~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	~~Quarterly~~QUARTERLY ~~Report~~REPORT ~~under~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934
	For the quarterly period ended March 31, 2018
	For the quarterly period ended June 30, 2018
[ ]	~~Transition~~TRANSITION ~~Report~~REPORT ~~under~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ACT OF 1934
	For the Transition Period from ________to __________
	For the Transition Period from _______ to __________

Commission File Number: 333-211681

Monster Products, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		81-1736095
(State of other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

601 Gateway Blvd., Suite 900
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s Phone: (415) 330-3479

~~Atlantic~~Indicate ~~Acquisition~~by ~~Inc~~check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

~~15321~~Indicate NWby ~~60th~~check ~~Ave~~mark 51whether Stthe registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ~~Suite~~of ~~109~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

~~(Former Name~~Large oraccelerated ~~Former~~filer ~~Address,~~[ If] ~~Changed~~Accelerated ~~Since~~filer ~~Last~~[ ~~Report)~~] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging Growth Company [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [X]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of ~~May~~August 1531, 2018, the issuer had 317,150,001 shares of common stock issued and outstanding.

	TABLE OF CONTENTS	Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

Monster Products, Inc.

Table of Contents

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~ATLANTIC~~Monster ~~ACQUISITION~~Products, ~~INC~~Inc.

~~UNAUDITED~~Condensed ~~FINANCIAL~~Consolidated ~~STATEMENTS~~Balance Sheets

March 31, 2018

	June 30,			September 30,
(in thousands, except share and per share data)	2018			2017
	(Unaudited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,893		$	5,386
Restricted cash		502			501
Accounts receivable, net		31,951			31,729
Accounts receivable assigned		1,050			3,554
Factoring receivable		-			149
Inventories, net		10,142			8,683
Prepaid expenses and other current assets		14,427			3,501
Total current assets		60,965			53,503
Property and equipment, net		1,389			1,883
Trademarks, net		4,250			4,531
Related party receivable		1,944			2,005
Other assets		2,827			3,515
Total assets	$	71,375		$	65,437

Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable	$	8,254		$	13,221
Accrued liabilities		65,790			70,220
Notes payable to shareholders		29,382			58,465
Factoring payable		629			-
Total current liabilities		104,055			141,906
Notes payable to shareholders, non-current		4,641			21,044
Other liabilities		1,587			2,878
Total liabilities		110,283			165,828
Commitments and contingencies (Note 8)
Shareholders’ deficit
Preferred stock and additional paid-in capital, $0.001 par value, 25,000,000 shares authorized; 10,007,981 shares issued and outstanding at June 30, 2018		92,574			-
Common stock and additional paid-in capital, $0.001 par value, 800,000,000 shares authorized; 317,150,001 shares issued and outstanding at June 30, 2018; 725,374,971 shares authorized; 303,054,554 shares issued and outstanding at September 30, 2017		77,761			77,764
Accumulated deficit		(200,285	)		(169,017	)
Accumulated other comprehensive loss		(8,958	)		(9,138	)
Total shareholders’ deficit		(38,908	)		(100,391	)
Total liabilities and shareholders’ deficit	$	71,375		$	65,437

Unaudited Balance Sheets	4
Unaudited Statements of Operations	5
Unaudited Statements of Cash Flows	6
Notes to Unaudited Financial Statements	7 - 8

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Atlantic~~Monster ~~Acquisition~~Products, Inc.

~~Balance~~Condensed ~~Sheets~~Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	(Unaudited)						(Unaudited)
(in thousands, except per share data)	2018			2017			2018			2017

Net sales	$	9,159		$	13,133		$	34,873		$	60,137
Cost of sales		7,653			9,721			22,810			35,569
Gross profit		1,506			3,412			12,063			24,568
Selling, general and administrative expenses		7,159			10,558			39,482			34,523
Loss from operations		(5,653	)		(7,146	)		(27,419	)		(9,955	)
Other income (expenses)
Interest expense		(465	)		(667	)		(2,783	)		(2,328	)
Gain/(loss) from foreign currency transactions		(880	)		503			(699	)		279
Other, net		57			40			(277	)		(75	)
Loss before income taxes		(6,941	)		(7,270	)		(31,178	)		(12,079	)
Income tax expense		17			28			90			151
Net loss	$	(6,958	)	$	(7,298	)	$	(31,268	)	$	(12,230	)

Net loss per share:
Basic	$	(0.02	)	$	(0.02	)	$	(0.10	)	$	(0.04	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.10	)	$	(0.04	)

Shares used to compute net loss per share:
Basic		314,888			307,485			306,272			307,843
Diluted		314,888			307,485			306,272			307,843

	March 31, 2018			September 30, 2017
ASSETS
CURRENT ASSETS:
Cash held in escrow	$	20,000		$	20,000
Total current assets		20,000			20,000
Total assets	$	20,000		$	20,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	2,000		$	-
Related party loan		57,507			44,582
Total current liabilities		59,507			44,582
Total liabilities		59,507			44,582
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2018 and September 30, 2017		-			-
Common stock, $0.0001 par value; 175,000,000 shares authorized; 21,000,000 shares issued and outstanding as of March 31, 2018 and September 30, 2017		2,100			2,100
Additional paid in capital		19,900			19,900
Accumulated deficit		(61,507	)		(46,582	)
Total stockholders’ deficit		(39,507	)		(24,582	)
Total liabilities and stockholders’ deficit	$	20,000		$	20,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

See accompanying notes to unaudited financial statements.

~~Atlantic~~Monster ~~Acquisition~~Products, Inc.

~~Statements~~Condensed Consolidated Statements of ~~Operations~~Cash Flows

(Unaudited)

	Nine Months Ended June 30,
	(Unaudited)
(in thousands)	2018			2017

Cash flows from operating activities
Net loss	$	(31,268	)	$	(12,230	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		987			956
Loss (gain) on sale of property and equipment		(60	)		(14	)
Accounts receivable allowances and reserves		(11,427	)		(10,695	)
Cumulative translation adjustment		273			(466	)
Deferred rent obligations		-			(364	)
Changes in operating assets and liabilities
Accounts receivable		13,709			11,833
Inventories		(1,459	)		13,320
Prepaid expenses and other assets		(10,238	)		(1,215	)
Accounts payable		(4,967	)		(1,326	)
Accrued liabilities		(1,442	)		(6,903	)
Net cash used in operating activities		(45,892	)		(7,104	)

Cash flows from investing activities
Acquisition of property and equipment, net		(210	)		(742	)
Proceeds from sale of property and equipment		60			40
Acquisition of trademarks, net		(2	)		28
Change in restricted cash		(1	)		208
Net cash used in investing activities		(92	)		(423	)

Cash flows from financing activities
Repurchases of common stock		(3	)		(3	)
Borrowings under accounts receivable factoring arrangement		9,068			18,487
Borrowings under notes payable to shareholders		58,955			6,236
Repayments on accounts receivable factoring arrangement		(8,290	)		(23,190	)
Repayments on notes payable to shareholders		(16,146	)		(1,316	)
Net cash provided by financing activities		43,584			214
Effect of exchange rate changes on cash and cash equivalents		(93	)		(18	)
Net decrease in cash and cash equivalents		(2,493	)		(7,331	)

Cash and cash equivalents
Beginning of period		5,386			13,007
End of period	$	2,893		$	5,676

Supplemental disclosure of non-cash financing activities
Conversion of shareholder’s notes payable to preferred stock		92,574			-

	For the Three Months Ended March 31, 2018			For the Six Months Ended March 31, 2018			For the Three Months Ended March 31, 2017		For the Six Months Ended March 31, 2017
OPERATING EXPENSES:
General and administrative expenses	$	5,175		$	14,925		$	-	$	-
Total operating expenses		5,175			14,925			-		-
Net loss	$	(5,175	)	$	14,925		$	-	$	-
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	-	$	-
Basic and diluted weighted average common shares outstanding		21,000,000			21,000,000			20,000,000		20,000,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

See accompanying notes to unaudited financial statements.

~~Atlantic~~Monster ~~Acquisition~~Products, Inc.

