our profitability of our Platform and value of the Tokens.

In addition, there are widely adopted E-commerce platforms where retail customers have access to Monster products using fiat currencies, such as Amazon, E-Bay and Alibaba. Monster Money Network shall face significant competition with those traditional E-commerce platforms.

The Monster Money Network may be the target of malicious cyber attacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of Tokens. If the Monster Money Network’s security is compromised or if the Monster Money Network is subjected to attacks that frustrate or thwart our users’ ability to access the Monster Money Network, their Tokens or the Monster products and services, users may cut back on or stop using the Monster Money Network altogether, which could seriously curtail the utilization of our Tokens and cause a decline in the market price and value of MMNY Tokens.

We contemplate to complete Stage I of Monster Money Network before the Effective Date of this prospectus whereby potential holders of MMNY Tokens will be able to set up their Monster Money wallets (“Monster Money Wallets”) and purchase Monster products in MMNY Tokens. However, Monster Money Network’s structural foundation, the software application and other interfaces or applications built therein are still in an early development stage and the management of the Company does not have operating data to evaluate the efficiency of Monster Money Network.

As a result of such, there can be no assurance that MMNY Tokens and the creating, transfer or storage of the MMNY Tokens will be uninterrupted or fully secure which may result in a complete loss of users’ Tokens or an unwillingness of users to access, adopt and utilize the Monster Money Network. Further, the Monster Money Network may also be the target of malicious attacks seeking to identify and exploit weaknesses in the software or the Monster Money Network which may result in the loss or theft of MMNY Tokens. For example, if the Monster Money Network and MMNY Tokens are subject to unknown and known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), this may materially and adversely affect the Monster Money Network.

Our Monster Money Network uses and relies on Ethereum framework. If the Ethereum framework were to become unavailable to the Monster Money Network for some reason, our operations on Monster Money Network would be disrupted for a period of time until we migrate our data to an alternate blockchain framework or develop our own system.

Monster Money Network uses and relies on the Ethereum framework to process and record transactions and therefore it is vulnerable to any disruption, errors or cyber attacks occurred to the Ethereum blockchain. We will keep internal data and transaction records for Monster Money Network separate from Ethereum. If and when the Ethereum framework becomes unavailable to Monster Money Network for some reason, our technology team will start duplicate the Ethereum system and recreate the entire operating system. However, in that circumstance, our operations on Monster Money Network will be disrupted for a period of time until we migrate our data and transaction records to our own back-up blockchain system.

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The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and token Offerings, such as MMNY Tokens, is uncertain, and new regulations or policies may adversely affect the development of the Monster Money Network and MMNY Tokens.

Regulation of tokens (including MMNY Tokens) and token offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is being developed and likely to rapidly evolve. Regulations on token offerings vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Monster Money Network and the adoption and utility of the MMNY Tokens. Failure by the Company or certain users of the Monster Money Network to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation, could result in a variety of adverse consequences, including civil penalties and fines.

As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operations.

In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks and special license for virtual currency business activities in the State of New York. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Securities Exchange Commission (the “SEC”), and the Commodity Futures Trading Commission (the “CFTC”), for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws.

The regulation of non-currency use of Blockchain assets is also uncertain. The CFTC has publicly taken the position that certain Blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some Blockchain related assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a Blockchain network or asset, the Monster Money Network and the Tokens may be adversely affected.

Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Monster Money Network. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact our business. It is impossible to predict the effects of any future regulatory change on tokens and blockchain technology, but such change could be substantial and adverse to the development and growth of the Monster Money Network and the adoption and utility of MMNY Tokens.

New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity of our Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.

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The State of California legislation is evaluating the proposed Virtual Currency Act, the effectiveness of which may adversely affect our Monster Money Network, the value of MMNY Tokens and blockchain-related business activities.

The State of California has introduced the Virtual Currency Act (A.B. 1123), which would require anyone involved in a “virtual currency business” in California to first register with California’s Commissioner of Business Oversight except such business activity falls under one of the carve-out exemptions under the proposed new law. The proposed California Virtual Currency Act defines a “virtual currency business” as any business “maintaining full custody or control of virtual currency in this state on behalf of others.” This seems to suggest businesses such as cryptocurrency exchanges or wallets that provide virtual currency accounts would need to register through this process when and if the proposed regulation becomes effective. We are a California-based company and would be subject to the new crypto legislation if it were passed. It is uncertain whether and when the new California Virtual Currency Act will come into effect, how complicated the bitlicense application process will be and how much it will affect our Monster Money Network, blockchain and cryptocurrency related business operations and the results of our business operations. The effectiveness of the Virtual Currency Act may adversely affect our Monster Money Network, the value of MMNY Tokens and blockchain-related business activities, or even disrupt or cease our blockchain and virtual currency related business.

This issuance of MMNY Tokens may constitute the issuance of a “security” under U.S. federal securities laws.

