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~~

~~Atlantic Acquisition Inc.~~UNDER

~~(Exact~~THE SECURITIES ~~Name~~ACT ofOF ~~registrant in its charter)~~1933

Nevada	6770	81-1736095
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

MONSTER PRODUCTS, INC.

~~Harold~~(Exact name ~~Gewerter,~~of ~~Esq.~~registrant as specified in its charter)

Gewerter & Dowling

Nevada

3670

81-1736095

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification Number)

~~1212~~601 Gateway SBlvd., ~~Casino~~Suite ~~Center~~900

~~Las~~South San ~~Vegas~~Francisco, NVCA ~~89104~~94080

(~~702~~415) ~~382~~ 330-~~1714~~3479

(~~Name~~Address, including ~~address~~zip code, and telephone number, including area code, of ~~agent~~registrant’s ~~for~~principal ~~service~~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:

~~Harold~~Jay ~~Gewerter~~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

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

~~1212~~If any S.of ~~Casino~~the ~~Center~~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]

~~Las~~If this ~~Vegas~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, NVplease check ~~89104~~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(~~702~~c) ~~382-1714~~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. [ ]

EIf this Form is a post-~~mail: harold@gewerterdowling~~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.~~com~~ [ ]

~~Approximate~~Indicate by ~~date~~check ofmark ~~proposed~~whether ~~sale~~the toregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the ~~public:~~definitions Asof ~~soon~~“large asaccelerated ~~practicable~~filer,” ~~after~~“accelerated ~~this~~filer,” ~~Registration~~and ~~Statement~~“smaller reporting ~~becomes~~company” ~~effective~~in Rule 12b-2 of the Exchange Act.

IfLarge ~~any~~accelerated offiler ~~the~~[ ~~securities~~] ~~being~~Accelerated ~~registered~~filer ~~are~~[ ~~being~~] ~~offered~~Non-accelerated onfiler a[ ~~delayed~~] or(Do ~~continuous~~not ~~basis~~check ~~pursuant~~if toa ~~Rule~~smaller ~~415~~reporting ~~under~~company) ~~the~~Smaller ~~Securities~~reporting ~~Act~~company ~~of 1933, check the following box ☑~~[X]

IfIndicate by ~~this~~check ~~Form~~mark iswhether ~~filed~~the toregistrant ~~register~~is ~~additional~~an ~~securities~~emerging ~~for~~growth ancompany ~~offering~~as ~~pursuant~~defined toin Rule ~~462(b)~~405 ~~under~~of 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~~1933. .

IfEmerging growth ~~this~~company 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. ☐[X]

~~Indicate~~If an byemerging agrowth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ~~whether~~if the registrant ishas aelected ~~large~~not ~~accelerated~~to ~~filer,~~use anthe ~~accelerated~~extended ~~filer,~~transition aperiod ~~non-accredited~~for ~~filer~~complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) ~~smaller~~of ~~reporting~~the ~~company~~Securities Act. [ ]

~~Large~~† The ~~accelerated~~term ~~filer~~“new ☐or ~~Accelerated~~revised ~~filer~~financial ☐accounting ~~Non-accelerated~~standard” ~~filer~~refers ~~(Do~~to ~~not~~any ~~check~~update ifissued aby ~~smaller~~the ~~reporting~~Financial ~~company)~~Accounting ☐Standards Board ~~Smaller~~to ~~reporting~~its ~~company~~Accounting ☑Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per share (1)		Proposed maximum aggregate offering price		Amount of registration fee(2)
Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Common Stock-New Issue		1,000,000	$	0.02	$	20,000	$	2.01
MMNY Tokens	$	300,000,000.00		37,350.00
Common Stock—Current Shareholder		20,000,000	$	0.02	$	400,000	$	40.28
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.

~~(1) This~~The Registrant ishereby anamends ~~initial~~this ~~offering~~Registration ofStatement ~~securities~~on bysuch ~~the~~date ~~registrant~~or ~~and~~dates noas ~~current~~may ~~trading~~be ~~market~~necessary ~~exists~~to ~~for~~delay ~~our~~its ~~common~~effective ~~stock.~~date ~~The~~until the ~~Offering~~Registrant ~~price~~shall offile ~~the~~a ~~common~~further ~~stock~~amendment ~~offered~~which ~~hereunder~~specifically ~~has~~states ~~been~~that ~~arbitrarily~~this ~~determined~~Registration byStatement ~~the~~shall ~~Company~~thereafter ~~and~~become effective ~~bears~~in noaccordance ~~relationship~~with toSection ~~any~~8(a) ~~objective~~of ~~criterion~~the ofSecurities ~~value.~~Act ~~The~~or ~~price~~until ~~does~~the ~~not~~Registration ~~bear~~Statement ~~any~~shall ~~relationship~~become toeffective on such date as the ~~assets,~~Securities ~~book~~and ~~value~~Exchange Commission, ~~historical~~acting ~~earnings~~pursuant orto ~~net~~Section ~~worth~~8(a), ofmay ~~the Company~~determine.

~~(2)~~The information ~~Estimated~~in ~~solely~~this ~~for~~preliminary ~~purposes~~prospectus ofis ~~calculating~~not complete and may be changed. These securities may not be sold until the registration statement ~~fee~~filed ~~pursuant~~with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to ~~Rule~~sell nor ~~457~~does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~The Registrant hereby amends this Registration Statement on such date or dates as may be necessary~~ Subject 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 of 1933 or until the Registration Statement shall become effective on such date as the Commissioncompletion, ~~acting~~dated ~~pursuant~~May ~~to said Section 8(a)~~25, ~~may determine.~~2018

The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer Up to ~~sell these securities~~300, ~~and the Company is not soliciting an offer to buy these securities~~000,000 inMonster ~~any~~Money ~~state~~Tokens or(“MMNY ~~other jurisdiction where the offer or sale is not permitted.~~Tokens”)

~~The information in this document is not complete~~ and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

~~Prospectus~~75,000,000 shares ~~Atlantic~~of ~~Acquisition~~Common ~~Inc~~stock.

21Monster Products, Inc. (the “Company” or “we”) is offering up to three hundred million (300,000,000) ~~Shares~~of its Monster Money Tokens (“MMNY” or “Tokens”) for gross proceeds of ~~Common~~$300,000,000 ~~Stock~~(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.

$0Neither our MMNY nor our common stock is traded or quoted on any stock market in the United States.02 ~~per~~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.

~~McLaughlin~~This is ~~will~~a beself-underwritten ~~sold~~offering. ~~Messrs.~~This ~~Dotres,~~prospectus ~~Doro,~~is ~~and~~part ~~Bubeck,~~of ~~and~~a ~~Miss~~registration ~~McLaughlin~~statement ~~are~~that anpermits ~~underwriter~~our ~~for~~officers ~~the~~and ~~purposes~~directors ~~of this offering. The shares are intended~~ to sell bethe ~~sold~~Tokens directly ~~through~~to the ~~efforts~~public ofwith ~~Benny~~no ~~Doro,~~commission ~~our~~or ~~President.~~other ~~Messrs.~~remuneration ~~Dotres,~~payable ~~Doro,~~to ~~and~~them ~~Bubeck,~~for ~~and~~any ~~Miss~~Tokens ~~McLaughlin~~that ~~sale~~are issold ~~subject~~by them. toOur ~~the~~officers ~~requirements of Rule 419~~ and ~~the~~directors ~~shares~~will ~~they~~sell ~~are offering during~~ the ~~offering~~Tokens ~~period~~and ~~will~~intend beto ~~deposited~~offer ~~into~~them ~~the~~to ~~escrow~~friends, ~~account~~family ~~prior~~members, toand ~~commencement~~business ofacquaintances. In ~~this~~ offering. ~~Further,~~the ~~all~~Tokens ~~proceeds~~on ~~from~~our ~~the~~behalf, ~~resale~~our ofdirectors ~~his~~and ~~shares~~officers will berely ~~deposited~~on ~~into~~ the ~~Escrow~~safe ~~Account~~harbor ~~pending~~from ~~completion~~broker ofdealer ~~this~~registration set ~~offering~~out ~~and~~in ~~any~~Rule ~~acquisition.~~3a4-1 ~~The~~under ~~intended~~the ~~methods~~Securities ofExchange ~~communication~~Act byof ~~Benny~~1934. ~~Doro~~Our ~~include~~officers, ~~without limitation~~directors, ~~telephone~~control persons and ~~personal~~affiliates ~~contacts.~~may ~~For~~purchase Tokens ~~more~~in ~~information,~~this ~~see the section titled "Plan of Distribution" herein~~offering.

~~The~~We may ~~proceeds~~also ~~from~~engage ~~the~~registered ~~sale~~broker-dealers ~~of the shares in this offering should be payable~~ to ~~Branch~~offer ~~Banking~~and &sell ~~Trust~~the ~~Company~~Tokens (~~the~~each ~~"Trustee"~~a or“Selling ~~the "Escrow~~ Agent")” ~~fbo~~and ~~Atlantic~~collectively, ~~Acquisition~~the “Selling ~~Inc~~Agents”). ~~All~~We ~~subscription~~may ~~funds~~pay ~~will~~any besuch ~~held~~registered inpersons ~~escrow~~who bymake ~~the~~such ~~Trustee~~sales in a ~~non-interest~~commission ~~bearing~~of ~~Trust~~up ~~Account~~to ~~pending~~eight ~~the~~percent (8%) ~~achievement~~ of the ~~Minimum~~aggregate ~~Offering~~purchase ~~and~~price noof ~~funds~~the ~~shall~~MMNY beTokens ~~released~~sold toby ~~Atlantic Acquisition Inc. until~~ such aSelling ~~time~~Agent asin ~~the~~this ~~Minimum~~ Offering. ~~is attained~~However, atwe ~~which~~have ~~time~~not ~~such~~entered into ~~release~~any ~~shall~~underwriting beor ~~limited~~agent toagreement, ~~10%~~arrangement ofor ~~the~~understanding ~~proceeds~~ for ~~expenses. If~~ the ~~minimum~~sale ~~offering~~of isthe ~~not~~Tokens ~~achieved~~being ~~within~~offered ~~180~~pursuant ~~days~~to ~~of the date of~~ this prospectus,. ~~all~~This ~~subscription~~Offering ~~funds~~is ~~will~~intended ~~be returned~~ to ~~investors~~be ~~promptly~~made ~~without~~solely ~~interest~~by orthe ~~deduction~~delivery of ~~fees.~~this ~~The~~prospectus ~~Company~~and ~~shall have~~ the ~~right,~~accompanying insubscription ~~its sole discretion,~~ agreements to ~~extend~~prospective ~~the~~investors. ~~initial~~Any ~~offering~~Placement ~~period~~Agent anengaged ~~additional~~by ~~180~~us ~~days.~~for ~~See~~this ~~the~~Offering ~~section~~would ~~entitled~~only ~~"Plan~~be ofcompensated ~~Distribution"~~based ~~herein.~~on ~~Neither~~ the ~~Company~~aggregate purchase ~~nor~~price ~~any~~of ~~subscriber~~the ~~shall~~Tokens ~~receive~~sold ~~any~~by ~~interest~~such ~~payments~~Selling noAgent ~~matter~~in ~~how~~this ~~long subscriber funds might be held~~Offering. ~~The~~In ~~primary~~the ~~offering~~event ~~will~~that ~~terminate~~Selling atAgents ~~the~~were ~~discretion~~to ofsell the ~~Company~~Maximum Offering onAmount ~~the~~we ~~earlier~~would ~~of:~~pay ~~(i)~~them ~~the~~a ~~date~~total ~~when the sale~~ of ~~all 1~~$24,000,000 ~~shares to be sold by the issuer is completed~~, ~~(ii)~~a ~~anytime~~certain ~~after~~number ~~the minimum offering~~ of ~~250,000~~MMNY ~~shares~~Tokens ~~of common~~in ~~stock is achieved, or (ii) 180 days from~~ the ~~effective~~equivalent ~~date of this document~~value, or ~~any extension thereto with~~ a ~~maximum~~combination of ~~extension~~the ~~totaling~~Tokens ~~180~~and ~~days.~~cash ~~The~~in ~~secondary offering will terminate when all~~ the ~~selling~~equivalent ~~shareholders shares are sold~~value.

~~Prior~~Our business toand ~~this~~an ~~offering,~~investment ~~there~~in ~~has~~our ~~been~~Tokens noinvolve ~~public~~a ~~market~~high ~~for~~degree ~~Atlantic~~of ~~Acquisition Inc~~risk.'s ~~common~~See ~~stock.~~“Risk ~~The~~Factors” ~~Company~~beginning ison apage ~~company~~6 ~~that~~of this ~~currently~~prospectus ~~has~~for ~~limited~~a ~~operations~~discussion ~~and~~of ~~has~~information ~~not~~that ~~generated~~you ~~any~~should ~~revenue.~~consider ~~Therefore,~~before ~~any~~investing ~~investment~~in ~~involves~~our ~~a high degree of risk~~Tokens.

~~Atlantic Acquisition Inc. ("Atlantic" or the "Company") is offering 1,000,000 shares of its common stock at a price of $0.02 per share. In addition, there~~ We are ~~20,000,000~~an ~~shares~~“emerging ofgrowth ~~common~~company” ~~stock~~as ~~being~~defined ~~registered~~under ~~for sale from our selling shareholders also at $0.02 per share. The selling shareholders shares will not be offered until all 1,000,000 shares offered by~~ the ~~Company~~federal ~~have~~securities ~~been~~laws ~~sold. If the offering is terminated before shares offered by the Company have been sold, no shares owned by Messrs. Dotres, Doro,~~ and ~~Bubeck, and Miss McLaughlin~~ will be sold. Messrs. Dotres, Doro, and Bubeck, and Miss McLaughlin are an underwriter for the purposes of this offering. The shares are intended to be sold directly through the efforts of Benny Doro, our President. Messrs. Dotres, Doro, and Bubeck, and Miss McLaughlin sale is subject to ~~the~~reduced ~~requirements~~public company ofreports ~~Rule 419 and the shares they are offering during the offering period will be deposited into the escrow account prior to commencement of this offering~~requirements. ~~Further,~~Please ~~all~~read ~~proceeds from~~ the ~~resale~~disclosures ofbeginning ~~his~~on ~~shares~~page ~~will~~1 ~~be deposited into the Escrow Account pending completion~~ of this ~~offering~~prospectus ~~and~~for ~~any acquisition. The intended methods of communication by Benny Doro include, without limitation, telephone and personal contacts. For~~ more information~~, see the section titled "Plan of Distribution" herein~~.

~~The proceeds from~~ Neither the ~~sale~~Securities ofand ~~the~~Exchange ~~shares~~Commission innor ~~this~~any ~~offering~~state ~~should~~securities becommission ~~payable~~has toapproved ~~Branch Banking & Trust Company (the "Trustee"~~ or ~~the~~disapproved ~~"Escrow Agent") fbo Atlantic Acquisition Inc. All subscription funds will be held in escrow by the Trustee in a non-interest bearing Trust Account pending the achievement~~ of ~~the~~these ~~Minimum~~Tokens ~~Offering~~or ~~and~~determined if no funds shall be released to Atlantic Acquisition Inc. until such a time as the Minimum Offering is attained, at which time such release shall be limited to 10% of the proceeds for expenses. If the minimum offering is not achieved within 180 days of the date of this prospectus, ~~all~~is ~~subscription~~truthful ~~funds will be returned to investors promptly without interest~~ or ~~deduction of fees~~complete. ~~The~~Any ~~Company~~representation ~~shall have the right, in its sole discretion,~~ to ~~extend~~ the ~~initial~~contrary offering period an additional 180 days. See the section entitled "Plan of Distribution" herein. Neither the Company nor any subscriber shall receive any interest payments no matter how long subscriber funds might be held. The primary offering will terminate at the discretion of the Company on the earlier of: (i) the date when the sale of all 1,000,000 shares to be sold by the issuer is ~~completed, (ii) anytime after the minimum offering of 250,000 shares of common stock is achieved, or (ii) 180 days from the effective date of this document, or any extension thereto with~~ a ~~maximum~~criminal ~~extension totaling 180 days~~offense. ~~The secondary offering will terminate when all the selling shareholders shares are sold.~~

~~Prior~~The date toof this ~~offering,~~prospectus ~~there has been no public market for Atlantic Acquisition Inc.'s common stock. The Company~~ is ~~a company that currently has limited operations and has not generated any revenue. Therefore~~ , ~~any investment involves a high degree of risk.~~2018

- 2 -

The Company is conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds, and the securities to be issued to investors will be deposited in an account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the Deposited Securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Except for an amount up to 10% of the Deposited Funds otherwise releasable under Rule 419, the Deposited Funds and the Deposited Securities may not be released until an acquisition meeting the requirements of Rule 419 (see Plan of Distribution) has been consummated and 80% of investors reconfirm their investment in accordance with the procedures set forth in Rule 419. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the Deposited Funds to any investor who does not elect to remain an investor. Unless 80% of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the Deposited Funds and none of the Deposited Securities will be issued to investors. In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the Deposited Funds will be returned on a pro rata basis to all investors.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED "RISK FACTORS" HEREIN ON PAGE 9.

	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share		1	$	0.02$		0.00	$	0.02
Minimum		250,000	$	5,000$		0.00	$	5,000
Maximum		1,000,000	$	20,000$		0.00	$	20,000
Selling Shareholders		20,000,000	$	400,000	$	0.00	$	0.00

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, dated May __, 2016

- 3 -

TABLE OF CONTENTS

	PAGE
		Page
PART I – INFORMATION REQUIRED IN THE PROSPECTUS
Prospectus Summary		1
Summary Information and Risk Factors	5
Risk Factors		6
Use of Proceeds	15
Cautionary Note Regarding Forward-Looking Statements and Industry Data		22
Determination of Offering Price	16
Use of Proceeds		23
Dilution	16
Price Range of Common Stock		24
Selling Shareholder	16
Dividend Policy		24
Plan of Distribution	17
Capitalization		25
Description of Securities to be Registered	17
Dilution		25
Interest of Named Experts and Counsel	21
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Information with Respect to the Registrant	21
Business		35
Description of Business	22
Management		47
Description of Property	23
Security Ownership of Certain Beneficial Owners and Management		52
Legal Proceedings	23
Certain Relationships and Related Party Transactions		52
Market price and Dividends on the Issuer's Common Stock	23
Description of Securities		53
Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Plan of Distribution		55
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
State Suitability Standards		57
Directors, Executive Officers, Promoters and Control Persons	29
Certain United States Tax Considerations		61
Executive Compensation	35
Legal Matters		62
Security Ownership of Certain Beneficial Owners and Management	36
Experts		62
Certain Relationships and Related Transactions	36
Where You Can Find More Information		62
Reports to Security Holders	37
Disclosure of Commission Position on Indemnification	37
Financial Statements	F1 – F10

-You should 4rely -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.

~~SUMMARY~~For investors ~~INFORMATION~~outside ~~AND~~the ~~RISK~~United ~~FACTORS~~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.

RIGHTS AND PROTECTIONS UNDER RULE 419

The net proceeds of this offering by the Company will be placed in the Escrow Account until the completion of a merger or acquisition as detailed herein other than up to 10% of the proceeds that may be released to the company in accordance with Rule 419 following completion of the minimum offering. Other than the 10% that may be released to the Company, such escrowed funds may not be used for salaries or reimbursable expenses. Prior to completion of the offering contemplated by this prospectus, all shares offered by the Selling Shareholders will be placed in escrow. All net funds received from the sale of Selling Shareholders shares will be placed in the Escrow Account pending completion, if any, of an acquisition complying with Rule 419.

PROSPECTUS SUMMARY

~~The~~This summary ~~following~~highlights ~~summary~~information iscontained ~~qualified~~elsewhere in ~~its~~this ~~entirety~~prospectus byand ~~detailed~~does not contain all of the information ~~appearing~~that ~~elsewhere~~you should consider in ~~this~~making ~~prospectus~~your ~~("Prospectus")~~investment decision. ~~Each~~Before ~~prospective~~deciding ~~investor~~to isinvest ~~urged~~in toour securities, you should read this ~~Prospectus~~entire prospectus carefully, ~~and~~including the ~~attached~~sections ~~Exhibits,~~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 ~~their~~this ~~entirety~~prospectus. References in this prospectus to “we,” “us,” “our” and similar words refer to the Company and its wholly-owned subsidiaries (defined below).

~~THE COMPANY~~Overview

~~Business~~Monster, Inc. ~~Overview~~(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.

~~Atlantic~~We currently ~~Acquisition~~offer ~~Inc.~~five ~~("Atlantic"~~primary orcategories ~~the~~of ~~"Company")~~consumer products, ~~was~~which ~~incorporated~~are incables, ~~the~~headphones, ~~State~~speakers, ofpower ~~Nevada~~and onother ~~December~~mobile 29phone accessories and add-ons, ~~2015~~such as portable chargers, tocables ~~engage~~and screen cleaning spray. Monster’s sales of its products grew steadily in ~~any~~the ~~lawful~~past ~~corporate~~25 ~~undertaking,~~years ~~including,~~and ~~but~~exponentially ~~not~~with ~~limited~~the introduction of Beats headphones from 2007 to 2012. In 2012, ~~selected~~Monster and ~~mergers~~Beats terminated their relationship, which dramatically interrupted Monster’s product lines and ~~acquisitions~~strategies. ~~The~~After ~~Company~~the departure ~~has~~of noBeats, ~~operations~~the tomanagement ~~date.~~of ~~Other~~Monster ~~than~~indicated ~~issuing~~that ~~shares~~it tohas expanded its ~~original~~product ~~shareholder~~mix to include several headphone lines, a ~~the~~High-Definition ~~Company~~Multimedia ~~never~~Interface ~~commenced~~(“HDMI”) ~~any~~cable ~~operational~~and ~~activities~~a home audio service line named “SoundStage.”

~~The~~Monster’s current ~~Company~~business ~~was~~strategy ~~formed~~is byshifting ~~Miguel~~focus ~~Dotres~~away ~~for~~from ~~the~~simply ~~purpose~~building ofits ~~creating~~product arange ~~corporation~~to ~~that~~pursuing ~~could~~alternative beretail ~~used~~platforms and toimplementing ~~consummate~~new amarketing ~~merger or acquisition~~campaigns. ~~Mr.~~Over ~~Dotres~~the ~~serves~~next asfive ~~Vice President~~years, ~~and~~Monster’s ~~Director,~~business ~~Benny~~strategy ~~Doro~~is ~~serves~~to asrevitalize ~~President~~relationships with ~~and~~the ~~Director,~~Company’s ~~Bob~~existing ~~Bubeck~~retail ~~serves~~relationships as ~~Secretary~~well ~~and~~as ~~Director,~~target ~~and~~expansion ~~Margret~~into M.new ~~McLaughlin~~retail ~~serves as Treasurer and Director~~venues. The ~~directors~~Company ~~determined~~is ~~next~~developing relationships towith ~~proceed~~a ~~with~~number ~~filing~~of aworld ~~Form~~renowned ~~S-1~~fortune 500 companies.

~~Benny~~We plan ~~Doro,~~to integrate the ~~President~~Ethereum ~~and~~blockchain ~~Director,~~technology ~~elected~~ to ~~commence~~our ~~implementation~~E-commerce ofwebsite ~~the~~to ~~Company's~~create ~~principal~~the ~~business~~new ~~purpose~~ecosystem, ~~described~~namely ~~below~~Monster ~~under~~Money Network ~~"Plan~~where ofconsumers ~~Operation"~~may use either MMNY Tokens or fiat currencies to purchase Monster products and services. As ~~such~~we develop Monster Money Network and our backend systems, ~~the~~we ~~Company~~intend ~~can~~to beutilize ~~defined~~the asblockchain atechnology ~~"shell"~~to ~~company~~our marketing, ~~whose~~accounting ~~sole~~and audit, ~~purpose~~internal atcontrol ~~this~~and ~~time~~shipping ismanagement tofunctions. ~~locate~~We ~~and~~believe ~~consummate~~the ablockchain ~~merger~~innovation orwill ~~acquisition~~bring ~~with~~disruptive aadvancement to ~~private~~our ~~entity~~E-commerce and business operation systems.

The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. Shares sold hereunder by the Selling Shareholder will be placed into escrow until such time as legal counsel has confirmed that a merger or acquisition has been successfully consummated. While in escrow, the shares will be held for the benefit of the purchasing shareholder.Reverse Acquisition

AsOn February of13, 2018, the ~~date~~Company, offormerly ~~this~~known ~~prospectus,~~as weAtlantic ~~have~~Acquisition, 20Inc. (“AA”),~~000,000~~ ~~shares~~a ofNevada ~~$0.0001~~corporation, Monster, ~~par~~LLC, ~~value~~a ~~common~~Nevada ~~stock~~limited ~~issued~~liability company and ~~outstanding~~Monster, Inc., ~~These~~a ~~shares~~California ~~may~~corporation beand ~~sold~~each byshareholder ~~the~~and ~~Selling~~member ~~Shareholders~~of Monster, ~~but~~Inc. ~~only~~and ~~after~~Monster, 1LLC,~~000~~ as applicable,~~000~~ ~~shares~~entered ~~are~~into ~~sold~~a byShare ~~the~~Exchange ~~Company~~Agreement ~~pursuant~~(the to“Share ~~this~~Exchange ~~prospectus~~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, iswhich aninterest ~~emerging~~constituted ~~growth~~100% ~~company~~of ~~under~~all of the ~~Jumpstart~~issued ~~Our~~and ~~Business~~outstanding ownership ~~Startups~~interests ~~Act~~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.

~~- 5 -~~1

~~The~~At December 31, 2017, the Company ~~shall~~had ~~continue~~collateralized notes payable to beshareholders ~~deemed~~totaling anapproximately ~~emerging~~$100.5 ~~growth~~million. ~~company~~On ~~until~~April 12, 2018, the ~~earliest~~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.

~~'(A)~~On May 7, 2018, the ~~last~~Company ~~day~~filed a Certificate of ~~the~~Amended ~~fiscal~~and ~~year~~Restated Articles of Incorporation (the ~~issuer~~“Certificate of ~~during~~Amendment”) ~~which~~with itthe ~~had~~Secretary ~~total~~of ~~annual~~the ~~gross~~State ~~revenues~~of Nevada. Pursuant to the Certificate of $1Amendment,~~000~~ among other things,~~000,000~~ the ~~(as~~Company ~~such~~changed ~~amount~~its isname ~~indexed~~from ~~for~~Atlantic ~~inflation~~Acquisition ~~every~~Inc. 5to ~~years~~Monster byProducts, ~~the~~Inc. ~~Commission~~and toincreased ~~reflect~~its ~~the~~authorized ~~change~~shares of incommon ~~the~~stock ~~Consumer~~from ~~Price~~400,000,000 ~~Index~~to ~~for~~800,000,000, ~~All~~par ~~Urban~~value ~~Consumers~~$0.001 ~~published~~per byshare. ~~the~~The ~~Bureau~~Certificate of ~~Labor~~Amendment ~~Statistics~~became effective on May 7, ~~setting~~2018. ~~the~~Reference ~~threshold~~is made to Form 8-K filed with the ~~nearest~~SEC ~~1,000,000)~~on orMay ~~more;~~8, 2018.

~~'(B)~~Monster Money ~~the~~Network last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

~~'(C)~~The Company ~~the~~intends ~~date~~to onimplement ~~which~~blockchain ~~such~~technology ~~issuer~~onto ~~has~~its E-commerce platform worldwide, ~~during~~which ~~the~~will ~~previous~~be 3driven by Monster Money Tokens. The Company’s blockchain-~~year~~based ~~period~~E-commerce ecosystem is named as “Monster Money Network.” As Monster further develops Monster Money Network and its blockchain technology, ~~issued~~it ~~more~~contemplates ~~than~~to $1utilizing the blockchain technology for payment processing,~~000~~ market analysis,~~000~~ accounting,~~000~~ inaudit ~~non-convertible~~& ~~debt;~~payroll orservices, inventory management and shipping operation.

~~(D)~~Eventually Monster ~~the~~hopes ~~date~~to onuse ~~which~~its ~~such~~influence, ~~issuer~~scale isand ~~deemed~~global connections along with blockchain technology to bebring a ~~'large~~number ~~accelerated~~of ~~filer',~~E-commerce platforms asonto ~~defined~~Monster inMoney ~~section~~Network ~~240.12b-2~~where oftransactions ~~title~~will ~~17,~~be ~~Code~~processed ofand ~~Federal~~completed ~~Regulations,~~instantly orwith ~~any~~low ~~successor~~or ~~thereto~~no transaction costs.'.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. The statement in the annual reports shall also assess the effectiveness of such internal controls and procedures. The Company believes its internal controls and procedures are not effective due to two identified material weaknesses: a) we lack an audit committee and b) we have limited or no segregation of duties.2

~~Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness~~ Summary of the ~~internal control structure and procedures for financial reporting.~~Offering

AsThe following ~~an emerging growth company the company~~ is ~~exempt~~a ~~from~~summary ~~Section 14A and B~~ of the ~~Securities~~principal ~~Exchange~~terms ~~Act~~ of ~~1934~~this ~~which~~Offering, ~~require~~but ~~the shareholder approval of executive compensation and golden parachutes. As an emerging growth company the company~~ is ~~exempt~~not ~~from~~intended ~~Section~~to ~~14A~~be ~~and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.~~complete:

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act. Atlantic Acquisition Inc.'s operations and corporate offices are located at 15321 NW 60th Ave 51 ST. Suite 109, Miami Lakes, FL 33014, with a telephone number of 941-347-7380. Atlantic Acquisition Inc.'s fiscal year end is March 31.

	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.

~~THE OFFERING~~3

Atlantic Acquisition Inc. is offering, on self-underwritten basis, 1,000,000 new issue shares of its common stock at a price of $0.02 per share in addition to 20,000,000 shares currently held by the existing shareholders also at $0.02 per share. The proceeds from the sale of the shares in this offering should be payable to "Branch Banking & Trust Company fbo Atlantic Acquisition Inc." and will be deposited in a non-interest bearing Escrow Account until the escrow conditions are met and thus no interest shall be paid to any investor or to the Company. All subscription agreements and checks are irrevocable and should be delivered to Atlantic Acquisition Inc., at the address provided on the Subscription Agreement.

	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.

Failure to do so will result in checks being returned to the investor who submitted the check. The proceeds from any sale by the Selling Shareholder will also be held in escrow upon their sale.

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 6indicate -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.