~~Statements~~Notes ofto ~~Cash~~Condensed ~~Flows~~Consolidated Financial Statements

(Unaudited)

	For the Six Months Ended March 31, 2018			For the Six Months Ended March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,925	)	$	-
Adjustments to reconcile net loss to cash provided by operating activities:
Expenses paid directly by officers treated as loans		14,925			-
Changes in operating assets and liabilities
Increase (decrease) in accounts payable		-			-
Net cash used in operating activities		-			-
Net change in cash		-			-
Cash, beginning of period		20,000			-
Cash, end of period end	$	20,000		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

1.	Nature of Business and Basis of Presentation

~~See~~Nature ~~accompanying~~of ~~notes to unaudited financial statements.~~Business

On February 7, 2018, Monster, Inc., a California corporation, and Monster, LLC, a Nevada limited liability company entered into a share exchange agreement (the “Share Exchange Agreement”), with Atlantic Acquisition Inc., a Nevada corporation (“AA”). Reference is made to Item 1.01 of a Current Report on Form 8-K for a description of the Share Exchange Agreement filed by AA with the Securities and Exchange Commission (the “SEC”) on February 15, 2018 and a related acquisition transaction (the “Reverse Acquisition”).

Also on the Closing Date, AA issued an aggregate of 10,007,981 shares of Series A Convertible Preferred Stock to two noteholders under common control of the majority shareholder of the Company in exchange for the conversion of approximately $92,573,824 of the notes owed by Monster, LLC to the two noteholders. In addition, AA, pursuant to anti-dilutive provisions in the Share Exchange Agreement, issued an aggregate of 1,150,001 additional shares of common stock to original AA shareholders.

On April 30, 2018, AA filed a Certificate of Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to the Certificate of Amendment, among other things, AA changed its name from Atlantic Acquisition Inc. to Monster Products, Inc. and increased its authorized shares of common stock from 400,000,000 to 800,000,000, par value $0.001 per share. The Certificate of Amendment became effective on May 7, 2018. Reference is made to the Form 8-K filed on May 8, 2018.

Monster, Inc. and subsidiaries and Monster, LLC and subsidiaries (collectively, the “Company”) manufacture and distribute a variety of headphones and speakers; audio, video, and computer cables; connectors; power products, including surge protectors and power conditioners for computer, audio and video systems; and other consumer electronics accessories for home and commercial use. The Company sells products throughout the world, and has operations based in North America, Asia and Europe. Monster, Inc. (“INC”) is a California Subchapter S Corporation. Monster, LLC (“LLC”) is a Nevada limited liability company.

The LLC is governed by an amended and restated operating agreement (the “Operating Agreement”) between INC, several members and the managing member which sets forth the voting interests and income allocation mechanisms. The Operating Agreement names the majority member as the sole manager, who is also the majority shareholder for INC. According to the Operating Agreement, LLC’s income is allocated; first, in proportion to and to the extent of prior losses; second, to INC to the extent of its preferred returns; and the balance, in proportion to the members’ percentage interests. The LLC’s losses are allocated; first, in proportion and to the extent of, the income allocated to members to the extent and not previously reversed; second, to the members in proportion to, and to the extent of, their respective positive capital account balances remaining after any allocations under first; and the balance, to the members based on their percentage interests.

~~Atlantic~~Monster ~~Acquisition~~Products, Inc.

Notes to ~~Unaudited~~Condensed Consolidated Financial Statements

~~March 31, 2018~~(Unaudited)

~~Note~~Basis ~~1 - Nature~~ of ~~Business~~Presentation

~~Monster~~The accompanying unaudited condensed consolidated financial statements of Monster Products, Inc. (~~formerly~~the ~~known~~“Company” asor ~~Atlantic~~“Monster”) have ~~Acquisition,~~been ~~Inc~~prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, ~~and~~they ~~referred~~do tonot ~~herein~~include asall of the ~~Company)~~information ~~was~~and ~~incorporated~~footnotes ~~under~~required ~~the~~by U.S. GAAP for complete financial ~~laws~~statements. ofThe condensed consolidated financial statements, in the ~~State~~opinion of ~~Nevada~~management, onreflect ~~December~~all 29adjustments, ~~2015~~including normal ~~with~~recurring ~~the~~accruals, ~~principal~~considered ~~business~~necessary ~~objective~~for a fair presentation of ~~merging~~the ~~with~~Company’s orfinancial ~~being~~statements, ~~acquired~~but byare ~~another~~not ~~entity~~necessarily ~~and~~indicative isof ~~therefore~~the aresults ~~blank~~that ~~check~~may ~~company~~be expected for the year ending September 30, 2018, or any future period.

The ~~Company~~information ~~has~~included ~~elected~~in athis ~~fiscal~~Quarterly ~~year~~Report ~~end~~on ofForm ~~September~~10-Q 30(“Report”) should be read in conjunction with the Super 8-K.

~~Note~~The 2preparation –of ~~Going~~the ~~Concern~~financial statements and related disclosures in accordance with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ materially from those estimates under different assumptions or conditions.

~~The~~Presentation ~~Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization~~ of ~~assets~~Condensed ~~and~~Consolidated ~~the~~Financial ~~liquidation~~Statements ofPost ~~liabilities~~Reverse in the normal course of business. For the period March 31, 2018 the company has a net loss and an accumulated deficit. Currently, the Company has minimal 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, or merge with an operating company. 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.Acquisition

~~Note~~Pursuant 3to –ASC ~~Basis~~805-40-45-1 and 45-2, condensed consolidated financial statements following a reverse acquisition are issued under the name of ~~Presentation~~the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those condensed consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The condensed consolidated financial statements reflect all of the following: (a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; (b) the assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 “business combinations”; (c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; (d) the amount recognized as issued equity interests in the condensed consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree) determined in accordance with the guidance in this topic applicable to business combinations. However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination.

~~The~~Accordingly, ~~accompanying~~the ~~unaudited~~equity ~~interim~~structure ~~financial~~of ~~statements~~the ~~have~~legal ~~been~~subsidiary ~~prepared~~(the ~~in accordance with~~ accounting ~~principles generally accepted in the United States of America (“GAAP”~~acquirer) ~~for~~is ~~interim~~restated ~~financial~~using ~~information and with~~ the ~~rules~~exchange ~~and~~ratio ~~regulations~~established ofin the ~~U.S.~~acquisition ~~Securities~~agreement ~~and~~to ~~Exchange~~reflect ~~Commission~~the ~~(“SEC”).~~number ~~Accordingly,~~of ~~these~~shares ~~condensed financial statements do not include all~~ of the ~~information~~legal ~~and~~parent ~~footnotes required for audited annual financial statements. In~~ (the ~~opinion~~accounting ~~of management, all adjustments (consisting of normal recurring accruals~~acquiree) ~~considered~~issued ~~necessary~~in ~~to make~~ the ~~financial~~reverse ~~statements not misleading have been included.~~acquisition ~~The~~pre-combination ~~balance~~carrying ~~sheet~~amounts atof ~~March~~retained ~~31,~~earnings ~~2018,~~and ~~has~~other ~~been~~equity ~~derived~~interests ~~from~~as ~~the~~discussed ~~Company’s~~in ~~audited~~ASC ~~financial~~805-40-25-2 ~~statements~~and ~~as of that date~~805-40-30-3.

The unaudited financial statements included herein should be read in conjunction with the audited financial statements and the notes thereto that are included in the Company’s Annual Report, on Form 10-K for the year ended September 30, 2017, that was filed with the SEC on December 21, 2017. The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the results to be expected for the full year.

Note 4 - Related Party Transactions

During the three months ended March 31, 2018, the Company’s officers paid for $5,175 of general and administrative expenses on behalf of the Company. These payments have been recorded as loans from officers.

As of March 31, 2018, the four officers loaned the Company $57,507 in total. The loans are unsecured, without interest and payable on demand.

This Company’s office was provided rent free by an officer of the corporation and without any lease expiration date.

Note 5—Subsequent Events

On February 13, 2018, Monster, Inc., a California corporation, and Monster, LLC, a Nevada limited liability company entered into a share exchange agreement (the “Share Exchange Agreement”), with Atlantic Acquisition Inc., a Nevada corporation (“AA”).

Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC was treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. At the time of the Reverse Acquisition, AA was not engaged in any active business. Reference is made to Form 8-K filed on April 16, 2018 (the “Super 8-K”). 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 currently owned in Monster, Inc. and Monster, LLC to AA, which interest constituted 100% of all of the issued and outstanding ownership interests in the Monster Entities. In consideration for the acquisition of 100% of the Monster Entities, AA issued 300,000,000 shares of its common stock to the current stockholders of Monster Entities pro rata in the respective amounts set forth in the Share Exchange Agreement and an aggregate of 5,000,000 shares held by AA insiders was cancelled. Prior to the closing of the Share Exchange Agreement, the Company was a shell Company with minimal operations. Monster, 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.

On April 12, 2018, AA issued an aggregate of 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 AA’s common stock until twenty-four (24) months after 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.

On May 7, 2018, AA filed a Certificate of Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to the Certificate of Amendment, among other things, AA changed its name from Atlantic Acquisition Inc. to Monster Products, Inc. and increased its authorized shares of common stock from 400,000,000 to 800,000,000, par value $0.001 per share. The Certificate of Amendment became effective on May 7, 2018. Reference is made to Form 8-K filed on May 8, 2018.

~~Below~~Monster ~~are the pro-forma consolidated financials as of March 31~~Products, ~~2018 as if the acquisition closed as of March 31, 2008:~~Inc.

	Monster Consolidated			Atlantic Acquisition Inc.			Adjustments			Pro-Forma Consolidated			Notes
Assets
Current assets
Cash and cash equivalents	$	6,546,443		$	20,000					$	6,566,443
Restricted cash		501,346									501,346
Accounts receivable, net		29,642,471									29,642,471
Accounts receivable assigned		2,829,539									2,829,539
Inventories, net		10,338,432									10,338,432
Prepaid expenses and other current assets		17,302,869									17,302,869
Total current assets		67,161,100			20,000						67,181,100
Property and equipment, net		1,549,839									1,549,839
Trademarks, net		4,357,466									4,357,466
Related party receivable		1,943,594									1,943,594
Total assets	$	75,011,999		$	20,000		$	-		$	75,031,999
Liabilities and Shareholders’/Members’ Deficit
Current liabilities
Accounts payable	$	12,319,991		$	2,000					$	12,321,991
Accrued liabilities		66,661,222						(3,589,084	)		63,072,138		(3)
Notes payable to shareholders		70,710,409			52,332			(41,328,409	)		29,434,332		(3)
Factoring payable		463,628									463,628
Total current liabilities		150,155,250			54,332			(44,917,493	)		105,292,089
Notes payable to shareholders, non-current		47,358,767						(46,969,753	)		389,014
Other liabilities		2,399,128						(686,578	)		1,712,550
Total liabilities		199,913,145			54,332			(92,573,824	)		107,393,653
Commitments and Contingencies (Note 8)
Shareholders’/members’ equity (deficit)
Common stock; no par value		30,470						(30,470	)		-		(1)(2)
Common stock; $0.0001 par value					2,100			(2,100	)		-		(1)(2)
Common stock; $0.001 par value								317,150			317,150		(1)(2)
Preferred stock; $0.001 par value								10,008			10,008		(3)
Additional paid-in capital		73,609,441			19,900			96,400,610			170,029,951		(1)(2)
Members’ equity		4,121,374						(4,121,374	)		-		(1)(2)
Accumulated deficit		(193,326,642	)		(56,332	)					(193,382,974	)
Accumulated other comprehensive loss		(9,335,789	)								(9,335,789	)
Total shareholders’/members’ deficit		(124,901,146	)		(34,332	)		92,573,824			(32,361,654	)
Total liabilities and shareholders’/members’ deficit	$	75,011,999		$	20,000		$	-		$	75,031,999

Notes to Condensed Consolidated Financial Statements

1) On February 13, 2017, a Share Exchange Agreement was executed between Atlantic Acquisition, Inc. and Monster Inc. and Monster, LLC under which upon closing of the share exchange transaction, Atlantic Acquisition, Inc. (~~“AA”~~Unaudited) acquired all the equity interest in Monster, Inc. and Monster, LLC and issued 300,000,000 shares of AA’s common stock to the shareholders and members, as applicable, of Monster, Inc. and Monster, LLC. 2) Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC is treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. 3) On April 12, 2018, the two noteholders under common control of the majority shareholder of Monster, Inc. and Monster, LLC, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of AA.

~~Pro~~Pursuant to ASC 805-~~Forma~~40-45-4 and 45-5, in calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share ~~Consolidated~~(“EPS”) ~~Statement~~calculation) during the period in which the reverse acquisition occurs: (a) The number of ~~Comprehensive~~common ~~Loss~~shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and (b) the number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period. The basic EPS for each comparative period before the acquisition date presented in the condensed consolidated financial statements following a reverse acquisition shall be calculated by dividing (a) by (b): (a) The income of the legal acquiree attributable to common shareholders in each of those periods; and (b) the legal acquiree’s historical weighted-average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement.

~~Three~~As ~~Months~~a ~~Ended~~result ~~March~~of 31the controlling financial interest of the former stockholders, ~~2018~~for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition under the acquisition method of accounting in accordance with ASC 805-10-55 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The reverse acquisition is deemed a capital transaction and the net assets are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of which are recorded at their historical cost. The equity of the Company is the historical equity.

	Monster Consolidated			Atlantic Acquisition Inc.		Adjustments		Pro-Forma Consolidated
Net sales	$	7,775,992						$	7,775,992
Cost of sales		5,310,477							5,310,477
Gross profit		2,465,515			-		-		2,465,515
Selling, general and administrative expenses		20,871,688							20,871,688
Loss from operations		(18,406,173	)		-		-		(18,406,173	)
Other income (expenses)
Interest expense		(1,372,397	)						(1,372,397	)
Gain from foreign currency transactions		124,670							124,670
Other, net		30,447							30,447
Loss before income taxes		(19,623,453	)		-		-		(19,623,453	)
Provision for income taxes		15,551							15,551
Net loss		(19,639,004	)		-		-		(19,639,004	)
Other comprehensive loss, net of tax
Foreign currency translation and adjustments		(51,413	)						(51,413	)
Comprehensive loss	$	(19,690,417	)	$	-	$	-	$	(19,690,417	)

Going Concern Statement

Monster continues to incur operating losses. At June 30, 2018 and September 30, 2017, the Company held $2.9 million and $5.4 million in cash and cash equivalents, respectively. Monster had negative working capital as of June 30, 2018 and September 30, 2017 of $43.1 million and $88.4 million, respectively. Management has taken several major initiatives to address the operating losses over the past five years as operating losses for Monster, Inc. and Monster, LLC were reduced from $64.6 million in 2013 to $22.5 million and $24.2 million for years ended 2017 and 2016. Management has taken several actions since 2015 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, outsourcing distribution to a 3PL solution, closing down its manufacturing facility in Tijuana, Mexico, and eliminating unprofitable products and streamlining the product portfolio by reducing SKU count.

Management is continuing several initiatives, including driving sales, new product launches, and additional cost reductions and finding ways to streamline business processes and reassess the business structure. The Company is working on several possibilities of equity source funding with strategic partners and possibly an initial public offering of stock. Management’s plan is to continue reducing operating losses and attempt to achieve breakeven financial results during 2019 or soon thereafter.

2.	Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies, compared to the accounting policies described in Note 2, Significant Accounting Policies, in Notes to Financial Statements in Item 9.01 of the Super 8-K.

Monster Products, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Recent Accounting Pronouncements

In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which such company expects to be entitled in exchange for those goods or services. For the Company, the new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of reviewing customer contracts to determine the impact of adopting the new standard.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash.” The primary purpose of this ASU is to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. This ASU will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. For the Company, the new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.

In January 2017, the FASB issued ASU No. 2017-01,”Business Combinations (Topic 805) - Clarifying the Definition of a Business”, to clarify the definition of a business, which is fundamental in the determination of whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. The guidance is generally expected to result in fewer transactions qualifying as business combinations. For the Company, the new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect that the adoption of the new standard will have a material impact to our financial statements.