On July 25, 2017, the SEC issued a Report of Investigation under Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) describing an SEC investigation of The DAO, a virtual organization, and its use of distributed ledger or Blockchain technology to facilitate the offer and sale of DAO Tokens to raise capital. The SEC applied existing U.S. federal securities laws to this new paradigm, determining that DAO Tokens were securities. The SEC stressed that those who offer and sell securities in the U.S. are required to comply with federal securities laws, regardless of whether those securities are purchased with virtual currencies or distributed with Blockchain technology. The SEC’s announcement, and the related Report, may be found here: https://www.sec.gov/news/press-release/2017-131

As noted by the SEC, the issuance of tokens represents a new paradigm and the application of the federal securities laws to this new paradigm is very fact specific.

We may not receive necessary regulatory approvals to publicly offer MMNY Tokens via this registration statement.

We believe that prior to commencement of sale of MMNY Tokens to the public, we need regulatory approvals, and/or “no action” clearances, from the SEC and possibly state securities regulators. If we are unable to obtain these regulatory approvals or “no action” clearances, we may have to reconfigure the offering of MMNY Token so that we satisfy regulatory requirements. If we cannot obtain the necessary approvals, we may not be able to launch Monster Money Network or distribute MMNY Tokens effectively or at all.

The holders of MMNY Tokens and Company will have limited or no control over the Ethereum blockchain framework and the holders of MMNY Tokens will not have rights as stockholders of the Company.

MMNY is comprised of technologies that depend on the Ethereum network to run certain software programs to process transactions. Because of this decentralized model, the Company and holders of MMNY Tokens have limited or no control over the Etherum network, which has its independent and separate governance protocols and rules.

In addition, holders of MMNY Tokens are not and will not be entitled, to vote or be deemed the holder of capital stock of the Company for any purpose, nor will anything be construed to confer on the Investors any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of shareholder meetings, or to receive subscription rights or otherwise.

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The public trading of MMNY Tokens on a cryptocurrency exchange may not occur by June 30, 2020 or may be ceased due to government enforcement actions, in which case holders of MMNY Tokens who purchase MMNY Tokens pursuant to this prospectus will be able to convert their MMNY Tokens into the Company’s Common Stock.

Investors in this Offering will be able to use MMNY Tokens on Monster Money Network once they receive their Tokens in their Monster Money Wallets. The public trading of MMNY Tokens on a cryptocurrency exchange may not occur by June 30, 2020 or may be ceased due to government enforcement actions on or before June 30, 2020. In the event of the ICO Failure, holders of MMNY Tokens will have the right to convert the non-tradable Tokens to shares of the Company’s Common Stock at the Conversion Rate. Investors in this Offering should be aware that they may become holders of the Company’s Common Stock, which is subject to various risks as set forth in this prospectus.

We have not identified all the persons that we will need to provide services and functions critical to the development and maintenance of Monster Money Network and no assurance can be given that we will be able to engage the necessary persons on acceptable terms, if at all.

Monster Money Network is in its developmental stage and we need to identify and recruit qualified personnel with backgrounds in developing and distributing blockkchain ledger technologies to implement our business plan. We have not identified all the persons that we will need to engage to provide services and functions critical to the development and maintenance of Monster Money Network. We cannot assure that we will be able to engage persons with the necessary expertise on the terms acceptable to us, or at all. Further, there can be no assurance given that if we are able to engage such service providers that they will be able to provide the services and functions meeting our specifications and requirements. If we fail to identify and engage such service providers or personnel, or if the providers fail to satisfy our specifications and requirements, it could have a material adverse effect on our ability to develop and maintain Monster Money Network successfully.

We may be unable to protect our proprietary technology or keep up with that of our competitors.

Our success will depend to a significant degree upon the protection of our software and other proprietary intellectual property rights. We may be unable to deter misappropriation of our proprietary information, detect unauthorized use, or take appropriate steps to enforce our intellectual property rights. In addition, our competitors may now have or may in the future develop technologies that are as good as or better than our technology without violating our proprietary rights. Our failure to protect our software and other proprietary intellectual property rights or to utilize technologies that are as good as our competitors’ could put us at a disadvantage to our competitors.

Risks Related to our Common Stock, MMNY Tokens and this Offering

There is currently no public trading market for our MMNY Tokens or common stock and an active trading market for our MMNY Tokens or common stock may not develop.

There is currently no public or other market for our MMNY Tokens or our Common Stock. We intend to seek listing MMNY Tokens on a recognizable cryptocurrency exchange and trading our Common Stock on a stock market or exchange. We may never list MMNY Tokens on such cryptocurrency market or exchange or develop a liquid trading market for MMNY Tokens or our Common Stock.

Even if MMNY Tokens or our Common Stock becomes traded on a market or exchange, we cannot predict when an active trading market of MMNY Tokens or our Common Stock will develop or how liquid that market might become. An active public market for MMNY Tokens or our Common Stock may not develop or be sustained. If an active public market does not develop or is not sustained for MMNY Tokens or our Common Stock, it may be difficult for you to sell your MMNY Tokens or shares of Common Stock in the event of conversion at a price that is attractive to you, or at all.