All subscription funds will be held in escrow pending the achievement of the Minimum Offering after which no funds shall be released to Atlantic Acquisition Inc., other than 10% which may only be released to Atlantic for expenses (see "Plan of Distribution"). The Company intends to withdraw the 10% and investors should expect to receive a return of no more than 90% of their deposited funds in the event that an acquisition is not consummated or such investors choose not to reconfirm, as provided by Rule 419. The offering by the Company will terminate on the earlier of: (i) the date when the sale of all 1,000,000 shares being sold by the issuer is completed, (ii) anytime after the minimum offering of 250,000 shares of common stock is achieved at the discretion of the Board of Directors, or (ii) 180 days from the effective date of this document, or a 180 day extension thereto at the discretion of the Board of Directors and which extension any subscribers will be notified of in writing a minimum of 30 days prior to the beginning of such extension. If the Minimum Offering is not achieved within 180 days of the date of this prospectus all subscription funds will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees unless the Company extends the offering period an additional 180 days in which case if the Minimum offering still is not achieved, the funds will be returned promptly at the end of the second 180 day period. The determination of the meeting of the minimum offering amount will be made solely based upon the records of Branch Banking & Trust Company. The Company will cause stock certificates to be issued within five (5) days of the receipt of any subscription and will within 1 day of issuance cause such shares to be delivered to the Escrow Account. Funds received for any subscription will also be placed into the Escrow Account.4

~~The~~Summary Consolidated ~~Company~~Financial is conducting a "Blank Check" offering subject to Rule 419. The net offering proceeds, after deduction for offering expenses, and the securities to be issued to investors must be deposited in an escrow account (the "Deposited Funds" and "Deposited Securities," respectively). While held in Escrow Account, the deposited securities may not be traded or transferred. Except for an amount up to 10% of the Deposited Funds, the Deposited Funds may not be released until an acquisition meeting the requirements of Rule 419 has been consummated and 80% of investors reconfirm their investment in accordance with the procedures set forth in Rule 419. The Company intends to withdraw the 10% for expenses and investors should expect to receive a return of no more than 90% of their Deposited Funds in the event that an acquisition is not consummated or such investors choose not to reconfirm, as provided by Rule 419. Pursuant to these procedures, a new prospectus, filed in a post-effective amendment, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the Deposited Funds to any investor who does not elect to remain an investor. Unless 80% of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the Deposited Funds (without interest) and none of the Deposited Securities will be issued to investors. In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the net Deposited Funds will be returned on a pro rata basis to all investors.Data

The following ~~reconfirmation~~summary ~~offer~~consolidated ~~must~~statements ~~commence within five business days after the effective date~~ of ~~the~~operations ~~post-effective~~for ~~amendment. The post-effective amendment will contain information about~~ the ~~acquisition/merger~~years ~~candidate~~ended ~~including~~December ~~their~~31, ~~audited~~2017 ~~financial~~and ~~statements.~~December ~~The~~31, ~~reconfirmation~~2016, isand ~~for~~summary consolidated ~~the~~balance ~~protection~~sheet ~~of investors~~ as ~~they~~of ~~will~~December ~~have~~31, an2017 ~~opportunity~~and toDecember ~~review~~31, ~~information~~2016 onhave ~~the~~been ~~merger/acquisition~~derived ~~entity~~from ~~and~~our toaudited ~~have~~consolidated ~~their~~financial statements ~~subscriptions~~included ~~canceled~~elsewhere ~~and~~in ~~payment~~this ~~refunded or reconfirm their subscriptions~~prospectus. ~~Pursuant~~Our toaudited ~~Rule~~consolidated ~~419,~~financial ~~the~~statements ~~terms~~are ofprepared ~~the~~and ~~reconfirmation~~presented ~~offer~~in accordance ~~must~~with ~~include~~U.S. ~~the following conditions:~~GAAP.

~~(1) The~~Our historical ~~prospectus~~results ~~contained~~do innot ~~the~~necessarily ~~post-effective~~indicate ~~amendment~~results ~~will~~expected befor ~~sent~~any tofuture ~~each~~periods. ~~investor~~You ~~whose~~should ~~securities~~read ~~are~~this ~~held~~Summary inof ~~the~~Financial Information ~~escrow~~section ~~account~~together ~~within~~with ~~five~~our ~~business~~consolidated ~~days~~financial ~~after~~statements and the ~~effective~~related ~~date~~notes and “Management’s Discussion and Analysis of ~~the~~Financial ~~post-effective~~Condition ~~amendment;~~ and Results of Operations” included elsewhere in this prospectus.

(2) Each investor will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

	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	)

(3) If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the net Deposited Funds (without interest or dividends) held in the escrow account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally prompt means;

	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	)

~~- 7 -~~5

(4) The acquisition(s) will be consummated only if investors having contributed 80% of the offering proceeds elect to reconfirm their investment; and

(5) If a consummated acquisition(s) has not occurred within 18 months from the date of this prospectus, the net Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means.

The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

Atlantic Acquisition Inc. has not secured a transfer agent but will identify one prior to the filing of an application for trading in order to facilitate the processing of stock certificates. The Company expects to seek quotations or listings for its securities upon completion of the offering and a merger/acquisition and the reconfirmation offering.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please see the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

SUMMARY FINANCIAL INFORMATION

The following information should be read in conjunction with the financial statements appearing later in this prospectus.

Balance Sheet
	March 31,
	2016
ASSETS
Total assets	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities		-
Total current liabilities	$	-
Stockholders' deficit
Common stock, $0.0001 par value; 175,000,000 shares authorized; 10,000,000 shares issued and outstanding		2,000
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding		-
Additional paid in capital		3,325
Discount on common stock		(2,000	)
Accumulated deficit		(3,325	)
Total stockholders' deficit		-
Total liabilities and stockholders' deficit	$	-

- 8 -

Statement of Operations

	From Inception on December 29, 2015 to March 31, 2016
Operating expenses
General and Administrative expenses	$	3,325
Total operating expenses		3,325
Net loss	$	(3,325	)
Basic and diluted net loss per common share	$	(0.00	)
Basic and diluted weighted average common shares outstanding		20,000,000

RISK FACTORS

~~Investment~~Any investment in ~~the~~our ~~securities~~common ~~offered~~stock ~~hereby~~ involves ~~certain~~a ~~risks~~high ~~and~~degree ~~is suitable only for investors~~ of ~~substantial financial means~~risk. ~~Prospective~~Investors ~~investors~~ should carefully consider the ~~following~~risks ~~risk~~described ~~factors~~below inand all ~~addition~~of to the ~~other~~ information contained in this prospectus, before ~~making~~deciding anwhether ~~investment~~to ~~decision~~purchase ~~concerning~~our ~~the~~ common stock. ~~This~~Our ~~section~~business, ~~discloses~~financial condition ~~all~~or results of ~~the~~operations ~~material~~could be materially adversely affected by these risks if any of anthem ~~investment~~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 ~~Company~~prospectus.

~~OFFICERS~~An investment ~~AND~~in ~~DIRECTORS~~the ~~MAY HINDER OPERATIONS. Atlantic Acquisition Inc.'~~Company’s ~~operations~~Tokens ~~depend~~involves ~~solely~~a onhigh ~~the~~degree ~~efforts~~ of ~~Miguel~~risk. ~~Dotres,~~In ~~Benny~~determining ~~Doro,~~whether ~~Bob~~to ~~Bubeck,~~purchase ~~and~~the ~~Margret~~Company’s Tokens, M.an ~~McLaughlin,~~investor ~~the~~should ~~officers~~carefully ~~and~~consider ~~directors~~all of the ~~Company.~~material ~~Messrs.~~risks ~~Dotres,~~described ~~Doro~~below, ~~and~~together ~~Bubeck,~~with ~~and~~the ~~Miss~~other ~~McLaughlin~~information ~~have~~contained in ~~any~~this ~~experience~~report ~~related~~before tomaking ~~public company management, nor as~~ a ~~principal~~decision ~~accounting~~to ~~officer.~~purchase ~~Because of this,~~ the Company’s ~~may~~Tokens beor ~~unable~~securities. toAn ~~offer~~investor ~~and~~should ~~sell~~only purchase the ~~shares~~Company’s inTokens ~~this~~or ~~offering,~~securities ~~develop~~if ~~our~~he ~~business~~ or ~~manage~~she ~~our~~can ~~public~~afford ~~reporting~~to ~~requirements.~~suffer ~~The~~the ~~Company~~loss ~~cannot~~of ~~guarantee~~his ~~that~~or ither ~~will~~entire ~~be able overcome any such obstacles~~investment.

~~POTENTIAL~~Risks Related CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS. Miguel Dotres, Benny Doro, Bob Bubeck, and Margret M. McLaughlin are involved in other employment opportunities and may periodically face a conflict in selecting between Atlantic Acquisition Inc. and other personal and professional interests. The Company has not formulated a policy for the resolution of such conflicts should they occur. If the Company loses Miguel Dotres, Benny Doro, Bob Bubeck, or Margret M. McLaughlin to ~~other~~Our ~~pursuits without a sufficient warning, the Company may, consequently, go out of business.~~Business

~~RULE~~If our ~~419~~design ~~LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS. Rule 419 requires that the securities to be issued~~ and ~~the~~marketing ~~funds~~efforts ~~received~~do innot ~~this~~effectively ~~offering~~raise ~~be deposited and held in an escrow account pending~~ the ~~completion~~recognition ~~of a qualified acquisition. Before the acquisition can be completed~~ and ~~before~~reputation ~~the funds and securities can be released, the Company will be required to update its registration statement with a post-effective amendment. After the effective date~~ of ~~any~~our ~~such post-effective amendment~~brands, ~~the~~we ~~Company~~may is required to furnish investors with the new prospectus containing information, including audited financial statements, regarding the proposed acquisition candidate and its business. Investors must decide to remain investors or require the return of their investment funds. Any investor not ~~making a decision within 45 days of the effectiveness of the post-effective amendment will automatically receive a return of his investment funds. Up to 10% of the proceeds from the offering may~~ be ~~released~~able to successfully ~~the~~implement ~~Company~~our ~~upon~~growth ~~completion of the minimum offering amount and therefore may not be returned to investors~~strategy.

-We believe 9that -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.

~~Although~~If we ~~investors~~are ~~may~~unable ~~request~~to ~~the~~continue ~~return~~to ofdevelop ~~their~~innovative ~~funds~~and inpopular ~~connection with the reconfirmation offering~~products, ~~the~~our ~~Company's~~brand ~~shareholders~~image ~~will~~may ~~not~~ be ~~afforded~~harmed anand ~~opportunity~~demand tofor ~~approve~~our orproducts may ~~disapprove any particular transaction~~decrease. ~~See Risk Factor entitled "Conflicts of Interest."~~

~~PROHIBITION~~Consumer electronics TOand ~~SELL~~youth ORculture ~~OFFER~~lifestyle TOare ~~SELL~~subject ~~SHARES~~to INconstantly ~~ESCROW~~and ~~ACCOUNT~~rapidly ~~MAY~~changing ~~LIMIT~~consumer ~~LIQUIDITY~~preferences ~~FOR~~based Aon ~~SIGNIFICANT~~industry trends ~~PERIOD~~and OFperformance ~~TIME~~features. ItOur ~~shall~~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 ~~unlawful~~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 ~~any~~new ~~person~~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.

toWe may ~~sell~~not orbe ~~offer~~able to ~~sell~~compete ~~Shares~~effectively, ~~(or~~which ~~any~~could ~~interest~~cause inour ornet ~~related~~sales ~~to the Shares) held in the escrow account other than pursuant to a qualified domestic relations order or by will or the laws of descent~~ and ~~distribution.~~market Asshare ~~a result investors may be unable~~ to ~~sell or transfer their shares for a significant period of time~~decline.

~~DISCRETIONARY~~The consumer ~~USE~~electronics OFindustry ~~PROCEEDS;~~is ~~"BLANK~~highly ~~CHECK"~~competitive, ~~OFFERING~~and ~~LEADS~~characterized TOby ~~UNCERTAINTY~~frequent ASintroduction TOof ~~FUTURE~~new ~~BUSINESS~~competitors, ~~SUCCESS~~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, ofthese ~~management's~~competitors ~~broad~~may be better equipped to influence consumer preferences or otherwise increase their market share by:

discretion with respect to the specific application of the net proceeds of this offering, this offering can be characterized as a "blank check" offering. Although substantially all of the net proceeds of this offering are intended generally to be applied toward effecting a Business Combination, such proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in the Company without an opportunity to evaluate the specific merits or risks of any one or more business combinations.6

~~There~~● ~~can~~quickly beadapting noto ~~assurance~~changes ~~that~~in ~~determinations~~consumer ~~ultimately~~preferences; ~~made~~● byreadily ~~the~~taking ~~Company~~advantage ~~relating~~of acquisition and other opportunities; ● discounting excess inventory; ● devoting greater resources to the ~~specific~~marketing ~~allocation~~and sale of ~~the~~their ~~net~~products, ~~proceeds~~including ofsignificant ~~this~~advertising, ~~offering~~media ~~will~~placement ~~permit~~and ~~the~~product ~~Company~~endorsement; to● ~~achieve~~adopting ~~its~~aggressive ~~business~~pricing ~~objectives.~~policies; ~~See~~and ~~"Description~~● ofengaging ~~Business~~in lengthy and costly intellectual property and other legal disputes."

~~REGULATIONS~~Additionally, the ~~CONCERNING~~industry ~~"BLANK~~in ~~CHECK"~~which ~~ISSUERS~~we ~~MAY~~compete ~~LIMIT~~generally ~~BUSINESS~~has ~~COMBINATIONS.~~low ~~The~~barriers ~~ability~~ to ~~register~~entry orthat ~~qualify~~allow ~~for sale~~ the ~~Shares~~introduction ~~for~~of ~~both~~new ~~initial~~products ~~sale~~or ~~and~~new ~~secondary~~competitors at ~~trading is limited because~~ a ~~number~~fast ofpace. ~~states~~Some retailers have ~~enacted~~begun ~~regulations pursuant~~ to introduce their ~~securities~~own orprivate ~~"blue~~label ~~sky" laws restricting or~~headphones, inwhich ~~some~~could ~~instances,~~reduce ~~prohibiting,~~ the ~~sale~~volume of ~~securities~~product they ofbuy ~~"blank~~from ~~check" issuers~~us, ~~such~~as well as decrease the ~~Company,~~shelf ~~within~~space ~~that~~they ~~state.~~allocate Into ~~addition,~~our ~~many~~products. ~~states,~~If ~~while~~we ~~not~~are ~~specifically~~unable ~~prohibiting~~to orprotect ~~restricting~~our ~~"blank~~brand ~~check"~~image and ~~companies~~authenticity, ~~may~~while ~~not~~carefully ~~register~~balancing ~~the~~our ~~Shares~~growth, ~~for~~we ~~sale~~may inbe ~~their~~unable ~~states.~~to ~~Because~~effectively ofcompete ~~such~~with ~~regulations~~these ~~and~~new ~~other~~market ~~restrictions,~~entrants or ~~the~~new ~~Company's~~products. ~~selling~~The ~~efforts,~~inability ~~and~~to ~~any~~compete ~~secondary~~effectively ~~market~~against ~~which~~new ~~may~~and ~~develop,~~existing ~~may~~competitors ~~only~~could behave ~~conducted in those jurisdictions where~~ an ~~applicable~~adverse ~~exemption~~effect ison ~~available~~our net orsales ~~a blue sky application has been filed~~ and ~~accepted~~results orof ~~where~~operations, ~~the~~preventing ~~Shares~~us ~~have~~from ~~been~~achieving ~~registered~~future growth.

NOIf we OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS. The Company has had no operating history nor any revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. This may lessen the possibility of finding a suitable acquisition or merger candidate as such loss would be inherited on their financial statements. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination. Our auditor has issued an opinion that raises substantial doubt about our ability to continue as a going concern in our March 31, 2016 audit. The Company's financial statements are ~~prepared~~unable ~~in accordance with generally accepted accounting principles applicable~~ to aobtain ~~going~~intellectual ~~concern.~~property ~~This~~rights ~~contemplates the realization of assets~~ and/or ~~the~~enforce ~~liquidation~~those ofrights ~~liabilities~~against inthird ~~the~~parties ~~normal~~who ~~course~~are ofviolating ~~business. For the period from December 29~~those rights, 2015 (inception) through March 31, 2016, the company has a net loss of $3,325 and accumulated deficit of $3,325. Currently, the Company does not have cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our ~~common stock in order to implement its~~ business ~~plan,~~could ~~or merge with an operating company~~suffer. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

~~SPECULATIVE~~We rely ~~NATURE~~on OFvarious ~~COMPANY'S~~intellectual ~~PROPOSED~~property ~~OPERATIONS~~rights, ~~RESULTS~~including INpatents, NOtrademarks, ~~ASSURANCE~~trade OFsecrets ~~SUCCESS.~~and ~~The~~trade ~~success~~dress ~~of the Company's proposed plan of operation will depend~~ to aprotect ~~great~~our ~~extent~~brand name, ~~on the operations~~reputation, ~~financial~~product ~~condition~~appearance and ~~management of the identified business opportunity~~technology. A ~~related~~If ~~entity~~we ~~OICco~~fail ~~Acquisition~~to Iobtain, ~~Inc.~~maintain, ~~completed~~or anin ~~acquisition~~some ~~and~~cases ~~the~~enforce ~~same~~our ~~officer~~intellectual property ~~and~~rights, ~~director~~our ascompetitors ~~the~~may ~~Company~~be ~~determined~~able ~~that the business of the acquired company was not significant enough~~ to ~~devote~~copy ~~additional~~our ~~resources~~designs, toor ~~and~~use ~~therefore~~our ~~chose~~brand ~~not~~name, totrademarks ~~expand~~or ~~the operations of the acquired entity but instead to pursue another acquisition~~technology. ~~While~~As ~~management~~a ~~intends to seek business combinations with entities having established operating histories~~result, if ~~there~~we ~~can~~are beunable noto ~~assurance~~successfully ~~that~~protect ~~the~~our ~~Company~~intellectual ~~will~~property ~~be successful in locating candidates meeting such criteria. In the event the Company completes a business combination~~rights, ofor ~~which~~resolve ~~there~~any ~~can~~conflicts ~~be no assurance~~effectively, ~~the~~our ~~success~~results of ~~the Company's~~ operations may be ~~dependent upon management of the successor firm or venture partner firm and numerous other factors beyond the Company's control~~harmed.

-We are 10susceptible 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.

~~SCARCITY~~We also OFface ~~AND~~competition ~~COMPETITION~~from ~~FOR~~competitors ~~BUSINESS~~in ~~OPPORTUNITIES~~the ~~AND~~United ~~COMBINATIONS~~States ~~MAY~~and ~~LIMIT~~abroad ~~POSSIBLE~~that ~~BUSINESS~~are ~~COMBINATIONS.~~not ~~The~~“counterfeiters” ~~Company~~but isthat ~~and~~may be ~~will~~using ~~continue~~our topatented betechnology, anusing ~~insignificant~~confusingly ~~participant~~similar intrademarks, or copying the ~~business~~“look-and-feel” of ~~seeking~~our ~~mergers~~products. We ~~with,~~may ~~joint~~have ~~ventures~~to ~~with~~engage in expensive and ~~acquisitions~~distracting oflitigation ~~small~~to ~~private~~enforce ~~entities.~~and Adefend ~~large~~our ~~number~~patents, oftrademarks, ~~established~~trade ~~and~~dress, ~~well-~~or ~~financed~~other intellectual ~~entities,~~property ~~including~~rights. ~~venture~~Our ~~capital~~enforcement ~~firms,~~of ~~are~~our ~~active~~intellectual inproperty ~~mergers~~rights ~~and~~also ~~acquisitions~~places ofsuch ~~companies~~assets ~~which~~at ~~may~~risk. beFor ~~desirable~~example, it ~~target~~is ~~candidates~~common for ~~the~~a ~~Company.~~competitor ~~Nearly~~that ~~all~~is ~~such~~accused ~~entities~~of ~~have~~infringing ~~significantly~~a ~~greater~~patent, ~~financial resources~~trademark, ~~technical~~or ~~expertise~~other ~~and~~intellectual ~~managerial~~property ~~capabilities~~right ~~than~~to challenge the ~~Company~~validity ~~and,~~of ~~consequently,~~that ~~the~~intellectual ~~Company~~property ~~will~~right. beIf atthat aintellectual ~~competitive~~property ~~disadvantage~~right inis ~~identifying~~invalidated, ~~possible~~it ~~business~~is ~~opportunities~~no ~~and~~longer ~~successfully~~available to ~~completing~~assert aagainst ~~business~~other ~~combination~~competitors. ~~Moreover~~Finally, ~~the~~competitors ~~Company~~may ~~will~~ also ~~compete~~circumvent ina ~~seeking~~patent ~~merger~~by ordesigning ~~acquisition~~around ~~candidates~~the ~~with numerous other small public companies~~patent.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, an entity. There can be no assurance the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluations. The Company has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities. There is no assurance the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which the Company would not consider a business combination in any form with such business opportunity. Accordingly, the Company may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.7

~~CONTINUED~~If the ~~MANAGEMENT~~popularity ~~CONTROL,~~or ~~LIMITED~~growth ~~TIME~~of ~~AVAILABILITY~~the ~~MAY~~portable ~~LIMIT~~media ~~BUSINESS COMBINATIONS. While seeking a business combination~~device, ~~management~~smartphone ~~anticipates devoting between five~~ and ~~ten~~gaming ~~hours~~console ~~per~~markets ~~month~~stagnates toor ~~the~~our ~~business~~products ofare ~~the~~no longer ~~Company.~~compatible ~~The Company's officer has not entered into a written employment agreement~~ with ~~the~~these Company and is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of managementdevices, ~~loss~~our ~~of the services of this individual would adversely affect development of the Company's~~ business and ~~its~~financial ~~likelihood~~condition ofmay ~~continuing~~be ~~operations.~~negatively ~~See "Directors, Executive Officers, Promoters And Control Persons~~affected."

~~CONFLICTS~~We have OFexperienced ~~INTEREST~~growth ~~OFFICER~~in ~~AND~~the ~~DIRECTOR~~past ~~MAY~~due ~~RESULT~~in INpart Ato ~~LOSS~~the OFpopularity ~~BUSINESS~~of, ORand ~~FAILURE~~increase TOin ~~COMPLETE~~demand Afor, ~~MERGER~~portable ORmedia ~~ACQUISITION~~devices, ORsmartphones and TOgaming DOconsoles. SOWe ATexpect ~~LESS~~that ~~PROFIT.~~sales ~~The~~of ~~Company's~~such ~~officers~~products ~~and~~will ~~director~~continue ~~currently~~to ~~participates~~drive ~~and~~a ~~may~~substantial inportion ~~the~~of ~~future~~our ~~participate~~net sales in ~~other~~the future. ~~business~~However, ~~ventures~~the ~~which~~markets ~~compete~~for ~~directly~~portable ~~with~~media ~~the~~devices, ~~Company.~~smartphones ~~Miguel~~and ~~Dotres~~gaming ~~currently~~consoles iscontinue ato ~~participant~~evolve inrapidly ~~Petrus~~and ~~Resources~~are ~~Inc.~~dominated by ~~and~~several ~~DAS~~large ~~Acquisition, Inc~~companies. ofIncreased ~~which~~competition ~~Miguel~~in ~~Dotres is~~ the ~~sole~~headphone ~~officer~~market ~~and~~from ~~director. Additional~~established ~~conflicts~~media ofdevice ~~interest~~companies, ~~and~~including ~~non-~~enhanced headphones ~~arm's~~bundled ~~length~~by ~~transactions~~the ~~may~~manufacturer, ~~also~~a ~~arise~~decline in ~~the~~demand ~~future~~or inpopularity ~~the~~for ~~event~~such ~~the~~products ~~Company's~~due ~~officers~~to ~~and~~technological ~~director~~changes isor ~~involved~~otherwise, legal inrestrictions or the ~~management~~inability ofto ~~any~~use ~~firm~~our products with ~~which~~portable ~~the~~media ~~Company~~devices, ~~transacts~~smartphones or gaming consoles, may negatively affect our business and financial condition.

~~CONFLICTS RELATING TO THE LOCATION OF MERGER/ACQUISITION CANDIDATES.~~ Our results ~~officers and director are not full time employees~~ of ~~our~~operations ~~company~~could and is actively involved in other business pursuits. Miguel Dotres also intends to form additional blank check companies in the future that will have corporate structures and business plans that are similar or identical to ours. Accordingly, he may be ~~subject~~materially toharmed aif ~~variety~~we ~~of conflicts of interest. Since our officers and director~~ are ~~not~~unable ~~required~~ to ~~devote~~accurately ~~any~~forecast ~~specific~~demand ~~amount~~for ~~of time to~~ our ~~business, they will experience conflicts in allocating his time among their various business interests~~products. ~~Moreover, any future blank check companies that are organized by our officer and director may compete with our company in the search for a suitable target.~~

-To ensure 11adequate -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:

To● ~~minimize~~changes ~~potential~~in ~~conflicts~~consumer ofdemand ~~interest~~for ~~arising~~our ~~from~~products; ~~multiple~~● ~~corporate~~lack ~~affiliations,~~of consumer acceptance for our ~~officer~~new products; ● product introductions and/or ~~director~~discounting ~~will~~by ~~not~~competitors; ~~make~~● ~~affirmative~~changes ~~decisions~~in togeneral ~~allocate~~market aconditions ~~particular~~or ~~business~~other ~~opportunity~~factors, to● awhich ~~particular~~may ~~acquisition~~result ~~vehicle.~~in ~~Instead,~~cancellations heof ~~will~~advance ~~provide~~orders or a reduction or increase in the ~~available~~rate ~~due~~of ~~diligence~~reorders; ~~information~~● onweakening ~~all~~of ~~available~~economic ~~acquisition~~conditions ~~vehicles~~or toconsumer ~~the~~confidence ~~potential~~in ~~target~~future economic conditions, ~~and~~which ~~ask~~could ~~the~~reduce ~~potential~~demand ~~target~~for todiscretionary ~~make~~items; aand ~~final~~● ~~selection.~~terrorism ~~There~~or isacts noof ~~assurance~~war, ~~that~~or athe ~~potential~~threat ~~target~~thereof, ~~will~~which ~~conclude~~could ~~that~~adversely ~~our~~affect ~~company~~consumer isconfidence ~~best~~and ~~suited~~spending toor ~~its~~interrupt ~~needs~~production orand ~~that~~distribution anof ~~acquisition~~product ~~will~~and ~~ever~~raw ~~occur~~materials.

~~Miguel~~Inventory levels ~~Dotres is currently engaged~~ in ~~other~~excess ~~business ventures, including other entities with which he is involved, that appear likely to compete directly with the company in connection with the marketing~~ of ~~the~~retailer ~~companies'~~and ~~respective~~distributor ~~securities~~demand asmay ~~well~~result as in ~~connection~~inventory ~~with~~write-downs ~~the~~or ~~identification~~write-offs ~~of candidates for a business acquisition~~ and the ~~negotiation and~~ ~~consummation~~sale of ~~acquisition~~excess ~~agreements.~~inventory at ~~Each~~discounted ~~blank~~prices, ~~check company in~~ which ~~Miguel~~would ~~Dotres~~have ~~has~~ an ~~interest~~adverse ~~will~~effect ~~have~~on ~~essentially~~our ~~the~~gross ~~same structure and the same shareholders~~margin. ~~Though~~ ~~there~~In ~~may be slight differences in the shares outstanding~~addition, ~~acquisition~~if ~~candidates~~we ~~will~~underestimate ~~be selected based on their capitalization requirements. Due~~ the ~~time~~demand ~~limitations~~ for our ~~completion of an acquisition~~products, ~~the~~our ~~effectiveness~~manufacturers ~~date~~may ofnot ~~the~~be ~~Company's~~able ~~registration~~to ~~will~~produce ~~play~~ a ~~pivotal~~sufficient ~~role~~number asof products to ~~which~~meet ~~blank~~such ~~check~~unanticipated ~~company~~demand, and ~~will~~this becould ~~presented~~result ~~first.~~in Ifdelays ~~there~~in ~~are~~the ~~multiple~~shipment ~~blank~~of ~~check~~our ~~companies~~products ~~effective,~~and ~~all~~damage ~~will be presented~~ to ~~the~~our ~~prospective~~relationship ~~purchaser~~with ~~and~~our ~~the~~retailers ~~purchaser will choose. See "Directors, Executive Officers, Promoters~~ and ~~Control Persons~~distributors."

~~REPORTING~~We must ~~REQUIREMENTS~~order ~~MAY~~components ~~DELAY~~for ORour ~~PRECLUDE~~products ~~ACQUISITION.~~and ~~The~~build ~~Company~~inventory ~~will~~in beadvance ~~required~~of toproduct ~~provide~~announcements ~~certain~~and ~~information~~shipments. ~~about~~Consistent ~~significant~~with industry ~~acquisitions~~practice, ~~including~~components ~~certified~~are ~~financial~~normally ~~statements for the company~~ acquired, ~~covering~~through ~~one~~a orcombination ~~two years, depending on the relative size~~ of ~~the~~purchase ~~acquisition.~~orders, ~~The~~supplier ~~time~~contracts, and ~~additional~~open ~~costs~~orders, in ~~that~~each ~~may~~case bebased ~~incurred~~on byprojected ~~some~~demand. ~~target~~Because ~~entities~~our tomarkets ~~prepare~~are ~~such~~volatile, ~~statements~~competitive ~~may~~and ~~significantly~~subject ~~delay~~to orrapid ~~essentially~~technology ~~preclude~~and ~~consummation~~price changes, ofthere anis ~~otherwise~~a ~~desirable~~risk ~~acquisition~~we bywill ~~the~~forecast ~~Company.~~incorrectly ~~Acquisition~~and ~~prospects~~order ~~that~~or doproduce ~~not~~excess ~~have~~ or ~~are~~insufficient ~~unable~~amounts toof ~~obtain~~components ~~the~~or ~~required~~products, or ~~audited statements may~~ not befully ~~appropriate~~utilize ~~for~~firm ~~acquisition~~purchase ~~so long as the reporting requirements of the 1934 Act are applicable~~commitments.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT BUSINESS COMBINATIONS. The Company has neither conducted, nor have others made available to it, results of market research indicating that market demand exists for the transactions contemplated by the Company. Moreover, the Company does not have, and does not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.8

~~LACK~~Our net OFsales ~~DIVERSIFICATION~~and ~~MAY~~operating ~~LIMIT~~income ~~FUTURE~~fluctuate ~~BUSINESS.~~on ~~The Company's proposed operations, even if successful, will in all likelihood result in the Company engaging in~~ a ~~business~~seasonal ~~combination~~basis ~~with~~and ~~only~~decreases ~~one business opportunity. Consequently, the Company's activities will be limited to those engaged~~ in bysales ~~the business opportunity which the Company merges with~~ or ~~acquires.~~margins ~~The~~during ~~Company's~~our ~~inability~~peak toseasons ~~diversify~~could ~~its activities into~~ have a ~~number~~disproportionate ofeffect ~~areas~~on ~~may~~our ~~subject~~overall ~~the~~financial ~~Company~~condition ~~to economic fluctuations within a particular business or industry~~ and ~~therefore~~results ~~increase~~of ~~the risks associated with the Company's~~ operations.