3.	Accounts Receivable

Accounts receivable consist of the following:

	June 30,			September 30,
(in thousands)	2018			2017

Trade accounts receivable	$	39,077		$	52,786
Less:
Accounts receivable assigned		(1,050	)		(3,554	)
Allowance for doubtful accounts		(70	)		(7,062	)
Reserve for promotional costs		(1,575	)		(2,430	)
Reserve for discounts, returns, rebates and adjustments		(4,431	)		(8,011	)
	$	31,951		$	31,729

Monster Products, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

4.	Inventories

Inventories consist of the following:

	June 30,			September 30,
(in thousands)	2018			2017

Finished goods	$	18,319		$	16,863
Raw materials		573			1,018
		18,892			17,881
Less: Reserves for excess and obsolete inventory		(8,750	)		(9,198	)
	$	10,142		$	8,683

5.	Accrued Liabilities

Accrued liabilities consist of the following:

	June 30,		September 30,
(in thousands)	2018		2017

Accrued payable for vendor agreement	$	44,087	$	48,037
Accrued interest payable - shareholders		7,958		8,661
Inventory/services received but not invoiced		8,812		5,914
Accrued compensation and benefits		1,291		2,015
Accrued inventory in transit		169		178
Accrued royalties payable		958		1,104
Accrued product warranty costs		895		906
Other		1,620		3,405
	$	65,790	$	70,220

6.	Accounts Receivable Factoring

In December 2015, the Company entered into an accounts receivable factoring agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”). The Factoring Agreement allows for up to $20 million in advances, which are collateralized by assigned eligible accounts receivable and are subject to funds usage, discount, and other fees, as well as service charges. The Factoring Agreement has a scheduled term of one year and is subject to automatic annual extension unless written notice of intention to terminate is obtained from the Company prior to the anniversary of the Agreement. The current Factoring Agreement has been extended through December 2018. The Company has continuing involvement with the assigned accounts receivable as it services the receivables and is required to repurchase any assigned accounts receivable that have been deemed uncollectible, that are in dispute, meet other criteria pursuant to the Factoring Agreement, or upon the occurrence of an event of default, as defined in the Factoring Agreement. At June 30, 2018 assigned accounts receivable amounted to $1.0 million. At September 30, 2017, assigned accounts receivable amounted to $3.6 million. Assigned accounts receivable amounts have been included in accounts receivable assigned in the condensed consolidated balance sheets. Outstanding fees and advances owed to the Factor at June 30, 2018 amounted to $0.6 million. There were no outstanding fees and advances owed to the Factor at September 30, 2017. Outstanding fees and advances owed to the Factor have been included in factoring payable in the condensed consolidated balance sheets. Fees and charges under the Factoring Agreement were $27.0 thousand and $129.2 thousand for the three and nine months ended June 30, 2018, respectively; fees and charges were $75.7 thousand and $411.5 thousand for the three and nine months ended June 30, 2017, respectively. The fees and charges under the Factoring Agreement have been included in interest expense in the condensed consolidated statements of operations.

Monster Products, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

7.	Related Party Transactions

Related Party Receivable

At June 30, 2018 and September 30, 2017, the Company had a loan receivable in the amount of $1.9 million and $2.0 million, respectively, from a relative of the majority shareholder. This loan does not bear interest or have a maturity date.

Related Party Notes Payable

At June 30, 2018, the Company had collateralized notes payable to shareholders totaling $34.0 million. At June 30, 2018, accrued interest on these notes amounted to $8.0 million, of which $8.0 million was included in accrued liabilities and $81.0 thousand was included in other liabilities. At September 30, 2017, the Company had collateralized notes payable to shareholders totaling $79.5 million. At September 30, 2017, accrued interest on these notes amounted to $9.8 million, of which $8.7 million was included in accrued liabilities and $1.1 million was included in other liabilities. These notes payable bear interest at rates of 4.00% to 6.00% per annum, and mature between April 1, 2020 and May 1, 2020. Interest expense under notes payable to shareholders was $.4 million and $2.6 million for the three and nine months ended June 30, 2018 respectively; interest expense was $.5 million and $1.8 million for the three and nine months ended June 30, 2017 respectively. Interest expense under notes payable to shareholders have been included in interest expense in the condensed consolidated statements of operations.

On April 12, 2018, AA issued an aggregate of 10,007,981 shares of Series A Convertible Preferred Stock to two noteholders under common control of the majority shareholder of the Company in exchange for the conversion of approximately $92,573,824 of the notes owed by Monster, LLC to the two noteholders.

At June 30, 2018, notes to the majority shareholder totaling $37.3 million including interest had matured. The company is in the process of extending the maturity dates of these notes to February 2020.

8.	Commitments and Contingencies

Commitments

There have been no material changes to the Company’s commitments compared to the commitments described in Note 12, Commitments and Contingencies, in Notes to Financial Statements in Item 9.01 of the Super 8-K.

Contingencies

There have been no material changes to the Company’s contingencies compared to the contingencies described in Note 12, Commitments and Contingencies, in Notes to Financial Statements in Item 9.01 of the Super 8-K.

9.	Subsequent Events

No subsequent events to report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management Discussion and Analysis (MD&A) contains “forward-looking statements”, which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may”, “should”, “plans”, “believe”, “will”, “anticipate”, “estimate”, “expect” “project”, or “intend”, including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this MD&A. Except as may be required under applicable securities laws, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this MD&A or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe under “Risk Factors” in this report. Actual results may differ materially from any forward looking statement.

General Business Development

~~The~~On ~~Company~~February ~~was~~7, ~~formed~~2018, onMonster, ~~December~~Inc., 29a California corporation, ~~2015~~and inMonster, LLC, a Nevada limited liability company entered into a share exchange agreement (the ~~State~~“Share ofExchange Agreement”), with Atlantic Acquisition Inc., a Nevada corporation (“AA”).

OnEffective ~~February~~on 13the Closing Date, ~~2018~~pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, aLLC ~~California~~became ~~corporation~~two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC, was treated as a ~~Nevada~~reverse ~~limited~~acquisition, ~~liability~~and ~~company~~the ~~entered~~business ~~into~~of Monster, Inc. aand ~~share~~Monster, ~~exchange~~LLC ~~agreement~~became (the ~~“Share~~business ~~Exchange~~of ~~Agreement”),~~AA. ~~with~~At ~~Atlantic~~the ~~Acquisition~~time ~~Inc.~~of the Reverse Acquisition, aAA ~~Nevada~~was ~~corporation~~not engaged in any active business. Reference is made to the amended Form 8-K filed on July 18, 2018 (the “AASuper 8-K”).

Effective on the Closing Date, pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC was treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. At the time of the Reverse Acquisition, AA was not engaged in any active business. Reference is made to Form 8-K filed on April 16, 2018 (the “Super 8-K”).

9On April 30, 2018, AA filed a Certificate of Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to the Certificate of Amendment, among other things, AA changed its name from Atlantic Acquisition Inc. to Monster Products, Inc. and increased its authorized shares of common stock from 400,000,000 to 800,000,000, par value $0.001 per share. The Certificate of Amendment became effective on May 7, 2018. Reference is made to the Form 8-K filed on May 8, 2018.

Monster, Inc. was founded by Mr. Noel Lee in 1978 and is headquartered in South San Francisco, California. Monster Products, Inc. together with approximately ten of its affiliates and subsidiaries created and established the Monster’s brand as end-to-end high-quality audio solutions for consumer and professional use. Starting at the “electrical outlets,” we deliver surge protectors, high quality cables to carry audio signals, and headphones and speakers to deliver high quality sound featuring Pure Monster Sound Technology. We have a portfolio of over 500 patents and trademarks in the United States and internationally. We offer over 5,000 different products in over 160 countries worldwide. Monster has historically sold the majority of its products through retail distribution with limited online sales.

We currently offer five primary categories of consumer products, which are cables, headphones, speakers, power and other mobile phone accessories and add-ons, such as portable chargers, cables and screen cleaning spray. Monster’s sales of its products grew steadily in the past 25 years and exponentially with the introduction of Beats headphones from 2007 to 2012. In 2012, Monster and Beats terminated their relationship, which dramatically interrupted Monster’s product lines and strategies. After the departure of Beats, the management of Monster indicated that it has expanded its product mix to include several headphone lines, a High-Definition Multimedia Interface (“HDMI”) cable and a home audio service line named “SoundStage.”

