UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one) ~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☒ QUARTERLY REPORT ~~the~~PURSUANT ~~Quarterly~~TO ~~Period~~SECTION ~~Ended September~~13 ~~30,~~OR ~~2014~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2015

~~[ ]~~ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_________________to~~ _________________ to _________________ .

Commission File Number: 000-53266

Monster Arts, Inc.

(Exact name of registrant as specified in its charter)

Nevada	~~Nevada~~	27-1548306	~~27-1548306~~
	(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

806 East Avenido Pico, Suite I-288 San Clemente, California		92673
3565 South Las Vegas Blvd, #120, Las Vegas, NV		89109
(Address of principal executive offices)		(Zip Code)

(~~877~~725) ~~733~~ 222-~~6133~~ 8281

(Registrant’s telephone number, including area code)

Indicate by 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 ~~[X]~~ ☒ No ~~[ ]~~ ☐

Indicate by check mark whether the 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 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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]~~☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ~~[ ]~~ ☐ No ~~[X]~~☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~November~~October 1921, ~~2014~~2015, the registrant’s outstanding common stock consisted of 2838,~~098~~736,~~307,174~~347 shares, $0.001 par value. Authorized – 5,000,000,000 shares.

Table of Contents

Monster Arts, Inc.

Index to Form 10-Q

For the Quarterly Period Ended ~~September~~June 30, ~~2014~~ 2015

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Balance Sheets	3
	Unaudited Statements of Operations	4
	Unaudited Statements of Cash Flows	5
	Notes to the Unaudited Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2320
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3624
ITEM 4T.	Controls and Procedures	3724
PART II	Other Information	3927
ITEM 1.	Legal Proceedings	3927
ITEM 1A.	Risk Factors	3927
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3927
ITEM 3.	Defaults Upon Senior Securities	3927
ITEM 4.	Mine Safety Disclosures	3927
ITEM 5.	Other Information	3927
ITEM 6.	Exhibits	3927
	SIGNATURES	4028

MONSTER ARTS, INC.

(Formerly MONSTER OFFERS)

(A Development Stage Company)

BALANCE SHEETS

	June 30,			December 31,
	2015			2014
Assets:
Current Assets
Cash	$	-		$	16,116
Loan receivable to related party		284,943			284,943
Interest receivable to related party		32,413			26,715
Prepaid expenses		-			53,240
Total Current Assets		317,356			381,014

Other Assets
Available-for-sale securities		-			1,619
Total Other Assets		-			1,619

Total Assets	$	317,356		$	382,633

Liabilities and Stockholders' Equity:
Current Liabilities
Accounts payable & accrued expenses	$	32,875		$	53,834
Accounts payable & accrued expenses to related parties		48,010			68,156
Bank overdraft		263			-
Accrued interest		105,296			67,907
Deferred revenues		12,717			34,709
Loan from officer		5,000			2,500
Notes payable to related party		15,494			15,494
Convertible notes payable, net of discounts of $221,059 and $339,934		669,342			556,116
Derivative Liability		922,017			1,564,098
Total Liabilities		1,811,014			2,362,814

Stockholders' Equity:
Preferred stock, $.001 par value 80,000,000 shares authorized, 20,000,000 shares issued and outstanding, respectively		20,000			20,000
Series A preferred stock, $.001 par value 10,000,000 shares authorized, 0 shares issued and outstanding, respectively		-			-
Common stock, $0.001 par value 5,000,000,000 shares authorized, 209,696,681 and 10,910,194 shares issued and outstanding, respectively		209,696			10,910
Additional paid in capital		7,019,274			7,315,474
Stock payable		200,000			-
Accumulated Comprehensive Gain / (Loss)		-			(1,966	)
Deficit accumulated during the development stage		(8,942,628	)		(9,324,599	)
Total stockholders' equity (deficit)		(1,493,658	)		(1,980,181	)

Total Liabilities and Stockholders' Equity	$	317,356		$	382,633

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

MONSTER ARTS, INC.
(Formerly MONSTER OFFERS)
(A Development Stage Company)
BALANCE SHEETS
		(Unaudited)			(Audited)
		September 30,			December 31,
Assets:		2014			2013
Current Assets
Cash	$	60,906		$	46,234
Accounts receivable, net of allowance for doubtful
accounts of $1,250		8,775			4,173
Loan receivable to related party		287,130			290,532
Interest receivable to related party		23,282			15,577
Prepaid expenses		—			139,996
Total Current Assets		380,093			496,512
Fixed Assets
Property and equipment, net		—			460
Total Fixed Assets		—			460
Other Assets
Available-for-sale securities		10,689			6,000
Total Other Assets		10,689			6,000
Total Assets	$	390,782		$	502,972
Liabilities and Stockholders' Equity:
Current Liabilities
Accounts payable & accrued expenses	$	22,814		$	67,586
Accounts payable & accrued expenses to related parties		62,450			169,577
Accrued interest		50,274			11,659
Deferred revenues		28,805			18,359
Loan from officer		14,004			17,021
Notes payable		5,000			10,161
Notes payable to related party		26,980			57,480
Convertible notes payable, net of discounts		677,673			261,945
Derivative Liability		12,103,378			21,876,947
Total Liabilities		12,991,378			22,490,735
Stockholders' Equity:
Preferred stock, $.001 par value 80,000,000 shares
authorized, 0 shares issued and outstanding, respectively		—			—
Series A preferred stock, $.001 par value 20,000,000 shares authorized, 20,000,000 shares issued and outstanding, respectively		20,000			—
Common stock, $0.001 par value 5,000,000,000 shares authorized, 1,874,140,507 and 29,201,615 shares issued and
outstanding, respectively		1,874,140			29,202
Additional paid in capital		18,512,543			6,121,441
Stock payable		448,463			493,673
Accumulated Comprehensive Gain / (Loss)		8,437			(4,000	)
Deficit accumulated during the development stage		(33,464,179	)		(28,628,079	)
Total stockholders' equity (deficit)		(12,600,596	)		(21,987,763	)
Total Liabilities and Stockholders' Equity	$	390,782		$	502,972

MONSTER ARTS, INC.

(Formerly MONSTER OFFERS)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014

Commissions	$	-		$	-		$	-		$	-
Services		8,652			40,144			24,048			97,463
Services- related party		-			964			-			1,227
Other revenues		-			-			1,600			-
		8,652			41,108			25,648			98,690

Cost of revenues		1,206			5,624			3,207			19,211

Gross Profit		7,446			35,484			22,441			79,479

Operating expenses:
General and administration		-			88,713			15,284			105,232
Consulting		-			403,374			59,440			620,256
Wages		23,486			41,940			47,015			80,833
Professional fess		900			73,533			2,400			90,016
Total operating expenses		24,386			607,560			124,139			896,337

Income (Loss) from operations		(16,940	)		(572,076	)		(101,698	)		(816,858	)

Other income and (expenses):
Interest expense		(19,372	)		(17,555	)		(41,236	)		(26,787	)
Interest expense- derivative		(73,686	)		(1,689,122	)		(160,375	)		(1,689,122	)
Interest income		2,850			2,200			5,699			4,400
Gain/(Loss) on derivative adjustment		257,545			300,773			683,581			902,318
Total other income and (expenses)		167,337			(1,403,705	)		487,669			(809,191	)

Net loss before taxes	$	150,397		$	(1,975,781	)	$	385,971		$	(1,626,049	)

Tax provisions		-			-			-			-

Net loss after taxes	$	150,397		$	(1,975,781	)	$	385,971		$	(1,626,049	)

Other Comprehensive Income:
Unrealized (loss)/gain on available-for-sale securities		-			43,800			(4,000	)		(34,200	)

Other Comprehensive Income (Loss)	$	150,397		$	(1,931,981	)	$	381,971		$	(1,660,249	)

Basic & diluted loss per share	$	0.02			(0.95	)	$	0.06			(0.86	)

Weighted average shares outstanding		6,347,825			2,075,499			6,080,010			1,882,762

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

MONSTER ARTS, INC.
(Formerly MONSTER OFFERS)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
													From Inception
	For the Three Months Ended						For the Nine Months Ended						(February 23, 2007) to
	September 30,						September 30,						September 30,
	2014			2013			2014			2013			2014
Commissions	$	500		$	—		$	500		$	13,750		$	207,885
Commissions- related parties		—			12,773			—			12,773			337,717
License revenues		—			—			—			—			100,000
Services		23,425			4,369			120,888			7,869			132,599
Services- related party		—			—			1,227			3,200			79,815
		23,925			17,142			122,615			37,592			858,016
Cost of services		—			—			—			—			266,860
Gross Profit		23,925			17,142			122,615			37,592			591,156
Operating expenses:
General and administration		110,818			326,274			211,512			385,924			874,395
Consulting		64,714			69,651			684,970			384,335			2,715,917
Wages		19,347			46,926			100,180			147,494			537,478
Marketing and promotions		24,840			6,011			50,195			12,097			103,193
Depreciation and amortization		66			11,609			460			34,827			69,999
Professional fess		39,148			15,545			129,164			100,580			672,263
Total operating expenses		258,933			476,016			1,176,481			1,065,257			4,973,245
Income (Loss) from operations		(235,008	)		(458,874	)		(1,053,866	)		(1,027,665	)		(4,382,089	)
Other income and (expenses):
Interest expense		(17,022	)		—			(43,819	)		(4,520	)		(139,660	)
Interest expense- derivative		(2,055,893	)		(417,623	)		(3,745,015	)		(1,039,558	)		(25,621,962	)
Interest income		2,200			2,267			6,600			7,443			21,402
Financing expense		—			—			—			—			(160,987	)
Loss on debt settlement		—			—			—			—			(2,700,000	)
Debt forgiveness		—			—			—			—			10,552
Refund on expenses		—			—			—			—			34,000
Impairment expense		—			—			—			—			(525,435	)
Total other income and (expenses)		(2,070,715	)		(415,356	)		(3,782,234	)		(1,036,635	)		(29,082,090	)
Net loss before taxes	$	(2,305,723	)	$	(874,230	)	$	(4,836,100	)	$	(2,064,300	)	$	(33,464,179	)
Tax provisions		—			—			—			—			—
Net loss after taxes	$	(2,305,723	)	$	(874,230	)	$	(4,836,100	)	$	(2,064,300	)	$	(33,464,179	)
Other Comprehensive Income:
Gain (Loss) on Available-for-Sale Securities		(21,763	)		—			12,437			—			8,437
Other Comprehensive Income (Loss)	$	(2,327,486	)	$	(874,230	)	$	(4,823,663	)	$	(2,064,300	)	$	(33,455,742	)
Basic & diluted loss per share	$	(0.00	)	$	(0.13	)	$	(0.01	)		(0.38	)
Weighted average shares outstanding		1,018,565,308			6,851,981			944,320,887			5,393,171
The accompanying notes are an integral part of these financial statements.

MONSTER ARTS, INC.