~~POSSIBLE~~Historically, we ~~INVESTMENT~~have ~~COMPANY~~experienced ~~ACT~~greater ~~REGULATION~~net ~~MAY~~sales ~~INCREASE~~in ~~COSTS. Although~~ the ~~Company~~second ~~will~~half ~~be subject to regulation under the Securities Exchange Act~~ of ~~1933,~~a ~~management~~calendar ~~believes~~year ~~the~~relative ~~Company will not be subject~~ to ~~regulation~~those ~~under~~in the ~~Investment~~first ~~Company Act of 1940~~half, ~~insofar~~due asto ~~the~~a ~~Company~~concentration of ~~will~~shopping ~~not~~around ~~be engaged in~~ the ~~business~~fall ofand ~~investing~~holiday ~~or trading in securities~~seasons. InAs ~~the~~a ~~event~~result, ~~the~~our ~~Company~~net ~~engages~~sales inand ~~business~~gross ~~combinations~~margins ~~which~~are ~~result~~typically higher in the ~~Company~~third and ~~holding~~fourth ~~passive~~quarters ~~investment~~and ~~interests~~lower in athe ~~number~~first ofand ~~entities~~second quarters, ~~the~~as ~~Company~~fixed ~~could~~operating becosts ~~subject~~are tospread ~~regulation~~over ~~under~~ the ~~Investment~~differing ~~Company Act~~ levels of ~~1940~~sales volume. InGiven ~~such event,~~ the ~~Company~~strong ~~would~~seasonal benature ~~required~~of toour ~~register~~sales, asappropriate anforecasting ~~investment~~is ~~company~~critical ~~and could be expected~~ to ~~incur~~our ~~significant registration and compliance costs~~operations. ~~The~~We ~~Company~~anticipate that ~~has~~this ~~obtained~~seasonal noimpact ~~formal~~on ~~determination~~our ~~from~~net ~~the~~sales ~~Securities~~is ~~and~~likely ~~Exchange Commission as~~ to ~~the~~continue ~~status~~and ofany ~~the~~shortfall ~~Company~~in ~~under~~expected ~~the~~third ~~Investment~~and ~~Company~~fourth ~~Act~~quarter ofnet ~~1940~~sales would ~~and,~~cause ~~consequently,~~our ~~any~~annual ~~violation~~results of ~~such~~operations ~~Act would subject the Company~~ to ~~material~~suffer ~~adverse consequences~~significantly.

-We have 12a -history of operating losses, and expect to incur significant additional operating losses in the future if we fail to execute our strategy.

~~PROBABLE~~Monster, Inc. ~~CHANGE~~(formerly INknown ~~CONTROL~~as ~~AND~~Monster ~~MANAGEMENT~~Cable ~~MAY~~Products, ~~RESULT~~Inc.) INwas ~~UNCERTAIN~~formed ~~MANAGEMENT~~in ~~FUTURE.~~1978 Aand ~~business~~together ~~combination~~with ~~involving~~its ~~the~~subsidiaries ~~issuance~~and affiliates, has almost 40 years of ~~the~~operating ~~Company's~~history. ~~common~~We ~~stock~~continue ~~will,~~to inincur ~~all~~operating ~~likelihood,~~losses. ~~result~~At inDecember ~~shareholders~~31, of2017 aand ~~private~~2016, ~~company~~we ~~obtaining~~had a$7.8 ~~controlling~~million and ~~interest~~$8.3 million in ~~the~~cash ~~Company~~and cash equivalents, respectively. ~~Any~~We ~~such~~had ~~business~~negative ~~combination~~working ~~may~~capital ~~require~~as ~~management~~of December 31, 2017 and 2016 of $75.9 million and $10.5 million, respectively. For the ~~Company~~year toended ~~sell~~December or31, ~~transfer~~2017, ~~all~~we orhad a ~~portion~~net loss of $26.7 million. In the ~~Company's~~first ~~common~~quarter ~~stock~~ended ~~held~~March by31, ~~him~~2018, orthe ~~resign~~Company asincurred a ~~member~~net loss of ~~the~~approximately ~~Board~~$19.6 ofmillion. ~~Directors~~The amount of ~~the~~future ~~Company~~losses and when, if ever, we will achieve profitability are uncertain. ~~The~~As ~~resulting~~set ~~change~~forth in ~~control~~Note of1 ~~the~~to ~~Company~~our ~~could~~financial ~~result~~statements, inthe ~~removal~~management team of Monster (the ~~present~~“Management”) ~~officer~~has taken several actions to address our operating losses, including reducing headcount across functional areas, negotiating with customers to lower returns and ~~director~~incentives ofunder ~~the~~dealer ~~Company~~programs, reducing marketing spend and branding partnerships to refocus on digital and social marketing, outsourcing distribution to a ~~corresponding~~3PLsolution, ~~reduction~~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 ~~elimination~~all of ~~his~~these ~~participation~~undertakings, inour ~~the~~business, ~~future~~prospects, ~~affairs~~and results of ~~the~~operations may ~~Company~~be materially adversely affected.

~~REDUCTION~~We may OFneed PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY RESULT IN DILUTION. The Company's primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in the Company issuing securities to ~~shareholders~~secure ofadditional ~~such private company~~financing. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by present and prospective shareholders of the Company and would most likely result in a change in control or management of the Company.

~~DISADVANTAGES~~We anticipate ~~OF BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS. The Company may enter into a business combination with an entity~~ that ~~desires~~we towill ~~establish~~incur aoperating ~~public~~losses ~~trading market~~ for ~~its~~the ~~shares~~foreseeable future. AWe ~~potential business combination candidate~~ may ~~find~~require itadditional ~~more~~funds ~~beneficial~~for toour goanticipated operations ~~public directly rather than through a combination with a blank check company~~ and ~~the~~if ~~requirements~~we ofare anot ~~post-effective~~successful ~~amendment~~in ~~and~~securing ~~having~~additional tofinancing, ~~clear~~we ~~its~~may ~~application~~need to ~~trade~~curtail ~~using~~our ~~information~~business ~~provided by the Company rather than its own internal information~~operations.

~~FEDERAL~~Our auditors ~~AND~~have ~~STATE~~issued TAXATION OF BUSINESS COMBINATION MAY DISCOURAGE BUSINESS COMBINATIONS. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax- free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a ~~tax-free~~“going ~~reorganization~~concern” oraudit ~~that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets~~opinion. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction, reduce the future value of the shares and potentially discourage a business combination.

~~BLUE~~Our independent ~~SKY~~auditors ~~CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES. Because the securities registered hereunder~~ have ~~not~~indicated, ~~been~~in ~~registered~~their ~~for~~report ~~resale~~on ~~under~~our ~~the~~December ~~blue~~31, ~~sky~~2017 ~~laws~~financial ~~of any state~~statements, ~~and~~because ~~the~~of ~~Company~~our ~~has~~recurring nosignificant operating ~~current~~losses ~~plans~~and tonet ~~register~~capital ordeficiency ~~qualify~~that ~~its~~there ~~shares~~is insubstantial ~~any~~doubt ~~state,~~about ~~the~~our ~~holders~~ability ofto ~~such~~continue ~~shares~~as ~~and~~a ~~persons~~going ~~who~~concern. A ~~desire~~“going toconcern” ~~purchase~~opinion ~~them~~indicates ~~in any trading market~~ that ~~might develop in~~ the ~~future,~~financial ~~should~~statements behave ~~aware~~been ~~that~~prepared ~~there~~assuming ~~may~~we bewill ~~significant~~continue ~~state~~as a ~~blue~~going ~~sky~~concern ~~restrictions~~and ~~upon~~do ~~the~~not ~~ability~~include ofany ~~new~~adjustments ~~investors~~ to ~~purchase~~reflect the ~~securities~~possible ~~which~~future ~~could reduce~~effects ~~the~~on ~~size of~~ the ~~potential~~recoverability ~~market.~~and ~~As a result~~ classification of ~~recent changes in federal law~~assets, ~~non-issuer~~or ~~trading~~the oramounts ~~resale~~and classification of ~~the~~liabilities ~~Company's~~that ~~securities~~may isresult ~~exempt~~if ~~from~~we ~~state~~do ~~registration~~not orcontinue ~~qualification~~as ~~requirements~~a ingoing ~~most states~~concern. ~~However~~Therefore, you ~~some~~should ~~states~~not ~~may~~rely ~~continue~~on toour ~~attempt~~balance tosheet ~~restrict~~as ~~the~~an ~~trading~~indication orof ~~resale~~the amount of ~~blind~~proceeds ~~pool~~that orwould ~~"blank-check"~~be ~~securities.~~available ~~Accordingly,~~to ~~investors~~satisfy ~~should~~claims of ~~consider~~creditors, ~~any~~and ~~potential~~potentially ~~secondary~~be ~~market~~available for ~~the~~distribution ~~Company's~~to ~~securities~~shareholders, toin bethe aevent ~~limited~~of ~~one~~liquidation.

NOWe owe ~~ASSURANCE~~substantial ~~SHARES~~debt ~~WILL~~to BEcertain ~~SOLD~~shareholder ~~MAY~~of ~~LIMIT~~Monster ~~FUTURE~~and ~~OPERATING~~if ~~CAPITAL.~~we ~~The~~are ~~1,000,000~~unable ~~Common Shares~~ to bepay ~~sold by~~ the ~~issuer~~debt ~~are~~when ~~to be offered directly by the Company~~due, ~~and no individual, firm, or corporation has agreed to purchase or take down any of~~ the ~~shares.~~debt Noin ~~assurance~~such ~~can~~amount may behave ~~given~~an ~~that~~adverse ~~any~~effect oron ~~all~~our ~~of the Shares will be sold~~operations.

-At December 1331, 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.

BUSINESS ANALYSIS BY NON PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS. Analysis of business operations will be undertaken by Benny Doro who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.9

~~ARBITRARY OFFERING PRICE MEANS SHARES MAY NOT REFLECT FAIR MARKET VALUE. The Offering Price of~~ In the ~~Shares~~event ~~bears~~that nowe ~~relation~~lose toour ~~book~~action ~~value,~~against ~~assets,~~a ~~earnings,~~former orvendor ~~any~~we ~~other~~may ~~objective criteria of value. They have been arbitrarily determined by the Company. There can~~ be noliable ~~assurance that, even if a public trading market develops~~ for ~~the Company's securities, the Shares will attain market values commensurate with the Offering Price~~damages.

NOWe had ~~ASSURANCE~~a OFlicense ~~SUCCESSFUL~~agreement ~~MARKETING~~(the ~~EFFORTS~~“License ~~MAY~~Agreement”) ~~RESULT~~with INa ~~FAILURE~~consumer OFelectronics ~~THE~~company ~~BUSINESS. One of~~ (the ~~methods the Company will use to find potential merger~~ “Licensor” or ~~acquisition~~“Vendor”) ~~candidates will be~~ to ~~run~~sell ~~classified~~headphone ~~ads~~products inunder the ~~Wall~~Licensor’s ~~Street~~trade ~~Journal~~name and ~~similar~~pay ~~publications~~related ~~periodically seeking companies which are looking to merge with a public shell~~royalties. ~~Other~~The ~~methods~~License Agreement ~~included~~was ~~personal~~terminated ~~contacts~~on ~~and~~June ~~contacts~~30, ~~gained through social networking~~2012. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. Lack of identification and completion of a successful merger/acquisition will render the shares sold hereunder worthless.

NOAs a ~~PUBLIC~~result MARKET FOR COMPANY'S SECURITIES MAY LIMIT THE LIQUIDITY OF THE SHARES. Prior to the Offering, there has been no public market for the Shares being offered. There can be no assurance that an active trading market will develop or that purchasers of the ~~Shares~~termination ~~will be able to resell their securities at prices equal to or greater than the respective initial public offering prices. The market price~~ of the ~~Shares~~License ~~may be affected significantly by factors such as announcements by the Company or its competitors~~Agreement, ~~variations~~we ~~in the Company's results of operations,~~ and ~~general market conditions. No trading in our common stock being offered will be permitted until~~ the ~~completion~~Licensor ofsimultaneously aentered ~~business~~into ~~combination~~several ~~meeting~~other ~~the requirements of Rule 419. Movements in prices of stock may also affect the market price in general. As a result of these factors~~agreements (collectively, ~~purchasers of~~ the ~~Shares~~“Vendor ~~offered~~Agreements”) ~~hereby may not be able~~ to ~~liquidate~~wind andown ~~investment~~their inbusiness ~~the Shares readily or at all~~relationship.

~~SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE MARKET. All of~~ Under the ~~20,000,000~~Vendor ~~Shares~~Agreements, ~~which~~the ~~are~~parties ~~held~~agreed byto ~~management,~~settle ~~have~~related ~~been~~receivables ~~issued~~and inpayables ~~reliance~~based on the private placement exemption under the Securities Act of 1933, as amended ("Act") (pending effectiveness of this registration statement). Such Shares will not be available for sale in the open market except in reliance upon Rule 144 under the Act. In general, under Rule 144 a ~~person~~final ~~(or~~reconciliation ~~persons~~report ~~whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction~~ for contract atcompliance least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell such shares. This offering will make a substantial number of the Shares owned by ~~management~~an ~~eligible~~independent ~~for~~accounting ~~sale~~firm inmutually ~~the~~appointed future which may adversely affect the market price of the Common Stock. Mr. Doro, our president and director, Mr. Bubeck, our secretary and director, Ms. McLaughlin, our treasurer and director, and Mr. Dotres, our vice president and director, will remain bound by the ~~affiliate resale restrictions enumerated in Rule 144 of the Securities Act of 1933. The~~ Company ~~is a shell company~~ and ~~that as such, holders of our restricted or control securities will not be able to sell their securities in reliance on Rule 144 until such time, if ever, as we meet the requirements of Rule 144(i)(2)~~Vendor. The Company is authorized to issue 175,000,000 shares of common stock and 25,000,000 shares of preferred stock. The issuance of these shares in the future presents the possibility of dilution of existing ownership.

~~SUBSCRIPTIONS~~In January ~~IRREVOCABLE.~~2015, ~~Investors~~the ~~subscriptions~~Company ~~are~~and ~~irrevocable~~its majority shareholder and ~~therefore~~managing member brought a complaint (the ~~investor'~~“Complaint”) against the Vendor, as well as the Vendor’s ~~funds~~current ~~may~~and beformer ~~held~~owners inand ~~escrow~~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 ~~longer~~Summary ~~than~~Judgment. In January 2016, the Vendor filed a ~~year~~cross-complaint (the “Cross-Complaint”) against the Company and ~~that~~its ~~investors~~majority ~~will~~shareholder ~~receive~~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 ~~return~~accrual onhas ~~invested~~been provided ~~funds~~for ~~because~~this matter as management intends to vigorously defend these allegations and believes that the ~~escrow~~likelihood ~~account~~of ~~will~~an beunfavorable outcome ~~non~~to the Cross-~~interest~~Complaint ~~bearing~~is neither probable nor estimable at this time.

-On January 1416, 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.

~~Special~~In the ~~Note~~event ~~Regarding~~that ~~Forward-Looking~~this ~~Statements~~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.

~~This~~One of ~~prospectus contains forward-looking statements about~~ our ~~business,~~retailers ~~financial~~accounts ~~condition~~for ~~and~~a ~~prospects~~significant ~~that~~amount ~~reflect~~of our ~~management's~~net ~~assumptions~~sales, and ~~beliefs based on information currently available. We can give no assurance that~~ the ~~expectations~~loss ~~indicated by such forward-looking statements will be realized. If any~~ of ~~our assumptions should prove incorrect~~, or ifreduced ~~any~~purchases ~~of the risks and uncertainties underlying such expectations should materialize~~from, ~~the~~this ~~actual~~or ~~results~~other retailers ~~may~~could ~~differ~~have ~~materially~~a ~~from~~material ~~those~~adverse ~~indicated~~effect byon ~~the~~our ~~forward-looking~~operating ~~statements~~results.

~~The~~In 2017, ~~key~~we ~~factors~~had ~~that~~no ~~are~~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 ~~within~~have long-term contracts with any of our ~~control~~retailers and ~~that~~all ~~may~~of ~~have~~our aretailers ~~direct~~generally ~~bearing~~purchase from us on ~~operating~~a ~~results~~purchase ~~include,~~order ~~but~~basis. ~~are~~As ~~not~~a ~~limited to~~result, ~~acceptance~~retailers ofgenerally ~~the~~may, ~~proposed~~with ~~services~~no ~~that~~notice weor ~~expect~~penalty, tocease ~~market,~~ordering and selling our ~~ability~~products, or tomaterially ~~establish~~reduce atheir ~~substantial~~orders. ~~customer~~If ~~base~~certain retailers, ~~managements'~~individually ~~ability~~or in the aggregate, choose to ~~raise~~no ~~capital~~longer insell ~~the~~our ~~future~~products, to ~~the~~slow ~~retention~~their rate of ~~key~~purchase ~~employees~~of ~~and~~our ~~changes~~products inor to decrease the ~~regulation~~number of ~~the~~products ~~industry~~they inpurchase, ~~which~~our weresults ~~function~~of operations would be adversely affected.

~~There~~ We may be ~~other~~adversely ~~risks~~affected ~~and~~by ~~circumstances~~the ~~that~~financial ~~management~~condition ~~may~~of beour ~~unable~~retailers ~~to predict. When used in this document, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates"~~ and ~~similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions~~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.

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;

	●	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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

USE OF PROCEEDS

~~Without~~After deducting ~~realizing~~the commissions payable to the ~~minimum~~Selling Agents if applicable and the estimated offering ~~proceeds~~expenses that are payable by us, we estimate that the ~~Company~~net ~~will~~proceeds ~~not~~from bethe ~~able~~sale of Monster Money Tokens offered pursuant to ~~commence~~this ~~planned~~prospectus ~~operations~~will ~~and~~be ~~implement~~$276 ~~our~~million if ~~business~~the ~~plan~~Maximum Offering Amount is sold. ~~See~~These ~~"Management's~~estimates ~~Discussion~~are ~~and~~based ~~Plan~~upon ofan ~~Operation"~~assumed ~~for~~initial ~~further~~public ~~information~~coin offering price of US$1.00 per Intoken, the ~~case~~price ~~that~~shown on the ~~Offering~~front ~~does~~cover ~~not~~page ~~reach~~of this prospectus. A US$0.10 increase (decrease) in the ~~maximum~~assumed ~~and~~initial public offering price of US$1.00 per token would increase (decrease) the ~~total~~net proceeds ~~are~~to ~~less~~us ~~than~~from ~~those~~our ~~indicated~~offering inby ~~the~~$27.6 ~~table~~million at maximum, assuming wethe ~~will~~number ~~have~~of ~~the~~tokens ~~discretion~~offered toby ~~apply~~us, as set forth on the ~~available~~cover ~~net~~page ~~proceeds~~of tothis ~~various~~prospectus, ~~acquisition~~remains ~~efforts~~the ~~within~~same and after deducting the ~~dollar~~estimated ~~limits~~commissions ~~established~~and inestimated ~~the~~expenses ~~table~~payable ~~below~~by us.

~~The~~We plan ~~Company intends~~ to use the net proceeds ~~from~~of ~~this~~our offering for anbusiness development and working capital purposes, which may include but not limited to investment in the research and development of Monster Money Network, sales and marketing activities, forming strategic partnerships with established companies selected by the Company, and general capital purposes. We may also use a portion of these proceeds for the acquisition asof, ~~follows:~~ or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments.

		Minimum								50% of Maximum								Maximum
Application Of Proceeds		$	% of total			% of net proceeds				$	% of total			% of net proceeds				$	% of total			% of net proceeds
Total Offering Proceeds	$	5,000		100.00	%				$	10,000		100.00	%				$	20,000		100.00%	%
Net Offering Proceeds	$	4,500		90.00	%		100.00	%	$	9,000		90.00	%		100.00	%	$	18,000		90.00%	%		100.00	%
Total Use of Proceeds	$	5,000		100.00	%				$	10,000		100.00	%				$	20,000		100.00%	%

The Company intends to develop Monster Money Network in three stages as set forth below:

● Stage I: establish Monster Money Network to provide the basic transactional functions, such as Monster Money Wallets and processing transactions in MMNY Tokens; ● Stage II: establish a private off-chain 15platform where micro-transactions can be completed without or with very limited transaction costs caused by mining activities (“gas”). ● Stage III: complete Monster’s blockchain and integrate such blockchain to the operating systems of the Company, such as marketing, accounting and auditing, payroll services, inventory control and shipping management.

~~DETERMINATION~~The following OFchart ~~OFFERING~~provides ~~PRICE~~the approximate use of net proceeds from this Offering in the event that we are able to raise $100 million, $200 million and $300 million.

~~The~~If ~~offering price of~~ the ~~common~~following ~~stock~~amount ~~has~~is ~~been~~raised ~~arbitrarily~~in ~~determined~~this and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.Offering

Gross Proceeds

$100 million

$200 million

$300 million

Commission to Selling Agents (1)

$8 million

$16 million

$24 million

Estimated Net Proceeds

$92 million

$184 million

$276 million

Use of Net Proceeds

R&D for Monster Money Network

Complete Stage II of Monster Money Network

Complete Stage II and part of Stage III of Monster Money Network where the Company shall have its blockchain

Complete Stage II and III of Monster Money Network

Estimated budget

55 million

110.5 million

165.5 million

Marketing and Advertising

Use press releases, radio and television media and limited pop-up stores to market Monster products and Monster Money network

Use press releases, radio and television media, pop-up stores, commercials and influencers and bloggers to market Monster products and Monster Money network

Use press releases, prime radio and television media, pop-up stores, prime time commercials, influential celebrities to market Monster products and Monster Money network

Estimated budget

18.5 million

37 million

55 million

Partnership development

Develop limited partnerships with selected companies to sell Monster products

Develop partnerships with selected companies to sell Monster products

Fully develop partnerships with selected companies to sell Monster products

Estimated budget

14 million

27.5 million

41.5 million

General working capital

Administrative and sales expenses

Increased administrative and sales expenses due to the increased size of business and operations

Estimated budget

4.5 million

9 million

14 million

Estimated Total Budget

92 million

184 million

276 million

(1)

Any unpaid or unused funds shall be allocated for general working capital purposes.

The foregoing represents our current intention based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending any use described above, we plan to invest the net proceeds in short-term, interest-bearing, fixed-income instruments or on-demand deposits at various credit institutions. We may apply portion of the net proceeds to retire any of our existing and outstanding debts owed to related parties provided that we have raised sufficient funds to implement our business plans as described above.

PRICE RANGE OF COMMON STOCK

Market Price of and Dividends on Common Stock Equity and Related Stockholder Matters

The Company’s Common Stock is not traded or quoted on any stock markets in the United States at the time of this prospectus. Therefore, there has not been any public trading to date in the Company’s Common Stock.

As of May 25, 2018, there were approximately 48 holders of record of the Company’s Common Stock.

As of May 25, 2018, 0 shares of Common Stock are subject to outstanding options or warrants to purchase or securities convertible into, Common Stock.

DIVIDENDS

The Company has never declared or paid any cash dividends on its Common Stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends on its Common Stock in the foreseeable future.

Holders of MMNY Tokens are not entitled to any dividends issued on the Company’s Common Stock.

We intend to apply for listing of our Common Stock on the NYSE MKT or NASDAQ. No assurance can be given that our application will be approved. We intend to apply for trading of MMNY Tokens on a cryptocurrency exchange; however, we cannot assure you that such application will be approved in a timely manner or at all.

CAPITALIZATION

The following table sets forth our capitalization, as of _________, 2018:

[to be inserted]

	●	on an actual basis; and

	●	on a pro forma basis to give effect to the sale of MMNY Tokens at the public offering price of $1.00 per Token, after deducting commissions payable to the Selling Agents, if applicable, and other estimated offering expenses payable by us.

You should consider this table in conjunction with our financial statements and the notes to those financial statements included elsewhere in this prospectus.

DILUTION

~~"Dilution"~~The number ~~represents the difference between the offering price~~ of ~~the~~MMNY ~~shares~~Tokens ~~of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value"~~ is ~~the~~fixed ~~amount~~at ~~that~~500,000,000 ~~results~~and ~~from~~investors ~~subtracting~~in ~~total~~this ~~liabilities~~Offering ~~from~~will ~~total~~receive ~~assets.~~collectively Inup ~~this~~to ~~offering~~300,000,000 ~~the~~MMNY Tokens ~~level~~at ~~of dilution is increased as~~ a ~~result~~price of ~~the~~$1.00 ~~relatively~~per ~~low book value of our issued and outstanding stock~~Token. ~~Assuming~~The ~~all~~remaining ~~shares offered herein are sold~~200,000,000 ~~giving~~Tokens ~~effect~~will tobe ~~the~~deposited ~~receipt~~into of the ~~maximum~~Company’s ~~estimated~~Monster ~~proceeds~~Money Wallet ofand ~~this~~released ~~offering~~gradually ~~net~~in of the ~~offering~~sole ~~expenses,~~discretion ~~our net book value will be $13,000 or $0.012 per share. Therefore, the purchasers~~ of the ~~common~~Board ~~stock in this offering will incur an immediate and substantial dilution~~ of ~~approximately~~Directors ~~$0.008 per share while our present stockholders will receive an increase~~ of ~~$0.012~~the ~~per~~Company ~~share~~to inincentivize the ~~net~~developers, ~~tangible~~contributors and ~~book~~strategic ~~value~~partners of the ~~shares~~Company ~~they~~and ~~hold.~~its ~~This~~Monster ~~will~~Money ~~result in a 90~~Network.~~00% dilution for purchasers of stock in this offering.~~

~~The~~If you ~~following~~invest ~~table~~in ~~illustrates~~our ~~the~~MMNY ~~dilution~~Tokens and decide to convert MMNY Tokens upon the ~~purchasers~~occurrence of the ~~common~~ICO ~~stock~~Failure as defined above, your interest in ~~this~~the Common Stock of the Company may be diluted by the future equity offering: or the conversion of other securities to equity of the Company.

	Minimum			Maximum
	Offering			Offering
Offering Price Per Share	$	0.02		$	0.02
Book Value Per Share Before the Offering	$	0.00		$	0.00
Book Value Per Share After the Offering	$	0.0002		$	0.012
Net Increase to Original Shareholder	$	0.0002		$	0.012
Decrease in Investment to New Shareholders	$	0.0198		$	0.008
Dilution to New Shareholders (%)		99	%		40	%

~~SELLING~~MANAGEMENT’S DISCUSSION ~~SHAREHOLDER~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	No. Of Shares	Percentage of Shares	No. of Shares	Percentage of Shares
Name	Before Offering	Before Offering	After Offering	After Offering
Miguel Dotres	5,000,000	25%	0	0%
Benny Doro	5,000,000	25%	0	0%
Bob Bubeck	5,000,000	25%	0	0
Margret M. McLaughlin	5,000,000	25%	0	0

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements and Industry Data” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

*The selling shareholders are underwriters, as such, they will be subject to the applicable prospectus delivery and liability revisions of the Securities Act.Overview

-Monster, Inc. 16(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.

~~PLAN~~We currently OFoffer ~~DISTRIBUTION~~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.”

~~There~~Monster’s current isbusiness nostrategy ~~public market for our common stock. Our common stock~~ is ~~currently~~shifting ~~held~~focus byaway ~~four~~from ~~shareholders.~~simply ~~Therefore,~~building ~~the~~its ~~current~~product ~~and~~range ~~potential~~to ~~market~~pursuing ~~for~~alternative ~~our~~retail ~~common stock is limited~~ platforms and ~~the~~implementing ~~liquidity~~new ofmarketing ~~our shares may be severely limited~~campaigns. ~~Other~~Over ~~than~~the ~~pursuant~~next tofive ~~certain exemptions permitted by Rule 419~~years, noMonster’s ~~trading in the common stock being offered will be permitted until the completion of a~~ business ~~combination~~strategy ~~meeting~~is ~~the requirements of Rule 419. To date, we have made no effort~~ to ~~obtain~~revitalize ~~listing or quotation of our securities on a national stock exchange or association. The Company has not identified or approached any broker/dealers~~ relationships with ~~regard to assisting us to apply for such listing. The Company is unable to estimate when we expect to undertake this endeavor or that we will be successful. In~~ the ~~absence of listing, no market is available for investors in our common stock to sell their shares. The~~ Company’s ~~cannot~~existing ~~guarantee~~retail ~~that~~relationships aas ~~meaningful~~well ~~trading~~as ~~market~~target ~~will~~expansion ~~develop~~into ornew ~~that~~retail ~~we will be able to get our common stock listed for trading~~venues.

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.Reverse Acquisition

~~This~~On February ~~offering~~13, ~~will be conducted on a best-efforts basis utilizing the efforts of Benny Doro~~2018, the ~~President of the~~ Company~~. Potential investors include~~, ~~but~~a ~~are~~Nevada ~~not~~corporation, ~~limited to~~Monster, ~~family~~LLC, ~~friends~~a ~~and~~Nevada ~~acquaintances~~limited ofliability ~~Benny~~company ~~Doro.~~(“Monster Nevada”) ~~The~~and ~~intended methods of communication include~~Monster, ~~without limitation~~Inc., ~~telephone~~a ~~and~~California ~~personal~~corporation ~~contact.~~(“Monster InCalifornia” ~~efforts~~and totogether ~~sell~~with ~~this~~Monster ~~offering, no mass advertising methods such as~~ Nevada the ~~internet~~“Monster orEntities”) ~~print~~and ~~media~~each ~~will~~shareholder beand ~~used.~~member ~~Every~~of ~~potential purchaser will be provided with a prospectus at~~ the ~~time~~Monster ~~any~~Entities ~~offer~~entered isinto ~~made, as well as~~ a ~~copy~~Share ofExchange Agreement (the ~~subscription~~“Share ~~agreement~~Exchange Agreement”).

~~Checks~~The closing ~~payable~~for asthe ~~disclosed~~Share ~~herein~~Exchange ~~received~~Agreement inoccurred ~~connection~~on ~~with~~April ~~sales~~9, of2018 ~~our~~(the ~~securities~~“Closing ~~will~~Date”). beOn ~~transmitted~~the ~~immediately~~closing ~~into~~for anthe ~~Escrow~~Share Exchange ~~Account~~Agreement, ~~until~~each ~~the~~stockholder ~~offering~~and ismember ~~closed~~of Monster, Inc. ~~There~~and ~~can~~Monster, beLLC nosold ~~assurance~~and ~~that~~conveyed all, of the shares he or ~~any~~she owned in Monster Entities to the Company, which interest constituted 100% of all of the ~~shares~~issued ~~will~~and beoutstanding ~~sold~~ownership interests in the Monster Entities. ~~The~~In ~~shares~~consideration ~~from~~for ~~Miguel~~the ~~Dotres,~~acquisition ~~Benny~~of ~~Doro,~~100% ~~Bob~~of ~~Bubeck~~the Monster Entities, ~~and~~the ~~Margret~~Company M.issued 300,000,000 ~~McLaughlin~~shares ~~will~~of beits ~~placed~~Common ~~into~~Stock to the ~~Escrow~~stockholders ~~Account.~~and ~~The~~members ~~escrow~~of ~~agreement~~Monster ~~sets~~Entities ~~forth~~pro rata in the ~~offering~~respective ~~priorities~~amounts set ~~between~~forth in the ~~Company's~~Share ~~shares~~Exchange Agreement and ~~those~~an ~~held~~aggregate byof ~~Miguel Dotres~~5,000,000 ~~Benny~~shares ~~Doro,~~held ~~Bob~~by ~~Bubeck,~~the ~~and~~Company ~~Margret~~insiders M.was ~~McLaughlin~~cancelled.