Monster’s current business strategy is shifting focus away from simply building its product range to pursuing alternative retail platforms and implementing new marketing campaigns. Over the next five years, Monster’s business strategy is to revitalize relationships with the Company’s existing retail relationships as well as target expansion into new retail venues.

Basis of Presentation

Our net sales are derived primarily from the sale of headphones, audio/video cables, surge protectors and audio accessories under the Monster brand name. 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 is 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.

Our selling, general and administrative expenses include 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. The primary components of our 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.

Results of Operations

WeThe ~~did~~following ~~not~~table ~~generate~~sets ~~revenues~~forth ~~during~~selected ~~the~~items ~~three~~in ~~months~~our ~~ended~~statements ~~March~~of ~~31,~~operations ~~2018~~in ordollars ~~2017.~~(in ~~Total~~thousands) ~~operating expenses were $5,175 during the three months ended March 31, 2018~~ and $0as ~~for~~a ~~the~~percentage ~~three~~of ~~months ended March 31, 2017. Net loss for the three months ended March~~net ~~31,~~sales ~~2018 was $5,175 compared to $0~~ for the ~~same~~periods ~~period in 2017 due to increase in professional services provided.~~presented:

	Three months ended June 30,
	2018					2017
Net sales	$	9,159		100.0	%	$	13,133		100.0	%
Cost of goods sold		7,653		83.6	%		9,721		74.0	%
Gross profit		1,506		16.4	%		3,412		26.0	%
Selling, general and administrative expenses		7,159		78.2	%		10,558		80.4	%
Loss from operations		(5,653	)	(61.7	)%		(7,146	)	(54.4	)%
Gain (loss) from foreign currency transactions		(880	)	-9.6	%		503		3.8	%
Other income		57		0. 6	%		40		0.3	%
Interest expense		(465	)	(5.1	)%		(667	)	(5.1	)%
Loss before income taxes		(6,941	)	(75.8	)%		(7,270	)	(55.4	)%
Income taxes		17		0.2	%		28		0. 2	%
Net Income (loss)	$	(6,958	)	(76.0	)%	$	(7,298	)	(55.6	)%

	Nine Months ended June 30,
	2018					2017
Net sales	$	34,873		100.0	%	$	60,137		100.0	%
Cost of goods sold		22,810		65.4	%		35,569		59.1	%
Gross profit		12,063		34.6	%		24,568		40.9	%
Selling, general and administrative expenses		39,482		113.2	%		34,523		57.4	%
Loss from operations		(27,419	)	(78.6	)%		(9,955	)	(16.5	)%
Gain (loss) from foreign currency transactions		(699	)	-2.0	%		279		0.5	%
Other expense		(277	)	-0. 8	%		(75	)	-0.1	%
Interest expense		(2,783	)	(8.0	)%		(2,328	)	(3.8	)%
Loss before income taxes		(31,178	)	(89.4	)%		(12,079	)	(20.1	)%
Income taxes		90		0. 3	%		151		0. 2	%
Net Loss	$	(31,268	)	(89.7	)%	$	(12,230	)	(20.3	)%

Net Sales

The following table reflects our net sales for the three months ended June 30, 2018 and 2017 (in thousands):

	Three months Ended June 30,
	2018		2017		$ Change			% Change
Net sales
Domestic	$	3,690	$	6,930	$	(3,240	)		(46.7	)%
International		5,469		6,203		(734	)		(11.8	)%
Total net sales	$	9,159	$	13,133	$	(3,974	)		(30.3	)%

Total net sales decreased (30.3) % for the three months ended June 30, 2018 versus the three months ended June 30, 2017, with decreased sales in both Domestic and International segments. Domestic and International net sales decreased primarily due to the impact of competition on product sales volume across the product categories and disruption in supply chain causing inability to fulfill some orders which affected sales. The decrease in volume was partially offset by price increases this quarter as well as by lower dilutions particularly in returns.

The following are components of change in net sales for the three months ended June 30, 2018 compared to the three months ended June 30, 2017:

	2018 vs. 2017
Volume		(56.5	)%
Price		12.8	%
Dilutions		13.4	%
		(30.3	)%

Net Sales

The following table reflects our net sales for the nine months ended June 30, 2018 and 2017 (in thousands):

	Ended June 30,
	2018		2017		$ Change			% Change
Net sales
Domestic	$	17,005	$	31,745	$	(14,740	)		(46.4	)%
International		17,868		28,392		(10,524	)		(37.1	)%
Total net sales	$	34,873	$	60,137	$	(25,264	)		(42.0	)%

Total net sales decreased (42.0) % for the nine months ended June 30, 2018 versus the nine months ended June 30, 2017, with decreased sales in both Domestic and International segments. Domestic and International net sales decreased primarily due to the impact of competition on product sales volume across the product categories and disruption in supply chain causing inability to fulfill some orders which affected sales. The decrease in volume and price was partially offset by lower dilutions particularly in returns.

The following are components of change in net sales for the nine months ended June 30, 2018 compared to the nine months ended June 30, 2017:

	2018 vs. 2017
Volume		(32.7	)%
Price		(19.9	)%
Dilutions		8.4	%
		(42.0	)%

The Company will continue to experience increased competition due to the expansion of retail in-house brands on the cable and power markets. The unfavorable impact of price erosion further contributed to the net sales decrease.

Gross Profit and Gross Margin

The following tables reflect our gross profit and gross margin for the three months ended June 30, 2018 and 2017 (in thousands):

	Three Months Ended June 30,
	2018		2017		$ Change			% Change
Gross profit
Domestic	$	42	$	2,408	$	(2,366	)		(98.3	)%
International		1,464		1,004		460			45.8	%
Total gross profit	$	1,506	$	3,412	$	(1,906	)		(55.9	)%

	Three Months Ended June 30,						Basis Point
	2018			2017			Change
Gross margin %
Domestic %		1.1	%		34.7	%		(3,360	)
International %		26.8	%		16.2	%		1,060
Total gross margin %		16.4	%		26.0	%		(960	)

The following tables reflect our gross profit and gross margin for the nine months ended June 30, 2018 and 2017 (in thousands):

	Nine Months Ended June 30,
	2018		2017		$ Change			% Change
Gross profit
Domestic	$	7,759	$	17,069	$	(9,310	)		(54.5	)%
International		4,304		7,499		(3,195	)		(42.6	)%
Total gross profit	$	12,063	$	24,568	$	(12,505	)		(50.9	)%

	Nine Months Ended June 30,						Basis Point
	2018			2017			Change
Gross margin %
Domestic %		45.6	%		55.0	%		(933	)
International %		24.1	%		26.5	%		(244	)
Total gross margin %		34.6	%		41.7	%		(710	)

Our overall gross margins fluctuate based on sales volume mix between segments, changes in customer pricing, inventory management decisions, discounts and promotions, product mix, and operational and fulfillment costs.

In the three months ended June 30, 2018, gross margins for our domestic segment decreased due to price reductions and selling through old inventory in some cases at prices below our cost of goods sold. This was driven by the need to sell through excess and obsolete inventory as well as by the competitive landscape of the market. In the three months ended June 30, 2018, gross margins increased for our international segment due to decreases in product costs.

In the nine months ending June 30, 2018, gross margins for our domestic segment decreased due to prior year’s favorable impact of a release of expired royalty obligations during the nine months ending June 30, 2017, but decreased for our international segment due to an increase in promotional pricing during the holidays.

Selling, General and Administrative Expenses

The following table reflects our selling, general and administrative expenses for the three months ended June 30, 2018 and 2017 and nine months ended June 30, 2018 and 2017 (in thousands):

	Three Months Ended June 30,
	2018			2017			$ Change			% Change
Selling, general and administrative expenses	$	7,159		$	10,558		$	(3,399	)		(32.2	)%
Selling, general and administrative expenses as a percent of net sales		78.2	%		80.4	%

	Nine Months Ended June 30,
	2018			2017			$ Change		% Change
Selling, general and administrative expenses	$	39,482		$	34,523		$	4,092		11.6	%
Selling, general and administrative expenses as a percent of net sales		113.2	%		57.4	%

For the three months ended June 30, 2018 SG&A expenses overall decrease was due to reductions in expenses across the functions, including reductions in headcount, salaries, and point of purchase display and sample expenses, and advertising expenses.