(Formerly MONSTER OFFERS)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the period	$	385,971		$	(1,626,049	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Marketable securities revenues		(21,992	)		(9,177	)
Original issue discount		6,500			-
Debt discount		118,875			1,689,122
(Gain)/loss on change in derivative adjustment		(642,081	)		(902,318	)
Stock for services expense		53,240			297,854
Convertible note issued for consulting services		-			127,900
Depreciation and amortization		-			394
Changes in Operated Assets and Liabilities:
(Increase) decrease in accounts receivable		-			(3,602	)
Increase in interest receivable		(5,699	)		(5,506	)
Increase (decrease) in loan receivable to related party		-			3,402
Increase (decrease) in accounts payable and accrued expenses		(20,959	)		(13,017	)
Increase (decrease) in accounts payable to related parties		34,877			(16,708	)
Increase (decrease) in accrued interest		37,389			22,195
Net cash (used) in operating activities		(53,879	)		(435,510	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer loan		2,500			-
Payments on officer loan		-			(3,107	)
Proceeds from convertible notes		35,000			593,721
Payments on notes payable		-			(5,161	)
Payments on notes payable to related party		-			(1,500	)
Net Cash Provided by Financing Activities		37,500			583,953

Net (Decrease) Increase in Cash		(16,379	)		148,443
Cash at Beginning of Period		16,116			46,234
Cash (Overdraft) at End of Period	$	(263	)	$	194,677

SUPPLEMENTAL DISCLOSURES:
Income Taxes Paid	$	-		$	-
Interest Paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Convertible note payable issued for consulting services	$	-		$	127,900
Stock issued for conversion of convertible notes payable	$	44,649		$	279,088
Stock issued for debt settlement	$	-		$	-
Increase in prepaid stock compensation	$	-		$	-

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

MONSTER ARTS, INC.
(Formerly MONSTER OFFERS)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
							From Inception
							(February 23, 2007) to
	For the Nine Months Ended September 30,						September 30,
	2014			2013			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the period	$	(4,836,100	)	$	(2,064,300	)	$	(33,464,179	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Impairment loss		—			—			525,435
License revenues- non cash		—			—			(100,000	)
Available-for-sale securities revenues		(15,423	)		—			(18,473	)
Non-cash compensation		—			—			8,400
Forgiveness of debt		—			—			(846	)
Financing fees		—			—			160,987
Derivative expense		3,745,015			1,039,558			25,621,962
Stock for services		179,453			528,196			2,052,562
Stock options for services		—			—			134,291
Stock for note extension		—			—			15,000
Convertible note issued for consulting services		127,900			—			127,900
Bad debt		—			—			1,250
Discount on notes payable		12,500			—			27,500
Loss on debt settlement		—			30,000			2,700,000
Strategic alliance costs		—			—			45,878
Effect from share exchange		—			—			24,618
Master purchase agreement		—			(298,745	)		(298,745	)
Depreciation and amortization		460			34,827			77,804
Changes in Operated Assets and Liabilities:
(Increase) decrease in prepaids		139,996			(41,869	)		139,996
(Increase) decrease in accounts receivable		(4,602	)		(1,000	)		(10,025	)
Increase in interest receivable		(7,705	)		(4,537	)		(23,282	)
Decrease in unamortized financing fees		—			—			(2,875	)
Increase (decrease) in loan receivable to related party		3,402			165,758			293,934
Increase in unearned revenues		10,446			—			28,805
Increase (decrease) in accounts payable and accrued expenses		(44,772	)		82,743			22,814
Increase in accounts payable to related parties		(19,627	)		19,721			149,950
Increase (decrease) in accrued interest		38,615			(466	)		50,274
Net cash (used) in operating activities		(670,442	)		(510,114	)		(1,709,065	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		—			1,904
Proceeds from sale of stock		—			168,875			515,845
Stock subscription payable		—			12,000			7,000
Proceeds from officer loan					14,565			119,290
Payments on officer loan		(3,107	)		(102,269	)		(105,376	)
Proceeds from convertible notes		718,721			190,565			1,246,086
Payments on convertible notes		—			—			(6,000	)
Proceeds from notes payable		—			—			10,161
Proceeds from notes payable to related party		—			45,000			—
Payments on notes payable to related party		(30,500	)		—			(18,020	)
Contributed Capital		—			—			985
Net Cash Provided by Financing Activities		685,114			330,640			1,769,971
Net (Decrease) Increase in Cash		14,672			(179,474	)		60,906
Cash at Beginning of Period		46,234			182,820			—
Cash (Overdraft) at End of Period	$	60,906		$	3,346		$	60,906
SUPPLEMENTAL DISCLOSURES:
Income Taxes Paid	$	—		$	—		$	—
Interest Paid	$	—		$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for purchase of license	$	—		$	—		$	450,000
Stock issued for conversion of convertible notes payable	$	279,088		$	15,000		$	839,495
Stock issued for debt settlement	$	87,500		$	—		$	2,787,500
Increase in prepaid stock compensation	$	—		$	—		$	257,419
The accompanying notes are an integral part of these financial statements.

Monster Arts, Inc.

(A Development Stage Company)

Notes to Financial Statements

~~September~~ June 30, ~~2014~~2015 and December 31, ~~2013~~2014

~~(Unaudited)~~NOTE 1 - ORGANIZATION & BUSINESS DESCRIPTION

NOTE 1 – ORGANIZATION & BUSINESS DESCRIPTION

On May 2, 2013, Monster Arts, Inc. (the “Company”) amended its articles of incorporation to change its name from Monster Offers to Monster Arts, Inc. The Company was incorporated under the laws of the State of Nevada, as Tropical PC Acquisition Corporation on February 23, 2007 ("Inception"). On December 11, 2007, the Company amended its Articles of Incorporation changing its name from Tropical PC Acquisition Corporation to Monster Offers. On November 9, 2012 the Company executed a share exchange agreement with Ad Shark, Inc., a privately-held California corporation incorporated April 12, 2011. As a result of the share exchange agreement, Ad Shark, Inc. became a wholly owned subsidiary of the Company. In February of 2014, Ad Shark, Inc. was dissolved as a California corporation. The Company organizes advertising sales efforts by constructing media and advertising delivery systems for Smartphone and Tablet application developers including the delivery of mobile banners, mobile video, mobile text messaging, and mobile email advertising.

On March 4, 2013, the Company entered into a Master Purchase Agreement with Iconosys, Inc., a private California corporation whom shares a common officer with the Company, whereby the Company acquired a 10% interest in Iconosys, Inc. (Referenced in ~~the Master Purchase Agreement in~~ Note 149).

On April 25, 2014, the Company entered into a subscription agreement to buy 53,000 shares of common stock of Candor Homes Corporation, (“CH, Inc.”) for $10,000 which represents 53% of the equity interest in CH, Inc. As of ~~September~~December 3031, 2014, there has been no activity with CH, Inc. and the Company has recorded accounts payable to related party balance of $10,000. The only two directors of CH, Inc. are our chief executive officer, Wayne Irving II and his sister. ~~CH,~~Tisha ~~Inc~~Lawton. ~~is activity analyzing potential land investments in Central Iowa where new homes could be built.~~

~~On August~~Reverse 28, 2014, our Board of Directors and majority shareholders, approved a reverse stock split upon receipt of all necessary regulatory approvals and the passage of all necessary waiting periods. The reverse split would reduce the number of outstanding shares of our common stock at a ratio of 200 to 1 but have no effect on the number of authorized shares of Common Stock ~~or Preferred Stock. As of the date of this filing, the Company is awaiting an effective date from FINRA.~~ Split

On August 28, 2014, the Board of Directors and majority shareholders of Monster Arts Inc., approved a reverse stock split of one for two hundred (1:200) of the Company's total issued and outstanding shares of common stock. The reverse stock split went effective with FINRA on January 16, 2015. The Company has adjusted its financial statements throughout this filing to reflect the reverse stock split. The reverse stock split can be further referenced in our Form 8-K filing on January 16, 2015.

Authorized Shares

On July 19, 2013, the Company amended its articles of incorporation to increase its authorized shares from 75,000,000 to 750,000,000 of which 730,000,000 were designated as common stock and 20,000,000 were designated as preferred stock. The shares have a par value of $0.001. In August of 2014, the Company amended is articles of incorporation to increase the number of authorized common shares from 730,000,000 to 5,000,000,000 with a par value of $0.001.

NOTE 2 - GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception (February 23, 2007) ~~through~~ ~~September~~the June 30, ~~2014~~2015, the Company incurred an accumulated deficit during development stage of approximately $338,~~464~~942,~~179~~628. The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations and its ability to raise additional capital as required.

Management plans to raise equity capital to finance the operating and capital requirements of the Company, and also plans to pursue acquisition opportunities of other revenue-generating companies that provide complementary capabilities to that of the Company. Amounts raised will be used for further development of the Company's products and services, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

~~The accompanying unaudited quarterly financial~~Unaudited ~~statements~~Interim ~~have~~Financial been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on April 15, 2014 (the “2013 Annual Report”).Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the three months ended June 30, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015.

Principles of consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and Candor Homes Corporation as of June 30, 2015 and December 31, 2014.

The Company has an equity interest in the following entities;

●

51% of Candor Homes Corporation

The Company has accounted for the non-controlling interest using GAAP accounting standards. All intercompany balances and transactions have been eliminated.

Development Stage Company

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Reclassification

On August ~~April 9~~28, ~~2012~~2014, the Company executed a ~~300~~ 200 to 1 reverse stock split, which was retrospectively applied to ~~the~~our financial statements.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~ 2014, there are no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, fee revenue is recognized in the period that the Company's advertiser customer generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of the Company's other services, provided that no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. All transactional services revenues are recognized on a gross basis in accordance with the provisions of ASC Subtopic 605-45, due to the fact that the Company is the primary obligor, and bears all credit risk to its customer, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of commission paid.

Earnings per Share

Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock that were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity.

At September 30, 2014, the Company had multiple convertible debentures outstanding that if-converted would result in approximately 6,015,996,741 new common shares being issued.

Accounts receivable

Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance. As of September 30, 2014 and December 31, 2013, we have $10,025 and 5,423, respectively, in accounts receivable and $1,250 charged to allowance for doubtful accounts.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which consist of computer equipment, which is 3 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for equipment betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense. The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of equipment and website development costs or whether the remaining balance of equipment should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring their recoverability.

Website Development Costs

The Company recognizes the costs associated with developing a website in accordance with FASB ASC 350-50 “Website Development Costs”. Accordingly costs associated with the website consist primarily of website development costs paid to a third party. These capitalized costs are amortized based on their estimated useful life over two years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred.

Fair Value of Financial Instruments

The carrying amounts of the financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to the short maturities of these financial instruments. The notes payable are also considered financial instruments whose carrying amounts approximate fair values.