~~Benny~~The Share ~~Doro~~Exchange ~~will~~was ~~not~~intended ~~receive~~to ~~commissions~~constitute ~~for any sales originated on the Company's behalf. We believe that Benny Doro is exempt from registration as~~ a ~~broker~~“reorganization” ~~under~~within the ~~provisions~~meaning of ~~Rule~~Section ~~3a4-1~~368 ~~promulgated~~of ~~under~~ the ~~Securities~~Internal ~~Exchange~~Revenue Code ~~Act~~ of ~~1934. In particular~~1986, as ~~to Benny Doro, he:~~amended.

~~1. Is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his or her participation; and~~26

~~2. Is not to be compensated in connection with his participation by the payment~~ Basis of ~~commissions or other remuneration based either directly or indirectly on transactions in securities; and~~Presentation

~~3. Is~~Our net ~~not~~sales anare ~~associated~~derived ~~person~~primarily from the sale of aheadphones, ~~broker~~audio/video orcables, ~~dealer;~~surge protectors and audio accessories under the Monster brand names. Amounts billed to retailers for shipping and handling are included in net sales. Sales are reported net of estimated product returns and pricing adjustments. The Domestic segment primarily consists of Monster product sales to customers in the United States. The international segment primarily includes product sales to customers outside the United States.

-Gross profit 17is -influenced by cost of goods sold, which consists primarily of product costs, packaging, freight, duties and warehousing. We are experiencing higher product costs due to increasing material, freight and other costs of product. If we are unable to pass along these costs to our retailers and distributors or shift our sales mix to higher margin products, our gross profit as a percentage of net sales, or gross margin, may decrease.

4Our selling, general and administrative expenses consist primarily of selling, marketing and advertising expenses, wages, related payroll and employee benefit expenses, distribution, commissions to outside sales representatives, legal and professional fees, travel expenses, utilities, other facility related costs, such as rent and depreciation, amortization of intangible assets and consulting expenses. ~~Meets~~The ~~the~~primary ~~conditions~~components of ~~the~~our ~~following:~~marketing and advertising expenses include in-store advertising and maintenance of in-store assets, brand building fixtures, content creation, sponsorship of trade shows and events, promotional products and sponsorships for athletes, musicians and artists.

~~a. Primarily performs, or is intended primarily to perform at the end~~ Results of ~~the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and~~Operations

b.The following ~~Was~~table ~~not~~sets aforth ~~broker~~selected oritems ~~dealer,~~in orour ~~associated~~statements ~~persons~~ of aoperations ~~broker~~in ordollars ~~dealer,~~(in ~~within~~thousands) ~~the~~and ~~preceding~~as 12a ~~months;~~percentage ~~and~~of net sales for the periods presented:

c. Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

	Year ended December 31,
	2017					2016
Net sales	$	57,487		100.0	%	$	87,674		100.0	%
Cost of goods sold		35,762		62.2	%		61,674		70.3	%
Gross profit		21,725		37.8	%		26,001		29.7	%
Selling, general and administrative expenses		44,198		76.9	%		50,165		57.2	%
Income (loss) from operations		(22,473	)	(39.1	)%		(24,164	)	(27.6	)%
(Gain) loss from foreign currency transactions		(1,053	)	(1.8	)%		563		0.6	%
Other expense		1,023		1.8	%		(30	)	-	%
Interest (income) expense		4,209		7.3	%		3,981		4.5	%
Income (loss) before income taxes and noncontrolling interests				(46.4	)%				(32.7	)%
		(26,651	)				(28,677	)
Income taxes		93		0.2	%		340		0.4	%
Net income (loss)		(26,743	)	(46.5	)%		(29,018	)	(33.1	)%
Other comprehensive loss, net of tax		307		0.5	%		362		0.4	%

Comprehensive loss attributable to Monster, Inc.	$	(27,050	)	(47.1	)%	$	(29,380	)	(33.5	)%

~~Benny Doro our President and director is an underwriter for the purposes of this offering. Miguel Dotres, Bob Bubeck, and Margret M. McLaughlin are promoters for the purpose of this offering.~~27

~~There~~Year Ended ~~can~~December ~~be no assurance that all~~31, or2017 ~~any,~~Compared ~~of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were~~ to ~~enter~~Year ~~into~~Ended ~~such~~December ~~arrangements~~31, ~~we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.~~2016

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold.Net Sales

The following ~~Company~~table isreflects ~~conducting~~our anet ~~"Blank~~sales Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act"). The offering proceeds and the securities to be issued to investors must be deposited in an escrow account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the Deposited Securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Except for ~~an amount up to 10% of~~ the ~~Deposited~~years ~~Funds~~ended ~~releasable~~December ~~under Rule 419~~31, ~~the~~2017 ~~Deposited Funds~~ and ~~the~~2016 ~~Deposited Securities may not be released until an acquisition meeting certain specified criteria~~ (~~having a value of at least 80% of the amount raised~~ in ~~this offering~~thousands) has been consummated and a sufficient number of investors (80% of those purchasing in the offering) reconfirm their investment in accordance with the procedures set forth in Rule 419. An amount equal to 10% of the gross proceeds of the offering may be released to the Company for expenses upon completion of the minimum offering. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be filed in a post-effective amendment to this registration statement, and delivered to all investors. The Company must return the pro rata portion of the Deposited Funds to any investor who does not elect to remain an investor. Unless 80% of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the net Deposited Funds (without interest) and none of the Deposited Securities will be issued to investors. In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the net Deposited Funds will be returned on a pro rata basis to all investors (10% may have been released to the Company upon completion of at least the minimum offering).:

- 18 -

	Year Ended December 31,
	2017		2016		$ Change			% Change
Net sales
Domestic	$	30,896	$	50,088	$	(19,193	)		(38.3	)%
International		26,591		37,586		(10,995	)		(29.3	)%
Total net sales	$	57,487	$	87,674	$	(30,188	)		(34.4	)%

~~The~~Total net ~~proceeds~~sales ~~from~~decreased ~~the sale of the shares in this offering should be payable to Branch Banking & Trust Company fbo Atlantic Acquisition Inc.~~ (~~"Escrow Account"~~34.4) and will be deposited in a non-interest bearing account until the escrow conditions are met. No interest will be paid to any shareholder or the Company. All subscription agreements and checks are irrevocable. All subscription funds net of amounts releasable under Rule 419 for expenses (up to 10%) ~~will be held in the Escrow Account until the earlier of: (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) 18 months have passed~~ from ~~the~~2017 ~~date~~versus of2016, ~~the~~with ~~prospectus~~decreased ~~and~~sales noin ~~such~~both ~~acquisition~~Domestic ~~has been consummated~~ and noInternational ~~funds shall be released to Atlantic Acquisition Inc~~segments. ~~until such a time as the escrow conditions are met other than up to 10% as disclosed herein. In the event that 18 months have passed from the date of the prospectus~~ Domestic and noInternational ~~such acquisition has been consummated~~ net ~~funds~~sales ~~shall~~decreased beprimarily ~~returned~~due ~~pro rata~~ to ~~investors. Securities will be released to investors upon~~ the ~~consummation of~~impact ~~an acquisition meeting the requirements~~ of ~~Rule~~competition ~~419.~~on ~~The~~product ~~escrow~~sales ~~agent~~volume ~~will~~across ~~continue~~all toproduct ~~receive or hold funds~~ categories and ~~perform~~disruption ~~disbursements~~in ~~required~~supply orchain ~~allowed~~which ~~under~~effected ~~Rule 419 until either (i) consummation of an acquisition meeting the requirements of Rule 419 or (ii) 18 months have passed from the date of the prospectus and no such acquisition has been consummated~~sales. ~~Thereafter,~~This ~~the~~decrease escrow agreement shall terminate. If the Minimum Offering is not achieved within 180 days of the date of this prospectus (or an additional 180 days if so extended at the sole discretion of the Company), all subscription funds will be returned to investors promptly without interest or deduction of fees upon the expiration of 180 days or the second 180 days if the offering period is extended. The fee of the Escrow Agent is $2,500.00 (see Exhibit 99a). The amount of funds actually collected in ~~the~~volume ~~escrow~~was ~~account~~partially ~~from~~offset checks that have cleared the interbank payment system, as reflected in the records of the escrow agent, is the only factor assessed in determining whether the minimum offering condition has been met. Branch Banking & Trust Company will act as escrow agent and trustee for investors and it will make the determination based solely on its account records. Investors can purchase common stock in this offering by ~~completing~~increases ~~a Subscription Agreement (attached hereto as Exhibit 99b) and sending it to the Company together with payment~~ in ~~full.~~pricing ~~All payments must be made~~ in ~~United States currency either by personal check~~the cable, ~~bank~~speakers ~~draft, or cashiers check. There is no minimum subscription requirement. All subscription agreements~~ and ~~checks~~power ~~are~~product ~~irrevocable~~categories. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

~~COMMON~~The following ~~STOCK~~are components of change in net sales compared to the prior year:

Atlantic Acquisition Inc. is authorized to issue 175,000,000 shares of common stock, $0.0001 par value. The company has issued 20,000,000 shares of common stock to date held by four (4) shareholders of record.

	2017 vs. 2016
Volume		(41.7	)%
Price		7.7	%
Dilutions		(0.5	)%
		(34.4	)%

The Company ~~holders~~has stabled its supply chain which should reverse volume decreases but the Company will continue to experience increased competition due to the expansion of ~~Atlantic~~retail ~~Acquisition~~in-house ~~Inc~~brands on the cable and power markets.'s ~~common~~The ~~stock:~~increase in average selling price is not expected to continue and was driven by our cable, speakers and power product categories. The unfavorable impact of increases in sales dilutions further contributed to the net sales decrease.

1.Gross Profit ~~Have equal ratable rights to dividends from funds legally available therefore, when, as~~ and ifgross ~~declared by the Board of Directors;~~margin

2. Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, Dissolution, or winding up of corporate affairs.

	Year Ended December 31,
	2017		2016		$ Change			% Change
Gross profit
Domestic	$	16,332		17,349		(1,017	)		(5.9	)%
International		5,393		8,652		(3,259	)		(37.7	)%
Total gross profit	$	21,725		26,001		(4,276	)		(16.4	)%

3.The following Dotables ~~not~~reflect ~~have~~our ~~preemptive,~~gross ~~subscription~~profit orand ~~conversion~~gross ~~rights~~margin ~~and~~for ~~there~~the ~~are~~years noended ~~redemption~~December or31, ~~sinking~~2017 ~~fund~~and ~~provisions~~2016 or(in ~~rights; and~~thousands):

4. Are entitled to one vote per share on all matters on which stockholders may vote.

	Year Ended December 31,
	2017			2016			Basis Point Change
Gross margin %
Domestic %		52.9	%		34.6	%		1,822
International %		20.3	%		23	%		(274	)
Total gross margin %		37.8	%		29.7	%		813

~~- 19 -~~28

~~All~~Our overall ~~shares~~gross ofmargins ~~common~~fluctuate ~~stock~~based ~~now~~on ~~outstanding~~sales ~~are~~volume ~~fully~~mix ~~paid~~between ~~for~~segments, ~~and~~changes ~~non~~in ~~assessable~~customer ~~and~~pricing, ~~all~~inventory ~~shares~~management decisions, ofdiscounts ~~common~~and ~~stock which are the subject of this offering~~promotions, ~~when~~product ~~issued~~mix, ~~will~~and beoperational ~~fully paid for~~ and ~~non-assessable~~fulfillment costs.

~~PREFERRED~~Gross margins ~~STOCK~~for our Domestic segment increased due to the favorable impact of a release of expired royalty obligations and decreases in product cost, but decreased for our International segment due to increases in product costs and freight costs.

~~Atlantic Acquisition Inc. is authorized to issue 25~~Selling,~~000,000~~ General ~~shares~~and ofAdministrative ~~preferred stock, $0.0001 par value. The Company has issued no shares of preferred stock to date.~~Expenses

The Preferred Stock may be issued from time to time in one or more series, or divided into additional classes and such classes into one or more series. The terms of a class or series, including all rights and preferences, shall be as specified in the resolution or resolutions adopted by the Board of Directors designating such class or series, which resolution or resolutions the Board of Directors is hereby expressly authorized to adopt. Such resolution or resolutions with respect to a class or series shall specify all or such of the rights or preferences of such class or series as the Board of Directors shall determine, including the following, iftable ~~applicable:~~reflects ~~(a)~~our the number of shares to constitute such class or series and the distinctive designation thereof; (b) the dividend or manner for determining the dividend payable with respect to the shares of such class or series and the date or dates from which dividends shall accrueselling, ~~whether~~general ~~such dividends shall be cumulative,~~ and, ifadministrative ~~cumulative,~~expenses the date or dates from which dividends shall accumulate and whether the shares in such class or series shall be entitled to preference or priority over any other class or series of stock of the Corporation with respect to payment of dividends; (c) the terms and conditions, including price or a manner for ~~determining~~ the ~~price,~~years ofended ~~redemption,~~December ~~if any~~31, of2017 ~~the shares of such class or series; (d) the terms~~ and ~~conditions~~2016 ~~of a retirement or sinking fund, if any, for the purchase or redemption of the shares of such class or series;~~ (~~e) the amount which the shares of such class or series shall be entitled to receive, if any,~~ in the event of any liquidation, dissolution or winding up of the Corporation and whether such shares shall be entitled to a preference or priority over shares of another class or series with respect to amounts received in connection with any liquidation, dissolution or winding up of the Corporation; (fthousands) whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, or any other series of the same or any other class or classes of stock, of the Corporation and the terms and conditions of any such conversion or exchange; (g) the voting rights, if any, of shares of stock of such class or series in addition to those granted herein; (h) the status as to reissuance or sale of shares of such class or series redeemed, purchased or otherwise reacquired, or surrendered to the Corporation upon conversion; (i) the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by the Corporation or any subsidiary, of any other class or series of stock of the Corporation ranking junior to such shares as to dividends or upon liquidation; (j) the conditions, if any, on the creation of indebtedness of the Corporation, or any subsidiary; and (k) such other preferences, rights, restrictions and qualifications as the Board of Directors may determine.:

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

	Year Ended December 31,
	2017			2016			$ Change			% Change
Selling, general and administrative expenses	$	44,198		$	50,165		$	(5,967	)		(11.9	)%
Selling, general and administrative expenses as a percent of net sales		76.9	%		57.2	%

-SG&A expenses 20overall -decrease was due to reductions in expenses across all functions, and driven by reductions in Headcount, Salaries, POP Displays/Samples, and Travel expenses. Management has taken several actions since 2016 including but not limited to, headcount reductions across all 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, and eliminating unprofitable products and streamlining the product portfolio by reducing SKU count.

~~The~~Income from ~~Company has no current plans to either issue any preferred stock or adopt any series, preferences or other classification of preferred stock.~~Operations

~~PREEMPTIVE~~Loss from ~~RIGHTS~~operations was $(22.5) million and $(24.2) million for the year ended December 31, 2017 and 2016, respectively. Loss from operations as a percentage of net sales was (39.1) % and (27.6) % for the year ended December 31, 2017 and 2016, respectively. The overall decrease was the result of headcount reductions across all 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, closing down its manufacturing facility in Tijuana, Mexico, and eliminating unprofitable products and streamlining the product portfolio by reducing SKU count.

No holder of any shares of Atlantic Acquisition Inc. stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.Other Expense

~~NON-CUMULATIVE~~Other expense ~~VOTING~~was $0.0 million and $0.5 million for the year ended December 31, 2017 and 2016 respectively, which includes currency effects in Europe, Canada, China and Mexico.

~~Holders~~Interest (Income) of Atlantic Acquisition Inc. common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any directors.Expense

~~CASH~~Interest (income) ~~DIVIDENDS~~expense was $4.2 million and $4.0 million for the year ended December 31, 2017 and 2016, respectively. Interest expense is largely related to interest expense associated to shareholder notes.

As of the date of this prospectus, Atlantic Acquisition Inc. has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and our financial position, general economic conditions, and other pertinent conditions. The Company does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.Income Taxes

~~REPORTS~~Income tax expense was $0.1 million and $0.3 million for the year ended December 31, 2017 and 2016, respectively. Our effective tax rate for the year ended December 31, 2017 and 2016 was 0.2% and 0.4%, respectively, and reflects change in mix between income in different taxing jurisdictions.

After this offering, Atlantic Acquisition Inc. will make available to its shareholders annual financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.29

~~INTEREST~~Net Loss OFAttributable ~~NAMED~~to ~~EXPERTS~~Monster, ~~AND COUNSEL~~Inc.

~~Harold~~The resulting P.net ~~Gewerter,~~loss ~~Esq.~~attributable ~~is legal counsel~~ to ~~the~~Monster, ~~Company~~Inc. ~~Mr.~~for ~~Gewerter has provided an opinion on~~ the ~~validity~~year ofended ~~the~~December ~~common~~31, ~~stock~~2017 toand be2016 ~~issued~~was ~~pursuant to this Registration Statement~~$(26.7) ~~Mr.~~million ~~Gewerter has also been retained as special counsel to our Company for purposes of facilitating our efforts in securing registration before the Commission~~ and ~~eventual~~$(29.0) million, ~~listing on the OTCBB®~~respectively.

~~The financial statements included in this prospectus as of March 31, 2016~~ Liquidity and ~~for~~Capital the period from inception (December 29, 2015) through March 31, 2016 have been audited by Anton and Chia LLP., an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.Resources

-Our primary 21cash -needs are generally for working capital, inventory, and capital expenditures. Historically, we have generally financed these needs with operating cash flows as well as shareholder loans from our Majority shareholder. Operating cash flows as a source of liquidity may be impacted by fluctuations in demand for our products, ongoing investments in our infrastructure and expenditures on marketing and advertising.

~~DESCRIPTION~~The following OFtable ~~BUSINESS~~sets forth, for the periods indicated, our beginning balance of cash, net cash flows provided by and used in operating, investing and financing activities and our ending balance of cash:

Atlantic Acquisition Inc. (the "Company"), was incorporated on December 29, 2015, under the laws of the State of Nevada, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has no operations to date. Other than issuing shares to its original shareholders, the Company never commenced any operational activities.

	Year ended December 31,
	2017			2016
	(in thousands)
Cash and cash equivalents at beginning of year	$	8,328		$	9,506
Net cash (used in) provided by operating activities		(28,451	)		(14,498	)
Net cash provided by (used in) investing activities		(666	)		(1,084	)
Net cash (used in) provided by financing activities		28,014			14,683
Effect of exchange rate changes on cash and cash equivalents		571			(279	)
Cash and cash equivalents at end of year	$	7,796		$	8,328

~~The~~Net Cash ~~Company~~(Used ~~was~~in) ~~formed~~Provided by ~~Miguel~~Operating Dotres for the purpose of creating a corporation that could be used to consummate a merger or acquisition. Mr. Dotres served as Vice President, and Director, Benny Doro served as President and Director, Bob Bubeck served as Secretary and Director, and Margret M. McLaughlin served as Treasurer and Director. The directors determined next to proceed with filing a Form S-1.Activities

~~Mr.~~Cash from ~~Doro,~~operating ~~President~~activities ~~and~~consists ~~Director,~~primarily ~~elected to commence implementation~~ of ~~the~~net ~~Company's~~income ~~principal~~(loss) ~~business~~adjusted ~~purpose,~~for ~~described~~certain ~~below~~non-cash ~~under~~items ~~"Plan~~including ofdepreciation ~~Operation".~~and amortization ~~As such~~expense, ~~the~~loss ~~Company~~on ~~can~~disposal beof ~~defined~~property asand aequipment, ~~"shell"~~provision ~~company,~~for ~~whose~~doubtful ~~sole~~accounts, ~~purpose~~non-cash atinterest ~~this~~expense, amortization ~~time~~of isstock-based tocompensation ~~locate~~expense and ~~consummate~~the aeffect ~~merger~~of orchanges ~~acquisition~~in ~~with~~working acapital ~~private~~and ~~entity~~other activities.

~~The~~In 2017, ~~proposed~~net ~~business~~cash ~~activities~~used ~~described~~in ~~herein~~operating ~~classify~~activities ~~the~~was ~~Company as a "blank check" company~~$28.5 ~~Many~~million ~~states have enacted statutes, rules~~ and ~~regulations~~consisted ~~limiting~~of ~~the~~net ~~sale~~loss of ~~securities of "blank check" companies in their respective jurisdictions~~$(26.7) ~~Management~~million ~~does~~less ~~not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein~~$(9.8) Inmillion for ~~order~~non-cash ~~to provide assurances that no trading will occur in the Company's securities until a merger or acquisition has been consummated~~items, ~~all~~plus ~~shares~~$8.1 ~~will~~million befor ~~placed~~working incapital ~~escrow,~~ and ~~will~~other ~~not~~activities. beNon-cash ~~released~~items ~~until~~consisted ~~such~~primarily ~~time~~of asdecreases of ~~legal~~$10.1 ~~counsel~~million ~~has~~of ~~confirmed~~accounts ~~that~~receivable aallowances ~~merger~~and orreserves; ~~acquisition~~partially ~~has~~offset ~~been~~by ~~successfully consummated~~$1.4 ~~However,~~million ~~while~~of ~~management~~depreciation ~~believes~~and ~~that~~amortization. Working ~~the~~capital ~~procedures~~and ~~established~~other toactivities ~~preclude~~consisted ~~any~~primarily ~~sale~~ of ~~the~~decreases ~~Company's~~of ~~securities~~accounts ~~prior~~receivable ~~to closing~~ of ~~a merger or acquisition will be sufficient~~$13.0, ~~there~~decreases ~~can~~in beinventories of no$9.3 ~~assurances~~million; ~~that~~partially ~~the~~offset ~~procedures~~by ~~established~~decreases ~~herein~~in ~~will~~accounts ~~unequivocally~~payable ~~limit~~of ~~any~~$10.2 ~~shareholder's~~million, ~~ability~~increases toin ~~sell~~prepaid ~~their~~expenses ~~respective~~of ~~securities~~$4.2 ~~before such closing~~million.

~~The~~In 2016, ~~Company~~net iscash anused ~~emerging~~in ~~growth~~operating ~~company~~activities ~~under~~was ~~the~~$14.5 ~~Jumpstart~~million ~~Our~~and ~~Business~~consisted ~~Startups~~of ~~Act~~net loss of $(29.0) ~~The~~million ~~Company~~less ~~shall~~$(5.6) ~~continue~~million for tonon-cash beitems, ~~deemed~~plus an$20.1 ~~emerging~~million ~~growth~~for ~~company~~working ~~until~~capital ~~the~~and ~~earliest~~other activities. Non-cash items consisted primarily of— decreases of $7.0 million of accounts receivable allowances and reserves; partially offset by $1.6 million of depreciation and amortization. Working capital and other activities consisted primarily of decreases in inventories of $17.8 million, decreases of accounts receivable of $13.1; partially offset by decreases in accrued liabilities of $6.2 million, decreases in accounts payable of $5.9 million.

~~(A) the~~Net Cash ~~last~~Provided ~~day~~by ~~of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000~~ (asUsed ~~such amount is indexed for inflation every 5 years by the Commission to reflect the change~~ in ~~the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000~~) orInvesting ~~more;~~Activities

~~(B) the~~In 2017, ~~last~~net ~~day~~cash ofused ~~the~~in ~~fiscal~~investing ~~year~~activities ofwas ~~the~~$(0.7) ~~issuer~~million ~~following~~and ~~the~~consisted ~~fifth~~primarily ~~anniversary~~ of ~~the~~acquisition ~~date~~ of ~~the~~property ~~first~~and ~~sale~~ equipment of ~~common~~$0.8 ~~equity securities of the issuer pursuant to an effective registration statement under this title;~~million.

In 2016, net cash used in investing activities was $(C1.1) ~~the~~ ~~date~~million onand ~~which~~consisted ~~such~~primarily ~~issuer~~of ~~has,~~acquisition ~~during~~of ~~the~~property ~~previous~~and ~~3-year~~equipment of ~~period,~~$0.8 ~~issued~~million ~~more~~and ~~than~~of ~~$1,000,000,000~~acquisition inof ~~non-convertible~~trademarks ~~debt;~~$0.4 ormillion.

(D) the date on which such issuer is deemed to be a 'large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.30

AsNet Cash ~~an emerging growth Company, the Company is exempt from Section 404~~(b)Used ~~of Sarbanes Oxley. Section 404(a~~in) ~~requires~~Provided ~~Issuers~~by toFinancing publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.Activities

-In 2017, net cash provided financing activities was $28.0 million and related to net borrowings under notes payable to shareholders of $30.2 million, partially offset by net repayment on accounts receivable factoring arrangement of $2.2 million. In 2016, net cash provided financing activities was $14.7 million and related to net borrowings under notes payable to shareholders of $22.7 million, -partially offset by repayment of a bank loan of $7.9 million.

~~Section~~Management is ~~404(b)~~continuing ~~requires~~several ~~that~~initiatives, ~~the~~including ~~registered~~driving ~~accounting~~sales, ~~firm~~new ~~shall~~product launches, inadditional ~~the~~cost ~~same~~reductions ~~report,~~and ~~attest~~finding ways to ~~and~~streamline ~~report~~business onprocesses and reassess the ~~assessment~~business structure. The Company is working on ~~the~~several ~~effectiveness~~possibilities of ~~the~~equity source ~~internal~~funding ~~control~~with ~~structure~~strategic partners and ~~procedures~~possibly ~~for~~of a public offering through a reverse merger. Management’s goal is to continue to reduce operating losses and attempt to achieve breakeven financial ~~reporting~~results during 2018 or soon thereafter. Management expects to use cash on hand, borrowings from the Company’s majority shareholder and managing member or equity financing from third parties to achieve its 2018’s operational plan.

AsContractual Obligations ~~an emerging growth company the company is exempt from Section 14A~~ and ~~B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.~~Commitments

The following ~~Company~~table ~~has~~summarizes, ~~irrevocably~~as ~~opted out~~ of ~~the~~December ~~extended~~31, ~~transition~~2017, ~~period for complying with new or revised accounting standards pursuant to Section 107(b) of~~ the ~~Act.~~total ~~Number~~amount of ~~Total~~future ~~Employees~~payments ~~and~~due ~~Number~~in ofvarious ~~Full~~future ~~Time Employees~~periods:

Atlantic Acquisition Inc. plans to rely exclusively on the services of our officers and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal.

	Payments Due by Period
	Total		Less Than One Year		1-3 Years		4-5 Years		More Than Five Years
	(in thousands)
Operating lease obligations	$	2,599	$	767	$	1,517	$	315	$	0
Total	$	2,599	$	767	$	1,517	$	315	$	0

~~DESCRIPTION OF~~The Company ~~PROPERTY~~is obligated under noncancelable operating lease agreements for its corporate headquarters, manufacturing facility, distribution center and certain equipment. Certain lease agreements provide for minimum base annual rentals adjusted for consumer price index fluctuations. The Company is also required to pay for property taxes and insurance on real estate leases. Total rent expense in 2017 and 2016 was $1,569,987 and $2,636,652, respectively.

WeRelated Party ~~use~~Notes a corporate office located at 15321 NW 60th Ave Suite 109, Miami Lakes, FL 33014. Office space, utilities and storage are currently being provided free of charge at the present time at this address. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.Payable

~~LEGAL~~At December ~~PROCEEDINGS~~31, 2017, the Company had collateralized notes payable to shareholders totaling $100.5 million. At December 31, 2017, accrued interest on these notes amounted to $10.7 million, of which $10.6 million was included in accrued liabilities and $0.04 million was included in other liabilities. At December 31, 2016, the Company had collateralized notes payable to shareholders totaling $70.3 million.

~~There~~At December ~~are~~31, no2016, ~~known~~accrued ~~pending~~interest ~~legal~~on orthese ~~administrative~~notes ~~proceedings~~amounted ~~against~~to ~~the~~$7.4 million, of which $1.7 million was included in accrued liabilities and $5.8 million was included in other liabilities. These notes payable bear interest at between 4.00% to 6.00% per annum, and mature between February 28, 2018 and April 30, 2020. Interest expense under notes payable to shareholders was $3.7 million and $3.1 million in 2017 and 2016, respectively. The Company is in the process of extending the notes that had matured as of the date of this prospectus.

~~MARKET~~On April ~~PRICE~~12, OF2018, ~~AND~~the ~~DIVIDENDS~~Company ONissued ~~THE~~an ~~ISSUER'S~~aggregate ~~COMMON~~of ~~STOCK~~10,007,981 shares of Series A Convertible Preferred Stock to NL Finance Co, LLC and Noel Lee Living Trust dated November 28, 1998, two noteholders under common control of Mr. Noel Lee in exchange for the conversion of approximately $92,573,824 of the notes owed by Monster, LLC to the two noteholders. Such shares of Series A Convertible Preferred Stock shall not be convertible into the Company’s common stock until twenty-four (24) months from April 12, 2018 (the “Issuance Date”) and when convertible, may be converted to common stock of the Company in the sole discretion of the noteholders at the lower of $4.00 per share (the “Conversion Price”), or (i) the volume weighted average price (“VWAP”) for a period of twenty (20) trading days prior to conversion or (ii) if there is no active trading market for the Company’s Common Stock, then the Fair Market Value (the “FMV”) of the Company’s per share price of common stock .

~~Market Price~~31

AsCritical Accounting ofPolicies the date of this prospectus, there is no public market in Atlantic Acquisition Inc. common stock. This prospectus is a step toward creating a public market for our stock, which may enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will develop. Atlantic Acquisition Inc. and its management make no representation about the present or future value of our common stock. Other than pursuant to certain exceptions permitted by Rule 419, no trading in your common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419.Estimates

~~1. There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity~~ Principles of ~~Atlantic Acquisition Inc.;~~Consolidation

2The accompanying combined consolidated financial statements include the financial statements of INC and LLC, and their wholly owned subsidiaries. ~~There~~INC’s ~~are~~wholly ~~currently~~owned 20subsidiaries comprised of MC California Limited (“MCCL”),~~000,000~~ ~~shares~~Monster Cable International Limited (“MCIL”) and Monster Latino America Limited S DE RL DE CV (“MLAT”). LLC’s wholly owned subsidiaries comprised of ~~our~~MT ~~common~~Nevada ~~stock~~Limited ~~held~~(“MTNL”), byMonster ~~our~~Technology ~~officers~~International Limited (“MTIL”), Monster Europe Limited (“MEL”), Monster Asia Pacific Limited (“MAPL”), Monster China Limited (“MCL”) and Monster ~~director~~Greater ~~that~~China ~~are~~Limited ~~not~~(“MGCL”). ~~eligible~~All tointercompany betransactions ~~sold~~and ~~pursuant~~balances tohave ~~Rule~~been ~~144~~eliminated ~~under~~in combination/consolidation. INC and LLC have been combined for presentation as the ~~Securities~~companies ~~Act;~~are under common control.