For the nine months ended June 30, 2018 SG&A expenses overall increase was due to advertising, tradeshow and other marketing expenses, partially offset by reductions in expenses across the functions, including reductions in headcount, salaries, and point of purchase display and sample expenses. Management has taken several actions since 2017 including but not limited to, headcount reductions across all functional areas, negotiating with customers to lower returns and incentives under dealer programs, and branding partnerships to refocus on digital and social marketing, and eliminating unprofitable products, streamlining the product portfolio by reducing SKU count, and moving distribution operations to a third party logistics company.

Income from Operations

Loss from operations was $(5.7) million and $(7.1) million for the three months ended June 30, 2018 and 2017, respectively. Loss from operations as a percentage of net sales was (61.7) % and (54.4) % for the three months ended June 30, 2018 and 2017, respectively. The overall increase was due to falling sales despite reductions in expenses across the functions, including reductions in headcount, salaries, point of purchase display and sample expenses, and moving distribution operations to a third party logistics company.

Loss from operations was $(31.3) million and $(12.2) million for the nine months ended June 30, 2018 and 2017, respectively. Loss from operations as a percentage of net sales was (89.7) % and (20.0) % for the nine months ended June 30, 2018 and 2017, respectively. The overall increase was due to advertising, tradeshow and other marketing expenses, partially offset by reductions in expenses across the functions, including reductions in headcount, salaries, point of purchase display and sample expenses, and moving distribution operations to a third party logistics company.

Other Expense

Other expense was $0.8 million and ($0.5) million for the three months ended June 30, 2018 and 2017 respectively, which includes currency effects in Europe, Canada, China and Mexico.

Other expense was $0.9 million and ($0.2) million for the nine months ended June 30, 2018 and 2017 respectively, which includes currency effects in Europe, Canada, China and Mexico.

Interest (Income) Expense

Interest (income) expense was $0.5 million and $0.7 million for the three months ended June 30, 2018 and 2017, respectively. Interest expense is largely related to interest expense associated to shareholder notes.

Interest (income) expense was $2.8 million and $2.3 million for the nine months ended June 30, 2018 and 2017, respectively. Interest expense is largely related to interest expense associated to shareholder notes.

Income Taxes

Income tax expense was $0.0 million and $0.0 million for the three months ended June 30, 2018 and 2017, respectively. Our effective tax rate for the three months ended June 30, 2018 and 2017 was 0.2% and 0.2%, respectively, and reflects change in mix between incomes in different taxing jurisdictions.

Income tax expense was $0.1 million and $0.2 million for the nine months ended June 30, 2018 and 2017, respectively. Our effective tax rate for the nine months ended June 30, 2018 and 2017 was 0.3% and 0.2%, respectively, and reflects change in mix between incomes in different taxing jurisdictions.

Net Loss Attributable to Monster, Inc.

The resulting net loss attributable to Monster, Inc. for the three months ended June 30, 2018 and 2017 was $(7.0) million and $(7.3) million, respectively.

The resulting net loss attributable to Monster, Inc. for the nine months ended June 30, 2018 and 2017 was $(31.3) million and $(12.2) million, respectively.

Liquidity and Capital Resources

AsOur ofprimary ~~March~~cash ~~31,~~needs ~~2018,~~are wegenerally ~~had~~for ~~$20~~working capital,~~000~~ ininventory, ~~cash~~and ~~held~~capital inexpenditures. ~~escrow~~Historically, ~~total~~we ~~current~~have ~~assets~~generally offinanced these ~~$20,000~~needs ~~and~~with ~~total~~operating ~~current~~cash ~~liabilities~~flows ofas ~~$59,507 creating~~well aas ~~working~~shareholder ~~capital~~loans ~~balance~~from ofour ~~$(39,507)~~Majority shareholder. ~~Current~~Operating ~~liabilities~~cash ~~consisted~~flows ofas ~~$57,507~~a source of ~~related~~liquidity ~~party~~may ~~loan~~be ~~and~~impacted $2by fluctuations in demand for our products,~~000~~ ongoing investments in our infrastructure and expenditures ~~accounts~~on ~~payable~~marketing and advertising.

AsThe offollowing ~~September~~table ~~30,~~sets ~~2017~~forth, wefor ~~had~~the ~~$20~~periods indicated,~~000~~ inour ~~cash~~beginning ~~held~~balance inof ~~escrow~~cash, ~~total~~net ~~current~~cash ~~assets~~flows ofprovided ~~$20,000~~by and ~~total~~used ~~current~~in ~~liabilities of $44~~operating,~~582~~ investing ~~creating~~and afinancing ~~working~~activities ~~capital~~and ~~balance~~our ofending ~~$(24,582).~~balance ~~Current liabilities consisted~~ of ~~$44,582 of related party loan.~~cash:

Net cash used in operating activities was $0 compared to $0 for the three months ended March 31, 2018 and 2017, respectively.

	Nine Months Ended June 30,
	2018			2017
	(in thousands)
Cash and cash equivalents at beginning of period	$	5,386		$	13,007
Net cash (used in) provided by operating activities		(45,892	)		(7,104	)
Net cash provided by (used in) investing activities		(92	)		(423	)
Net cash (used in) provided by financing activities		43,584			214
Effect of exchange rate changes on cash and cash equivalents		(93	)		(18	)
Cash and cash equivalents at end of period	$	2,893		$	5,676

Net ~~cash~~Cash ~~provided~~(Used byin) ~~financing~~Provided ~~activities~~by ~~was~~Operating ~~$0 compared to $0 for the three months ended March 31, 2018 and 2017, respectively.~~Activities

~~Going~~Cash ~~Concern~~from operating activities consists primarily of net income (loss) adjusted for certain non-cash items including depreciation and amortization expense, gain on disposal of property and equipment, provision for doubtful accounts, and the effect of changes in working capital and other activities.

~~The~~For ~~Company~~the ~~has~~nine nomonths ~~significant~~ended ~~assets~~June or30, ~~financial~~2018, ~~resources.~~net ~~The~~cash ~~Company~~used ~~will,~~ in ~~all likelihood, sustain~~ operating ~~expenses~~activities ~~without corresponding~~was ~~revenues,~~($45.9) atmillion ~~least~~and ~~until~~consisted ~~the consummation~~ of anet ~~business~~loss ~~combination.~~of ~~This may result in the Company incurring a~~$(31.3) ~~net~~million ~~operating~~less ~~loss~~$(10.2) ~~which~~million ~~will~~for ~~increase~~non-cash ~~continuously~~items, ~~until~~less ~~the~~($4.4) ~~Company~~million ~~can~~for ~~consummate~~working acapital ~~business~~and ~~combination~~other ~~with~~activities. aNon-cash ~~profitable~~items ~~business~~consisted ~~opportunity.~~primarily ~~This may lessen the possibility~~ of ~~finding~~decreases ain ~~suitable~~accounts ~~acquisition~~receivable orallowances ~~merger~~and ~~candidate~~reserves asof ~~such loss would be inherited on their financial statements~~($11.4) ~~There~~million; ispartially nooffset ~~assurance~~by ~~that~~increases in ~~the~~depreciation ~~Company can identify such a business opportunity~~ and ~~consummate~~ ~~such~~amortization aof ~~business combination~~$1.0 ~~Our~~million, ~~auditor~~and ~~has~~exchange ~~issued~~rate anfluctuations ~~opinion~~of ~~that~~$0.3 ~~raises~~million. ~~substantial~~Working ~~doubt~~capital ~~about~~and ~~our~~other ~~ability to continue~~activities asconsisted aprimarily ~~going~~of ~~concern~~decreases in ~~our~~prepaid ~~September~~expenses ~~30,~~and ~~2017~~other ~~audit.~~current ~~The~~assets ~~Company’s~~of ~~financial~~($10.2) ~~statements~~million, ~~are~~decreases ~~prepared~~ in ~~accordance~~accounts ~~with generally~~payable ~~accepted~~of ~~accounting principles applicable to a going concern~~($5.0) ~~This~~million, ~~contemplates~~decreases ~~the realization of assets and the liquidation of liabilities~~ in ~~the~~inventory ~~normal course~~ of ~~business~~($1.5) ~~Currently~~million, ~~the Company does not have cash~~ and nodecreases ~~material~~in ~~assets,~~accrued ~~nor~~liabilities ~~does it have operations or a source~~ of ~~revenue~~($1.4) ~~sufficient~~million; tomostly ~~cover its operation costs and allow it to continue as a going concern. These~~offset ~~conditions~~by ~~raise~~increases ~~substantial~~in ~~doubt~~accounts ~~about~~receivable ~~the~~of ~~Company’s ability to continue as a going concern~~$13.7 million.