The Offering is being conducted on a “best efforts basis” with respect to the Maximum Offering Amount and we may not raise sufficient funds in this Offering for us to develop and maintain the Monster Money Network.

MMNY Tokens are being offered by us on a “best efforts” basis, meaning that there is no assurance that any or all of the 300,000,000 MMNY Tokens will be sold. If we sell less than the Maximum Offering Amount, we will be required to seek additional funding to develop our blockchain technology as contemplated, which may not be available on reasonable terms. If we do not raise sufficient funds in this Offering, or if we are not able to obtain additional funding, we may be required to modify or suspend our business plan, which could result in investors losing all or most of their investments. See “Use of Proceeds” on page 23 for more information.

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Our common stock may be subject to the “penny stock” rules of the Securities and Exchange Commission, which may make it more difficult for stockholders to sell our common stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Because we became public by means of a reverse acquisition, we may not be able to attract the attention of brokerage firms.

Because we became public through a “reverse acquisition”, securities analysts of brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for the Company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its common stock.

The Company may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. The Company may have difficulty attracting and retaining directors with the requisite qualifications. If the Company is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming the Company elects to seek and are successful in obtaining such listing) could be adversely affected.

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If the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could lose confidence in the Company’s financial reporting and this may decrease the trading price of its stock.

The Company must maintain effective internal controls to provide reliable financial reports and detect fraud. The Company has been assessing its internal controls to identify areas that need improvement. It is in the process of implementing changes to internal controls, but has not yet completed implementing these changes. Failure to implement these changes to the Company’s internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm its operating results and cause investors to lose confidence in the Company’s reported financial information. Any such loss of confidence would have a negative effect on the trading price of the Company’s stock.

There is no assurance that investors in this Offering will receive a return on their investment.

There is no assurance that investors will realize a return on their investments or that their entire investments will not be lost. For this reason, each investor should carefully read our Registration Statement, to which this Prospectus is a part. Investors should consult with their own attorneys and business advisors prior to making any investment decision with respect to the MMNY Tokens.

Voting power of our shareholders is highly concentrated by insiders.

As of the date of this prospectus the Company’s officers and directors beneficially owned approximately 93% of our outstanding shares of common stock and our chairman and CEO owned all the outstanding Series A Preferred Stock. Such concentrated control of the Company may adversely affect the price of our common stock. If you acquire common stock, you may have no effective voice in the management of the Company. Sales by insiders or affiliates of the Company, along with any other market transactions, could affect the market price of our common stock.

We do not intend to pay dividends for the foreseeable future.

We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business plan. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in our Company.

Our management will have broad discretion over the use of the net proceeds from this Offering and we may use the net proceeds in ways with which you disagree.

We currently intend to use the net proceeds from this offering to develop Monster Money Network and market Monster products on such Platform and for working capital and general corporate purposes. We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

There is no minimum offering amount that must be raised and as a result the Company may raise significantly less than the Maximum Offering Amount.

There is no minimum offering amount that must be raised and as result we may close on significantly less than the Maximum Offering Amount. In the event that we close on less than the Maximum Offering Amount, we may not have sufficient capital to execute on our business strategy the way we have intended. Our ability to obtain additional financing thereafter may have a materially adverse effect on our ability to execute its overall plan and your investment may be lost. All investor funds for subscriptions are being transmitted directly to the Company for the Company’s immediate use.

Additional MMNY Token or stock offerings in the future may dilute your percentage ownership of our company.

Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional MMNY Tokens and/or shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

If we are able to effect the issue of MMNY Tokens, MMNY Tokens sent to the incorrect wallet addresses may be difficult, if not impossible, to be recovered and may be permanently lost.

It is almost unlikely to recover MMNY Tokens that are sent to incorrect MMNY wallet addresses and is likely be lost. Investors in MMNY Tokens are subject to the inherent risk of permanently losing MMNY Tokens sent to wrong wallet addresses due to various reasons, such as cyber attacks or system failure. The occurrence of any such loss could have a material adverse effect on any investor of MMNY Tokens and could reduce people’s confidence in Monster Money Network which would have a material adverse effect on our business.

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FORWARD-LOOKING STATEMENTS

Statements in this current report in this Registration Statement may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this report, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to:

● our ability to raise funds for general corporate purposes and operations, including the development of Monster Money Network; ● the commercial feasibility and success of our bockchain technology and network; ● our ability to recruit qualified management and technical personnel; ● the success of Monster products and Monster Money Network; ● our ability to obtain and maintain required regulatory approvals for our products and services; and ● the other factors discussed in the “Risk Factors” section and elsewhere in this report.

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this current report.

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USE OF PROCEEDS

After deducting the commissions payable to the Selling Agents if applicable and the estimated offering expenses that are payable by us, we estimate that the ne