3.The Company ~~Other~~consolidates ~~than~~a variable interest entity if the ~~stock~~Company ~~registered~~is ~~under~~the ~~this~~primary ~~Registration~~beneficiary ~~Statement,~~of ~~there~~the entity. A company is noa ~~stock~~primary beneficiary ~~that~~if the enterprise has ~~been~~the ~~proposed~~power to bedirect ~~publicly~~the ~~offered~~activities ~~resulting~~of ina ~~dilution~~variable tointerest entity that most significantly impacts the ~~current~~entity’s ~~shareholder~~economic performance. The Company performs an ongoing assessment of whether an entity is the primary beneficiary.

-Use of ~~23 -~~Estimates

~~All~~The preparation of the ~~presently~~combined ~~outstanding~~consolidated ~~shares~~financial ofstatements common stock (20,000,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a "shell company", as defined in ~~Rule~~conformity ~~405, ceases to be a "shell company" and files Form 10 information~~ with ~~the~~accounting ~~SEC,~~principles ~~before~~generally aaccepted ~~restricted shareholder can resell their holdings~~ in ~~reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under~~ the United ~~Securities~~States ~~and Exchange Act~~ of ~~1934~~America (~~the "Exchange Act"~~“GAAP”). ~~Under~~requires ~~the~~management ~~amended~~to ~~Rule~~make ~~144,~~estimates ~~restricted~~and orassumptions ~~unrestricted securities,~~ that ~~were~~affect initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the ~~following~~reported ~~conditions~~amounts of ~~are~~assets ~~met:~~and ~~(1)~~liabilities ~~the~~and ~~issuer~~disclosure of ~~the~~contingent ~~securities~~assets ~~that~~and ~~was~~liabilities ~~formerly~~at ~~a reporting or non-reporting shell company has ceased to be a shell company; (2)~~ the ~~issuer~~date of the ~~securities~~combined isconsolidated ~~subject~~financial statements toand the ~~reporting~~reported ~~requirements~~amounts of ~~Section~~revenue ~~13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports~~ and ~~material~~expenses ~~required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable,~~ during the ~~preceding~~reporting ~~twelve months (or shorter~~ period. ~~that~~Actual ~~the~~results ~~Issuer~~could ~~was~~differ ~~required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed~~ from ~~the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company~~those estimates.

~~At the present time, the Company is classified as a "shell company" under Rule 405~~ Concentrations of ~~the~~Credit Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a "shell company"; (2) the Company has filed all reports as required by Section 13 and ~~15(d)~~Economic of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.Risk

~~HOLDERS~~The Company sells primarily to retailers in the consumer electronics market globally and its products are primarily manufactured in Asia. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company establishes reserves for estimated credit losses. The Company does not have any off-balance sheet credit exposure related to its customers. In 2017, no customers accounted for more than 10.0% of gross sales. In 2016, two customers accounted for 21.9% of gross sales. At December 31, 2017, two customers accounted for 23.6% of trade accounts receivable. At December 31, 2016, two customers accounted for 26.8% of trade accounts receivable.

AsIn 2017, the Company purchased 70.8% of its materials inventory from five vendors. In 2016, the ~~date~~Company purchased 51.3% of ~~this~~its ~~prospectus,~~materials inventory ~~Atlantic~~from ~~Acquisition~~four ~~Inc~~vendors. ~~has~~At 20December 31,~~000~~ 2017,~~000~~ ~~shares~~two ofvendors $0accounted for 24.~~0001~~7% ~~par~~of ~~value~~accounts ~~common~~payable. ~~stock~~At ~~issued~~December ~~and~~31, ~~outstanding~~2016, two ~~held~~vendors byaccounted 4for ~~shareholders~~23.1% of ~~record.~~accounts ~~DIVIDENDS~~payable.

WeWith its ~~have~~foreign ~~neither~~operations, ~~declared~~the ~~nor~~Company ~~paid~~enters ~~any~~into ~~cash~~transactions ~~dividends~~in onother ~~either~~currencies ~~our~~which ~~preferred~~are orsubject ~~common~~to ~~stock.~~risks ~~For~~associated ~~the~~with ~~foreseeable~~foreign currency ~~future,~~rate wefluctuations. ~~intend~~The toCompany ~~retain~~is ~~any~~also ~~earnings~~affected toby ~~finance~~ the ~~development~~changing ~~and~~consumer ~~expansion~~preferences ofwithin ~~our~~the ~~business,~~retail and doconsumer ~~not~~electronics market ~~anticipate~~and ~~paying~~within ~~any~~each ~~cash~~geography. ~~dividends~~However, onmanagement ~~our~~believes ~~preferred~~that orits ~~common stock. Any~~ future ~~determination~~business toendeavors ~~pay~~as ~~dividends~~well ~~will~~as bepolicies ~~at the discretion of the Board of Directors~~ and ~~will~~procedures in beplace ~~dependent~~to ~~upon~~monitor ~~then existing conditions~~credit, ~~including~~customer ~~its financial condition~~concentration, ~~results~~and offoreign ~~operations,~~currency ~~capital requirements, contractual restrictions, business prospects,~~ and ~~other~~supply ~~factors~~chain ~~that~~risks ~~the~~are ~~Board of Directors considers relevant~~adequate.

~~MANAGEMENT'S~~Impairment of ~~DISCUSSION~~Long-Lived ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Assets

~~This~~Long-lived assets ~~section~~are ~~must~~reviewed befor ~~read~~impairment whenever events or changes in ~~conjunction~~circumstances ~~with~~indicate that the ~~Audited~~carrying ~~Financial~~amount ~~Statements~~of ~~included~~an inasset ~~this~~may not ~~prospectus~~be recoverable. ~~PLAN~~Recoverability OFof ~~OPERATION~~assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by that asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Management believes that no impairment exists for the Company’s long-lived assets at December 31, 2017 and 2016.

~~Atlantic Acquisition Inc. was incorporated on December 29, 2015.~~32

~~- 24 -~~Product Warranty

The Company ~~Registrant~~provides ~~intends~~warranties toon ~~seek~~all topower ~~acquire~~products ~~assets~~in orthe ~~shares~~period ~~of an entity actively engaged~~ in ~~business~~ which ~~generates~~the ~~revenues,~~revenue inis ~~exchange for its securities~~recognized. The ~~Registrant~~reserve ~~has~~for noproduct ~~acquisitions~~warranties is inthe ~~mind~~Company’s ~~and~~best ~~has~~estimate ~~not~~based ~~entered~~on ~~into~~historical ~~any negotiations regarding such an acquisition~~experience. ~~Neither~~The ~~the~~ Company'’s ~~officers,~~accrued ~~directors,~~product ~~promoter~~warranty ~~nor~~costs ~~any~~are ~~affiliates thereof have engaged~~ included in ~~any~~accrued ~~preliminary~~liabilities ~~contact~~on ~~or discussions with any representative of any other company regarding~~ the ~~possibility~~accompanying ofcombined anconsolidated ~~acquisition~~balance ~~or merger between the Company and such other company as of the date of this registration statement~~sheets.

The Company will obtain audited financial statements of a target entity. The Board of Directors does intend to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.Income Taxes

~~The~~INC has ~~Registrant~~elected ~~has~~to nobe ~~full~~taxed ~~time~~under ~~employees.~~the ~~The~~provisions ~~Registrant's~~of ~~officer~~Subchapter ~~has~~S ~~agreed~~of tothe ~~allocate~~Internal aRevenue ~~portion~~Code of(S-Corporation ~~his~~status) ~~time~~for federal and state income tax purposes. As an S-Corporation, taxable income (loss) passes through to the ~~activities~~shareholders; ofaccordingly, the ~~Registrant,~~Company has ~~without~~not ~~compensation.~~provided ~~Management~~for ~~anticipates~~federal ~~that~~income taxes in the ~~business~~accompanying ~~plan~~combined ofconsolidated ~~the~~financial statements. The Company ~~can~~provides for beminimum ~~implemented~~state byfranchise ~~our~~taxes, ~~officer~~where ~~devoting~~applicable. ~~approximately~~LLC 10is ~~hours~~a ~~per~~limited ~~month~~liability tocompany ~~the~~and ~~business~~is ~~affairs~~treated ofas ~~the~~a ~~Company~~partnership for federal and state income tax purposes. As such, ~~consequently~~LLC is not subject to taxation; rather, ~~conflicts~~any income tax liability is the responsibility of ~~interest~~its ~~may~~members. ~~arise~~Accordingly, ~~with~~LLC ~~respect~~has tonot ~~the~~provided ~~limited~~for ~~time~~federal ~~commitment~~or bystate ~~such~~income ~~officer.~~taxes ~~See~~in ~~"DIRECTORS,~~the ~~EXECUTIVE~~accompanying ~~OFFICERS"~~combined consolidated financial statements.

The Company’s isforeign ~~filing~~taxable ~~this~~subsidiaries ~~registration~~account ~~statement~~for onincome ataxes ~~voluntary~~using ~~basis~~the ~~because~~assets and liability approach. Accordingly, deferred tax assets and liabilities may arise from the ~~primary~~differences ~~attraction~~between the tax basis of ~~the~~an ~~Registrant~~asset or liability and its basis as areported in ~~merger~~the ~~partner~~combined orconsolidated ~~acquisition~~financial ~~vehicle~~statements. Deferred tax amounts are determined by using the local tax rates expected to be in effect when the taxes will actually be ~~its~~paid ~~status~~or refunded, as anprovided ~~SEC~~under ~~reporting~~currently ~~company~~enacted local tax laws. ~~Any~~A ~~business~~valuation allowance ~~combination~~is orestablished ~~transaction~~when ~~will~~necessary ~~likely~~to ~~result~~reduce indeferred atax ~~significant~~assets ~~issuance~~to the amount expected to be realized. The provision for income taxes is comprised of ~~shares~~the tax currently payable and ~~substantial~~refundable ~~dilution~~for tothe ~~present~~period, ~~stockholders~~net of the ~~Registrant~~change in deferred tax assets and liabilities during the year.

~~GENERAL~~The Company ~~BUSINESS~~accounts ~~PLAN~~for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite the Company’s belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate at December 31, 2017 and 2016.

The Company's ~~purpose~~recognizes ~~is to seek, investigate and, if such investigation warrants, acquire an~~ interest inaccrued ~~business~~related ~~opportunities presented~~ to itunrecognized bytax ~~persons~~benefits orin ~~firms~~interest ~~who~~expense orand ~~which~~penalties ~~desire to~~in ~~seek~~provision ~~the~~for ~~perceived advantages of an Exchange Act registered corporation~~income taxes. ~~the~~During ~~company~~2017 ~~will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act~~ and ~~also~~2016, ~~that~~ the ~~company~~Company ~~intends~~recognized tono ~~file~~such ainterest ~~form~~and 8Apenalties; ~~registering~~and the ~~company under Section 12G of the Exchange Act within 5 business days of the effectiveness of this registration statement which will register the~~ Company's ~~common~~had ~~shares~~no ~~under~~interest ~~the Exchange Act~~ and ~~upon~~penalties accrued ~~the~~at ~~effectiveness~~December ~~of such registration statement~~31, ~~the~~2017 ~~company~~and ~~will be required to report pursuant to Section 13 of the Exchange Act~~2016.

The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See "Financial Statements." This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.Revenue Recognition

~~The~~Revenue from ~~Company~~sales ~~may~~of ~~seek~~products ais ~~business~~recognized, ~~opportunity~~when ~~with~~persuasive ~~entities~~evidence ~~which~~of ~~have~~an ~~recently~~arrangement ~~commenced operations~~exists, ordelivery ~~which~~of ~~wish~~the toproduct ~~utilize~~has occurred, the ~~public~~price ~~marketplace~~is infixed ~~order~~or todeterminable, ~~raise~~and ~~additional~~collectability ~~capital~~is inprobable. ~~order~~Revenue tois ~~expand~~shown ~~into~~net ~~new~~of ~~products~~estimated orreturns, ~~markets~~discounts, torebates and ~~develop~~promotional aallowances ~~new~~totaling ~~product~~$11.2 ormillion ~~service,~~and or$21.9 ~~for~~million ~~other~~in ~~corporate~~2017 ~~purposes~~and 2016, respectively. ~~The~~Other ~~Company~~deductions ~~may~~from ~~acquire~~sales include ~~assets~~shipping ~~and~~costs ~~establish~~(freight ~~wholly-~~out) ~~owned~~totaling ~~subsidiaries~~$4.1 inmillion ~~various~~and ~~businesses~~$5.2 ormillion ~~acquire~~in ~~existing~~2017 ~~businesses~~and as2016, ~~subsidiaries~~respectively.

-Royalty revenue 25is -recognized when a noncancelable agreement is in force, the product has been sold by the counterparty, the royalty is fixed and determinable and collectability is reasonably assured.

One of the methods the Company will use to find potential merger or acquisition candidates will be to run classified ads in the Wall Street Journal and similar publications periodically seeking companies which are looking to merge with a public shell. Other methods included personal contacts and contacts gained through social networking. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.33

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The costs of an initial public offering may include substantial attorney and auditor fees and the time factor can vary widely (could be as short as a month or take several years for example) and is unpredictable. A business combination with The Company may eliminate some of those unpredictable variables as the initial review process on a large active business could easily extend over a period of a year or more requiring multiple audits and opinions prior to clearance. On the other hand a business combination with the Company may raise other variables such as the history of the Company having been out of the targets control and knowledge. Thus they have to rely on the representations of the Company in their future filings and decisions. In addition, the additional step of a business combination may increase the time necessary to process and clear an application for trading. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8Equity-K's, 10-K's or 10-KSB's, agreements and related reports and documents. If an entity is deemed a Shell Company the 8-K which must be filed upon the completion of a merger or acquisition requires all of the information normally disclosed in the filing of a Form 10. Once deemed a Shell Company, Rule 144 imposes additional restrictions on securities sought to be sold or traded under Rule 144. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, the officer and director of the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.Based compensation

The ~~analysis of new business opportunities will be undertaken by, or under the supervision of, Benny Doro, an officer and director of the~~ Company, ~~who~~measures isequity-based ~~not~~compensation acost ~~professional~~for ~~business~~equity ~~analyst.~~instruments ~~Management~~issued ~~intends~~ to ~~concentrate~~employees onfrom ~~identifying~~INC ~~preliminary prospective business opportunities which may be brought to its attention through present associations of Benny Doro, a Company officer~~ and ~~shareholder.~~LLC ~~In analyzing prospective business opportunities, management will consider such matters~~ as ~~the available technical, financial and managerial resources; working capital and other financial requirements; history~~ of ~~operations, if any; prospects for~~ the ~~future;~~grant ~~nature~~date based ofon ~~present and expected competition;~~ the ~~quality~~estimated ~~and~~fair ~~experience~~value of ~~management services which may be available and~~ the ~~depth~~award. ofEquity-based ~~that~~compensation ~~management;~~expense ~~the~~is ~~potential~~recognized ~~for~~over ~~further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact~~ the ~~proposed~~employee’s ~~activities~~requisite service ofperiod ~~the~~(generally ~~Company;~~ the ~~potential~~vesting ~~for~~period ~~growth or expansion; the potential for profit; the perceived public recognition or acceptance~~ of ~~products, services, or trades; name identification; and other relevant factors. Management will meet personally with management and key personnel of~~ the ~~business~~equity ~~opportunity as part of his investigation~~grant). ToThe ~~the extent possible, the~~ Company ~~intends~~has tonot ~~utilize~~applied ~~written~~an ~~reports~~estimated ~~and~~forfeiture ~~personal~~rate ~~investigation~~ to unvested ~~evaluate~~awards ~~the~~when ~~above~~computing ~~factors.~~stock-based ~~The~~compensation ~~Company~~costs ~~will~~due ~~not~~to ~~acquire~~the orinsignificant ~~merger~~number ~~with~~of ~~any~~historical ~~company for which audited financial statements cannot be obtained~~forfeitures.

The Company measures equity-based 26compensation cost for equity instruments granted to nonemployees from INC and LLC based on the fair value of the award on the measurement date, which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment), or the date at which the counterparty’s performance is completed. Equity-based compensation related to nonemployee awards is re-measured at each reporting period until the awards are vested.

~~Management~~For all ofgrants ~~the Company~~made, ~~while not experienced in matters relating to~~ the ~~new business of the~~ Company, ~~will~~recognizes ~~rely~~compensation ~~upon~~cost ~~his~~under ~~own efforts in accomplishing~~ the ~~business~~straight-line ~~purposes of the Company~~method. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as the Company has no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, the Company's management has never used outside consultants or advisors in connection with a merger or acquisition.

~~The~~Fair Value Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.Measurements

~~ACQUISITION~~Fair value ~~OPPORTUNITIES~~is defined in GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The hierarchy or this standard requires an entity to maximize the use of the observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are as follows:

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholder of the Company will no longer be in control of the Company. In addition, the Company's director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders.

Level 1	Quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2	Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

~~Benny~~A financial ~~Doro,~~instrument’s ~~Margret~~level M.within ~~Laughlin, Bob Bubeck, and Miguel Dotres', shares must be sold at $0.02 per share, if at all, during~~ the ~~offering~~fair ~~period. It~~value ishierarchy ~~anticipated that, after the offering period~~ is ~~closed,~~based ~~Benny~~on ~~Doro, Margret M. Laughlin, Bob Bubeck, and Miguel Dotres' may actively negotiate or otherwise consent to~~ the ~~purchase~~lowest oflevel ~~a portion~~ of ~~his~~input ~~common~~that ~~stock~~is assignificant ~~a condition~~ to~~, or in connection with, a proposed merger or acquisition transaction at a negotiated price. No transfer or sales of any shares held in escrow shall be permitted other than by will or~~ the ~~laws~~fair ofvalue ~~descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U~~measurement.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.

ItRecently Issued isAccounting anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.Pronouncements

-In May 272014, -the Financial Accounting Standards Board (“FASB”) issued a new standard on revenue recognition. This new standard redefines revenue recognition around the instance of transfer of control, rather than the transfer of risks and rewards, and also provides recognition guidance in instances of variable consideration, licenses and contract costs. This new standard is effective for annual reporting periods beginning after December 31, 2018 for nonpublic entities (January 1, 2019 for the Company), with early adoption permitted subject to certain limitations. The Company is currently evaluating the impact that the adoption of this standard may have on its combined consolidated financial condition and results from operations.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a soOff-~~called~~Balance Sheet ~~"tax-free" reorganization under Sections 368a or 351 of the Internal Revenue Code (the "Code").~~Arrangements

~~With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of the~~ The Company ~~which~~does ~~target~~not ~~company~~have shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any ~~merger~~off-balance orsheet ~~acquisition.~~arrangements ~~The~~that ~~percentage~~are ~~ownership~~reasonably ~~may~~likely ~~be subject~~ to ~~significant~~have ~~reduction in the event the Company acquires~~ a ~~target~~current ~~company with substantial assets. Any merger~~ or ~~acquisition~~future ~~effected~~effect byon ~~the~~our financial ~~Company~~condition, ~~can~~revenues, beand ~~expected~~results ~~to have a significant dilutive effect on the percentage~~ of ~~shares~~operations, ~~held~~liquidity byor ~~the~~capital ~~Company's then-shareholders~~expenditures.

The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.34

As stated herein above, the Company will not acquire or merge with any entity that cannot provide independent audited financial statements. The Company will need to file such audited statements as part of its post-effective amendment (reconfirmation). The Company will be subject to all of the reporting requirements of the 1934 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K. In the event that a previously approved target acquisition was later voided by management, shareholders may be left without an operating company and thus the value of their shares would be greatly diminished.BUSINESS

~~The~~Monster Products, ~~Company's~~Inc. ~~Vice~~is ~~President~~a ~~has~~Nevada ~~verbally~~corporation ~~agreed~~formed ~~that~~on heDecember 29, ~~will~~2015 ~~advance~~as toa ~~the~~blank ~~Company~~check ~~any~~company ~~additional~~with ~~funds~~no ~~which~~active ~~the~~business ~~Company~~operations. ~~needs~~The ~~for~~Company’s ~~operating~~registration ~~capital~~statement ~~and~~on ~~for~~Form S-1 ~~costs~~became ineffective ~~connection~~on ~~with~~September ~~searching~~27, ~~for~~2016, orat ~~completing~~4:00 ~~an acquisition or merger~~pm. HeOn ~~has~~February ~~also~~13, ~~agreed~~2018, ~~that~~the ~~such~~Company ~~advances~~entered ~~will~~into bethe ~~made~~Share ~~interest~~Exchange Agreement ~~free~~with ~~without~~Monster, ~~expectation~~LLC ofand ~~repayment~~Monster, Inc. ~~There~~Pursuant isto nothe ~~dollar~~Share ~~cap~~Exchange onAgreement, ~~the~~upon ~~amount~~Closing of ~~money~~the ~~that~~Reverse ~~he may advance to~~ Acquisition, the Company. ~~The~~issued ~~Company~~300,000,000 ~~will~~shares ~~not~~of ~~borrow~~the ~~any~~Company’s ~~funds~~Common ~~from~~Stock ~~anyone~~to ~~for~~ the ~~purpose~~shareholders ofand ~~repaying~~members ~~advances~~of ~~made~~Monster, Inc. byand ~~the~~Monster, ~~shareholder~~LLC, ~~and~~as ~~the~~applicable, ~~Company~~in ~~will~~exchange ~~not~~for ~~borrow~~all ~~any~~the ~~funds~~equity tointerests ~~make~~therein. ~~any~~Upon ~~payments~~Closing, to the Company's ~~promoters~~had 317,150,001 shares ~~management~~of orCommon ~~their~~Stock ~~affiliates or associates~~outstanding. ~~While~~On ~~this~~May ~~agreement~~7, ~~is not binding~~2018, itthe isCompany infiled ~~Miguel~~a ~~Dotres'~~Certificate ~~best~~of ~~interests~~Amended toand ~~continue~~Restated toArticles ~~advance~~of ~~any~~Incorporation (the ~~funds~~“Certificate ~~needed~~of toAmendment”) ~~advance~~with ~~this~~the ~~offering. He~~Secretary ~~holds~~of athe ~~significant~~State ~~number~~ of ~~shares~~Nevada, ~~and~~pursuant ~~has~~to ~~already~~which ~~advanced~~among ~~all~~other ~~necessary money~~things, the ~~required~~Company ~~for~~changed ~~expenses.~~its Itname isfrom ~~currently~~Atlantic ~~anticipated~~Acquisition ~~that~~Inc. ~~Miguel~~to ~~Dotres~~Monster ~~will~~Products, ~~continue~~Inc. tothat ~~have~~directly ~~sufficient~~owns ~~funds~~100% ~~for~~of ~~these expenses~~Monster, ~~which~~Inc. and ~~are~~Monster, ~~not expected to be significant~~LLC.

~~The~~Monster, Inc., ~~Board~~headquartered ofin ~~Directors~~South ~~has~~San ~~passed~~Francisco, aCalifornia, ~~resolution~~together ~~which~~with ~~prohibits~~approximately ten of its affiliates and subsidiaries created and established the ~~Company~~Monster’s ~~from~~brand ~~completing~~as anend-to-end ~~acquisition~~high-quality oraudio ~~merger~~solutions ~~with~~for ~~any~~consumer ~~entity~~and inprofessional ~~which~~use. Starting at the ~~Company's~~“electrical ~~sole~~outlets,” ~~Officer~~we deliver surge protectors, ~~Director~~high ~~and~~quality ~~principal~~cables ~~shareholder~~to orcarry ~~his~~audio ~~affiliates~~signals, orand ~~associates~~headphones and ~~serve~~speakers asto ~~officer~~deliver orhigh ~~director~~quality orsound ~~hold~~featuring ~~any~~Pure ~~ownership~~Monster ~~interest~~Sound Technology. ~~Management~~We ishave ~~not~~a ~~aware~~portfolio of ~~any~~over ~~circumstances~~500 ~~under~~patents ~~which~~and over ~~this~~3,000 ~~policy~~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 ~~their~~retail ~~own~~distribution ~~initiative~~with ~~may~~limited beonline ~~changed~~sales.

We currently offer five primary categories of consumer products, which are cables, headphones, speakers, power and other mobile phone accessories and add-ons, 28such as portable chargers 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 achieved sales of over $1.0 billion in revenues primarily driven by Beats headphones. 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.”

~~COMPETITION~~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~~As one ~~Company~~of ~~will~~the ~~remain~~innovations anwe ~~insignificant~~are ~~participant~~undertaking ~~among~~in ~~the~~2018, ~~firms~~Monster ~~which~~Money ~~engage~~Network inis designed to provide retail consumers the ~~acquisition~~option ofto purchase ~~business~~Monster ~~opportunities.~~products ~~There~~in ~~are~~Monster ~~many~~Money, ~~established~~or ~~venture~~MMNY ~~capital~~Tokens, ~~and~~in ~~financial~~addition ~~concerns~~to ~~which~~the ~~have~~traditional ~~significantly~~E-commerce ~~greater~~approach ~~financial~~whereby ~~and~~consumers may ~~personnel~~make ~~resources~~purchases online and ~~technical~~pay ~~expertise~~fiat ~~than~~currencies ~~the~~through ~~Company~~credit or debit cards. InWe ~~view~~plan ofto integrate the ~~Company's~~Ethereum ~~combined~~blockchain technology ~~extremely~~to ~~limited~~our ~~financial~~E-commerce ~~resources~~website to create Monster Money Network. As we develop Monster Money Network and ~~limited~~our ~~management~~backend ~~availability~~systems, we ~~the~~intend ~~Company~~to ~~will~~utilize ~~continue~~the blockchain technology to beour atmarketing, aaccounting ~~significant~~and ~~competitive~~audit, ~~disadvantage~~internal ~~compared~~control toand shipping management functions. We believe the ~~Company's~~blockchain ~~competitors~~innovation will bring disruptive advancement to our E-commerce and business operation systems.

~~CHANGES~~Background and ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~History

The management ~~independent~~team ~~accountant~~believes that Monster is a well-recognized provider of high quality consumer electronics and accessories. Monster was the pioneer in the development and retail of high-quality audio products, starting from audio cables. At its inception, Monster was the market leader in the production of quality audio cables and centered its organizational model around the supplying industry. Through the addition of complimentary products over time, Monster has introduced sales tactics utilized by retailers to increase profit margin through “attachment” selling, involving bundling products to the customers. In addition to its cable business, Monster further expanded into new markets. In 1988, Monster launched “Monster Power,” providing high quality AC power sources to audio/video components and computer products and high joule surge protectors for home theater and audio applications. In 2008, we again diversified its product offering with its partnership with Beats Headphones (“Beats”). Monster engineered the ~~company~~technology isfor ~~Anton~~Beats, ~~Chia~~designed, ~~LLP~~manufactured, and distributed Beats headphones, which achieving a market share of approximately 40% in 2012. In the same year, Beats and Monster terminated the relationship. Thereafter, from 2013 to 2015, Monster launched several headphone lines, reinvented HDMI cables, and improved the home audio devices, including SuperStar series and SoundStage series. Since 2016 up to the date of this prospectus, Monster continues its product innovation, such as Monster SuperStar, one of the world’s smallest portable wireless speakers as of the date of this current report and Power Bank, a line of small but powerful batteries for mobile devices.

~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS~~35

~~Our~~In the ~~director~~past isfew ~~elected~~years, byblockchain ~~the~~technologies ~~stockholders~~caused disruptive influence to anumerous ~~term~~industries ofglobally. ~~one~~For ~~year~~example, certain financial and ~~serve~~lending ~~until~~companies ahave ~~successor~~already isbegun ~~elected~~building blockchain technologies to their networks and ~~qualified~~platforms. ~~Our~~Monster ~~officer~~did not isdiscover ~~appointed~~any byE-commerce ~~the~~platforms ~~Board~~adopting ofblockchain ~~Directors~~technology and believe there may be an opportunity for Monster to adevelop and ~~term~~operate one of ~~one~~the ~~year~~few blockchain-powered E-commerce platforms in the world. Observing the need for and ~~serve~~advantages ~~until~~of a ~~successor~~blockchain E-commerce isplatform, ~~duly~~in ~~elected~~the ~~and~~end ~~qualified~~of 2017, orMonster ~~until~~technology ~~removed~~team ~~from~~started ~~office~~the development of its Ethereum-based network, Monster Money Network, with the desire to provide a secure and transparent E-commerce ecosystem for consumers. ~~Our~~We ~~Board~~plan ofto ~~Directors~~develop ~~does~~our own ~~not~~blockchain ~~have~~and ~~any~~ecosystem ~~nominating~~for Monster customers, ~~auditing~~operations, orvendors ~~compensation~~and ~~committees~~business partners.

The following ~~table~~is ~~sets~~Monster’s ~~forth~~organizational ~~certain information regarding our executive officer and director as of the date of this prospectus:~~structure.

Name	Age	Position	Period of Service(1)
Benny Doro	49	President and Director	Inception – current
Miguel Dotres	45	Vice President and Director	Inception – current
Bob Bubeck	58	Secretary and Director	Inception – current
Margret M. McLaughlin	72	Treasurer and Director	Inception – current

~~Notes:~~Management Team

~~(1)~~ Our management ~~directors~~is ~~will~~led ~~hold~~by ~~office~~Mr. ~~until~~Noel Lee, the ~~next~~founder ~~annual~~of ~~meeting~~Monster, ofand ~~the~~a ~~stockholders~~skillful and devoted executive team, ~~typically~~including ~~held~~chief onoperating officer, orchief ~~near~~financial officer, and technology director for Monster Money Network as well as other key employees. Our research and development team members have extensive experience in developing new products and both product-related and blockchain-related technologies with full awareness of the ~~anniversary~~market ~~date~~demand and consumer trends. Mr. Alessio Mack leads our research and development team for Monster Money Network. Our marketing and sales department consists of ~~inception,~~talents that are devoted to utilizing creative methods and ~~until~~avenues ~~successors~~to ~~have~~increase ~~been~~our ~~elected~~market shares in various markets, such as cables, audio devices, speakers, headphones, power products, and ~~qualified~~mobile phone accessories. AtOur current board of directors (the ~~present~~“Board”) ~~time~~consists of Mr. Noel Lee, our chairman ~~officers~~of ~~were~~the ~~appointed~~Board byand ~~our~~Chief ~~director~~Executive Officer, and ~~will~~Mr. ~~hold~~Fereidoun ~~office~~Khalilian, ~~until~~the ~~resignation~~Chief orOperating ~~removal~~Officer ~~from~~and ~~office~~President. We plan to expand our Board by electing additional board members, including independent directors, in the future.

(2) Officers have outside interests and obligations to companies other than Atlantic Acquisition Inc. They intend to spend approximately 10 hours per week on the Company's business affairs. At the date of this prospectus, Atlantic Acquisition Inc. is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.Monster Products

-Monster currently 29offers five primary categories of consumer products, which are cables, headphones, speakers, power and other mobile-related accessories.