Intangible assets

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles - Goodwill and Other” to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives. The Company amortizes its license of SSL5 intellectual property using the straight-line method over an estimated useful life of 10 years.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Income Taxes

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Recent Accounting Pronouncements

Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 4 –- AVAILABLE FOR SALE SECURITIES

On November 1, 2013, the Company executed a joint venture agreement (JVA) with Intelligent Living, Inc. (“ILIV”). You can read the full agreement in the registrant’s SEC Form 8-K filing on November 5, 2013. The Company will provide ILIV comprehensive and end-to-end turnkey business function through its development of smartphone and tablet apps. The Company’s revenue sharing will be 35% of gross payments from app sales from Google Play and 50% of gross payments from app sales through Amazon, Nook, iTunes, and others. The Company will be paid in the form of stock by ILIV which is a publically traded company trading on the OTCQB under the symbol “ILIV”. The Company will be ~~paid 36~~issued 10,~~600~~000,000 ~~common~~shares of ILIV upon execution of the JVA. The Company will also be issued 4,000,000 shares of ILIV in quarterly installments over a period of 2 years from the date of the agreement. The ~~Company~~ ~~has~~Company ~~been~~was ~~paid~~issued anthe initial 10,000,000 ~~common~~ shares of ILIV upon closing of the agreement which were valued at the closing price of ILIV stock on November 1, 2013, which ~~was $0.001. This~~ resulted in the Company recording an available-for-sale securities asset of $10,000. The available-for-sale securities asset was revalued at September 30, 2014 using the ILIV closing stock price of $0.0006 per share which resulted in the Company recording an unrealized loss on available-for-sale securities of $21,763 for the three months ended September 30, 2014. In the nine months ended September 30, 2014, the Company recorded $15,423 as revenues earned pursuant to the agreement.

~~NOTE~~Pursuant to 5the –consulting ~~PROPERTY~~agreement &with ~~EQUIPMENT~~Mind Solutions, Inc. (referenced in Note 9 herein), in the year ended December 31, 2014, the Company received 50,000,000 shares of Mind Solutions, Inc. common stock. In the year ended December 31, 2014, the Company sold 47,855,085 shares of Mind Solutions, Inc. stock of which the Company received net proceeds of $34,895.

~~Property and equipment consists of the following at September 30, 2014 and December 31, 2013:~~9

	September 30, 2014		December 31, 2013
Property and equipment, net	$	2,364	$	2,364
Less: accumulated depreciation		2,364		1,904
Property and equipment, net	$	—	$	460

As of June 30, 2015, the Company holds zero marketable securities. At December 31, 2014, the Company held 2,144,915 shares of Mind Solutions, Inc. and 6,593,500 shares of ILIV which based on the closing share prices resulted in the Company recording an available-for-sale securities balance of $1,619 and $6,000.

10NOTE 5 - FIXED ASSETS

~~The Company acquired the property~~ Property and equipment ~~through~~ ~~the~~consists ~~share~~of ~~exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore~~ the ~~Company~~following ~~only~~at ~~recognized~~June ~~depreciation on the equipment after the share exchange date. Depreciation expense for the nine months ended September~~ 30, ~~2014~~2015 and ~~2013~~December ~~was $460.~~31, 2014:

NOTE 6 – ASSET PURCHASE AGREEMENT WITH ICONOSYS (TAVG)

	June 30, 2015		December 31, 2014
Property and equipment, net	$	2,364	$	2,364
Less: accumulated depreciation		2,364		2,364
Property and equipment, net	$	-	$	-

The Company acquired the property and equipment through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore the Company only recognized depreciation on the equipment after the share exchange date. In the six months ended June 30, 2015 and 2014, the Company had $0 and $394 in depreciation expense

NOTE 6 - ASSET PURCHASE AGREEMENT WITH ICONOSYS (TAVG)

On August 8, 2013, the Company approved the execution of an asset purchase agreement with Iconosys, Inc., a private California corporation which shares an officer with the Company for the rights to domain names, web site content and trademark assignments of Travel America Visitor Guide (“TAVG”) which is a division of Iconosys. Iconosys shall sell, convey, transfer and assign to the Company and the Company shall purchase all right, title and interest in and to the assets of Iconosys as follows: (i) the Iconosys trademarks (the "Trademarks"); (ii) the Iconosys domain name (the "Domain Name") together with all associated service marks, copyrights, trade names and other intellectual property associated with the Domain Name; (iii) the Iconsys web site content (the "Web Site"), together with all associated intellectual property rights to the Web Site.

In accordance with the terms and provisions of the Asset Purchase Agreement, the Company shall pay to Iconosys a purchase price of $250,000 as follows: (i) $50,000 of the Purchase Price shall be paid in cash with a cash payment of $5,000 and $45,000 to be satisfied with the issuance of a promissory note dated August 8, 2013, due August 7, 2014, and with annum interest of 4%. The remaining $200,000 of the purchase price shall be paid in stock through a stock purchase agreement dated August 8, 2013 whereby the Company will issue Iconosys 1,052,632 common shares with a fair market price of $.0.19 (based on the closing trading price of the Company's shares of common stock on the OTCQB as of August 8, 2013. As of ~~September~~June 30, 2015 and December 31, 2014, the Company ~~had~~has a ~~remaining~~note payable balance of $132,~~730~~244 onpursuant to the ~~$45,000 promissory~~ note to with Iconosys.

~~Being Iconosys is a related party to the Company,~~Deferred itRevenues ~~was~~(TAVG ~~management’s~~Membership ~~decision to not record an intangible asset related to the asset purchase. As of September 30, 2014, the Company has not yet issued the 1,052,632 shares and has recorded them as a stock payable.~~Sales)

In the ~~nine~~ six months ended ~~September~~June 30, 2015 and 2014, the Company recognized $2423,~~983~~773 and $15,121 in services income relating to the TAVG asset. As ~~The~~of ~~Company~~June ~~also~~30, 2015 and December 31, 2014 the Company recorded deferred revenues of $2812,~~805~~717 and $34,709 relating to TAVG ~~membership~~ membership sales. ~~which~~The ~~will~~Company berecognizes ~~recognized~~revenues over ~~the~~each member’s respective one year subscription term.

NOTE 7 - CONVERTIBLE NOTES PAYABLE

Asher Enterprises, Inc.

On April 11, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $42,500 convertible note payable with interest of 8% per annum, unsecured, and due January 14, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. The entire principle balance of $42,500 was converted into 5,606,783 common shares of the Company.

On May 13, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $63,000 convertible note payable with interest of 8% per annum, unsecured, and due February 17, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. The entire principle balance of $63,000 was converted into 38,283,516 common shares of the Company.

On June 14, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $37,500 convertible note payable with interest of 8% per annum, unsecured, and due March 18, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. The entire principle balance of $37,500 was converted into 25,333,333 common shares of the Company.

On July 10, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $37,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. As of September 30, 2014, the entire principle balance of $37,500 was converted into 34,210,025 shares of common stock in the Company.

On September 12, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $32,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. As of September 30, 2014, the entire principle balance of $32,500 was converted into 43,779,046 shares of common stock in the Company.

On December 23, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $60,000, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. As of September 30, 2014, the entire principle balance of $60,000 was converted into 110,567,623 shares of common stock.

On February 14, 2014, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $22,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. As of September 30, 2014, Asher has converted $19,310 of principle debt into 144,808,378 shares of common stock, leaving a balance remaining on the convertible note of $3,190.

In the nine months ended September 30, 2014, Asher converted $247,820 of convertible debt and $5,900 of accrued interest into 381,048,414 common shares of the Company. In the year ended December 31, 2013, Asher Enterprises converted $44,490 of convertible notes payable into 7,265,116 common shares.

Premier Venture Partners, LLC (“Premier”)

On October 24, 2013, the Company entered into a court ordered settlement with Premier Venture Partners, LLC in the amount of $63,063. Premier Venture Partners, LLC purchased bona fide accounts payable vendor accounts of the Company in the amount of $63,063 which pursuant to the courts judgment will be settled in the form of common stock of the Company. Premier’s entitled to receive the number of common shares equal to a number, “with an aggregate value equity to (i) the sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expense, (ii) divided by the lower of the following: (1) fifty percent of the closing bid price for the trading day immediately preceding the order date or (2) fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period”.

The sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expenses were calculated as follows:

Claim amount	$	63,063
10% settlement fee		6,306
Attorney fees		5,770
Total	$	75,139

Management calculates the conversion price to be $0.00114 using fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period. Accordingly, Premier is entitled to receive 65,911,456 common shares of the Company as part of the settlement. In the nine months ended September 30, 2014, the Company issued 48,637,933 common shares to Premier pursuant to the court ordered settlement. As of September 30, 2014, the Company issued 58,637,933 shares of common stock to settle the court order with Premier.

Dennis Pieczarka

On May 22, 2013 the Company executed a convertible debenture agreement with Dennis Pieczarka for a $2,500 convertible note payable with interest of 9% per annum, unsecured and due on May 22, 2014. The holder has the right to convert the principle plus interest into common shares of the Company at a conversion rate of $0.15 per share.

Christopher Thompson

On May ~~April~~ 1, ~~2013~~2014, the Company entered into a Securities Purchase Agreement and convertible promissory note with Christopher Thompson in ~~for~~the aamount of $1015,000. The convertible promissory note ~~payable~~has ~~due~~ interest at 9.9% per annum, unsecured, and due ~~April~~May 1, ~~2014~~2015. The convertible note’s isprinciple ~~convertible~~and ~~into~~accrued ~~common~~interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of ~~$.10per~~the ~~share~~lowest closing bid price in the ten days prior to conversion. On ~~May~~March 2715, ~~2014~~2015, Christopher Thompson ~~assigned~~and ~~his~~Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $1030,000 ~~note~~in ~~with~~total ~~accrued~~to ~~interest~~Atlas, ofwhich included the $15,000 note dated May 1,~~025~~ to2014. ~~WHC~~This ~~Capital~~resulted in a zero debt balance as of June 30, ~~LLC~~2015.

On July ~~May~~ 1, 2014, the Company entered into a ~~Securities~~ ~~Purchase Agreement and~~ convertible promissory note with Christopher Thompson in the amount of $15,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due ~~May~~July 1, 2015. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. AsOn ofMarch ~~September~~15, 2015, Christopher Thompson and Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $30,000 ~~2014~~in total to Atlas, ~~there~~which ~~has~~included ~~been~~the no$15,000 note dated July 1, 2014. This resulted in a zero debt ~~converted~~balance onas ~~this~~of ~~note~~June 30, 2015.