For the nine months ended June 30, 2017, net cash provided by operating activities was ($7.1) million and consisted of net loss of ($12.2) million less ($10.6) million for non-cash items, plus $15.7 million for working capital and other activities. Non-cash items consisted primarily of decreases of ($10.7) million of accounts receivable allowances and reserves. Working capital and other activities consisted primarily of increases in inventories of $13.3 million and accounts receivable of $11.8 million; partially offset by decreases in accrued liabilities of ($6.9) million, decreases accounts payable of ($1.3) million, and decreases in prepaid expenses and other assets of ($1.2) million.

~~CRITICAL ACCOUNTING POLICIES~~19

InNet ~~Financial~~Cash ~~Reporting~~Provided ~~release~~by ~~No. 60, “CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES”~~ (~~“FRR 60”),~~Used the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in) ~~the~~Investing current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.Activities

For the nine months ended June 30, 2018, net cash used in investing activities was ($0.1) million and consisted primarily of acquisition of property and equipment of ($0.2) million, partially offset by proceeds from sale of equipment of $0.1 million.

For the nine months ended June 30, 2017, net cash used in investing activities was $(0.4) million and consisted primarily of acquisition of property and equipment of ($0.7), partially offset by change in restricted cash of $0.2 million.

Net Cash (Used in) Provided by Financing Activities

For the nine months ended June 30, 2018, net cash provided by financing activities was $43.6 million and related to net borrowings under notes payable to shareholders of $42.8 million and net repayments on notes account receivable factoring arrangement of $0.8 million. For the nine months ended June 30, 2017, net cash used in financing activities was $0.2 million and related to net borrowings under notes payable to shareholders of $4.9 million, mostly offset by net repayment on accounts receivable factoring arrangement of ($4.7) million.

Management is continuing several initiatives, including driving sales, new product launches, additional cost reductions, and finding ways to streamline business processes and reassess the business structure. The Company is working on several possibilities of equity source funding with strategic partners with the goal of obtaining third party financing. Management’s goal is to continue to reduce operating losses and attempt to achieve breakeven financial results in 2019.

Contractual Obligations and Commitments

As of June 30, 2018, there were no material changes to our contractual obligations and commitments as discussed in our amended Form 8-K filed on July 18.

Critical Accounting Policies and Estimates

As of June 30, 2018, there were no material changes to our critical accounting policies and estimates as discussed in our amended Form 8-K filed on July 18.

Recently Issued Accounting Pronouncements

As of June 30, 2018, there were no material changes to recently issued accounting pronouncements as discussed in our amended Form 8-K filed on July 18.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The~~In ~~Company~~the isnormal ~~not~~course of business, we are exposed to ~~market~~foreign ~~risk~~currency ~~related~~exchange rate risks that could impact our results of operations. We are exposed to ~~interest~~gains and losses resulting from fluctuations in foreign currency exchange rates relating to certain sales and expenses of our international subsidiaries that are denominated in currencies other than their functional currencies. We are exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in our consolidated financial statements due to the translation of the operating results and financial position of our international subsidiaries. Changes in foreign currency rates affect our consolidated statement of operations and distort comparisons between periods. At this time we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign ~~currencies~~currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations. Adjustments resulting from financial statement translations are included as cumulative translation adjustments in “Accumulated other comprehensive income loss” within shareholders’ deficit in the condensed consolidated balance sheets. Foreign currency transaction gains or losses are recognized in the period incurred and are included in “Gain/(loss) from foreign currency transactions” in the condensed consolidated statements of operations.

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

AsWe ~~required~~carried byout ~~Rule~~an ~~13a-15~~evaluation, under the ~~Securities~~supervision ~~Exchange~~and ~~Act~~with the participation of ~~1934~~our (management, including our principal executive officer and principal financial officer, of the ~~“1934~~effectiveness of our disclosure controls and procedures (as defined in Exchange Act” Rules 13a-15(e), asand of15d-15(e)). ~~March~~Based ~~31,~~upon ~~2018~~that evaluation, weour ~~carried~~principal executive officer and principal financial officer ~~out~~concluded anthat, ~~evaluation~~as of the ~~effectiveness~~end of the ~~design~~period ~~and~~covered ~~operation~~in ofthis report, our disclosure controls and procedures. ~~This~~were ~~evaluation~~not effective ~~was~~to ~~carried~~ensure ~~out~~that ~~under~~information ~~the~~required ~~supervision~~to ~~and~~be ~~with~~disclosed in reports filed under the ~~participation~~Securities Exchange Act of ~~our~~1934 ~~Chief~~is ~~Executive~~recorded, ~~Officer~~processed, summarized ~~(our~~and ~~principal~~reported ~~executive~~within ~~officer)~~ the required time periods and ~~our~~is ~~Chief~~accumulated ~~Financial~~and ~~Officer~~communicated (to our management, including our principal ~~financial~~executive officer), ~~who~~and ~~concluded,~~principal ~~that~~financial ~~because~~officer, ofas ~~the~~appropriate ~~material~~to ~~weakness~~allow intimely ~~our internal~~decisions ~~control~~regarding ~~over~~required ~~financial~~disclosure due ~~reporting~~to ~~(“ICFR”)~~the ~~described~~Company’s ~~below~~limited size, ~~our~~limited ~~disclosure~~internal ~~controls~~resources, and ~~procedures~~lack ~~were~~of ~~not effective~~ability asto ofhave ~~March~~multiple ~~31,~~levels ~~2018~~of transaction review.

~~Disclosure controls~~A ~~and~~material ~~procedures~~weakness ~~are~~in ~~controls~~internal ~~and other procedures that are designed to ensure that information required to be disclosed~~control inover ~~our~~financial ~~reports~~reporting ~~filed or submitted under the Securities Exchange Act~~ is ~~recorded,~~a ~~processed,~~control ~~summarized~~deficiency ~~and reported~~ (within the ~~time~~ ~~periods~~meaning ~~specified~~of in the ~~Securities~~Public ~~and~~Company ~~Exchange~~Accounting ~~Commission’s~~Oversight ~~rules~~Board ~~and~~(United States) ~~forms.~~Auditing ~~Disclosure~~Standard ~~controls~~No. ~~and procedures include~~2), ~~without~~ ~~limitation,~~or ~~controls~~a ~~and~~combination ~~procedures~~of ~~designed~~control todeficiencies, ~~ensure~~ that ~~information~~result ~~required~~in tothere bebeing ~~disclosed~~more inthan ~~our~~a ~~reports~~remote ~~filed~~likelihood ~~under~~of ~~the~~material ~~Exchange~~misstatement ~~Act~~in isthe ~~accumulated~~annual ~~and~~or ~~communicated~~interim ~~to our management, including our principal executive officer and our principal~~ financial ~~officer,~~statements aswould ~~appropriate,~~not tobe ~~allow~~prevented ~~timely~~or ~~decisions regarding required disclosure~~detected.

The matters involving internal controls and procedures that our management considered to be material weaknesses were: (1) inadequate segregation of duties consistent with control objectives and (2) inadequate internal resources for accounting and reporting matters..

Management believes that the material weaknesses set forth above did not have an effect on our financial results..