~~BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS~~Cables

~~Benny~~Cables were ~~Doro~~Monster’s first product offering, ~~President~~based on its observation that the market was lacking high quality audio cables in the music industry. Monster introduced the industry-first high performance speaker cable in 1978. We expanded dramatically from there and now offer a range of applications, ~~Director~~including ~~age~~audio, 49computer, HDMI, mobile phone, music/instrument, speaker, video and headphone cables.

In 1995, Mr. Benny Doro founded NextLevel Productions Inc., a multi-media advertising and marketing company. Mr. Doro served as the company's CEO, he managed multiple clients including negotiating content deals with artists such as Madonna, Van Halen, U2, KISS, Britney Spears, Jessica Simpson, and Sony Fanfire. In 2001, NextLevel merged with Wiremix Media Inc., and to become digital advertising company. In 2002, Mr. Doro negotiated the sale of NextLevel to a CYOP Systems INC a publicly traded company. Revised The company was sold in 2002.Headphones

InAiming to ~~2002~~preserve the sound quality, ~~Mr.~~Monster ~~Doro~~engineered ~~became~~and developed its own headphones with a ~~partner~~focus inon ~~Marketview~~high ~~Financial~~definition ~~Group,~~audio ~~Inc~~and strong bass without overpowering audio quality. Monster offers a ~~private~~variety ~~investment~~of ~~banking~~headphones, ~~firm~~such ~~based~~as wireless, in-ear, on-ear ~~Wall~~and ~~Street~~over-ear. Monster’s current headphone family includes ClarityBT DS, ClarityHD, Fatal1ty, iSport Wireless, iSport Wired, NTune and Elements.

In 2012 Mr. Doro co- founded and currently serves as Vice-President of Universal Vision Group, a provider e-commerce software providing international multi-currency pre-paid cards to both corporate users and consumers offering a complete Tier 1 pre-paid card issuer processing infrastructure. The company is also a e-commerce Payments Systems Provider. Speakers

~~Currently Mr~~Monster’s speaker line includes both portable speakers and wireless home theater speaker systems. ~~Doro~~Monster’s ~~serves~~portable onboom ~~the~~box ~~Board~~range was ofdesigned ~~Directors~~to atpromote ~~Pyramid~~sharing ~~Media~~music, ~~Inc~~dancing, skateboarding and other shared activities via the boom box speaker. ~~(Pyramid~~The ~~Records),~~Monster speakers anvary ~~entertainment~~by ~~company~~sizes ~~with~~and ~~multiple~~can ~~artists~~connect ~~that~~via ~~provides~~Bluetooth ~~major~~to ~~distribution~~mobile devices. Our SoundStage software allows playback of music through individual ~~INgrooves~~speakers ~~Fontana~~or ~~and~~the ~~Universal~~collective ~~Music~~speakers ~~Group~~throughout ~~Distribution~~an entire home.

~~Mr. Bob Bubeck, Secretary Age 58~~Power Products

~~Currently,~~Monster Power Mrwas ~~Bubeck~~launched isin 1988 following the ~~President~~success of ~~WJLL,~~Monster ~~Inc,~~cable aproducts. ~~Florida~~Monster ~~consulting~~discovered ~~practice~~the ~~founded~~niche inmarket ~~1997,~~of ~~initially~~power assource for ~~Market~~portable ~~Link~~devices ofbecause ~~South~~it ~~Florida,~~believes ~~Inc.~~that ~~Clients~~all ~~have~~electronics ~~included~~require ~~the~~connection ~~successful~~to ~~launch,~~a ~~development,~~power ~~and~~source. ~~continued~~Monster’s ~~operation~~portable ofpower products ~~many~~include ~~cable~~mobile ~~networks~~power units, ~~television~~car ~~programs,~~power plugs and ~~other~~wall ~~media ventures~~outlets. The ~~company'~~power product range also includes Monster’s ~~lead~~ ~~clients~~home theater ~~include~~power ~~Comcast~~systems, ~~Newsmax~~which ~~Media,~~were ~~TimeLife~~introduced ~~Media~~as a “clean” power system, ~~Zuus~~effectively ~~Digital~~reducing ~~Networks~~debris, ~~The~~noise ~~Country~~and ~~Network~~interference from outside sources. Monster’s power systems currently have applications ranging from home theaters to professional recording studios. Monster power products feature surge protection with fire-proof technology MOV compression circuits. Our ceramic MOV has become a widely accepted product to safeguard against power surges and protect the power systems from fires, ~~Zuus~~power ~~Latino~~surges caused by natural disasters and power outages. Monster’s latest power product range includes Power Stations, ~~The~~which ~~FAD~~are ~~Network~~rechargeable power stations for mobile phones, ~~and~~blue ~~Pyramid~~tooth ~~Entertainment~~speakers and laptops.

~~Mr. Bubeck is a founding partner of Zeplin Media, a media buying service in the infomercial industry.~~37

InOther Monster 2007. Mr. Bubeck co-foundered of Cross Media Works a multiplatform sales agent in the media industry. Mr. Bubeck directed the company to the acquisitions of Apex Media Sales (Scottsdale), TelAmerica Media (Philadelphia), Affiliated Media (Jacksonville), and WizeBuys (Philadelphia). These acquisitions totaled over $150 million. Products

~~In 1991,~~Monster also ~~Mr.~~provides ~~Bubeck served~~accessories asand ~~the~~add-ons ~~Senior~~for ~~Vice~~mobile ~~President~~phones, ofsuch ~~Operations~~as ~~for~~portable ~~American~~chargers ~~Cable~~and ~~Advertising~~cables, anas ~~independent~~well ~~sales~~as ~~organization~~its inScreenClean, ~~the~~a ~~spot~~type of ~~cable~~non-alcohol ~~arena.~~cleaning ~~Under~~spray ~~Mr.~~that ~~Bubeck~~can ~~direction~~be ~~ACA~~applied ~~launched~~to ~~and~~any ~~operated~~types ~~its~~of ~~organization~~screens, toincluding 10TVs, ~~sales~~tablets ~~offices~~and ~~nationwide~~smartphones. ~~Mr.~~In ~~Bubeck~~addition, Monster ~~also~~offers ~~served~~a asrange ~~the Vice President~~ of ~~Sales~~portable inchargers ~~the~~and ~~Southeast~~batteries ~~for~~with ~~National~~various ~~Cable~~capacity ~~Communications,~~and acharging ~~joint venture of Comcast~~rates, ~~Cox~~such ~~Cable~~as ~~Communications,~~reinforced ~~Time~~cables and ~~Warner,~~adapters ~~and~~for ~~Katz~~charging ~~Communications~~technology.

~~Margret M McLaughlin-Treasurer 72~~Goals

~~Mrs~~Our Monster team is devoted to providing high quality consumer electronic products and outstanding customer services. ~~McLaughlin~~ ~~has worked~~We inare shifting our business focus away from simply expanding the ~~New~~product ~~York~~range ~~area~~to pursuing alternative retail platforms and implementing new marketing campaigns to amplify our brand recognition and marketing effects. We evaluate the demand factors for ~~most~~each product line and develop our products to better fulfill its demand. The termination of ~~her~~our ~~career~~relationship with Beats disrupted our revenue, approximately 80% of which in 2012 derived from sales of Beats headphones. ~~Mrs~~In the post-Beats era, we have been adjusting our team to a smaller scale and at the same time exploring new avenues to revitalize our business. ~~McLauglin~~In ~~has~~2017, ~~worked~~Monster asestablished a ~~professional~~new ~~bookkeeper~~executive ~~for~~team to ~~several~~engineer ~~large~~and ~~companies~~implement performance-based initiatives and programs to bring back profitability to Monster. ~~She~~Over isthe ~~currently~~next ~~retired~~five years, we plan to both revitalize the relationships we have with existing retailers and ~~will~~expand ~~occasionally~~into ~~consult~~new ~~for~~retail venues. For example, our management is pursuing partnerships to develop in-car audio systems and strategic partnerships with companies in leisure and entertaining business. We intend to fully develop the three stages of Monster Money Network and hope to invite as many as possible other E-Commerce platforms to use our blockchain and MMNY Tokens.

-Research and ~~30 -~~Development

~~Miguel~~1. ~~Dotres,~~Monster ~~Vice~~Product ~~President and Director age 45.~~R&D

InWe have ~~December~~a ~~2004~~talented ~~Mr.~~research ~~Dotres~~and ~~founded~~design ~~Internet~~team ~~Entertainment~~that ~~Programming~~is ~~Network~~experienced ~~Inc.~~in ~~This~~engineering ~~company~~and ~~was~~creating ~~organized~~new toelectronic ~~produce~~products. ~~internet~~We ~~radio~~are ~~stations~~currently developing ~~and~~a ~~programming~~number ~~solutions.~~of ~~Mr.~~new ~~Dotres~~product ~~was~~lines, ~~Chief~~including ~~Executive~~Monster ~~Officer~~TV ofand ~~the~~safe ~~company.~~portable ~~From~~Monster ~~inception~~power ~~to Mr~~products. ~~Dotres~~We ~~resignation~~are ~~from~~co-developing Monster ~~the~~TV ~~Company~~with Hisense, hea ~~provided~~well-recognized ~~management~~television brand and ~~financial~~manufacturer ~~backing~~based in China. InOur ~~addition,~~future hesafe ~~was~~power ~~instrumental~~products ininclude single ~~raising~~chargers, ~~capital~~multi-charging tostations ~~facilitate~~and ~~future~~wireless ~~growth~~charging. As ofThe ~~December~~first ~~2006,~~product ~~Mr.~~of ~~Dotres~~this ~~resigned~~type ~~his~~will ~~position~~be to“The ~~seek~~Executive” Monster ~~other~~Power ~~opportunities~~Bank ~~and~~which ~~continued~~will ~~acting~~include inboth a ~~limited~~speakerphone ~~advisory~~and ~~role~~battery ~~with~~charging ~~the company until June 2007~~station.

~~In February 2006 Mr~~2. ~~Dotres~~Monster ~~co-founded~~Money ~~Grid~~Network ~~Merchant~~& ~~Partners Inc., an internet based credit card processing and e~~E-check processing company. Grid Merchant Partners electronic transactions included Visa, MasterCard, AMEX, Discover, Debit and EBT. In March 2007 Payless Telecom Solutions Publicly traded company (PYSJ) acquired Grid Merchant Processing Inc. and Mr. Dotres resigned his position April 2007.Commerce

InWe plan ~~September~~to ofimplement ~~2007~~and ~~Mr.~~integrate ~~Dotres~~blockchain ~~became~~technology onto our E-commerce website where upon the ~~Chief~~operation ~~Operations~~thereof, ~~Officer~~consumers will be able to purchase Monster products and pay for ~~Merlot~~services ~~Inc~~in MMNY Tokens. aIn ~~Florida~~addition, ~~restaurant~~not ~~corporation~~only ~~that~~will ~~operated~~our ~~two~~customers ~~restaurants~~have the options of transacting in ~~Jupiter,~~MMNY ~~FL.~~Tokens ~~Mr.~~or ~~Dotres~~fiat ~~played~~currencies anon ~~integral~~Monster ~~part~~Money inNetwork, ~~improving~~our ~~operations~~vendors, such as manufacturers and ~~increasing~~distributors, will ~~sales~~be able to ~~over~~conduct ~~1.5~~transactions ~~million~~through ~~dollars.~~smart ~~Mr.~~contracts ~~Dotres~~and ~~resigned~~in ~~from~~both ~~the~~MMNY ~~company~~Tokens inand ~~July~~fiat ~~2010~~money toupon ~~seek~~completion ~~other~~of ~~opportunities~~Stage 3 of Monster Money Network.

~~From July 2010 to present Mr. Dotres founded Diversified Corporate Investment Group Inc. and is~~ Specially, the ~~sole~~Company ~~member~~develops and ~~control~~intends ~~person of this company. Mr. Dotres provides specialized business services~~ to ~~business~~complete ~~seeking~~the todevelopment ~~build~~of ~~social~~Monster ~~media~~Money ~~awareness~~Network ~~and network~~ in the ~~social~~following ~~media~~three ~~space.~~stages as set forth below:

~~Other~~● ~~registrants~~Stage ~~which~~I: ~~Mr.~~Monster ~~Dotres~~Money ~~has~~Network ~~been~~intends ~~affiliated~~to orprovide ~~associated~~the basic transactional functions, such as Monster Money Wallets and processing transactions in MMNY Tokens; ● Stage II: establish a private off-chain platform where micro-transactions can be completed without or with very limited transaction costs caused by mining activities (“gas”). ● Stage III: complete Monster’s blockchain and integrate such blockchain to the operating systems of the Company, such as marketing, accounting and auditing, payroll services, inventory control and shipping management.

Name of Registrant	Effective Date of Registration	File Number	Company Status	Past Nature of Interest	Future Nature of Interest
OICco Acquisition I, Inc.	2012-11-13	333-162084	Filed form10Q on 05/23/2016 for period ending March 31, 2016	*Officer and Director	Shareholder
OICco Acquisition IV, Inc.	2014-07-14	333-165760	Filed form 10Q on 05/10/2016 for period ending March 31, 2016	**Officer and Director	Shareholder
Petrus Resources, Inc.	2012-11-21	333-176879	Filed form 10K on 03/30/2016 for period ending December 31, 2015	Officer and Director (1)	Shareholder
NAS Acquisition, Inc.	2014-11-10	333-198776	Filed form 10Q on 02/22/2016 for period ending December 31, 2015	***Officer and Director (1)	Shareholder
DAS Acquisition, Inc.	2015-11-19	333-205761	Form S-1 effective on 11/19/2015	Officer and Director (1)	Shareholder
Whiskey Acquisition, Inc.	2016-04-08	333-208620	Form S-1 effective on 04/08/2016	Officer and Director	Shareholder

-At Stage 31I, Monster Money Network shall allow customers to purchase Monster products and pay for services via Monster Money Wallets in MMNY Tokens. We intend to integrate all Ethereum updates and innovations to Monster Money Network when available, such as Casper upgrade, and therefore benefit from the higher speeds of processing transactions and other advantages of the Proof of Stake system. On May 8, 2018, developers of Ethereum released a planned improvement to Ethereum’s network- a new version of the code of Casper, the ultimate goal of which is to transit Ethereum from the Proof of Work version to the Proof of Stake version. Casper may, among other things, greatly enhance the transaction processing speed of Ethereum to the extent that may theoretically allow up to one million transactions per second, including domestic and international transactions. In addition, the Casper development team is seeking to solve the problems of excessive energy consumption of mining and creation of new versions of popular cryptocurrencies that may split such cryptocurrencies’ blockchains. We plan to integrate Casper upgrade to Monster Money Network when available and therefore benefit from the higher speeds of processing transactions and other advantages of the Proof of Stake system.

*Monster Money OnNetwork ~~October~~will 18maintain the features of traditional E-commerce platforms, ~~2013~~including without limitation, Mrcustomer review and rating, live customer services, product exchange policy and a loyalty program. ~~Miguel~~Unlike ~~Dotres~~the ~~resigned~~traditional E-commerce platforms, no third-party transaction costs, such as credit card fees, are incurred if the ~~President~~transactions are conducted in MMNY Tokens. MMNY Tokens, ~~Secretary~~the currency to be used on our Monster Money Network, ~~Treasurer~~are ~~and~~a ~~Director~~type of ~~OICco~~ERC20 ~~Acquisition~~(“Ethereum IRequest ~~Inc.~~for ~~and~~Comment ~~Terrance~~20) ~~Owen,~~tokens which ~~Jack~~comply ~~Fishman~~with ~~and~~the ~~Emil~~technical ~~Schiller~~standard ~~were~~used ~~subsequently~~for ~~appointed~~smart ascontracts ~~Directors~~on ~~and~~Ethereum asblockchains. aAt ~~result~~Stage ~~became~~I, ~~the~~transactions ~~sole~~in ~~members~~MMNY ofTokens will incur gas costs, which are the ~~Board~~awards ofto ~~Directors~~be paid to Ether miners.

**OnAt Stage ~~July 31~~II, ~~2014,~~the atCompany plans to establish a private off-chain platform with the ~~closing~~most ofup-to-date Ethereum codes and the ~~acquisition~~ability to ofprocess ~~VapAria,~~micro-transactions Mrwithout or with very low gas. ~~Miguel~~Upon ~~Dotres~~completion of Stage II, we will have the ~~sole~~capacity ~~officer~~to process transactions immediately on Monster Money Network and ~~director,~~develop ~~resigned~~a ~~all~~sub-chain offrom ~~his~~the ~~positions~~main ~~with~~Ethereum blockchain to record our transactions so that we will not rely on Ethereum miners to configure the ~~company~~algorithm underlying each blockchain transaction. We expect the off-chain platform will operate at a higher speed and save substantial gas cost for our customers.

~~***~~ At Stage III, we expect to complete Monster’s own blockchain and integrate such blockchain to the ~~closing~~operating systems of the Company. ~~acquisition~~At such stage, the Company plans to utilize blockchain technology for payment processing, affiliate marketing, accounting, auditing & payroll services, inventory control and shipment management, and ultimately substantially eliminating the need of Onthird party services for all Monster transactions conducted in MMNY Tokens. We intend to use our blockchain to record the ~~Move~~traffic driven ~~Corp~~by various affiliated marketing channels, such as influencers, bloggers, celebrities. In addition, Mrwe plan to use our blockchain to record transactions for accounting, payments for compensations, and shipping and storing our inventories all over the world. Because ~~Miguel~~blockchains ~~Dotres~~are irrevocable and automated, we expect that integration of blockchain to our operations will ~~resign~~greatly ~~all~~reduce man-made ~~his~~errors ~~positions~~and ~~with~~manipulation. ~~the~~Because ~~company~~we will not need miners to process our blockchain transactions, our MMNY Token transactions will be free from gas charges.

~~(1) Remains~~With our aown ~~current~~blockchain ~~officer~~that ~~and~~is ~~director~~expected asto derive from Ethereum, Monster Money Network will provide a reliable framework of smart contracts, which are computer protocols intended to digitally facilitate, verify or enforce the ~~date~~negotiation or performance of ~~this~~a ~~filing~~contract without involvement of any third parties. Smart contracts on Monster Money Network will be made partially or fully self-executing, or self-enforcing, or both. We believe that our own blockchain-powered Monster Money Network shall provide a secure, reliable and private network for our backend functions and safe and transparent platform subject to less manipulation for our customers.

~~Mr. Dotres became~~ In the ~~officer and director of OICco Acquisition I~~future, ~~Inc.~~Monster onintends ~~January 14, 2013. That entity had previously closed it offering and filed an 8k thereon. Since his appointment Mr. Dotres has brought the annual and quarterly 34 Act filings up~~ to ~~date.~~leverage ~~Mr.~~its ~~Dotres~~global ~~has~~connections ~~identified another company for acquisition~~ and ~~engaged~~brand invisibility aalong ~~share exchange agreement~~ with ~~Champion~~blockchain ~~Pain~~technology Care Corp. Champion is not the first acquisition by the Company. On October 14, 2011, OICco Acquisition I, Inc. ("OICco") entered into an exchange agreement with Imperial Automotive Group, Inc. ("IAG") to ~~exchange~~bring more ~~40,000,000 shares of OICco in exchange for 100% of the issued~~ and ~~outstanding~~more ~~shares~~other ~~of Imperial Automotive Group, Inc. At the closing of the Exchange Agreement (which is contingent upon a 80% reconfirmation vote under Rule 419), Imperial Automotive Group, Inc. became a wholly~~E-~~owned~~commerce ~~subsidiary~~platforms ofonto ~~OICco~~Monster ~~and~~Money ~~OICco~~Network ~~acquired the business~~ and ~~operations~~expand of Imperial Automotive Group, Inc. The Exchange Agreement contains customary representations, warranties, and conditions. Gary Spaniak, Sr., and Gary Spaniak, Jr. were appointed as directors of OICco Acquisition I, Inc. On July 2, 2012, the ~~parties~~user ~~entered~~base ~~into an addendum to the exchange agreement agreeing to exchange an additional 45,000,000 shares~~ of ~~OICco~~MMNY ~~Acquisition I, Inc~~Tokens. inWe ~~exchange~~hope ~~for the Imperial Automotive Group which addendum was terminated on August 20, 2012. The escrow was closed on December 11, 2012 and the funds released~~ to ~~the~~set ~~company and~~ up the ~~shares~~blockchain ~~delivered~~standard tofor ~~investors. In~~E-commerce July 2013 upon realizing that the expansion of the business was not viable and there were only minimal assets in IAG, it was negotiated between the owners of IAG and OICco I that IAG would remain as a wholly owned subsidiary but that the initial consideration given in the acquisition transaction should be returned and that the owners of IAG would be separately compensated with a smaller amount of stockplatforms.

OnPatents & ~~July~~Proprietary 1, 2013 Mr. Dotres became officer and director of OICco Acquisition IV Inc. On April 11, 2014 OICco Acquisition IV, Inc. entered into that certain Share Exchange Agreement and Plan of Reorganization (the "Agreement") with VapAria Solutions, Inc., a Minnesota corporation formerly known as VapAria Corporation ("VapAria") and the shareholders of VapAria (the "VapAria Shareholders") pursuant to which agreed to acquire 100% of the outstanding capital stock of VapAria from the VapAria Shareholders in exchange for certain shares of Oicco Acquisition IV's capital stock. On July 31, 2014 all conditions precedent to the closing were satisfied, including the reconfirmation by the investors of the prior purchase of 1,000,000 shares of our common stock pursuant to the requirements of Rule 419 of the Securities Act of 1933, as amended (the "Securities Act"), and the transaction closed.Rights

AtOur success ~~closing,~~depends ~~OICco~~in ~~Acquisition~~part IVon ~~Inc.~~our ~~issued~~ability ~~the~~to ~~VapAria~~protect ~~Shareholders~~our ~~36,000,000~~technologies ~~shares~~and ofproducts ~~common~~by ~~stock~~obtaining and ~~500,000~~maintaining ~~shares~~a ofstrong ~~10%~~proprietary position. ~~Series~~To Adevelop ~~Convertible Preferred Stock in exchange for the common stock~~ and ~~preferred~~maintain ~~stock~~our ~~owned~~position, bywe ~~the~~intend ~~VapAria~~to ~~Shareholders.~~continue ~~The~~relying ~~VapAria~~upon ~~Shareholders~~patent ~~were~~protection, ~~either~~trademark ~~accredited~~registration, trade orsecrets, ~~sophisticated~~know-how, ~~investors~~continuing ~~who~~technological ~~had~~innovations ~~access~~and tolicensing ~~information concerning our company~~opportunities. ~~The~~We ~~issuances~~intend ~~were~~to ~~exempt~~seek ~~from~~patent ~~registration~~protection whenever ~~under~~available ~~the~~for ~~Securities~~any ~~Act~~products inor ~~reliance~~product oncandidates anand ~~exemption~~related ~~provided~~technology bywe ~~Section~~develop ~~4(a)(2)~~or ofacquire ~~that~~in ~~act~~the future.

As a result of the closing of this transaction, VapAria is now a wholly owned subsidiary of Oicco Acquisition IV and its business and operations represent those of Oicco Acquisition IV. Information regarding VapAria's business and operations, together with its financial statements, are included in the Post-Effective Amendment No. 4 to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on June 30, 2014 (the "Post-Effective Amendment").39

-We have 32a -portfolio of over 600 U.S. and international patents. Our patents protect our position as an industry leader in the consumer electronic space. We have a talented team of designers and engineers that create innovative products, cutting edge technologies and designs that differentiate us from our competitors. We endeavor to protect our new products, design and technologies from both the utility and design perspective to identify the new opportunities for patent protection. We continue to focus our patent application and maintenance efforts on technologies that can provide meaningful benefits to our consumers and competitive advantages to us. We have design patents covering headphones, power banks, cables, speakers, mobile and power. We have key patents surrounding cable, power and audio products. We have been awarded utility patents on certain features and technologies used in some of our products, such as clean power. We cannot guarantee that any pending future patent applications we have filed will result in the successful grant of a patent, or that if patents are issued to us, that such patents will provide meaningful protection against our competitors or against competitive technologies.

OnWe have ~~April~~the ~~11,~~trade ~~2014~~name ~~OICco~~“Monster” ~~Acquisition~~and ~~IV,~~the ~~Inc.~~Monster ~~entered~~logo ~~into~~and ~~that~~trademark ~~certain~~on ~~Share~~our ~~Exchange~~Monster ~~Agreement~~products. ~~and~~We ~~Plan~~believe ofthat ~~Reorganization~~having ~~(the~~distinctive marks ~~"Agreement")~~that ~~with~~are ~~VapAria~~registered ~~Solutions,~~and ~~Inc.,~~readily aidentifiable ~~Minnesota~~is ~~corporation~~an ~~formerly~~important ~~known~~factor asin ~~VapAria~~identifying ~~Corporation~~and ~~("VapAria")~~reinforcing ~~and~~our ~~the~~brand ~~shareholders~~and ofin ~~VapAria~~distinguishing our ~~(the~~products ~~"VapAria~~from ~~Shareholders")~~those ~~pursuant~~of toour ~~which~~competitors. weWe ~~agreed~~consider toour ~~acquire~~Monster ~~100%~~trademark ofand ~~the~~our ~~outstanding~~big ~~capital~~M ~~stock~~logo oftrademark ~~VapAria~~and ~~from~~copyrighted ~~the~~design to ~~VapAria~~be ~~Shareholders~~among inour ~~exchange~~most ~~for~~valuable ~~certain~~assets ~~shares~~and ofwe ~~Oicco~~have ~~Acquisition~~registered ~~IV's.~~these Ontrademarks ~~July~~in ~~31,~~38 ~~2014~~countries. ~~all~~Each ~~conditions~~trademark ~~precedent~~registered towith the U.S. ~~closing~~Patent ~~were~~and ~~satisfied,~~Trademark ~~including~~Office ~~the~~has ~~reconfirmation~~duration ~~by the investors~~ of ~~the~~ten ~~prior~~years ~~purchase~~and oftrademarks ~~1,000,000~~registered ~~shares~~outside of ~~our~~the ~~common~~United ~~stock~~States ~~pursuant~~normally tohave duration ~~the requirements~~ of ~~Rule~~twenty ~~419~~years ofdepending upon the ~~Securities~~jurisdiction. ~~Act~~Trademarks ofare ~~1933,~~generally assubject ~~amended~~to ~~(the~~an ~~"Securities~~indefinite ~~Act"),~~number ~~and~~of ~~the~~renewals upon ~~transaction~~appropriate ~~closed~~application.

~~On November 8, 2013, Mr. Miguel Dotres was appointed as the sole officer~~ Design and ~~director of Petrus Resources Inc. Petrus Resources Inc., is an effective Blank Check company.~~Manufacturing

OnMonster’s operating ~~May~~model ~~28,~~is ~~2014,~~designed ~~Mr.~~to ~~Miguel~~be ~~Dotres~~dynamic ~~formed~~and ~~Nas~~adaptive ~~Acquisition~~to ~~Inc~~changing trends., inOur ~~the~~business ~~State~~model ofcenters ~~Nevada~~around tothree ~~engage in any lawful corporate undertakings~~interrelated pillars, including ,(i) ~~but~~the ~~not~~Monster ~~limited to~~ brand, ~~selected~~(ii) ~~mergers and acquisitions. After creating~~ the ~~company~~product ~~Mr.~~design ~~Dotres~~and ~~determined~~manufacturing ~~to proceed with filing a form S-1. On March 9~~process, ~~2015 Nas Acqisition Inc. entered into a Share Exchange Agreement~~ and ~~Plan~~(iii) ~~of Reorganization with On~~ the ~~Move~~marketing, ~~Corporation~~sales aand distribution ~~private company incorporated in Florida~~process. AtThe ~~the~~management ~~closing~~team ofconstantly ~~the~~searches ~~Agreement~~for ~~(which~~undersupplied issales ~~contingent~~channels ~~upon~~with ~~the~~limited ~~effectiveness~~competition ~~of a post-effective amendment to the registration statement~~ and acaptive audiences. ~~80%~~Currently ~~reconfirmation~~Monster ~~vote~~focuses ~~under~~on ~~Rule~~identifying ~~419~~new ~~and~~markets ~~other~~via ~~closing~~various ~~conditions)~~venues, ~~pursuant~~such toas ~~the terms of the Agreement~~stadiums, 41arenas,~~000,000~~ ~~shares~~music ~~of Nas Acquisition Inc. common stock~~festivals, hotels ~~par~~and ~~value $0~~restaurants.~~0001~~ ~~per~~Through ~~share~~dynamic ~~(the~~targeted ~~"Common~~sales ~~Stock")~~process, Monster will be ~~issued~~able to ~~OTM~~adapt ~~shareholders~~its ~~holding~~products ~~100% of the issued and outstanding common shares of On the Move and 3,200,000 shares of Nas Acquisition Inc.~~ to berespond ~~designated Series A convertible preferred stock ("Preferred Stock") will be issued~~ to On the ~~Move~~changing consumer ~~shareholders~~needs ~~holding~~and ~~100%~~tastes. ofWe ~~the~~emphasize ~~issued~~timely ~~and~~turnaround ~~outstanding shares~~ of On the ~~Move's~~design ~~Series~~to Amanufacturing ~~convertible preferred stock~~process. OnMonster ~~May~~outsources ~~21,~~its ~~2015~~manufacturing to ~~Nas~~offshore ~~Acquisition~~contract ~~Inc. filed a Post-Effective amendment for registration statement with the Securities and Exchange Commission including information regarding On the Move's business and operations~~parties, ~~together~~ with ~~its~~which ~~financial~~Monster ~~statements.~~has Onlong-lasting ~~October 27, 2015 Nas Acquisition Inc~~relationships. ~~received Notice of Effectiveness.~~

~~On May 14~~Marketing, Distribution ~~2015, Mr. Miguel Dotres formed Das Acquisition Inc., in the State of Nevada to engage in any lawful corporate undertakings, including, but not limited to, selected mergers~~ and ~~acquisitions. After creating the company Mr. Dotres determined to proceed with filing a form S-1.~~Sales

In addition to the traditional sales channels, Monster’s sales team is in the process of forming strong or exclusive bonding with strategic partners in automobile, entertainment and lodging businesses. Our past targeted partnerships include collaborations with Viacom, WPT, Adidas and Diesel with respect to headphones and exclusive provision of in-car 33audio for Lamborghini’s Veneno Roadster. The Company is currently negotiating with automobile companies and restaurant companies with respect to co-development opportunities or marketing co-branded products. Collaboration with well-known organizations in other industries promotes and Monster’s brand recognition and product development. We believe these relationships with business leaders in various industries increase our followers on large social media. Social media marketing campaigns and strategic collaboration have, as of the date of this current report, produced meaningful sales for Monster.