On August ~~May 27~~1, 2014, the Company entered into a convertible promissory note with Christopher Thompson ~~assigned his~~in the amount of $1030,000. The convertible promissory note ~~payable~~has ~~with~~interest ~~accrued~~at ~~interest~~9.9% ofper $1annum,~~025~~ tounsecured, ~~WHC~~and ~~Capital~~due February 1, ~~LLC~~2015. The ~~original~~ convertible note ~~payable~~’s principle and ~~securities~~accrued ~~purchase~~interest ~~agreement~~may isbe ~~dated~~converted ~~April~~into 1,shares ~~2013,in~~of the ~~amount~~Company’s ofstock ~~$10,000~~at ~~with~~a ~~interest~~conversion ofrate 9equal to 60% ~~per~~of the ~~annum~~lowest closing bid price in the ten days prior to conversion. In the six months ended June 30, ~~unsecured~~2015, ~~and due~~the ~~April~~Company 1paid $2,500 cash ~~2014~~toward this note which left a balance of 27,500.

On September ~~July 1~~29, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $1530,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due ~~July~~March 129, 2015. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of ~~September~~June 30, ~~2014~~2015, there has been no debt converted on this note.

On September 2, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $15,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due September 2, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

On September 29, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $30,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due September 29, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

Michael Lace

On June 26, 2013, the Company entered into a Securities Purchase Agreement with Michael Lace for a $2,800 note payable due interest at 9% per annum, unsecured, and due June 26, 2014. The note is convertible into common shares of the Company at a conversion rate of $.05 per share. In the year ended December 31, 2013, Mr. Lace exercised his conversion rights to convert $2,800 of convertible debt and $11 of accrued interest into 56,221 common shares.

Charles Knoop

On July 9, 2013, the Company entered into a Securities Purchase Agreement with Charles Knoop for a $1,000 note payable due interest at 9% per annum, unsecured, and due July 9, 2014. The note is convertible into common shares of the Company at a conversion rate of $.095per share.

Balamurugan Shanmugam

On August 8, 2013, the Company entered into a Securities Purchase Agreement with Balamurugan Shanmugam for a $5,000 note payable due interest at 9% per annum, unsecured, and due August 8, 2014. The note is convertible into common shares of the Company at a conversion rate of $.10per share. On September 26, 2013, Balamurugan exercised his right to convert his $5,000 of convertible debt and $60 of accrued interest into 50,604 common shares.

LG Capital Funding

On March 7, 2014, the Company entered into a convertible promissory note with LG Capital Funding, LLC for an amount of $32,000 with 8% per annum and a maturity date of March 7, 2015. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the fifteen days prior to conversion. As of ~~September~~ June 30, ~~2014~~2015, there has been $15,~~000~~890 of principle converted oninto ~~this~~15,451,383 ~~note~~post reverse split shares of common stock, leaving a balance of $14,759. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On June 16, 2014, the Company entered into a convertible promissory note with LG Capital Funding, LLC for an amount of $42,000 with 8% per annum and a maturity date of June 16, 2015. The convertible note’s principle and accrued interest ~~may at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of ~~September~~ June 30, ~~2014~~2015, there has been no debt converted on this note.

JMJ Financial

On March 15, 2014, the Company entered into a convertible promissory note with JMJ Financial for up to $500,000 with 0%interest ~~for~~of ~~the first three months, then~~ 12% per annum ~~thereafter~~. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at at a conversion rate equal to 60% of the lowest closing bid price in the twenty-five days prior to conversion. In March of 2014, the Company received $30,000 ~~pursuant~~with to$7,333 ~~the~~of ~~convertible~~original ~~promissory~~issue ~~note with JMJ Financial~~discount. In June of 2014, the Company received an additional $30,000 with ~~pursuant~~$7,333 toof ~~the~~original ~~convertible~~issue ~~promissory note with JMJ Financial~~discount. In September of 2014, the Company received an additional $30,000 ~~pursuant~~with to$7,333 ~~the~~of ~~convertible~~original issue ~~promissory note with JMJ Financial~~discount. As of ~~September~~December 3031, 2014, the Company has received ~~only~~ $90,000 cash and recorded $22,000 of original issue discount pursuant to this convertible promissory note with JMJ Financial. As of ~~September~~June 30, ~~2014~~2015, JMJ Financial has converted $818,~~880~~ 566 of principle into ~~148~~12,~~000~~459,000 post reverse split shares ~~leaving~~of common stock resulting in a balance ~~due~~ of $8193,~~120~~434. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

IBC Funds, LLC

On April 24, 2014, IBC Funds, LLC, a Nevada limited liability company, acquired by assignment, debts owed by Monster Arts, Inc. to fourteen (14) creditors in the amount of $208,321. Likewise, on April 24, 2014, IBC Funds and Monster Arts, Inc. executed that certain Settlement Agreement and Stipulation, whereby Monster Arts, Inc. agreed to settle the debt of $208,321, and to pay the debt by the issuance of shares pursuant to Section 3(a)(10) of the Securities Act, which provides that the issuance of shares are exempt from the registration requirement of Section 5 of the Securities Act. In relevant part, Section 3(a)(10) of the Securities Act provides an exemption from the registration requirement for securities: (i) which are issued in exchange for a bona fide claim, (ii) where the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those to receive shares and they are afforded the opportunity to be heard, (iv) the issuer must advise the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there cannot be any impediments to the appearance of interested parties at the hearing.

On April 25, 2014, in a court proceeding styled IBC Funds, LLC, a Nevada limited Liability Company, Plaintiff vs. Monster Arts, Inc., a Nevada corporation, Defendant, bearing Civil Action in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, after due notice, the court entered an order approving the Settlement Agreement and Stipulation. In satisfaction of the debt, we agreed to issue shares of our common stock in one or more tranches to IBC Funds in the manner contemplated in the Settlement Agreement and Stipulation at a conversion price of 50% discount to market as calculated as the lowest closing trading price in the 15 (15) days prior to a conversion notice. In accordance with the terms of the Settlement Agreement and Stipulation, the court was advised of our intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of the shares.

As set forth in the order, the court found that the terms and conditions of the exchange were fair to Monster Arts, Inc. and IBC Funds within the meaning of Section 3(a)(10) of the Securities Act, and that the exchange of the debt for our securities was not made under Title 11 of the United States Code.

As of ~~September~~ June 30, ~~2014~~2015, as permitted by the court order and the Settlement Agreement and Stipulation, the Company has issued ~~590~~9,~~000~~180,000 post reverse split shares to IBC LLC for the conversion of $~~137~~144,~~000~~070, leaving a balance of $70,071. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

WHC Capital, LLC

On ~~May 27~~April 30, 2014, ~~Christopher~~the ~~Thompson~~Company ~~assigned his~~entered ~~$10,000~~into a convertible promissory note ~~payable~~ with ~~accrued~~WHC ~~interest~~Capital, LLC in the amount of $122,~~025~~000 to, ~~WHC~~with ~~Capital~~interest of 12% per annum, ~~LLC~~unsecured, and due April 30, 2015. The ~~original~~ convertible note’s ~~payable~~ principle and ~~securities~~accrued ~~purchase~~interest ~~agreement~~may isbe ~~dated~~converted into ~~April~~shares 1,of ~~2013,in~~ the ~~amount~~Company’s ofstock ~~$10,000~~at ~~with~~a ~~interest~~conversion ofrate 9equal to 55% ~~per~~of ~~annum,~~the ~~unsecured,~~lowest ~~and due~~closing ~~April~~bid 1,price ~~2014~~in the fifteen days prior to conversion. As of ~~September~~June 30, ~~2014~~2015, there has been $108,~~000~~421 of principle ~~and~~converted $1into 5,~~051~~130,010 inpost ~~accrued~~reverse ~~interest~~split ~~converted~~shares of onour ~~this note~~common stock, leaving a ~~remaining~~ balance of $013,528. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On July ~~April 30~~11, 2014, the Company entered into a ~~convertible~~Securities ~~promissory~~Exchange ~~note~~and Settlement Agreement (SE&S) with WHC Capital, LLC in(WHC, LLC), ~~the~~whereby ~~amount~~WHC, ofLLC purchased $225,~~000~~161 ,of ~~with~~note ~~interest~~payables ofdebt ~~12%~~due ~~per~~to ~~annum,~~Jennifer ~~unsecured,~~Salwender ~~and~~pursuant ~~due April~~to ~~30,~~an ~~2015.~~Assignment of Debt Agreement. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of ~~September~~ June 30, ~~2014~~2015, there has been no ~~$6,033~~debt ~~of principle~~ converted on this note.

On July 11, 2014, the Company entered into a Securities Exchange and Settlement Agreement (SE&S) with WHC Capital, LLC (WHC, LLC), whereby WHC, LLC purchased $5,161 of note payables debt due to Jennifer Salwender pursuant to an Assignment of Debt Agreement. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.12

Jennifer Salwender

On May 115, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of May 115, 2015. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after 180 days from the issuance date at a discount of 40% off the lowest closing traded price during the prior 10 trading days to a notice of conversion. As of ~~September~~June 30, ~~2014~~2015, there has been no debt converted on this note.

On June 14, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of June 14, 2015. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after 180 days from the issuance date at a discount of 40% off the lowest closing traded ~~price~~ price during the prior 10 trading days to a notice of conversion. As of ~~September~~June 30, ~~2014~~2015, there has been no debt converted on ~~this~~ this note.

ADAR BAYS, LLC

On May 2, 2014, the Company entered into a convertible promissory note with ADAR BAYS, LLC in an amount of $30,000 with 8% per annum and a maturity date of May 2, 2015. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the fifteen days prior to conversion. As of ~~September~~June 30, ~~2014~~2015, ~~there~~ ~~has~~ADAR ~~been~~BAYS, noLLC ~~debt~~ converted on$900 ~~this~~of principle into 360,000 reverse stock split shares, leaving a note balance of $29,100.

Brent Denlinger

On April 16, 2014, the Company entered into a convertible promissory note with Brent Denlinger in an amount of $15,000 with 9.9% per annum and a maturity date of April 16, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

KBM Worldwide, Inc.

On June 13, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. in an amount of $63,000 with 8% per annum and a maturity date of March 17, 2015. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the ten days prior to conversion. As of ~~September~~June 30, ~~2014~~ 2015, ~~there~~KBM ~~has~~converted ~~been~~$6,440 noof ~~debt~~principle ~~converted~~into on4,583,227 ~~this~~reverse ~~note~~stock split shares of common stock, leaving a balance of $56,560.

Jessie Redmayne

On April 4, 2014, the Company entered into a convertible promissory note with Jessie Redmayne in an amount of $5,000 with 9.9% per annum and a maturity date of April 4, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

Anubis Capital Partners

On April 1, 2014, the Company executed a convertible promissory note with Anubis Capital Partners in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible promissory note was executed in return for consulting services provided to the Company. The convertible note’s principle and accrued interest may ~~at any time~~ be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. On June 27, 2014, Anubis Capital Partners entered into a purchase and assumption agreement with Beaufort Capital Partners, LLC whereby ~~the~~ Anubis Capital Partners assigned ~~the~~ ~~entire~~a ~~note~~$63,950 ~~balance~~ of ~~$127,900~~their note balance to Beaufort Capital Partners, LLC. As of ~~September~~June 30, ~~2014~~2015, Anubis Capital Partners has ~~only assigned~~a ~~$63,950~~balance toon ~~Beaufort~~this ~~Capital~~note ~~Partners LLC. As~~ of ~~September 30~~$63, ~~2014, there has been no debt converted on this note~~950.

