UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 272, 2018 (~~May~~July 2427, 2018)

MONSTER PRODUCTS, INC.

(Exact name of registrant as specified in charter)

Nevada	333-211681	81-1736095
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

601 Gateway Blvd., Suite 900

South San Francisco, CA 94080

(Address of Principal Executive Offices) (Zip Code)

(415) 330-3479

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check ~~mart~~mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 45.0102 ~~CHANGES~~Departure INof ~~REGISTRANT’S~~Directors ~~CERTIFYING~~or ~~ACCOUNTANT~~Certain Officers; Election of Directors; Appointment of Certain Officers.

~~New~~On ~~Independent~~July ~~Registered~~27, ~~Public~~2018, ~~Accounting~~shareholders ~~Firm~~holding more than two-thirds of the voting power of the issued and outstanding shares of stock of Monster Products, Inc. (the “Company”), by written consent, voted to remove Fereidoun “Fred” Khalilian from his position as a member of the board of directors of the Company (the “Board”), effective immediately.

On ~~May~~the ~~24,~~same ~~2018~~day, the ~~board~~Board oftemporarily ~~directors~~appointed, by written consent, Kevin Lee and Ashley R. Elliott (the “~~Board~~New Directors”) to serve as members of ~~Monster~~the ~~Products~~Board, ~~Inc~~effective immediately. (There are no arrangements or understandings between the “Company”) ~~appointed~~and the ~~Adeptus~~New ~~Partners,~~Directors ~~LLC~~and ~~(“Adeptus”)~~any other persons pursuant to which the New Directors were appointed as directors of the Company’s. ~~independent~~There ~~registered~~is ~~public~~no family ~~accounting~~relationship ~~firm~~between ~~for~~Ms. Elliott and any other director or officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. K. Lee is the son of Noel Lee, who was, at the time of Mr. K. Lee’s ~~fiscal~~appointment, ~~year~~the ~~ended~~Chief ~~December~~Executive 31Officer and Chairman of the Company. The New Directors are not entitled to any compensation in connection with their appointments to the Board. There are no transactions between the Company and either of the New Directors that are reportable pursuant to Item 404(a) of Regulation S-K. The Company did not enter into or materially amend any material plan, ~~2018~~contract or arrangement with either New Director in connection with their respective appointments to serve as members of the Board.

~~During~~On the ~~fiscal~~same ~~year from its inception on December 29~~day, ~~2015 to September 30, 2016~~ and ~~the~~immediately ~~year~~following ~~ended September 30, 2017 and~~ the ~~period from~~approval ~~October~~of ~~1, 2017 through April 1, 2018,~~ the ~~Company~~Bylaw ~~did~~Amendment ~~not consult with Adeptus regarding~~ (1)as ~~the~~defined ~~application~~under ofItem ~~accounting principles~~5.03 ~~to a specified transaction, (2) the type~~ of ~~audit~~this ~~opinion~~Current ~~that might be rendered~~ Report on ~~the~~Form ~~Company’s financial statements, (3~~8-K), ~~written~~the orNew ~~oral~~Directors ~~advice~~resigned ~~provided~~from ~~that~~their ~~would~~respective bepositions anas ~~important~~members ~~factor~~of ~~considered by~~ the ~~Company in reaching a decision as to an accounting~~Board, ~~auditing~~effective ~~or financial reporting issue~~immediately, ~~or (4) any matter that was the subject of a disagreement between the Company~~leaving ~~and~~Mr. ~~its~~N. ~~predecessor~~Lee ~~auditor~~ as ~~described~~the insole ~~Item~~member ~~304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v)~~ of ~~Regulation S-K~~the Board.

On the same day, following the resignations of the New Directors, the Board, by written consent, voted to (1) remove Mr. Khalilian as President and Chief Operating Officer of the Company and from any other positions of the Company or any subsidiary of the Company, (2) remove all officers of the Company (other than Mr. N. Lee), and (3) appoint Mr. N. Lee as the President, Secretary and Treasurer of the Company, effective immediately, to serve in such positions until a successor is chosen or until Mr. N. Lee resigns or is removed. Mr. N. Lee, 69 years old, founded Monster, Inc. in 1978 and has been the Chief Executive Officer and the Chairman of the Company since March 22, 2018. There are no arrangements or understandings between the Company and Mr. N. Lee and any other person or persons pursuant to which Mr. N. Lee was appointed as the Company’s President, Secretary and Treasurer and, at the time of his appointment as the President, Secretary and Treasurer of the Company, there was no family relationship between Mr. N. Lee and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. The Company did not enter into or materially amend any material plan, contract or arrangement with Mr. N. Lee in connection with his appointment as the President, Secretary and Treasurer.

Additional information concerning Mr. N. Lee is incorporated herein by reference from the section entitled “Certain Relationships and Related Party Transactions” in the Company’s Registration Statement on Form S-1 (Registration No. 333-225241) filed on May 25, 2018.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 27, 2018, following the appointment of the New Directors, the Board, by written consent, voted to adopt an amendment to Article III, Section 1(a) of the amended and restated bylaws of the Company (the “Bylaws”) to remove the requirement that the number of directors on the Board may not be less than three unless all of the outstanding shares of stock of the Company are owned beneficially and of record by less than three stockholders (the “Bylaw Amendment”). As a result of the Bylaw Amendment, the minimum number of directors that may constitute the Board is now one.

The foregoing summary of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Bylaw Amendment

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June~~August 272, 2018

Monster Products, Inc. By: /s/ ~~Fereidoun~~Noel ~~Khalilian~~Lee Name: ~~Fereidoun~~Noel ~~Khalilian~~Lee Title: Chief ~~Operating~~Executive Officer

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