~~Conflicts~~Meanwhile, Monster ofis ~~Interest~~focused on strengthening its existing retail and e-commerce relationships. The Company has distributor and customer relationships across the U.S., Canada, Europe, Middle East, Africa and Asia Pacific. In 2016, Monster entered into a distribution agreement with Brightstar Corporation, a leading consumer electronics distributor, to leverage Brightstar’s network in Japan, Korea, India, Australia, New Zealand, and certain other countries. We generate sales revenues in the Asia Pacific region primarily through various licensing arrangements. In November 2017, Monster entered into a distribution services agreement with Technicolor Home Entertainment Services, Inc. and Technicolor Home Entertainment Services Southeast, LLC (collectively “Technicolor”), pursuant to which Technicolor provides warehousing, distribution and freight management services for Monster’s products that will be sold to Monster’s vendors, retail customer distribution centers and customers directly in the United States.

Benny Doro, Margret M. Laughlin, Bob Bubeck, and Miguel Dotres, are the officers and director of Atlantic Acquisition Inc. which is a blank check company. Benny Doro, Margret M. Laughlin, and Bob Bubeck have no interest in any other blank check company. Each blank check company in which Mr. Dotres has an interest will have essentially the same structure and the same shareholders. If there are multiple blank check companies effective, all will be presented to the prospective purchaser and the purchaser will choose.40

~~Our~~We have ~~officers~~been ~~and~~using ~~director~~various ~~will~~marketing ~~offer~~strategies ~~the~~to ~~securities~~reach of our ~~company~~target oncustomers, ~~the~~such ~~same basis~~ as ~~any~~presses, ~~other~~bloggers, ~~blank~~influencers, ~~check~~commercials on ~~company~~TV inand ~~which~~radio, hepartnerships iswith ~~involved~~celebrities, ~~and~~pop-up tostores, ~~the~~bricks ~~same~~and ~~group~~mortar ofand ~~intended~~other ~~shareholders~~resources. ~~There~~We ~~is,~~believe ~~of course, no guarantee~~ that ~~any~~these marketing ~~offering~~channels will beincrease ~~subscribed~~Monster inbrands’ ~~sufficient~~visibility ~~quantity~~and toinfluence ~~close~~consumer ~~the~~behaviors ~~offering,~~and ~~but,~~attract inconsumers’ attention ~~that~~to ~~event,~~Monster ~~investors~~products ~~will~~and ~~receive~~Monster ~~their~~pop-up ~~money~~stores ~~back~~ and ~~the~~online ~~offering will be withdrawn~~stores. ~~Offers~~We ofplan ~~each~~to ~~company's~~use ~~stock~~Ethereum intechnology ~~which~~to ~~our~~keep ~~officer~~record ~~and~~of the ~~director~~traffic isdriven aby ~~principal~~each ~~will~~marketing bechannel ~~made~~to ~~immediately~~Monster ~~upon~~products ~~the~~so ~~Securities~~that ~~and~~we ~~Exchange~~can ~~Commission~~evaluate ~~deeming~~the itefficiency ~~effective and in order~~ of ~~the~~each ~~date~~channel. onWhen Monster ~~which~~Money ~~the~~Network ~~registration~~is ~~became~~in ~~effective. Therefore~~operation, anwe ~~offering~~plan ~~with~~to ~~the~~use ~~oldest~~various ~~effective~~marketing ~~date~~strategies ~~will~~to beincrease ~~closed,~~its ~~before~~visibility aamong ~~more recent offering is closed~~consumers.

Our officers and director are not full time employees of our company and is actively involved in other business pursuits. Mr. Dotres also intends to form additional blank check companies in the future that will have corporate structures and business plans that are similar or identical to ours. Accordingly, they may be subject to a variety of conflicts of interest. Since our officer and director is not required to devote any specific amount of time to our business, he will experience conflicts in allocating his time among their various business interests. Moreover, any future blank check companies that are organized by our officer and director may compete with our company in the search for a suitable target. Market

ToWe primarily ~~minimize~~design, ~~potential~~engineer, ~~conflicts~~market ofand ~~interest~~sell ~~arising~~headphones, ~~from~~cables, ~~multiple~~docks, ~~corporate affiliations~~speakers, ~~our~~power ~~officer~~products and ~~director~~mobile ~~will~~accessories. ~~not~~Therefore, our ~~ordinarily~~operations ~~make~~fall ~~affirmative~~under ~~decisions~~the tocategory ~~allocate~~of aconsumer ~~particular~~electronic ~~business~~retail. ~~opportunity~~Driven toby agrowth ~~particular~~in ~~acquisition~~disposable ~~vehicle.~~income ~~Instead,~~and henumber ~~will~~of ~~provide~~ household, the ~~available~~retail ~~due~~market ~~diligence~~for ~~information~~consumer onelectronics ~~all~~grew ~~available~~at ~~acquisition~~an ~~vehicles~~annualized torate ~~the~~of ~~potential~~3.7% ~~target,~~for ~~and~~a ~~ask~~period ~~the~~of ~~potential~~five ~~target~~years to ~~make~~approximately a$19.6 billion ~~final~~in ~~selection~~2016. ~~There~~In isthe nonext ~~assurance~~five ~~that~~years afrom ~~potential~~2016, ~~target~~IBISWorld ~~will~~forecasts ~~conclude~~the ~~that~~industry ~~our~~to ~~company~~grow isat ~~best~~an ~~suited~~annualized torate ~~its~~of ~~needs~~3.8% orto ~~that~~approximately $23.6 anbillion ~~acquisition~~in ~~will ever occur~~2021.

The retail market of consumer electronics is driven by the following factors, technological development, E-Commerce platforms, foreign outsourcing and product importing, household disposable income, and consumer taste. The retail market for consumer electronics consists primarily of six segments, which are multichannel audio equipment; individual components; Bluetooth speakers and radios; headphones; cables; and speakers.

Competition and Advantages

We believe our products and services are competitive because of the following strengths.

Recognized Brandname

Monster started its operations in audio equipment development in 1978 and has been recognized in the segments of cables, headphones, speakers, and power products. Monster’s brand represents music, fashion, high quality, high performance and activities, all of which permeate youth culture. The Monster brand symbolizes a fun, young and irreverent lifestyle combined with creativity and individuality.

●	*High Impact Ambassadors*

Monster was one of the first consumer electronic brands to work with leading athletes, DJs, musicians, artists and events within sports and the indie and hip-hop music genres. We partner with leading musicians and artists, such as Joe Perry, the lead guitarist and contributing songwriter for the American rock band Aerosmith, and Iggy Azalea, an Australian rapper, singer and songwriter, and numerous other musicians, athletes and youth culture influencers. Our ambassadors and partners embody our brands and provide us with trend and product ideas.

●	*Innovation*

Monster was the pioneer in the development and retail of high-quality audio products, starting with audio cables. Monster’s leading proprietary innovations include newly introduced HDMI cables and various settings for the headphones.

Over more than thirty years, we have increased employee headcount and spending towards research and innovation. 75% of our workforce is dedicated to research, innovation and product development. We have over 500 issued patents and 3000 trademarks domestically and internationally, with many other patents and trademarks pending.

●	*Targeted Distribution*

In addition to the relationships with big box retailers, such as Walmart and BestBuy, we tailor our audio products to the needs of a number of well-known companies in different industries, such as automobile, entertainment, and hospitality businesses.

●	*Proven Management Team and Deep-Rooted Company Culture*

In 2017, we have assembled a proven and talented management team that is led by Noel Lee, our founder and Chief Executive Officer, Fereidoun Khalilian, the Chief Operating Officer who joined Monster in 2017, and Felix Danciu, the interim Chief Financial Officer who also was recruited by Monster in 2017. Our executive team brings product design, branding, financial, marketing/sales and distribution expertise to Monster. Our management team shares a passion for youth culture and has the common goal of always producing the high quality audio products. Our culture and brand image enable us to attract and retain highly talented employees and managers who share our passion and view for innovation, creativity, music and youth culture.

●	*Competitive advantages of Monster Money Network*

We believe that the Ethereum framework and future blockchain technology upgrades will bring the following competitive strengths to our Monster Money Network, internal management and control system and the payment processing method when such framework and technology are implemented and integrated to our operating system:

1. Low transaction costs and less involvement of third-party services

When Monster Money Network is in operation, our customers and vendors will be able to conduct transactions in MMNY Tokens or even through smart contracts, which are self-executing computer programs embedded in Monster Money Network whereby parties of such smart contracts shall perform their obligations as required by the computer programs. The use of MMNY Tokens will substantially reduce the involvement of third party services, such as Visa and Mastercard, for payment processing. The reduced use of third party services will cut the transaction costs. Upon the full development of our blockchain, users of MMNY Tokens will not need to pay gas either.

2. Security and stability

Monster is building Monster Money Network on the Ethereum blockchain which is broadly adopted and has the capacity to process a huge number of transactions at high speed. Ethereum blockchain records transactions in a way that is almost impossible to revise or revoke and therefore is subject to little manipulation and errors caused by human factors.

3. Transparency

With the transaction ID, anyone can check the record of a certain blockchain transaction. The public access to blockchain transactions makes it less likely for people to alter the transaction records.

4. Accuracy

When we fully integrate the blockchain technology into our E-commerce platform, accounting and tax management, payment system and inventory management system, these transaction and accounting records will become automated and almost irreversible and therefore we expect errors caused by human input will be substantially reduced.

Our primary competitors

We face significant competition in the retail consumer electronic industry in the U.S. and international markets. We anticipate that the competition will increase in the future. We view Apple, Bose, Sumsung as the examples of our competitors with respect to our Monster products. And we consider Amazon, E-bay and Alibaba as examples of our main competitors with respect to the new Monster Money Network and our existing E-commerce platform.

Properties

Our corporate headquarters are located at 601 Gateway Blvd., Suite 900, South San Francisco, CA 94080. In accordance to the amended lease agreement entered into in August 2017, Monster, Inc. rents approximately 11,540 rentable square feet for a monthly base rent of $39,200.00 per month with a term of five years that commenced in March 2017. Monster, LLC pays a base rent of $13,500.00 per month for its office space located at 4288 Polaris Avenue, Suite 105, Las Vegas NV 89103. Monster, LLC’s lease commenced on January 1, 2018 and will end on June 30, 2018 and has four six-month options to extend the lease, unless terminated before the ending date.

In addition, we lease office spaces in various countries and regions. Monster Cable International Limited, one of Monster, Inc.’s wholly owned subsidiaries, has rented office spaces at the location of Mill Road House, 1^stfloor, Town of Ennis, Barony of Islands, County of Clare, Ireland for a term of one year commencing from May 1, 2017. The quarterly base rent of our Ireland premises is €5,850.00 Euros. Monster Asia Pacific Limited, one of the wholly owned subsidiaries of Monster, LLC, leases its office spaces at the location of Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, 12^thfloor, Units 79, 81 and 83, Kowloon, Hong Kong. Monster Asia Pacific Limited pays the monthly base rent of approximately HK$85,824 and such lease has a term of three years commencing from December 15, 2015. Monster Greater China Limited, another wholly owned subsidiary of Monster, LLC, also leases its office at Kowloonbay International Trade & Exhibition Centre, with its address of 1 Trademart Drive, 12^thfloor, Unit 89, Kowloon, Hong Kong. Monster Greater China Limited pays the aforementioned address a base rent of HK$28,608.00 per month for a period of three years commencing on December 16, 2015. Monster China Limited, whose primary beneficiary is Monster, LLC connected through a variable interest entity structure, leases its office at 1277 Beijing Road West, Suites 1405 and 1406, Shanghai, China, of approximately 198.95 square meters (2,141.48 square feet) for a monthly base rent of 22,998 RMB (approximately $3,666 U.S. dollars). Monster China Limited’s renewed lease started on August 1, 2017 and will end on July 31, 2018.

Legal Proceedings

The Company and its subsidiaries are not involved in any other proceedings except as listed below:

HDMI Class Action

Benjamin A. Perez, on his own behalf and on behalf of all others similarly situated, v. Monster, Inc., Best Buy Stores, LP and BestBuy.com, LLC, United States District Court, Northern District of California, filed on August 25, 2015. Perez is a false advertising case that challenges statement made on the packaging of certain Monster HDMI cables. Among other things, Perez alleged the cause of action in violation of the Magnuson Moss Warranty Act, breach of express warranty and implied warranty of merchantability. This case is presently stayed pending settlement of Joseph v. Monster, Inc., et al. as discussed below.

Amy Joseph and Robert O’Brien, individually and on behalf of all others similarly situated, v. Monster, Inc., Best Buy Stores, L.P. and BestBuy.com, LLC, Circuit Court of Cook County, Illinois, County Department, Chancery Division, filed on September 22, 2015. This case challenges the same labeling representations challenged in Perez. Plaintiffs alleged causes of actions, among other claims, violation of the Illinois Consumer Fraud and Deceptive trade Practices Act and breach of express warranty and implied warranty of merchantability. On June 30, 2016, Monster, Inc. agreed to settle the Joseph case on a class basis. Plaintiff in the Perez matter intervened in this litigation and objected to the settlement which delayed the preliminary approval hearing that was scheduled on March 6, 2017. The Circuit Court of Cook County certified a settlement class and a ruling on preliminary approval was set for March 9, 2018. The Perez action was stayed pending final approval of the Joseph action.

During the intervention proceedings, Monster and its counsel believed that the objector, Perez, did not own one of the HDMI cables at issue and made various misrepresentations to the Court in support of intervention. Monster, Best Buy, and Plaintiffs filed motions for sanctions against Perez and his counsel, seeking to recover their costs and fees incurred in connection with Perez’s intervention. Perez and his counsel denied that they made any false statements, and the Court was therefore required to hold a two-day evidentiary hearing on the motions for sanctions. A ruling on the motions for sanctions is pending. Perez recently filed a retaliatory motion for sanctions against Monster, Best Buy and their counsel. Monster’s counsel believes that this motion lacks any merit whatsoever.

The management of Monster is seeking to settle the Joseph case and move for sanctions against Perez.

Designer’s Management Agency, Inc. v. Monster, Inc., San Mateo Superior Court, filed on July 18, 2017

Designer’s Management Agency, Inc. filed this lawsuit seeking $76,591.57 alleging that it provided Monster, Inc. with creative services related to a presentation for Best Buy, and that such amount remained unpaid. On December 19, 2017, this lawsuit was settled and later dismissed on January 4, 2018.

Monster, LLC v. Freebit

Monster, LLC and Freebit AS (“Freebit”) entered into a Licence Agreement dated October 5, 2010, pursuant to which Freebit licensed certain technology to Monster for Monster to adopt in its headphone products. Such License Agreement provided an indemnity in respect of any potential infringement claims brought against Monster relating to such licensed technology.

On February 26, 2014, the Bose Corporation filed a complaint against Monster, LLC with the United States International Trade Commission, alleging that Monster was selling headphones in the United States, which infringed Bose’s patent US8311253 B2, that was related to the technology that Monster licensed from Freebit. Bose and Monster settled the case before the International Trade Commission in October 2014.

After the settlement with Bose, Monster sought to enforce its indemnity right against Freebit, in respect of the approximately $2.5 million U.S. dollars incurred in the Bose case. Freebit deny that the indemnity would cover this situation and have, accordingly, refused to indemnify Monster in this regard. As a result, Monster alleged that Freebit breached the License Agreement. Freebit counterclaimed that Monster also breached the License Agreement for Monster’s failure to pay certain licensing fees provided under the Licensing Agreement.

On October 13, 2015, Monster and Freebit had a mediation which did not solve the dispute. Currently, Monster Management is seeking other practical solutions to solve the dispute with Freebit regarding the indemnity.

Caesars Entertainment Operating Company, Inc., et al. v. Monster, Inc. and Monster, LLC, Nevada District Court for Clark County

Caesars Entertainment Operating Company, Inc. and certain its affiliate (collectively “Caesars”) commenced litigation against Monster concerning that certain Sponsorship and Advertising Agreement dated January 1, 2014 pursuant to which Caesars agreed to provide Monster with branding, signage and retail sales (the “Nevada Litigation”). Monster filed counterclaims for the amount due under such Agreement and sought for a temporary restraining order (the “TRO”) to prevent removal of Monster signs and negative impacts on Monster. The TRO was granted on the condition that Monster paid the monies owed as of the date of the TRO. A few days after the grant of the TRO, Caesars filed for bankruptcy on January 15, 2015 and the Nevada Litigation was stayed thereby. Monster’s counterclaims in the Nevada Lititgation provided a basis for Mosnter’s claims against Caesars in its bankruptcy cases (the “Bankruptcy Claims”). Monster is seeking recovery of $1,207,500 that it paid pursuant to the Court order to obtain the TRO. The Bankruptcy Claims remain pending as do Caesars’ claims in the Nevada Litigation. The stipulated stay due to Caesars’ bankruptcy expired at the end of March 2018. Monster and Caesars are awaiting an order from the bankruptcy court to proceed with the Nevada Lititgation. Monster and Caesars remain open to the possibility of settlement.

Monster, Noel Lee v. Beats Electronics, HTC America Holding and Paul Wachter

(trial court No. BC595235; Appellate No. B288598)

On January 6, 2015, Monster, LLC (“Monster”) and Noel Lee (collectively, “Plaintiffs”) brought an action in San Mateo County Superior Court, Case No. CIV531991, against five defendants: (1) Beats Electronics, LLC (“Beats”); (2) Andre Young a/k/a “Dr. Dre”; (3) Jimmy Iovine; (4) Paul D. Wachter; and (5) HTC America Holding, Inc. (collectively, “Defendants”). The case was later transferred to the Los Angeles Superior Court. In that action, Plaintiffs allege that Defendants engaged in deliberate and conspiratorial acts and corporate betrayal intended to erase Plaintiffs from the “Beats By Dr. Dre” product line, which resulted in substantial monetary and reputational damage to Plaintiffs.

Defendant Beats filed a Cross-Complaint against Plaintiffs, contending that by filing the action, Plaintiffs breached certain release provisions set forth in a Termination Agreement and a related Repurchase Agreement. By its Cross-Complaint, Beats seeks to recover, as damages, the attorneys’ fees and costs it incurred in the action, not only on behalf of itself, but also on behalf of Messrs. Dre, Iovine and Wachter and non-party Apple, Inc. Beats claiming damages in excess of $11,000,000. On August 29, 2016, the Court granted the Motions for Summary Judgment in favor of Beats, Wachter and HTC on the Complaint filed by Plaintiffs.

In subsequent proceedings to determine the amount of the judgment for Beats and against Monster, Beats was awarded attorney’s fees as damages in the amount of $11,578,265.50, Wachter was awarded $3,118,492 and HTC was awarded $1,684,886. On March 6, 2018, Monster filed notices of appeal from the judgments entered in favor of Beats, HTC and Wachter, and those appeals are now pending. The required cash bond in the amount of $17, 524,418. 55 was deposited on March 13, 2018 with the California Superior Court, ensuring that Beats cannot enforce the judgment during the pendency of these appeals (appeals which are soon to be consolidated by agreement of the parties). The appeals have been consolidated by the court.

Beats Electronics vs. Monster (Case No. BC675937)

On September 15, 2017, Beats Electronics, LLC and Beats Electronics International f/k/a Beats Electronics International Limited (together, “Beats”) filed a suit against Monster, LLC, Monster, Inc., Monster Technology International Limited and Monster Cable International Limited (collectively, “Monster”), alleging a single claim for breach of contract. The claim relates to a distribution agreement (the “Agreement”) among the parties, pursuant to which Monster was entitled to purchase certain Beats products and distribute them in designated geographical regions. After the Agreement was terminated, and pursuant to its terms, PriceWaterhouseCoopers (“PWC”) conducted an audit to determine what amounts, if any, were owed by Monster to Beats. PWC concluded that Monster owed Beats $71,220,915, 20,065,036 Euros and 716,107 Canadian. Monster cross-claimed against Beats under four agreements: (1) the distribution agreement; (2) the termination agreement; (3) the royalty agreement; and (4) the sales representative agreement. Monster alleges that PWC’s audit improperly excluded amounts Beats owed Monster under the termination agreement, as it was the parties’ practice to offset any amounts owed under one agreement against the other; PWC’s original audit included these offsets, but its final report excluded them after Beats protested. In total, Monster is claiming $128 million in damages under these four agreements.

A hearing was set for March 20, 2018 on Beats’ demurrer to the first amended cross-complaint. The Court, after hearing the argument and reviewing the supplemental papers filed, ruled in favor of Monster, denying Beat’s motion to dismiss and, in effect, preserving Monster’s legal claims to those funds for inventory buy-back and dealer costs .

Andry Specialty Vehicles vs. Monster (Case No. BC685758)

A complaint was filed on December 4, 2017, by Plaintiff Andry Specialty Vehicles, alleging that Monster owed Plaintiff for services rendered in the amount of $379,449.87. Monster filed an answer, denying all liability, and a cross claim against Plaintiff for conversion and replevin (return of Monster’s personal property wrongfully retained by Plaintiff).

Plaintiff’s response to Monster’s Cross-Complaint was due on March 20, 2018, and the Case Management Conference was scheduled for March 23, 2018.

John DeTemple vs. Monster, Noel Lee (Case No. BC684382)

Plaintiff John DeTemple filed an action in November 2017 for alleged breach of contract claiming that Defendants pay Plaintiff for advertising and promotional services, with no specific amount of damage being alleged. A Demurrer on behalf of Monster was filed on February 6, 2018, asserting that the complaint is defective for its failure to include the material terms of the parties’ alleged contract. The Plaintiff’s opposition to the Demurrer is due on April 10, 2018, the hearing date is April 23, 2018, and the Case Management Conference with the Court is set for April 2, 2018.

AIT Worldwide Logistics vs. Monster (Case No. 18-civ-00541)

Plaintiff AIT Worldwide Logistics filed a complaint against Monster in the San Mateo Superior Court on February 1, 2018, alleging breach of contract and unjust enrichment for alleged failure to pay Plaintiff for transportation services (trucking) in the amount of $463,312.95. Monster filed a Demurrer (motion to dismiss) on March 7, 2018, asserting that Plaintiff’s complaint was legally defective for failure to allege the material terms of the parties’ agreement. Plaintiff’s Opposition to this Demurrer was due on March 22, 2018, and Monster’s Reply to that Demurrer was due on March 28, 2018. The parties’ Case Management Conference with the Court is scheduled for May 31, 2018.

10.

Daniel Paine vs. Zenon Chan, et al.

Plaintiff Daniel Paine filed a lawsuit to recover damages for personal injuries that allegedly incurred in an automobile accident on May 12, 2017. Mr. Paine’s vehicle was struck by a vehicle driven by co-defendant Zenon Chan while Mr. Chan was participating in an event allegedly hosted by Monster, Inc. The parties have exchanged written discovery, subpoenaed records, and have conducted the depositions of Zenon Chan and Daniel Paine. The trial is presently scheduled for June 11, 2018, but will be continued to October 29, 2018 based upon the stipulation of the parties.

The management of Monster believes that Mr. Chan’s insurer is responsible to defend and indemnify Monster, Inc. for any injuries caused by Mr. Chan. Monster, Inc. is contesting the matter and has tendered the defense and indemnity to Zenon Chan’s liability insurance carrier.

11.

Brooklyn Events Center, LLC, et al. v. Monster, Inc.

On or about April 10, 2018, Brooklyn Events Center, LLC and Brooklyn Nets, LLC, filed a compliant against Monster, Inc. in the United States District Court, Southern District of New York in connection with a sponsorship agreement dated March 13, 2017. The complaint alleges claims for breach of contract, trademark infringement, unfair competition, and false designation of origin against Monster, Inc. This lawsuit is currently in the pleading stages of litigation and, as a result, it is difficult to estimate the likelihood of an adverse award of damages. Monster, Inc. intends to vigorously defend this matter.

12.

Plastoform Industries Ltd. v. Monster, LLC & Monster, Inc.

On or about May 11, 2018, Plastoform Industries Ltd. filed a complaint against Monster, LLC and Monster, Inc. in the United States District Court, Northern District of California relating to an alleged master manufacturing and supply agreement. The complaint alleges, among other things, a claim for breach of contract against Monster, LLC and Monster, Inc. This lawsuit is currently in the pleading stages of litigation and, as a result, it is difficult to estimate the likelihood of an adverse award of damages. Monster, LLC and Monster, Inc. intend to vigorously defend this matter.

Employees

We currently have 139 full-time employees. We have employment contracts with most of our executive officers. And we intend to enter into employment agreements with other key personnel in the future.

MANAGEMENT

Executive Officers, Directors and Key Employees

Below are the names and certain information regarding the Company’s executive officers, directors and key employees of the company, following the Reverse Acquisition.

Name	Age	Position

Noel Lee	69	Chairman of the Board and Chief Executive Officer

Fereidoun Khalilian	46	President, Chief Operating Officer and Director

Art Hamilton	46	Interim Chief Financial Officer and Controller

Gerardo Lopez	47	Vice President of Products Operations - Global Supply Chain

Alessio Mack		Director of Monster Money Network

Noel Lee, Chairman of the Board and Chief Executive Officer, is our founder since the inception of Monster, Inc. on October 23, 1978. Mr. Lee started his career in the laser fusion group for the Lawrence Livermore National Laboratory. He quit his engineering job in 1974 to play drums for a country rock band. After the band separated, he founded Monster Cable Products, Inc. (renamed as Monster, Inc.) in 1978 based on loudspeaker cables he invented and manufactured in his garage.

Since launching Monster, Inc. almost 40 years ago, Noel Lee has revolutionized music listening for millions of people. He began by conceiving and creating the first-ever premium loudspeaker cables, continued with unprecedented power conditioning products and more recently, headphones and Bluetooth speakers. Mr. Lee’s sound technology has dramatically enhanced the consumer music experience. In 2008, Mr. Lee transformed the personal audio industry with the creation and marketing of the Beats by Dre line of headphones. Using his knowledge of acoustics, manufacturing, and sound, Mr. Lee created headphones that delivered the bass and impact that urban and hip-hop music demanded. Noel Lee has been awarded dozens of industry leadership and philanthropic awards, including being inducted in the CTA Hall of Fame in 2015 and the Lifetime Achievement Award at the prestigious Plus X Awards® in Berlin. Mr. Lee graduated from California Polytechnic State University with a bachelor’s degree in mechanical engineering.

Fereidoun Khalilian, President, Chief Operating Officer and Director, has served as our Chief Operating Officer since January 2017. Mr. Khalilian has over twenty years of management experience in various industries, particularly in the entertainment business. He served as a managing director at Universal Entertainment Group since 2009 till now and an entertainment manager at Hollywood Production Group since 2011 till now. Previously Mr. Khalilian led Club Paris as the CEO from October 2003 until December 2007. From January 2001 to December 2004, he served as the CEO of Euro Fitness and from November 1998 to April 2005, Mr. Khalilian was the Regional Vice President at Bally Total Fitness.

Without admission of any liability or wrongful conduct, Mr. Khalilian entered into two stipulated permanent injunctions and final orders based on the settlements to two separate civil lawsuits with Federal Trade Commission (“FTC”) with respect to certain Mr. Khalilian’s telemarketing and advertising activities in 2010 and 2001. On June 2, 2010, Plaintiff FTC filed a complaint against Fereidoun Khalilian and the Dolce Group Worldwide, LLC for consumer redress and injunctive and other equitable relief in connection with the marketing of extended automobile warranties. In order to avoid the long litigation proceeding and without admission of any liability, violation of law or wrongful conduct, Mr. Khalilian and FTC reached a settlement agreement on this civil matter and thereafter on January 6, 2011, the United States District Court Southern District of Florida issued an order entering a stipulated permanent injunction against Fereidoun Khalilian and the Dolce Group Worldwide, LLC based on such settlement agreement. Mr. Khalilian complied with the terms of the stipulated injunctions with respect to all his duties, such as telemarketing and reporting duties. With respect to another separate FTC matter, in 2001, in order to avoid the long litigation proceeding and without admission of any liability, violation of law or wrongful conduct, Mr. Khalilian and the FTC reached a settlement agreement with respect to the lawsuit in connection with certain Mr. Khalilian’s marketing activities involving vacation packages. On June 8, 2001, Mr. Khalilian and FTC agreed to the entry of another Stipulated Final Order of Permanent Injunction issued by the Court of United States District Court Middle District of Florida Orlando Division resolving such civil dispute based on the settlement agreement. Mr. Khalilian complied with the terms of the stipulated injunctions with respect to all his duties, such as advertising and reporting duties. As of the date of this current report, Mr. Khalilian has fully satisfied all the terms as set forth in both stipulated injunction orders and settlement agreements with the FTC and currently owes no duties to FTC.

Art Hamilton, Interim Chief Financial Officer and Controller, joined Monster in November 2017. Art Hamilton held accounting-related positions at various companies in the entertainment and gaming industry before joining Monster. Mr. Hamilton served as Chief Financial Officer at NYX Gaming Group Ltd from July 2014 to August 2016 and Executive Vice President, Finance to September 2017 in Las Vegas, Nevada. Mr. Hamilton was the Chief Accounting Officer at Spectrum Group International from May 2010 until February 2014. Mr. Hamilton received an M.B.A. from Northwestern University Kellogg School of Management in 2007 and a bachelor degree in accounting and business management from the University of Baltimore.

Gerardo Lopez, Vice President of Products Operations - Global Supply Chain, joined Monster in 2006 as a Supplier Quality Engineer with a strong background in audio and product specifications. Mr. Lopez has been at various positions with Monster all the way to the Vice President of Products Operations since 2015. Mr. Lopez received a bachelor degree of Industrial System Engineering from Technical State University in 1994.

Alessio Mack, Director of Monster Money Network, [to be completed]

The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

The Company’s executive officers and key employees are all full-time employees.

Board Leadership Structure and Role in Risk Oversight

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. As of the date of this Current Report, Mr. Noel Lee serves as both Chairman of the Board and Chief Executive Officer.

Our Board of Directors is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Involvement in Certain Legal Proceedings

To our knowledge, except as set forth above in this current report, our directors and executive officers have not been involved in any of the following events during the past ten years:

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	4.	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

~~Atlantic~~Currently, the ~~Acquisition~~Board ~~Inc.~~does ~~has~~ not ~~yet~~have ~~implemented~~ any ~~board~~standing audit, nominating or compensation committees, or committees performing similar functions. The Company’s Board does not have any committee as, ofprior to the ~~date~~Acquisition, ofthe ~~this~~Company ~~prospectus~~had no operating business. After the Acquisition, the Company intends to elect additional independent directors to the Board and form audit, nominating and compensation committees as soon as practicable.

~~Directors~~49

The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Although we anticipate appointing additional directors, the Company has not identified any such person or any time frame within which this may occur.

- 34 -

EXECUTIVE COMPENSATION

							Change in
						Non- Equity	Pension Value
						Incentive	and Non- Qualified
Name &				Stock	Option	Plan	Deferred	All Other
Principal		Salary	Bonus	Awards	Awards	Compensation	Compensation	Compensation	Total
Position	Year	($)	($)	($)	($)	($)	Earnings ($)	($)	($)
Benny Doro Miguel Dotres.,	2015 20	-	-	-	-	-	-	-	-
President and Director	2016	-	-	-	-	-	-	-	-
Bob Bubeck Secretary	2015	-	-	-	-	-	-	-	-
	2016	-	-	-	-	-	-	-	-
Margret M McLaughlin	2015	-	-	-	-	-	-	-	-
Treasurer	2016	-	-	-	-	-	-	-	-
Miguel Dotres	2015	-	-	-	-	-	-	-	-
Vice President and Director	2016	-	-	-	-	-	-	-	-

The following table sets forth all compensation paid in respect of Monster’s principal executive officers and those individuals who are significant employees or received compensation in excess of $100,000 per year for 2016 and 2017.