On October 1, 2014, the Company executed a convertible promissory note with Anubis Capital Partners in the amount of $83,950 with interest of 8% per annum and a maturity date of October 1, 2015. The convertible promissory note was executed in return for three (3) months of consulting services provided to the Company. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. As of June 30, 2015, there have been no conversion or payments against this note, leaving a balance of $83,950.

Beaufort Capital Partners, LLC

On June 27, 2014, the Company entered into a convertible promissory note with Beaufort Capital Partners LLC in the amount of $5075,000, includes $25,000 of original issue discount, with 12% interest per annum and a maturity date of December 27, 2014. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after the maturity date at a discount of 50% off the lowest traded price during the prior 20 trading days to a notice of conversion. As of June 30, ~~2014~~2015, Beaufort ~~there~~ has ~~been~~converted no$3,619 of debt ~~converted~~ on this note into 6,498,094 post reverser split shares of common stock, leaving a balance $73,856. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On June 27, 2014, Beaufort Capital Partners, LLC (“Beaufort”) entered into a purchase and assumption agreement whereby Beaufort would purchase and assume a convertible promissory note originally issued to Anubis Capital Partners on April 1, 2014 in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. As of September 30, 2014, Beaufort has only purchased $63,950 of the convertible note from Anubis Capital Partners. As of September 30, 2014, there has been no debt converted on this note.13

16On June 27, 2014, Beaufort Capital Partners, LLC (“Beaufort”) entered into a purchase and assumption agreement whereby Beaufort would purchase a portion of a convertible promissory note originally issued to Anubis Capital Partners on April 1, 2014 in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. As of June 30, 2015, there has been no debt converted on this note.

Sojourn Investments, LP

On July 14, 2014, the Company entered into a Debt Purchase Agreement with Sojourn Investments, LP whereby the Company issued ana ~~aggregate~~convertible promissory ~~principle~~note in the amount of $37,500 inwhich ~~convertible debt~~included ~~for~~$12,500 aof ~~purchase~~original ~~price~~issue ofdiscount ~~$25~~and due on June 14,~~000~~ 2015. The convertible note has interest of 12% per annum and is convertible into common shares of the Company at a conversion rate of 50% off the lowest trading market price for 20 days prior to conversion. AsIn ofthe ~~September~~ three months ended June 30, ~~2014~~2015, ~~there~~Sojourn ~~has~~converted ~~been~~$285 noof ~~debt~~principle into ~~converted~~3,625,000 onreverse ~~this~~stock ~~note~~split shares of common stock, leaving a balance of $36,145.

On November 15, 2014, the Company entered into a convertible promissory note with Sojourn Investments, LP in the amount of $7,500 which included $1,500 of original issue discount and due on November 15, 2015. The convertible note has interest of 12% per annum and is convertible into common shares of the Company at a conversion rate of 50% off the lowest trading market price for 20 days prior to conversion. As of June 30, 2015, there has been no debt converted on this note.

Ambrosial Consulting Group

On October 15, 2014, the Company executed a convertible promissory note with Ambrosial Consulting Group in the amount of $67,250 with interest of 8% per annum and a maturity date of October 15, 2015. The convertible promissory note was executed in return for six (6) months of consulting services to be provided to the Company. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty (20) days prior to conversion. In the six months ended June 30, 2015, Ambrosial assigned $20,000 to Carebourn Capital, L.P., leaving a principle balance of $47,250.

Atlas Long Term Growth Fund

On March 15, 2015, Christopher Thompson and Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $30,000 of convertible debt to Atlas which pertains to a convertible note payable dated July 1, 2014, entered into by Christopher Thompson. The convertible promissory note has interest at 9.9% per annum, unsecured, and is due July 1, 2015. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. In the six months ended June 30, 2015, Atlas converted $1,744 of debt into 5,789,845 post reverse split shares of common stock. As of June 30, 2015, there was a balance of $28,256 on this convertible note.

Carebourn Capital, L.P.

On March 13, 2015, Carebourn Capital, L.P. entered into a purchase and assignment agreement with Brent Denlinger, holder of a $15,000 convertible promissory note with the Company, to purchase and assign the note in full which included accrued interest of $1,554. The original note bears interest of 9.9% per annum and has a maturity date of April 16, 2015. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of June 30, 2015, no principle has been converted on this note.

On March 13, 2015, Carebourn Capital, L.P. entered into a purchase and assignment agreement with Ambrosial Consulting Group LLC, holder of a $20,000 convertible promissory note with the Company, to purchase and assign the note in full. The original note bears interest of 9.9% per annum and has a maturity date of May 15, 2015. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. In the six months ended June 30, 2015, Carebourn converted $15,486 of convertible debt into 46,138,842 post reverse split shares of common stock, leaving a balance on the note of $4,514.

On March 19, 2015 the Company entered into a securities purchase agreement and convertible promissory note with Carebourn Capital, L.P., a Delaware limited partnership, for the sum of $41,500. The Company received $35,000 cash with the remaining $6,500 being classified as original issue discount. The note bears interest of 12% per annum, matures on December 19, 2015 and may be converted into shares of the Company at a conversion rate of 50% multiplied by average of the lowest three (3) trading prices ten (10) trading days prior to the conversion date. As of June 30, 2015, no principle has been converted on this note.

Darling Capital, LLC

On April 1, 2015, the Company issued a replacement convertible promissory note to Darling Capital, LLC in the amount of $33,000 plus accrued interest of $3,119. Darling Capital, LLC purchased a portion of a convertible promissory note dated April 1, 2014 issued to Anibus Capital Partners in the original amount of $127,900. The replacement convertible promissory note bears interest of 10% per annum and is due on July 12, 2015. The convertible note’s principle and accrued interest may be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. In the six months ended June 30, 2015, Carebourn converted $15,486 of convertible debt into 40,218,507 post reverse split shares of common stock, leaving a balance on the note of $29,557.

The following table summarizes the total outstanding principle on convertible notes payable:

	September 30, 2014			December 31, 2013
	June 30, 2015			December 31, 2014
Convertible Notes Payable- Asher Enterprises, Inc.	$	~~3,190~~300		$	~~228,510~~300
Convertible Notes Payable - Tangier Investors, LLP		—-			—-
Convertible Note Payable- Premier Venture Partners LLC		—-			~~17,370~~-
Convertible Note Payable- Dennis Pieczarka		2,500			2,500
Convertible Note payable - Christopher Thompson		7557,~~000~~500			1090,000
Convertible Note payable - James Ault		2,565			2,565
Convertible Note payable - Charles Knoop		1,000			1,000
Convertible Note payable - LG Capital Funding		5956,~~000~~759			—58,555
Convertible Note payable - JMJ Financial		8193,~~120~~434			—98,020
Convertible Note payable - IBC Funds, LLC		7164,~~321~~251			—71,071
Convertible Note payable - WHC Capital, LLC		2118,~~077~~689			—21,077
Convertible Note payable - ADAR BAYS, LLC		3029,~~000~~100			—30,000
Convertible Note payable - Brent Delinger		~~15,000~~-			—15,000
Convertible Note payable - Jessie Redmayne		105,000			—5,000
Convertible Note payable - Jennifer Salwender		40,000			—40,000
Convertible Note payable - Anibus Capital Partners		63114,~~950~~900			—147,900
Convertible Note payable - Beaufort Capital Partners, LLC		~~113~~135,~~950~~333			—137,812
Convertible Note payable - KBM Worldwide		6356,~~000~~560			—63,000
Convertible Note payable - Sojourn Investments, LP		3743,~~500~~645			—45,000
Less: Discounts on Notes Payable		(12,500	)		—
Convertible Note payable - Ambrosial Consulting Group		47,250			67,250
Total	$	677,673		$	261,945
Convertible Note payable - Carebourn Capital, L.P.		61,014			-
Convertible Note payable - Darling Capital, LLC		32,345			-
Convertible Note payable - Atlas Long Term Growth Fund		28,256			-
Less: Debt discount		(221,059	)		(339,934	)
Total Convertible Notes Payable, net of discounts	$	669,342		$	556,116

~~The accrued interest on convertible notes payable at September 30, 2014 and December 31, 2013 was $50,274 and 11,695, respectively.~~15

Debt Discount

In the six months ended June 30, 2015 and 2014, the Company recorded interest expense pertaining to debt discount on our convertible note in the amounts of $201,875 and $453,263. As of June 30, 2015 and December 31, 2014, the Company has a debt discount balance in the amounts of $221,059 and $339,934.

Accrued Interest

As of June 30, 2015 and December 31, 2014, the Company has an accrued interest balance pertaining to its outstanding liabilities in the amounts $105,286 and $67,907, respectively.

Derivative liability

The conversion feature included in our outstanding convertible promissory notes constitute a derivative and have been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt on the accompany balance sheet~~, and revalued to fair market value at each reporting period~~. ~~At September 30, 2014 and December 31, 2013, the Company had $12,103,378 and $21,876,947 in derivative liability pertaining to the outstanding convertible notes.~~ The Company calculates the derivative liability using the Black Scholes Model which takes into consideration the stock price on the grant date, exercise price with discount to market conversion rate, stock volatility, expected life of the note, risk-free rate, annual rate of quarterly dividends, call option value and put option value.

17As of June 30, 2015 and December 31, 2014, the Company had $922,017 and $1,564,098 in derivative liability pertaining to the outstanding convertible notes.

The following is the range of variables used in revaluing the derivative liabilities at ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014:

		September 30, 2014			December 31, 2013
	June 30, 2015			December 31, 2014
Annual dividend yield		0			0
Expected life (years) of		0.01 – .165			0.01 – .7595
Risk-free interest rate		1013	%		1013	%
Expected volatility		~~422~~461.78	%		~~310~~563.9	%

NOTE 8 - STOCKHOLDERS' DEFICIT

Reverse Stock Split (See Note 13 – Subsequent Events)

On August 28, 2014, the Board of Directors and majority shareholders of Monster Arts Inc., approved a reverse stock split of one for two hundred (1:200) of the Company's total issued and outstanding shares of common stock. The reverse stock split went effective with FINRA on January 16, 2015 which makes it a subsequent event in this Form 10-K filing. The Company has not made any adjustments to its financial statement regarding the reverse stock split in this filing. The reverse stock split can be further referenced in our Form 8-K filing on January 16, 2015.

Authorized Common Stock

On July 19, 2013, the Company amended its articles of incorporation to increase its authorized shares from 75,000,000 to 750,000,000 of which 730,000,000 were designated as common stock and 20,000,000 were designated as preferred stock. The ~~stocks~~shares have a par value of $0.001. In August of 2014, the Company amended is articles of incorporation to increase the number of authorized common shares from 730,000,000 to 5,000,000,000 with a par value of $0.001.