Management is in the process of determining how best to change our current system and implement a more effective system to ensure that information required to be disclosed in reports that must be filed with the Securities and Exchange Commission has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem and intends to develop procedures to address this problem to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There ~~have~~was ~~been~~ no ~~changes~~change in our internal control over financial reporting identified in connection with the evaluation required by Rules ~~paragraph~~13a-15(d) and 15d-15(d) of the Exchange Act ~~Rules 13a-15 or 15d-15~~ that occurred during the current quarter that ~~have~~has materially affected, or ~~are reasonable~~is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~During~~Monster ~~the~~Products, ~~three~~Inc. ~~months~~and ~~ended~~its ~~March~~subsidiaries ~~31,~~are ~~2018,~~currently ~~AA was not~~ involved in ~~any~~the ~~litigation~~proceedings ~~that~~listed ~~could~~below, ~~have~~and ain ~~material~~the ~~adverse~~future, ~~effect~~may oncontinue ~~the~~to ~~Company’s~~be ~~financial~~subject ~~condition~~to orlitigation, ~~results~~claims ofand ~~operations~~assertions incidental to our business. ~~There~~Due ~~was~~to noinherent ~~action,~~uncertainties ~~suit,~~of ~~proceeding~~litigation, ~~inquiry~~we ~~or investigation~~cannot ~~before~~accurately orpredict bythe ~~any~~ultimate ~~court,~~outcome ~~public~~of ~~board,~~these ~~government~~matters. ~~agency,~~We ~~self-regulatory~~are ~~organization~~unable orat ~~body~~this ~~pending~~time ~~or,~~ to ~~the~~determine ~~knowledge~~whether of the ~~executive~~outcome ~~officers~~ of ~~AA,~~the ~~threatened~~litigation would ~~against~~have ora ~~affecting~~material ~~AA,~~effect inon ~~which~~our anbusiness, ~~adverse~~financial ~~decision~~condition, ~~could~~results ~~have~~of aoperations ~~material~~or ~~adverse~~cash ~~effect~~flows.

Monster Products and its subsidiaries are not involved in any other proceedings except as listed below:

1.	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.

2. ~~Designer’s Management Agency~~Monster, ~~Inc.~~LLC vvs. ~~Monster, Inc., San Mateo Superior Court, filed on July 18, 2017~~Freebit

~~Designer’s~~Monster, ~~Management~~LLC ~~Agency,~~and ~~Inc.~~Freebit ~~filed~~AS ~~this~~(“Freebit”) ~~lawsuit~~entered ~~seeking~~into ~~$76,591.57~~a ~~alleging~~License ~~that~~Agreement itdated ~~provided~~October ~~Monster~~5, ~~Inc.~~2010, ~~with~~pursuant ~~creative~~to ~~services~~which ~~related~~Freebit licensed tocertain atechnology ~~presentation~~to Monster for ~~Best~~Monster ~~Buy,~~to ~~and~~adopt ~~that~~in ~~such~~its ~~amount~~headphone ~~remained unpaid~~products. OnSuch ~~December~~License ~~19,~~Agreement ~~2017,~~provided ~~this~~an ~~lawsuit~~indemnity ~~was~~in respect ~~settled~~of ~~and~~any ~~later dismissed~~potential oninfringement ~~January~~claims 4,brought ~~2018~~against Monster relating to such licensed technology.

3.On February 26, 2014, the Bose Corporation filed a complaint against Monster, LLC v.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.

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.22

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.

43. Caesars Entertainment Operating Company, Inc., et al. vvs. 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~~litigation provided a basis for ~~Mosnter~~Monster’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~~litigation. Monster and Caesars remain open to the possibility of of settlement.

54. Monster, LLC, Noel Lee vvs. 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 Byby 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.

1323

65. 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 .

76. ~~Andry~~John ~~Specialty~~DeTemple ~~Vehicles~~ vs. Monster, Inc., Noel Lee (Case No. ~~BC685758~~BC684382)

APlaintiff ~~complaint~~John ~~was~~DeTemple filed onan ~~December~~action 4,in November 2017, byfor ~~Plaintiff~~alleged ~~Andry~~breach ~~Specialty~~of ~~Vehicles,~~contract ~~alleging~~claiming that ~~Monster~~Defendants ~~owed~~pay Plaintiff for ~~services~~advertising ~~rendered~~and inpromotional ~~the~~services, with no specific amount of ~~$379,449~~damage being alleged.~~87.~~ A Demurrer on behalf of Monster was filed anon ~~answer~~February 6, ~~denying all liability~~2018, ~~and~~asserting athat ~~cross~~the ~~claim~~complaint ~~against~~is ~~Plaintiff~~defective for ~~conversion~~ ~~and~~its ~~replevin~~failure ~~(return~~to include the material terms of ~~Monster~~the parties’s ~~personal~~alleged contract. ~~property~~A ~~wrongfully~~jury ~~retained~~trial byis ~~Plaintiff)~~scheduled for April 4, 2019.

~~Plaintiff’s response~~7. toAIT ~~Monster’s~~Worldwide ~~Cross-Complaint~~Logistics ~~was~~vs. ~~due~~Monster ~~on March 20, 2018, and the~~ (Case ~~Management Conference was scheduled for March 23, 2018~~No. 18-civ-00541)

8Plaintiff 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. ~~John~~Monster ~~DeTemple~~filed vsa 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, ~~Noel~~2018. ~~Lee~~The (parties’ Case NoManagement Conference with the Court was scheduled for May 31, 2018. However, ~~BC684382)~~no trial date has been set.

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 alleged8. ADaniel ~~Demurrer~~Paine ~~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~~vs. ~~The~~Zenon ~~Plaintiff’s opposition to the Demurrer is due on April 10~~Chan, ~~2018,~~et ~~the hearing date is April 23, 2018, and the Case Management Conference with the Court is set for April 2, 2018~~al.

9Plaintiff Daniel Paine filed a lawsuit to recover damages for personal injuries that allegedly incurred in an automobile accident on May 12, 2017. ~~AIT~~Mr. ~~Worldwide~~Paine’s ~~Logistics~~vehicle vswas struck by a vehicle driven by co-defendant Zenon Chan while Mr. Chan was participating in an event allegedly hosted by Monster, ~~(Case~~Inc. NoThe parties have exchanged written discovery, subpoenaed records, and have conducted the depositions of Zenon Chan and Daniel Paine. ~~18-civ-00541)~~The trial was scheduled for June 11, 2018, but no new trial date has been set based upon the stipulation of the parties.

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.~~24

~~On or~~9. ~~about April 10, 2018,~~ Brooklyn Events Center, LLC ~~and Brooklyn Nets~~, ~~LLC,~~et ~~filed a compliant against Monster, Inc~~al. ~~in the United States District Court, Southern District of New York in connection with a sponsorship agreement dated March 13, 2017~~vs. ~~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.~~On or ~~Plastoform~~about ~~Industries~~April ~~Ltd~~10, 2018, Brooklyn Events Center, LLC and Brooklyn Nets, LLC, filed a complaint against Monster, Inc. vin 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. ~~LLC~~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.

10.	Plastoform Industries Ltd. vs. 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.

1511. Canon Financial Services, Inc. vs. Monster, Inc.

On or about August 24, 2018, Canon Financial Services, Inc. filed a complaint against Monster, Inc. in the United States Superior Court of New Jersey, Law Division Burlington County relating to an alleged lease agreement. The complaint alleges, among other things, a claim for breach of contract 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. intend to vigorously defend this matter.

12.	Fred Khalilian vs. Noel Lee and Monster Products, Inc.

On or about September 7, 2018, Fred Khalilian, a former employee and shareholder of Monster Products, Inc., filed a complaint against Noel Lee and Monster Products, Inc. in the District Court of Clark County Nevada. The complaint alleges, among other things, a claim for breach of contract, wrongful termination and fraud against Noel Lee and Monster Products, 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 Products, Inc. intends to vigorously defend this matter.

ITEM 1A. RISK FACTORS

WeA ~~are~~description aof ~~smaller~~the ~~reporting~~risk ~~company~~factors ~~and~~associated ~~therefore~~with ~~not~~our ~~required~~business tois ~~provide~~contained ~~information~~in byItem ~~this~~1. ~~Item~~“Description of ~~Form~~Business” 10under “Risk Factors” of the Super 8-QK filed with the SEC on July 18, 2018. There have been no material changes to our Risk Factors disclosed in the Super 8-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered equity securities during the covered time period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. ~~SUBMISSION~~MINE OFSAFETY ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements ~~13 or 15 (d)~~ of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 21, 2018

	Monster Products, Inc.
Dated: November 19, 2018
	By:	/s/ Noel Lee
		Noel Lee
		Chief Executive Officer
		(Principal Executive Officer)

~~Monster Products Inc. Registrant By: /s/ Noel Lee Noel Lee Chief Executive Officer~~27

Filing Compare · MONSTER PRODUCTS, INC.