DIRECTORS' COMPENSATION

Name and Principal Position	Year		Salary (US$)		Bonus (US$)		Option Awards (US$)		All other compensation ⁽¹⁾ (US$)		Total (US$)

Noel Lee, Chairman and CEO⁽²⁾		2017		-		-		-		19,086		19,086
		2016		864,821		-		-		-		864,821

Fereidoun Khalilian, President, COO and Director ⁽³⁾		2017		8,015		-		-		-		8,015
		2016		-		-		-		-		-

Felix Danciu, former interim CFO and interim Managing Director ⁽⁴⁾		2017		100,000		-		-		-		100,000
		2016		-		-		-		-		-

Art Hamilton, interim CFO and Controller ⁽⁵⁾		2017		38,150		-		-		2,209		40,359
		2016		-		-		-		-		-

AJ Vadera,		2017		335,442		-		-		7,500		342,942
Former CFO ⁽⁶⁾		2016		476,282		100,000		-		-		576,282

Gerardo Lopez, Vice President of Products Operations - Global Supply Chain		2017		240,630		-		-		30,278		270,908
		2016		241,577		-		-		-		241,577

Our directors are not entitled to receive compensation for services rendered to Atlantic Acquisition Inc., or for any meeting attended. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

	⁽¹⁾	Represents health benefits and the Company’s contribution to the employee’s 401(k).
	⁽²⁾	Because Mr. Noel Lee through entities controlled by him provided large amounts of credit to fund the Company’s operations in 2017, Mr. Lee decided not to have the Company or its subsidiaries pay him compensations in 2017.
	⁽³⁾	Mr. Khalilian started his service at the Company in January 2017.
	⁽⁴⁾	Mr. Danciu started his service at the Company in November 2017 and was terminated in March 2018.
	⁽⁵⁾	Mr. Hamilton commenced working at the Company in November 2017.
	⁽⁶⁾	Mr. Vadera was terminated in August 2017.

~~EMPLOYMENT CONTRACTS AND OFFICERS'~~The Company ~~COMPENSATION~~anticipates entering into an employment agreement with Mr. Fereidoun Khalilian in the near future.

We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement may be executed. We do not currently have plans to pay any compensation until such time as the Company maintains a positive cash flow.50

~~STOCK OPTION PLAN~~Outstanding Equity ~~AND~~Awards ~~OTHER~~at ~~LONG-TERM INCENTIVE~~Fiscal ~~PLAN~~Year-End

~~Atlantic~~the Company had no outstanding equity awards or equity compensation plan as of March 25, 2018. Effective as of the closing of the Reverse Acquisition on April 12, 2018, there are no share of Monster, Inc. ~~currently~~or ~~does~~unit of Monster, LLC outstanding but unvested. We do not have ~~existing~~any outstanding equity incentive plan to issue options or warrants ~~proposed~~to ~~option~~purchase common shares of Monster, Inc. or ~~SAR~~units ~~grants~~of membership interest in Monster, LLC.

-The following 35table -sets forth outstanding equity awards to Monster’s named executive officers as of December 31, 2017.

Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option awards Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price (US$)		Option expiration date
Noe Noel Lee		0		0		0	$	0		-
Fereidoun Khalilian ⁽¹⁾		0		0		0		0		-
FelixFelix Danciu ⁽²⁾		0		0		0		0		-
Art Hamilton ⁽³⁾		0		0		0		0		-
AJ VAJ Vadera ⁽⁴⁾		0		0		0		0		-
Gerardo Lopez		0		0		0		0		-

	⁽¹⁾	Mr. Khalilian started his service at the Company in January 2017.
	⁽²⁾	Mr. Danciu started his service at the Company in November 2017 and was terminated in March 2018.
	⁽³⁾	Mr. Hamilton commenced working at the Company in November 2017.
	⁽⁴⁾	Mr. Vadera’s employment with the Company was terminated in August 2017.

Director Compensation

None of the Company’s directors received any compensation for services as directors for the Company before or after the Reverse Acquisition during the fiscal years of 2016 and 2017.

Director Independence

Noel Lee and Fereidoun Khalilian are our current directors and neither is independent as defined under the Nasdaq Marketplace Rules.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

THE OFFERING OF MMNY TOKENS

We intend to “mint” MMNY Tokens as the fungible currency to be used on the Monster Money Network when and as it is in operation. The Company will accept investment for MMNY Tokens within two days following the Effective Date of this Prospectus. The 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. We reserve the right to accept or decline investment in this Offering or postpone the termination date of this ICO of our MMNY Tokens. We will not commence this Offering until the Effective Date.

We intend to offer 300 million MMNY Tokens to the investors in this Offering to raise the Maximum Offering Amount of $300 million. If we fail to raise the Maximum Offering Amount, we may use other avenues to raise funds to implement the plan of operations of the Company. However, we cannot provide any assurance that we will be able to execute our business plan in a timely manner or at all in the future.

In the event of the ICO Failure, each investor of MMNY Tokens shall have the right to convert his or her MMNY Tokens purchased pursuant to this Prospectus to the Company’s Common Stock registered herein at 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, on or after June 30, 2020 because either this registration statement is not declared effective by the SEC or MMNY Tokens are not approved for trading on such exchange market; or ii) MMNY Tokens shall have ceased trading on June 30, 2020 due to legal or administrative enforcement actions by the SEC, the CFTC, or any other government authorities. ICO refers to this Initial Coin Offering of MMNY Tokens.

Future MMNY Token Supply

The total number of MMNY Tokens is fixed at 500,000,000. In this Offering, we plan to issue up to 300,000,000 MMNY Tokens to the investors who purchase our Tokens pursuant to this prospectus at a per Token price of $1.00. Simultaneously with the issuance of MMNY Tokens to the investors in this Offering, there will be a total of 200,000,000 MMNY Tokens minted and stored in a wallet belonged to the Company for future issuance in the sole discretion of the Board of Directors. Following the launch of the Monster Money Network and the issuance of MMNY Tokens, the Board of Directors will consider the performance of and the need to motivate and award our developers, advisors, contributors and partners and gradually supply and release part of the 200,000,000 MMNY Tokens thereto.

In addition, we estimate the total number of MMNY Tokens may decrease due to holders losing the addresses or private keys to their MMNY Wallets and other forms of attrition.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of the date of filing of this ~~offering~~report, with respect to the beneficial ownership of ~~our~~the outstanding common stock by ~~all~~(i) ~~persons~~any ~~known~~holder ~~to us to be beneficial owners~~ of more than five (5%) ofpercent; ~~any~~(ii) ~~such~~each ~~outstanding~~of ~~classes,~~the ~~and~~Company’s byexecutive ~~each director~~ officers and ~~executive~~directors; ~~officer,~~ and by(iii) ~~all~~the ~~officers~~Company’s directors and ~~directors~~executive officers as a group. ~~Unless~~Except as otherwise ~~specified~~indicated, each of the ~~named~~stockholders ~~beneficial~~listed ~~owner~~below has, ~~to our knowledge, either~~ sole ~~or majority~~ voting and investment power over the shares beneficially owned.

	No. Of Shares		Percentage of Shares	No. of Shares		Percentage of Shares
	Common Stock			Percentage of			Series A Preferred			Percentage of
Name	Before Offering		Before Offering	After Offering		After Offering
Name of Beneficial Owner (1)	Beneficially Owned			Common Stock (2)			Stock Beneficially owned			Series A Preferred Stock
Miguel Dotres	5,000,000		25%	0		0%
Directors and Officers:
Benny Doro	5,000,000		25%	0		0%
Noel Lee		253,337,690	(3)		80.17	%		10,007,981	(4)		100	%
Bob Bubeck	5,000,000		25%	0		0%
Fereidoun Khalilian		38,163,234			12.08	%
Margret M. McLaughlin	5,000,000		25%	0		0%
Art Hamilton		-
All officers and directors as a group	20,000,000		100%	0		0%
All officers and directors as a group (3 persons)		291,500,924			92.25	%		10,007,981			100	%
Beneficial owners of more than 5%:
As listed above

~~Footnotes~~* Less than 1%

(1) The address of the executive officers and directors is c/o Atlantic Acquisition, Inc 15321 NW 60th Ave. Suite 109 Miami Lakes, FL 33014.

	⁽¹⁾	Except as otherwise indicated, the address of each beneficial owner is c/o Monster, Inc., 601 Gateway Blvd., Suite 900, South San Francisco, CA 94080.
	⁽²⁾	Applicable percentage ownership is based on 316,000,000 shares of common stock outstanding upon closing of the Reverse Acquisition. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 26, 2018 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
	⁽³⁾	Held by Lee Living Trust.
	⁽⁴⁾	Held by NL Finance Co, LLC and Noel Lee Living Trust, both of which are beneficially owned by Noel Lee.

~~(2)~~CERTAIN RELATIONSHIPS AsAND ~~used~~RELATED inPARTY this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).TRANSACTIONS

~~(3)~~Certain Relationships ~~Assumes the sale of the maximum amount of this offering (1,000,000 shares of common stock newly issued~~ and ~~the~~Related ~~sale of 20,000,000 shares held by Miguel Dotres, Benny Doro, Margret M. Lauglin, and Bob Bubeck). The aggregate amount of shares to be issued and outstanding after the offering is 21,000,000.~~Transactions

~~CERTAIN~~Related Party ~~RELATIONSHIPS AND RELATED TRANSACTIONS~~Receivable

~~On or about~~ At December 2931, ~~2015,~~2017 ~~Miguel Dotres, Benny Doro, Margret M Laughlin~~ and ~~Bob Bubeck~~2016, ~~paid for expenses involved with~~ the ~~incorporation~~Company ofhad ~~Atlantic~~a ~~Acquisition~~loan ~~Inc.~~receivable ~~with~~in ~~personal~~the ~~funds~~amount ~~on behalf~~ of ~~Atlantic Acquisition Inc~~$1.,9 inmillion ~~exchange~~and ~~for 5,000,000 shares of common stock each, par value~~ $02.~~0001~~0 ~~per~~million, ~~share~~respectively, ~~which issuance was exempt~~ from a ~~the~~relative ~~registration provisions~~ of ~~Section~~the 5majority ofshareholder. ~~the~~This ~~Securities~~loan ~~Act~~does ~~under~~not ~~Section~~bear ~~4(2)~~interest ofor ~~the~~have ~~Securities~~a ~~Act~~maturity date.

~~The~~Related Party ~~price~~Notes of the common stock issued was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, the Company was recently formed or in the process of being formed and possessed no assets.Payable

-At December 3631, -2017, the Company had collateralized notes payable to shareholders totaling $100.5 million. At December 31, 2017, accrued interest on these notes amounted to $10.7 million, of which $10.6 million was included in accrued liabilities and $0.04 million was included in other liabilities. At December 31, 2016, the Company had collateralized notes payable to shareholders totaling $70.3 million. At December 31, 2016, accrued interest on these notes amounted to $7.4 million, of which $1.7 million was included in accrued liabilities and $5,778,011 was included in other liabilities. These notes payable bear interest at between 4.00% to 6.00% per annum, and mature between February 28, 2018 and April 30, 2020. Interest expense under notes payable to shareholders was $3.7 million and $3.1 million in 2017 and 2016, respectively. The Company is in the process of extending the notes payable owed to the shareholders that expired as of the date of this prospectus.

~~Miguel~~On April ~~Dotres~~12, ~~our~~2018, ~~vice~~the ~~president~~Company issued an aggregate of 10,007,981 shares of Series A Convertible Preferred Stock to NL Finance Co, LLC and ~~director~~Noel Lee Living Trust dated November 28, ~~Benny~~1998, ~~Doro~~two noteholders under common control of Mr. Noel Lee in exchange for the conversion of approximately $92,573,824 ~~our~~of ~~president~~the ~~and~~notes ~~director~~owed by Monster, ~~Bub~~LLC ~~Bubeck~~to the two noteholders. Such shares of Series A Convertible Preferred Stock shall not be convertible into the Company’s common stock until twenty-four (24) months after April 12, ~~our~~2018 (the ~~secretary~~“Issuance Date”) and ~~director~~when convertible, ~~and~~may ~~Margret~~be Mconverted to common stock of the Company in the sole discretion of the noteholders at the lower of $4.00 ~~McLaughlin~~per share (the “Conversion Price”), ~~our~~or ~~treasurer~~(i) ~~and~~the ~~director~~volume weighted average price (“VWAP”) for a period of twenty (20) trading days prior to conversion or (ii) if there is no active trading market for the Company’s Common Stock, ~~are~~then the ~~only~~Fair ~~promoters~~Market Value (the “FMV”) of the Company’s per share price of common stock .

~~REPORTS TO SECURITY HOLDERS~~52

~~1. After~~DESCRIPTION OF ~~this~~SECURITIES ~~offering,~~AND ~~Atlantic~~MMNY ~~will~~TOKENS ~~furnish~~BEING ~~shareholders with audited annual financial reports certified by independent accountants, and may, in its discretion, furnish unaudited quarterly financial reports.~~OFFERED

~~2. After~~The Company’s ~~this~~authorized ~~offering~~capital stock consists of 800,000,000 ~~Atlantic~~shares ~~will~~of ~~file~~common ~~periodic~~stock, ~~and~~par ~~current~~value ~~reports~~of ~~with~~$0.001 ~~the~~per ~~Securities~~share, and ~~Exchange~~25,000,000 shares ~~Commission~~of aspreferred ~~required~~stock, topar ~~maintain~~value $0.001 per share. As of the ~~fully~~date ~~reporting~~of ~~status.~~the ~~The~~filing ~~Company~~of ~~intends~~this toprospectus, ~~file~~there ~~Form~~are ~~8-K~~316,000,000 shares ~~upon~~of ~~effectiveness~~the Company’s common stock and 10,007,981 shares of ~~this~~preferred ~~registration~~stock issued and outstanding.

3Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. ~~The~~ ~~public~~Holders of ~~may~~common ~~read~~stock ~~and~~do ~~copy~~not ~~any~~have ~~materials~~cumulative ~~Atlantic~~voting ~~files~~rights. ~~with~~Therefore, holders of a majority of the ~~SEC~~shares atof common stock voting for the ~~SEC's~~election ~~Public~~of ~~Reference~~directors ~~Room~~can atelect ~~100~~all Fof ~~Street,~~the Ndirectors.E. ~~Washington~~Holders ~~D.C.~~of ~~20549.~~the ~~The~~Company’s ~~public~~common ~~may~~stock ~~obtain~~representing ~~information~~a onmajority of the ~~operation~~voting power of the ~~Public~~Company’s ~~Reference~~capital ~~Room~~stock issued, outstanding and entitled to vote, represented in person or by proxy, ~~calling~~are ~~the~~necessary ~~SEC~~to constitute a quorum at ~~1-800-SEC-0330~~any meeting of stockholders. ~~Atlantic's~~A ~~SEC~~vote ~~filings~~by ~~will~~the ~~also~~holders beof ~~available~~a onmajority of the ~~SEC'~~Company’s outstanding ~~Internet~~shares ~~site.~~is ~~The~~required ~~address~~to ofeffectuate ~~that~~certain ~~site~~fundamental ~~is:~~corporate ~~http://www~~changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.~~sec.gov.~~

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

The Company’s articles of incorporation authorize the issuance of 25,000,000 shares of preferred stock, par value $0.001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders. On April 11, 2018, the Board of Directors of the Company issued resolutions, among other things, authorizing the Company to designate 10,007,981 shares of preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock shall be entitled to participate in dividends without cumulative rights only when the Board of Directors of the Company declares dividends on common stock of the Company in compliance with the laws of Nevada and articles of incorporation and bylaws of the Company. Series A Preferred Stock shall not be entitled to any liquidation preference in the event of liquidation, dissolution or winding up of the Company, voluntarily or involuntarily. Such shares of Series A Convertible Preferred Stock shall not be convertible into the Company’s common stock until twenty-four (24) months after April 12, 2018 (the “Issuance Date”) and when convertible, may be converted in the sole discretion of the noteholders at the lower of $4.00 per share (the “Conversion Price”), or (i) the volume weighted average price (“VWAP”) for a period of twenty (20) trading days prior to conversion or (ii) if there is no active trading market for the Company’s Common Stock, then the Fair Market Value (the “FMV”) of the Company’s per share price of common stock .

We intend to engage a Transfer Agent to keep records of our common stock. ____ will automatically keep records of MMNY Tokens held by each person.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

~~The~~Neither our ~~Securities~~Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and ~~Exchange~~agents ~~Commission's~~to ~~Policy~~the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on ~~Indemnification~~the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

~~Insofar~~NRS 78.7502(1) asprovides ~~indemnification~~that ~~for~~a ~~liabilities~~corporation ~~arising~~may ~~under~~indemnify ~~the~~any ~~Securities~~person ~~Act~~who ofwas ~~1933~~or ~~may~~is bea ~~permitted~~party toor ~~directors,~~is ~~officers,~~threatened ~~and~~to ~~controlling~~be ~~persons~~made ofa ~~the~~party ~~company pursuant~~ to any threatened, ~~provisions~~pending ~~contained~~or incompleted ~~its~~action, ~~Articles~~suit ofor ~~Incorporation~~proceeding, ~~Bylaws~~whether civil, ~~or otherwise~~criminal, ~~Atlantic~~administrative ~~Acquisition~~or ~~Inc.~~investigative, ~~has~~except an ~~been~~action ~~advised~~by ~~that,~~or in the ~~opinion~~right of the ~~Securities and Exchange Commission~~corporation, ~~such~~by ~~indemnification~~reason isof ~~against~~the ~~public~~fact ~~policy~~that ashe ~~expressed~~is inor ~~the~~was ~~Act~~a ~~and is~~director, ~~therefore~~officer, ~~unenforceable.~~employee Inor agent of the ~~event~~corporation, ~~that~~or ais ~~claim~~or ~~for~~was ~~indemnification~~serving ~~against~~at ~~such~~the ~~liabilities~~request ~~(other~~of ~~than~~ the ~~payment~~corporation byas ~~Atlantic~~a ofdirector, ~~expenses~~officer, ~~incurred~~employee or ~~paid~~agent byof aanother corporation, ~~director~~partnership, ~~officer~~joint orventure, ~~controlling~~trust ~~person~~or ofother ~~Atlantic~~enterprise, inagainst ~~the~~expenses, ~~successful~~including ~~defense~~attorneys’ offees, ~~any action~~judgments, fines ~~suit~~and oramounts ~~proceeding)~~paid isin ~~asserted~~settlement ~~by such~~actually ~~director,~~and ~~officer~~reasonably orincurred ~~controlling~~by ~~person~~him in connection with the ~~securities being registered~~action, ~~Atlantic~~suit ~~will,~~or ~~unless~~proceeding if inhe: ~~the~~(a) ~~opinion~~is ofnot ~~Atlantic~~liable ~~legal~~pursuant ~~counsel~~to ~~the~~NRS ~~matter~~78.138; ~~has~~or ~~been~~(b) ~~settled~~acted byin ~~controlling~~good ~~precedent,~~faith ~~submit~~and toin a ~~court~~manner ofwhich ~~appropriate~~he ~~jurisdiction~~reasonably ~~the~~believed ~~question~~to ~~whether~~be in ~~indemnification~~or isnot ~~against~~opposed ~~public~~to ~~policy~~the asbest ~~expressed~~interests inof the ~~Act~~corporation, and, ~~will~~with berespect ~~governed~~to byany ~~the~~criminal ~~final~~action ~~adjudication~~or ofproceeding, ~~such~~had ~~issue~~no reasonable cause to believe his conduct was unlawful.

-NRS Section 3778.7502(2) -provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

~~FINANCIAL~~NRS Section ~~STATEMENTS~~78.747 ~~AND~~provides ~~EXHIBITS~~that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

~~Atlantic~~Insofar as ~~Acquisition~~indemnification ~~Inc~~for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ~~Index~~In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to ~~Financial~~a ~~Statements~~court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet as of March 31, 2016	F-3
Statement of Operations for the period December 29, 2015 (inception) to March 31, 2016	F-4
Statement of Changes in Stockholders (Deficit) for the period December 29, 2015 (inception) to March 31, 2016	F-5
Statement of Cash Flows for the period December 29, 2015 (inception) to March 31, 2016	F-6
Notes to Financial Statements	F-7 - F-10

The Company’s bylaws provide that the amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~54

ToPLAN OF ~~the Board of Directors Atlantic Acquisition Inc. Miami Lakes, Florida~~DISTRIBUTION

We are ~~have~~offering ~~audited~~a ~~the~~maximum ~~accompanying balance sheet~~ of ~~Atlantic~~300,000,000 ~~Acquisition~~Monster ~~Inc.~~Money (~~the "Company"~~“MMNY”) asTokens ofat ~~March~~a ~~31,~~price ~~2016 and the related statements~~ of ~~operations,~~$1.00 ~~changes~~per inToken ~~stockholders' deficit and cash flows~~ for ~~the~~gross ~~period~~proceeds of ~~from December 29~~$300, ~~2015 (inception) through March 31~~000,000, ~~2016.~~before ~~These~~deduction ~~financial statements are the responsibility~~ of ~~the~~commissions, ~~Company's~~if ~~management.~~applicable, ~~Our~~and ~~responsibility~~offering ~~is to express an opinion on these financial statements based on our audit~~expenses.

WeThere is ~~conducted~~no ~~our~~minimum ~~audit~~offering inamount ~~accordance~~required ~~with~~as ~~standards~~a ofcondition ~~the~~to ~~Public~~closing ~~Company~~in ~~Accounting~~this ~~Oversight~~offering, ~~Board (United States). Those standards require that we plan~~ and ~~perform~~as ~~the~~a ~~audit~~result, ~~to obtain reasonable assurance about whether~~ the ~~financial~~actual ~~statements~~public ~~are~~offering amount, ~~free~~any ofplacement ~~material~~agent ~~misstatement.~~fees, ~~The~~and ~~Company~~proceeds ~~is not required~~ to ~~have~~us, ~~nor~~if ~~were we engaged to perform~~any, anare ~~audit~~not ofpresently ~~its~~determinable ~~internal~~and ~~control~~may ~~over~~be ~~financial~~substantially ~~reporting.~~less ~~Our~~than the ~~audit~~total ~~includes~~Maximum ~~consideration~~Offering ofAmount. ~~internal~~This ~~control~~offering ~~over~~will ~~financial~~terminate ~~reporting~~on asthe aearlier ~~basis~~of ~~for~~(i) ~~designing~~one ~~audit~~year ~~procedures~~from ~~that~~the ~~are~~Effective ~~appropriate~~Date; in(ii) the date ~~circumstances,~~on ~~but~~which ~~not for~~ the ~~purpose~~Maximum ofOffering ~~expressing~~Amount anis ~~opinion~~sold, onor (iii) the ~~effectiveness~~date ofthat the ~~Company's~~Offering ~~internal~~is ~~control~~earlier ~~over~~terminated ~~financial~~by ~~reporting. Accordingly~~us, wein ~~express~~our ~~no such opinion~~sole discretion. AnAny ~~audit~~and ~~includes~~all ~~examining,~~funds onfor ~~a test basis, evidence supporting~~ the ~~amounts~~Tokens ~~and~~purchased ~~disclosures~~ in the ~~financial~~offering ~~statements.~~will Anbe ~~audit~~transmitted ~~also includes assessing~~ the ~~accounting~~applicable ~~principles~~Escrow ~~used~~Accounts and released ~~significant~~to ~~estimates~~us ~~made~~upon bythe ~~management,~~termination asof ~~well as evaluating~~ the ~~overall financial statement presentation~~Offering. ~~We believe that our audit provides a reasonable basis for our opinion.~~

In determining ~~our~~the ~~opinion,~~offering ~~the~~price ~~financial~~of ~~statements~~the ~~referred~~MMNY toTokens ~~above~~and ~~present~~the ~~fairly~~Conversion Rate, inwe ~~all~~have ~~material~~considered ~~respects~~a number of factors including, but not limited to, the ~~financial~~target ~~position~~price of ~~the~~our ~~Company~~Common Stock, asthe illiquidity and volatility of ~~March~~our ~~31,~~Common ~~2016~~Stock and ~~the~~MMNY ~~results~~Tokens, ofour current ~~its~~financial ~~operations~~condition and ~~its~~the prospects for our future cash flows ~~for~~and ~~the~~earnings, ~~period~~and ~~from~~market ~~December~~and ~~29,~~economic ~~2015~~conditions ~~(inception)~~at ~~through~~the time ~~March~~of ~~31,~~the ~~2016~~Offering. inThe ~~conformity~~offering ~~with~~price ~~accounting~~for ~~principles~~the ~~generally~~MMNY ~~accepted~~Tokens inand the ~~United~~Conversion ~~States~~Rate to Common Stock will remain fixed for the duration of ~~America~~the Offering.

~~The~~This is ~~accompanying~~a ~~financial~~self-underwritten ~~statements~~offering. ~~have~~This ~~been~~prospectus ~~prepared~~is ~~assuming~~part of a registration statement that ~~the~~permits ~~Company~~our ~~will~~officers ~~continue~~and asdirectors ato sell ~~going~~the ~~concern.~~shares Asdirectly ~~discussed~~the inpublic ~~Note~~with 2no commission or other remuneration payable to ~~the~~him ~~financial~~for ~~statements,~~any ~~the~~shares ~~Company~~that ~~has~~are ~~suffered~~sold aby ~~net~~him. We ~~loss,~~may ~~does~~also ~~not~~engage ~~have~~registered ~~cash~~broker-dealers to offer and nosell ~~material~~the ~~assets~~shares (collectively, ~~nor~~the ~~does~~“Selling itAgents”). ~~have~~We may ~~operations~~pay orany such Selling Agents who make such sales a ~~source~~commission of ~~revenue~~up ~~sufficient~~ to ~~cover~~8% ~~its~~of ~~operation~~the ~~which~~aggregate ~~raises substantial~~purchase ~~doubt~~price ~~about~~of ~~its~~MMNY ~~ability~~Tokens tosold in ~~continue~~this asoffering aby ~~going~~them ~~concern.~~in ~~Management's~~cash, ~~plans~~MMNY ~~regarding~~Tokens, ~~those~~or ~~matters~~a ~~also~~combination ~~are~~thereof ~~described~~with inequivalent ~~Note 2~~value. ~~The~~However, ~~financial~~we ~~statements~~have do not ~~include~~ entered into any ~~adjustments~~underwriting ~~that~~agreement, ~~might~~arrangement ~~result~~or ~~from~~understanding for the ~~outcome~~sale of ~~this~~the ~~uncertainty~~MMNY Tokens being offered.

~~/s/~~This Offering ~~Anton~~is &intended ~~Chia~~to be made solely by the delivery of this prospectus and the accompanying subscription agreement to prospective investors. We may terminate this offering prior to the expiration date. Our officers and directors will sell the MMNY tokens and shares and intend to offer them to friends, ~~LLP~~family members and business acquaintances. In offering the securities 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.

~~Newport~~Rule 3a4-1 ~~Beach,~~sets CAforth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. Those conditions are as follows:

~~May~~a. Our 26officers and directors are not subject to a statutory disqualification, ~~2016~~as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and

b. Our officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

c. Our officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and

d. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act of 1934, as amended, in that they (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) and (a)(4)(iii).

Our officers, directors, control persons and affiliates may purchase MMNY Tokens in this Offering.

Investors interested in subscribing for MMNY 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 being purchased to the Company in immediately available funds in the form of U.S. dollars or Ethers. If the funds are in U.S. dollars, the investors may wire the funds using the wire transfer instructions provided in the subscription agreement. If the funds are Ethers, the investors may send the funds to the Escrow Agent’s Wallet, the address of which is provided in the subscription agreement. Promptly following the receipt of subscription proceeds from the investor, the Company will deliver to the investor MMNY Tokens purchased by such investor to the public address of such investor’s Monster Money Wallet. As a result, upon execution of the subscription agreement by the subscriber and acceptance by the Company such subscription is irrevocable.

The following table shows the per Token and total Selling Agents’ fees that would be paid if Selling Agents sell the Maximum Offering Amount. The Company will not pay commission for any amounts not sold by Selling Agents.

Placement agents’ fees per MMNY Token		$
Maximum Offering Amount total selling agents’ fees		$

Any Selling Agent engaged by us will only be paid a commission based on the Tokens sold by such Agent. Because there cannot be any assurance that the Maximum Offering Amount will be sold in this offering or how much of the amount of the securities offered will be sold by any Selling Agents, the actual total offering commissions, if any, are not presently determinable and may be substantially less than the maximum amount set forth above.

Our obligations to issue and sell the MMNY Tokens to the purchasers is subject to the conditions set forth in the subscription agreement, which may be waived by us at our discretion. A purchaser’s obligation to purchase MMNY Tokens is subject to the conditions set forth in the subscription agreement as well, which may also be waived.

We estimate the total offering expenses in this offering that will be payable by us, excluding the selling agents’ fees, will be approximately $___________ which include legal, accounting and printing costs, various other fees and reimbursement of the placement agents’ expenses.

The foregoing does not purport to be a complete statement of the terms and conditions of any selling agent agreement we may enter into and the subscription agreement. A form of subscription agreement with investors is included as exhibit to the Registration Statement of which this prospectus forms a part. A copy of the selling agent agreement will be included as an exhibit to the Registration Statement if and when available.

The Selling Agents may be deemed to be underwriters within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by them and any profit realized on the resale of the securities sold by them while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As underwriters, the Placement Agents would be required to comply with the Securities Act and the Securities Exchange Act of 1934, as amended, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act and applicable Canadian securities laws. These rules and regulations may limit the timing of purchases and sales of our Tokens by the Selling Agents acting as principal. Under these rules and regulations, the Placement Agents:

	●	may not engage in any stabilization activity in connection with our securities; and

	●	may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Other Relationships

Except as disclosed in this prospectus, we have no present arrangements with any Selling Agents for any further services.

STATE SUITABILITY STANDARDS

California

No securities shall be sold pursuant to this prospectus to residents of the State of California unless such residents have either of (i) a minimum of $65,000 gross income and net worth of $250,000, or (ii) a minimum net worth of $500,000. In either instance, an investor who is resident of the State of California shall not invest more than ten (10%) of their net worth in this offering. Net worth shall be determined exclusive of home, home furnishings and automobiles. Assets included in the computation of net worth may be valued at fair market value.

Offer restrictions outside the United States

Other than in the United States, no action has been taken by us or the Placement Agents that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

China

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

European Economic Area — Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

	(a)	to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

	(b)	to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

	(c)	to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining our prior consent or the prior consent of any Placement Agent for any such offer; or

	(d)	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation. Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

Israel

The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), or ISA, nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

Italy

The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, “CONSOB”) pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:

	●	to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and

	●	in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

	●	made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

	●	in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.

Japan

The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by us. No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Filing Compare · MONSTER PRODUCTS, INC.