Authorized Preferred Stock

The Company has designated 20,000,000 preferred shares as Series A Preferred Stock, par value $0.001. Each share of Series A Preferred Stock can vote equal to 100 shares of common stock and can be converted to common stock at a rate of 1 to 1.

On August 8, 2014, our Board of Directors and majority shareholders, approved an amendment to the Company's Articles to increase the shares of blank check preferred stock, $0.001 par value per share, from 20,000,000 to 100,000,000 shares (the "Preferred Stock”).16

Issuance of Preferred Stock

The Company has 20,000,000 Series A preferred shares issued and outstanding as of ~~September~~December 3031, 2014 all of which were issued to the Company’s chief executive officer, Wayne Irving II, for services rendered. The preferred shares were valued at par $0.001 which resulted in recording compensation expense of $20,000.

Issuance of Common Stock

In the ~~year~~six months ended ~~December~~June 3130, ~~2013~~2015, the Company issued 26198,~~136~~786,~~087~~487 ~~common~~post ~~shares~~reverse ofsplit ~~which 861,751~~ shares ~~were~~of ~~for~~common ~~$454~~stock,~~300~~ ~~cash~~of ~~($278,425~~which ~~received in 2012)~~194, 7786,~~355,667~~487 shares ~~were~~ towere ~~consultants~~issued for ~~services, 14,775,358 shares were for~~ the reduction of $~~128~~44,~~083~~649 in convertible debt and ~~$82 of accrued interest~~200, ~~and~~000 ~~3,143,311~~ shares were issued for ~~the~~services ~~conversion~~valued ofat 13$4,~~767,684~~000 ~~shares~~based on ofour Adclosing ~~Shark.~~trading ~~The shares to consultants were valued at the closing~~ stock price on the date of the executed ~~agreement. This resulted in a~~ consulting ~~expense of $814,275 being recorded for the year ended December 31, 2013~~agreement. The uncompleted portions of the consulting contracts for future services were recorded as prepaid expenses (See Note 4 for further details). At December 31, 2013, the Company recorded $139,996 in prepaid expenses pursuant to future consulting services to be performed in 2014 pursuant to contract obligations. Of the 7,355,667 shares issued to consultants, 323,833 shares were incorrectly issued and later returned and cancelled.

In the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2014, the Company issued 12,~~661~~152,~~125~~805,~~225~~559 common shares of which 477,381,~~048,414~~748 shares were issued to Asher Enterprises, Inc. for the conversion of $~~247~~250,~~820~~710 of principle and $5,900 of accrued interest, 58,637,933 shares were issued to Premier Venture Partners, LLC pursuant to the court ordered settlement, 590,000,000 shares were issued to IBC Funds, LLC for the conversion of $81,000 of convertible debt, ~~350~~40,608,172 shares to WHC Capital, LLC for the conversion of $17,084 in convertible debt, 233,000,000 shares to ~~our~~ ~~chief~~JMJ ~~executive~~Financial ~~officer~~for the conversion of $13,980 ~~Wayne~~of ~~Irving~~convertible debt, 113,700,000 shares to Beaufort Capital for the ~~reduction~~conversion of $871,~~500~~137 inof ~~accrued~~convertible ~~payroll liability~~debt, 40200,~~608~~667,~~172~~134 shares were issued to ~~WHC~~ LG Capital, LLC for the conversion of $1715,~~084~~445 of in convertible ~~dent~~debt, 24,998,879 shares were issued to Ad Shark, Inc. shareholders for the conversion of their Ad Shark, Inc. shares at a ratio of 4.38 Ad Shark shares to Monster Arts Inc. shares, 350,000,000 shares were issued to our chief executive officer, Wayne Irving, for the reduction of $87,500 in accrued payroll liability, and 8963,~~055~~811,~~110~~693 shares were to consultants for services rendered byto ~~September~~the ~~30, 2014~~Company. The Company valued the 89413,~~055~~811,~~110~~693 shares to consultants at the closing share price on the date of issuance which resulted in the Company recording a non-cash consulting expense of $~~179~~244,~~453~~847.

18Stock Payable

~~NOTE~~On 9April 1, –2015, ~~CONTINGENCY~~the ~~AGREEMENTS~~Company and its chief executive officer, Wayne Irving II, entered into a settlement agreement whereby Mr. Irving II agreed to settle $50,000 of accrued salary for 200,000,000 post reverse split shares of common stock. The 200,000,000 shares are not yet issued as of the date of this filing and are recorded as a stock payable on our balance sheet.

NOTE 9 – MATERIAL AGREEMENTS

Master Purchase Agreement with Iconosys

On March 4, 2013, the Company and Iconosys, a privately held corporation, which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, smart phone apps. In addition, the Company received 15,046,078 shares of Iconosys common stock, $0.001 par value, as consideration for the cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Iconosys stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of ~~September~~June 30, ~~2014.~~ Since this agreement was between related parties, being the two company’s share an officer, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital2015.

Management Service Agreement with Iconosys

On July 16, 2013, the Company executed a management service agreement with a subdivision of Iconosys called Text Kills. Iconosys shares an officer with the Company. The Company will provide service and management support for Text Kills events which includes but is not limited to raising awareness, public education campaigns, and managing the Text Kills tour bus. In the nine months ended September 30, 2014 and in the year ended December 31, 2013 the Company recognized $250 and $5,387 in commission revenues from related parties relating to Text Kills.

Joint Venture agreement with Intelligent Living Inc.

On November 1, 2013, the Company executed a joint venture agreement with Intelligent Living, Inc. (“ILIV”). You can read the full agreement in the registrant’s SEC Form 8-K filing on November 5, 2013. The Company will provide ILIV comprehensive and end-to-end turnkey business function through its development of smartphone and tablet apps. The Company’s revenue sharing will be 35% of gross payments from app sales from Google Play and 50% of gross payments from app sales through Amazon, Nook, iTunes, and others. The Company will be paid in the form of stock by ILIV which is a publically traded company trading on the OTCQB under the symbol “ILIV”. The Company will be paid 36,600,000 common shares of ILIV in quarterly installments over a period of 2 years from the date of the agreement. The Company has been paid an initial 10,000,000 common shares upon closing of the agreement which were valued at the closing price of ILIV stock on November 1, 2013 which was $0.001. This resulted in the Company recording an available-for-sale securities asset of $10,000. The available-for-sale securities asset was revalued at September 30, 2014 using the closing price of ILIV of $0.0006 per share which resulted in the Company recording an unrealized gain on available-for-sale securities of $12,437.

Employment Agreement with Chief Executive Officer, Wayne Irving

On August 1, 2011, the Company’s wholly owned subsidiary, Ad Shark, entered into an employment agreement with its President Wayne Irving. The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014, or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. Monster Arts, Inc. absorbed the employment agreement when Ad Shark was dissolved in early 2014. As of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014, the Company had accrued wages of $4849,~~607~~ 581 and $~~155~~46,~~706~~800, respectively which are included in accounts payable and accrued expenses to related party balance. In the nine months ended September 30, 2014, the Company entered into a debt settlement agreement with its chief executive officer, Wayne Irving, whereby the Company issued 350,000,000 shares of common stock for the reduction of $87,500 in accrued payroll liability.

~~Consulting Agreement with Mind Solutions, Inc.~~17

19In the year ended December 31, 2014, the Company entered into a debt settlement agreement with its chief executive officer, Wayne Irving, whereby the Company issued 1,750,000 post reverse split shares of common stock for the reduction of $87,500 in accrued payroll liability. On April 1, 2015, the Company and its chief executive officer, Wayne Irving II, entered into a settlement agreement whereby Mr. Irving II agreed to settle $50,000 of accrued salary for 200,000,000 post reverse split shares of common stock. The 200,000,000 shares are not yet issued as of the date of this filing and are recorded as a stock payable on our balance sheet.

~~On February 19, 2014, the Company entered into a consulting agreement~~Equity ~~with~~Purchase ~~Mind~~Agreement ~~Solutions, Inc., whereby Mind Solutions, Inc. will provide the Company~~ with ~~thought~~Premier controlled software development services over a one year term. The Company will pay Mind Solutions, Inc. four quarterly payments of $50,000 in restricted common stock of the Company. In the nine months ended September 30, 2014, the Company issued 39,583,333 shares of common stock.Venture

~~NOTE~~On March 1012, –2015, ~~RELATED~~the ~~PARTY~~Company ~~TRANSACTIONS~~entered into the Equity Purchase Agreement with Premier Venture. Pursuant to the terms and provisions of the Equity Purchase Agreement, for a period of thirty-six (36) months commencing on the date of effectiveness of the Registration Statement. Premier Venture shall commit to purchase up to $5,000,000 of the Company's common stock, $.001 par value (the "Shares"), pursuant to Puts (as defined below) covering the Registrable Securities (as defined below). The Purchase Price for the Shares for each Put shall be the put amount multiplied by seventy percent (70%) of the lowest individual daily VWAP of the Shares during the pricing period less six hundred dollars ($600.00). The maximum number of Shares that the Company shall be entitled to Put to Premier Venture per any applicable Put Notice (the “Put Amount”) shall not exceed the lesser of (i) 200% of the average daily trading volume of Company’s common stock on the five trading days prior to the date the Put Notice is received by Premier Venture; and (ii) 120% of the highest put amount on any put notice delivered under the Equity Purchase Agreement (the amount shall never be less than 1,000,000 shares). Notwithstanding the preceding sentence, the Put Amount cannot exceed 4.99% of the outstanding shares of the Company.

On March 12, 2015, the Company entered into the Registration Rights Agreement with Premier Venture. Pursuant to the terms and provisions of the Registration Rights Agreement, the Company is obligated to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission to cover the Registrable Securities within thirty (30) days from the date of execution of the Registration Rights Agreement. The Company must use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the Securities and Exchange Commission.

NOTE 12 – RELATED PARTY TRANSACTIONS

Issuance of Preferred Stock

The Company has 20,000,000 Series A preferred shares issued and outstanding as of ~~September~~December 3031, 2014 which were issued to the Company’s chief executive officer, Wayne Irving II, for services rendered.

Debt Settlement Agreement Chief Executive Officer

On June 15, 2014, the Company entered into a debt settlement agreement with its chief executive officer, Wayne Irving, whereby the Company issued 100,000,000 shares of common stock for the reduction of $25,000 in accrued payroll liability.

On July 30, 2014, the Board of Directors of the Company authorized and approved the execution of a settlement agreement with the Company’s chief executive officer, Wayne Irving II, whereby the Company will issue 250,000,000 restricted common shares in return for the reduction in $62,500 in accrued liabilities payable to Mr. Irving pursuant to an employment agreement.

Appointment of Chief Financial Officer

In August of 2014, the Company appointed Tisha Lawton as the Secretary, Treasurer and Chief Financial Officer of the Company. Ms. Lawton is a sibling of our Chief Executive Officer, Wayne Irving II.

Equity interest in Candor Homes Corporation

On April 25, 2014, the Company entered into a subscription agreement to buy 53,000 shares of common stock of Candor Homes Corporation, (“CH, Inc.”) for $10,000 which represents 53% of the equity interest in CH, Inc. As of ~~September~~December 3031, 2014, there has been no activity with CH, Inc. and the Company has recorded accounts payable to related party balance of $10,000. The only two directors of CH, Inc. are our chief executive officer, Wayne Irving II and his sister. CH, Inc. is activity analyzing potential land investments in Central Iowa where new homes could be built. As of December 31, 2014, there are no assets, liabilities or activity in CH, Inc.

Asset Purchase Agreement with Iconosys for TAVG

The Company approved the execution of certain asset purchase and domain name, web site content and trademark assignment agreement dated August 8, 2013 with Iconosys, Inc., a private California corporation which shares an officer with the Company. See footnote 6 for additional details.

Management Service Agreement with Iconosys

On July 16, 2013, the Company executed a management service agreement with a subdivision of Iconosys called Text Kills. Iconosys shares an officer with the Company. The Company will provide service and management support for Text Kills events which includes but is not limited to raising awareness, public education campaigns, and managing the Text Kills tour bus. In the nine months ended September 30, 2014 and for the year ended December 31, 2013 the Company recognized $250 and $5,387 of commission revenues from related parties relating to Text Kills.

Notes Payable to Related Parties

In 2012, the Company had certain debts paid directly by Iconosys, a private California corporation which shares an officer with the Company. The amounts paid on behalf of the Company totaled $13,250 as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014. They were recorded as a note payable to related party. The note payable has terms of 0% interest and is payable on demand.

Pursuant to the asset purchase agreement with Iconosys executed on August 8, 2013, further described in Note 6, the Company issued a promissory note to Iconosys in the amount of $45,000, due August 7, 2014, with annum interest of 4%. for the purchase of TAVG (see Note 6). As of ~~September~~June 30, ~~2014~~2015, ~~there~~the ~~remains~~note to Iconosys has a balance of $132,~~730~~244.

At June ~~September~~ 30, ~~2014~~2015 and December 31, ~~2013~~2014, the Company had notes payable to related parties balance of $2615,~~980 and $57,480~~494.

Loan receivable to related party

The Company’s subsidiary, Ad Shark Inc., has a $300,000 line of credit agreement with Iconosys. The line of credit agreement has terms of 4%, payable on demand. Iconosys is a private California corporation which shares an officer with the Company. Mr. Irving was appointed CFO in May of 2012 and then appointed CEO in late 2012. Iconosys was at one time the parent company to Ad Shark, Inc. At ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~ 2014, the total loan receivable balance advanced to Iconosys is $~~313~~284,~~333 and $290~~943,~~532,~~ respectively. At ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014, the accrued interest receivable to related party balance was $2332,~~282~~413 and $1526,~~577~~715, respectively.

Employment Agreement with Chief Executive Officer, Wayne Irving

On August 1, 2011, the Company’s wholly owned subsidiary, Ad Shark, entered into an employment agreement with its President Wayne Irving. The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014, or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. Monster Arts, Inc. absorbed the employment agreement when Ad Shark was dissolved in early 2014. As of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014, the Company had accrued wages ofowed ~~$48,607~~to ~~and~~Wayne ~~$155,706,~~Irving II ~~respectively~~in ~~which~~the ~~are~~amounts ~~included in~~of ~~accounts~~$22,812 ~~payable~~ and ~~accrued expenses to related party balance~~$46,800.

Employment Agreement with Chief Financial Officer, Tisha Lawton

In August of 2014, the Company appointed Tisha Lawton as the Secretary, Treasurer and Chief Financial Officer of the Company. The Company will pay Mrs. Lawton a yearly salary of $10,000. As additional compensation, Mrs Lawton will be paid 5,000,000 shares of restricted common stock per calendar quarter or the equivalent of $12,000, whichever is less. In the year ended December 31, 2014, the Company issued 5,000,000 common shares to Mrs. Lawton. In December of 2014, Mrs. Lawton resigned as the Secretary, Treasurer and Chief Financial Officer of the Company. Her employment agreement was cancelled in December of 2014.

~~Loan~~NOTE 13 ~~from~~- ~~Officer~~SUBSEQUENT EVENTS

The Company was loaned money by Wayne Irving, the chief executive officer of the Company, with 0% interest and payable on demand. At September 30, 2013 and December 31, 2013 the loan from officer balance was $14,004 and $17,021.

Master Purchase Agreement with Iconosys

On March 4, 2013, the Company and Iconosys, a privately held corporation, which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, smart phone apps. In addition, the Company received 15,046,078 shares of Iconosys common stock, $0.001 par value, as consideration for the cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Iconosys stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of June 30, 2014. Since this agreement was between related parties, being the two company’s share an officer, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital.

Ad Shark Acquisition

The Chairman, Chief Executive Officer and Chief Financial Officer of Monster Offers is Wayne Irving II; Mr. Irving has been an officer and director of the Company since May 15, 2012. On November 9, 2012, Monster Offers entered into an Acquisition Agreement and Plan of Merger to acquire Ad Shark. At the time of this transaction, Wayne Irving II was also the Chief Executive Officer and a director of Ad Shark. He is also the Chief Executive Officer, Director and majority shareholder of Iconosys, Inc. (“Iconosys”), which owned Ad Shark prior to Iconosys’ spinoff (the “Spinoff”) of its shareholdings in Ad Shark to its shareholders. Subsequent to the Spinoff, Ad Shark merged with Monster Offers (the “Merger”). As a result of the Merger, Mr. Irving became the director, Chairman, Chief Executive Officer and Chief Financial Officer of the Company, which was the surviving entity of the Merger, and remains the largest shareholder of the Company. As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full force and effect a three-year Employment Agreement between Ad Shark and Mr. Irving which was entered into on August 1, 2012.

As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full force and effect and to honor an ISO (Independent Sales Organization) Agreement between Ad Shark and Iconosys for the duration of the agreement, which terminates in June, 2013. At the time that subject agreement was entered into by the parties, Wayne Irving II was a principal executive officer and director for both Ad Shark and Iconosys. This Agreement allows Ad Shark to receive compensation from Iconosys in exchange for services rendered by Ad Shark in connection with its acting as Iconosys’ Independent Sales Organization. Under the terms of this Agreement, at the time of the Merger, Iconosys currently had an obligation to pay Ad Shark approximately $75,000.

As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full and effect and to honor the Engagement Agreement dated March 19, 2011 between the Law Office of Brandon S. Chabner, a Professional Corporation, and Ad Shark. Brandon S. Chabner, Esq., is a director and corporate officer of Iconosys and 5%-plus shareholder of Monster Offers. The above-referenced Engagement Agreement provides for the provision of discounted cash rate legal services in exchange for equity-based compensation.

As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full and effect and to honor a Line of Credit Agreement dated June 19, 2012 (the “LOC Agreement”) between Ad Shark, as “Lender,”, and Iconosys, as “Borrower.” This is a $300,000 revolving line of credit, pursuant to which, as of the effective time of the Merger, Iconosys has an obligation to repay Ad Shark approximately $271,000 in borrowings. This represents funds borrowed by Iconosys from Ad Shark on various dates during the period June 19, 2012 through October 9, 2012. Monster Offers agreed to assume Ad Shark’s rights and obligations under the LOC Agreement as an integral part of this Merger. As of the Effective Time of the Merger, Monster Offers also owed Iconosys approximately $75,000 in repayments of monies previously borrowed by Monster Offers from Iconosys, and which obligation, as agreed to by Monster Offers and Ad Shark in the Merger Agreement, may be offset by Iconosys against Iconosys’ repayment obligations to Monster Offers under the LOC Agreement.

As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full effect two separate Consulting Agreements, each dated June 1, 2012, between Ad Shark and Paul Gain, a former officer and director of Monster Offers, and between Ad Shark and Paul West. Under each of these Consulting Agreements, Ad Shark paid grants of Common Stock of Five Million (5,000,000) and One Million Five Hundred Thousand (1,500,000) of restricted Ad Shark shares to Mr. Gain and Mr. West, respectively, for past consulting services rendered to Ad Shark. As part of these Consulting Agreements, each of Messrs. Gain and West entered into a Confidentially Agreement pursuant to which (i) they each agreed to keep Ad Shark proprietary information confidential, and (ii) for a period of twelve (12) months immediately following the termination of their applicable Consulting Agreement, they each agreed not to solicit Ad Shark employees or independent contractors.

NOTE 11 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than mentioned below no other material subsequent events exist.

1. From ~~October~~July 1, ~~2014~~2015 tothrough the date of this filing, the Company issued ~~224~~629,~~166~~039,~~667~~666 post reverse stock split shares of common stock ~~in the Company~~ for the reduction of $1231,~~950~~343 in principle convertible debt ~~from three unrelated third parties~~.

Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

The Company from time to time may make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Overview of Current Operations

We are currently focused on advancing an innovative approach to managing GPS technologies along with its significant experience in developing GPS and other smart location technologies into its apps for itself and its clients. Currently Monster arts is investing funds for development, graphic design, app design, app development, .net development, and other technologies, along with administrative and management support for the creation of a nationwide tracking system that is to run on smart device controlled aerial appliances, like drones for example.

The Company is innovative software developer for mobile devices, smart TV, and set top boxes running iOS, Android, Windows and other platforms. The company is also involved in the travel industry through its online and mobile platform for consumers and paying members of Travel America Visitor Guide (TAVG), (Further described in Note 6).

We utilize proprietary technology that we have developed, acquired, and/or licensed to deploy our products and services. Our primary services include the development of Smartphone and tablet apps for clients and ourselves. We sell and arrange to sell ours and our clients apps developed thru the online and mobile marketplaces Google Play, iTunes, Amazon AppStore, and Barnes & Noble Online Marketplace. The sales of our innovative apps are subject to a commission fee charged by the online partners mentioned above. From time to time, we partner with a client at a reduced rate to earn potentially longer term residual revenues for ourselves.

Going Concern

In our auditor's report for the fiscal years ended December 31, 2014 and 2013, our auditors expressed substantial doubt as to our ability to continue as a going concern. We anticipate incurring losses in the foreseeable future. We do not have an established source of revenue sufficient to cover our operating costs. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means. If we are unable to reverse our losses, we will have to discontinue operations.

Amendment to Articles of Incorporation- Increase Series A Preferred Stock

In March of 2014, the Company amended its articles of incorporation with the State of Nevada to increase the number of Series A Preferred Shares from 10,000,000 to 20,000,000.

Amendment to Articles of Incorporation- Increase Authorized Preferred Stock

On August 8, 2014, our Board of Directors and majority shareholders, believing it to be in the best interests of the Company and its shareholders, approved the amendment to the Company's Articles to increase the shares of blank check preferred stock, $0.001 par value per share, from 20,000,000 to 100,000,000 shares (the "Preferred Stock”).

Amendment to Articles of Incorporation- Approval of Reverse Stock Split

On August 8, 2014, our Board of Directors and majority shareholders, approved a reverse stock split upon receipt of all necessary regulatory approvals and the passage of all necessary waiting periods. The reverse split would reduce the number of outstanding shares of our common stock at a ratio of 100 to 1 but have no effect on the number of authorized shares of Common Stock or Preferred Stock.

Amendment to Articles of Incorporation- Increase in authorized Common Shares

In August of 2014, the Company amended is articles of incorporation to increase the number of authorized common shares from 730,000,000 to 5,000,000,000 with a par value of $0.001.

Results of Operations for the six months ended June 30, 2015 and 2014

Revenues

We generated $25,648 in revenues for the six months ended June 30, 2015 compared to $98,690 for the six months ended June 30, 2014, a decrease of $73,042. Monster generates revenues through a few revenue streams. One of which is through its exclusive partner to Max Apps for the purpose of developing and sharing in revenues of developed apps sold under the Max Apps brand. Project with Max Apps have materially decreased in 2015. Another revenue stream is our Travel America Visitor Guide (TAVG) network which sells one year memberships. The Company also generates revenue through app development consulting services. The Company executed an app development consulting service agreement with Mind Solutions, Inc. which is noted in the footnotes to our financial statements.

Cost of Revenues

The Company had cost of revenues of $3,207 for the six months ended June 30, 2015 compared to $19,211 for the six months ended June 30, 2014, a decrease of $16,004. Our cost of revenues include TAVG direct mailing costs such as printing, postage, graphic design, programming costs, app development costs, and administrative labor to; print, fold, stuff, deliver, pickup, process, input the data in the TAVG network. Other cost of revenues pertain to our Apps sold on markets (ie: Google Play, iTunes, Amazon, etc) which have to be maintained and updated when a new operating system and or appstore updates or interfaces require the graphic design/app development/tech support labor to do so. Monster Arts uses independent contractors both locally and internationally to process most of the workings for TAVG and the other apps that we develop and sell to the public.

Selling, general and administrative expense.

For the six months ended June 30, 2015, selling, general and administrative expenses were $15,284 compared to $105,232 for the six months ended June 30, 2014, an increase of $89,948. Selling, general and administrative expenses are made up of travel, office, payroll taxes, depreciation, advertising, and other expenses. For the most part, SG&A has stayed consistent from year to year.

Consulting Expense

For the six months ended June 30, 2015 , consulting expense decreased to $59,440 as compared to $620,256 from the six months ended June 30, 2014, primarily as a result of a the less expense related to stock being issued to consultants for services rendered to the Company.

Wages

For the six months ended June 30, 2015, we had wages of $47,015 compared to $80,833 from the six months ended June 30, 2014, a decrease of $33,818. Wages decreased due to the Company having less administrative duties necessary. The Company has an employee compensation agreement with Wayne Irving, its CEO and CFO, which is described in Note 9 in our footnotes to our financial statements filed herein.

Professional Services

For the six months ended June 30, 2015, professional fees decreased to $2,400 as compared to $90,016 from the six months ended June 30, 2014. Professional fees decreased significantly due to less operations in 2015.

Other Income and Expenses

For the six months ended June 30, 2015, the Company had net other income and expense of $487,669 as compared to ($809,191) for the six months ended June 30, 2014.

Interest expense

For the six months ended June 30, 2015, interest expense increased to $41,236 as compared to $26,787 for the six months ended June 30, 2014, an increase of $14,449. The increase was due to additional interest expense incurred from the discount on the issuances of convertible promissory notes.

Derivative interest expense.

For the six months ended June 30, 2015, derivative interest expense was $160,375 as compared to $1,689,122 for the six months ended June 30, 2014, a decrease of $1,528,747. The decrease was due to the Black Scholes Method calculation used to compute the derivative liability regarding the outstanding convertible notes payable.

Interest income

For the six months ended June 30, 2015, interest income was $5,699 as compared to $4,400 for the six months ended June 30, 2014, an increase of $1,299. The increase is due to the accrued interest receivable on the outstanding loan receivable to relate party balance.

Gain/(Loss) on derivative adjustment

For the six months ended June 30, 2015, gain on derivative adjustment was $683,581 as compared to $902,318 for the six months ended June 30, 2014, a decrease of $218,737. The decrease was due to the Black Scholes Method calculation used to compute the derivative liability regarding the outstanding convertible notes payable.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between June 30, 2015 and December 31, 2014:

	June 30,			December 31,			$			%
	2015			2014			Change			Change
Working Capital	$	(1,493,658	)	$	(1,981,800	)	$	488,142			(24.6	%)
Cash / (overdraft)		(710	)		16,116			(16,826	)		(104.4	%)
Total current assets		317,356			381,014			(63,658	)		(16.7	%)
Total assets	$	317,356		$	382,633		$	(65,277	)		(17.1	%)

Accounts payable & accrued expenses	$	32,875		$	53,834		$	(20,959	)		(38.9	%)
Notes payable & accrued interest		774,638			639,517			135,121			21.1	%
Total current liabilities		1,811,014			2,362,814			(551,800	)		(23.4	%)
Total liabilities	$	1,811,014		$	2,362,814		$	(551,800	)		(23.4	%)

~~Item~~At June 2.30, -2015 ~~Management's~~our ~~Discussion~~working ~~and~~capital ~~Analysis~~decreased as compared to December 31, 2014 primarily as a result of ~~Financial~~a ~~Condition~~decrease ~~and~~in ~~Results~~derivative liability of ~~Operations~~$642,081 which was calculated using the Black Scholes Model based on our outstanding convertible notes payable.

~~Forward-Looking Information~~Operating activities

~~The~~Net cash ~~Company~~used ~~from~~for ~~time~~continuing tooperating ~~time~~activities ~~may~~during the ~~make~~six ~~written or~~months ~~oral~~ended ~~"forward-looking~~June ~~statements"~~30, ~~including~~2015 ~~statements~~were ~~contained~~$53,879. inNon-cash ~~this~~items ~~report~~totaling approximately ~~and~~$439,850 incontributing ~~other~~to ~~communications by~~ the ~~Company,~~ ~~which~~net ~~are~~cash ~~made~~used in ~~good~~continuing ~~faith~~operating byactivities ~~the~~for ~~Company pursuant to~~ the ~~"safe~~six ~~harbor"~~months ~~provisions~~ended ofJune ~~the Private Securities~~30, ~~Litigation~~2015 ~~Reform Act of 1995.~~include:

~~These~~● ~~forward-looking statements include statements of the Company's plans~~$21,992 ~~objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors,~~ in ~~addition~~marketable tosecurities ~~others~~revenues ~~not~~● ~~listed~~$125,375 ~~could cause the Company's actual results to differ materially from those expressed~~ in ~~forward~~discount ~~looking~~on ~~statements:~~convertible ~~the~~notes ~~strength~~payable of● ~~the domestic and local economies in which the Company conducts operations~~$642,081 ~~the impact of current uncertainties~~ in ~~global~~gain ~~economic~~on ~~conditions and~~derivative ~~the~~adjustment ~~ongoing~~● ~~financial crisis affecting the domestic and foreign banking system and financial markets~~$53,240 ~~including~~in ~~the~~stock ~~impact on~~issued ~~the~~for ~~Company's~~consulting ~~suppliers~~services ~~and~~● ~~customers~~$5,699 ~~changes~~ in ~~client~~increase ~~needs and consumer spending habits, the impact~~ of ~~competition~~interest ~~and technological change~~ on ~~the~~notes ~~Company,~~receivable ~~the~~● ~~Company's ability to manage its growth effectively~~$20,959 ~~including~~decrease ~~its~~in ~~ability~~accounts topayable ~~successfully~~● ~~integrate any business which it might acquire~~$34,877 ~~and~~decrease ~~currency fluctuations. All forward-looking statements~~ in ~~this~~accounts ~~report~~payable ~~are based upon information available~~ to ~~the~~related ~~Company~~parties on● ~~the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement~~$37,389 ~~whether~~increase asin aaccrued ~~result of new information, future events, or otherwise, except as required by law.~~interest

~~Critical~~Net cash ~~Accounting~~used ~~Policies~~for continuing operating activities during the six months ended June 30, 2014 was $435,510. Non-cash items totaling approximately $1,190,539 contributing to the net cash used in continuing operating activities for the six months ended June 30, 2014 include:

~~There~~● ~~have~~$9,177 ~~been~~in noavailable-for-sale ~~material~~securities ~~changes~~● to$1,689,122 ~~our critical~~in ~~accounting~~discount ~~policies~~on ~~and~~convertible ~~estimates~~notes ~~from~~payable ~~the~~● ~~information~~$902,318 ~~provided~~in gain on derivative adjustment ● $297,854 in ~~Item~~stock 7issued for services ● $394 in depreciation ● $5,506 ~~"Management's~~in ~~Discussion~~accrued ~~and~~interest ~~Analysis of~~receivable ~~Financial~~● ~~Condition~~$3,402 ~~and~~in ~~Results~~loan ofreceivable ~~Operations"~~to related parties ● $3,602 ~~included~~in accounts receivable ● $13,017 in ~~our~~accounts ~~Annual~~payable ~~Report~~and onaccrued ~~Form~~expenses ~~10-K~~● ~~for~~$16,708 ~~the~~in ~~fiscal~~accounts ~~year~~payable ~~ended~~and ~~December 31~~accrued expenses to related parties ● $22,195 ~~2013.~~in accrued interest from outstanding notes and loans payable

~~Overview of Current Operations~~Investing activities

~~On May 2, 2013, the Company amended its articles~~Net ofcash ~~incorporation~~used toin ~~change~~investing ~~its~~activities ~~name from Monster Offers to Monster Arts, Inc. Monster Arts, Inc. (the “Company")~~ was ~~incorporated~~ in$0 ~~the~~for ~~State~~both ~~of Nevada on February 23, 2007, under~~ the ~~name~~six ~~Tropical~~months PCended ~~Acquisition~~June ~~Company. On December 11~~30, ~~2007, the~~2015 ~~Company~~and ~~amended its Articles of Incorporation changing its name from Tropical PC Acquisition Inc~~2014.~~, to Monster Offers. The Company was originally incorporated as a wholly owned subsidiary of Tropical PC, Inc., a Nevada corporation. Tropical PC was incorporated September 22, 2004.~~

~~On November 9, 2012, the Monster Offers, Monster~~Financing Offers Acquisition Corporation, a Nevada corporation and Ad Shark, Inc., a privately-held California corporation (“Ad Shark”), entered into a Acquisition Agreement and Plan of Merger pursuant to which the Company, through its wholly-owned subsidiary, Merger Sub, acquired Ad Shark in exchange for approximately 27,939,705 shares of the Company's unregistered restricted common stock, which were issued to the holders of Ad Shark stock based on their pro-rata ownership.activities

OnNet cash ~~August~~provided 8,by ~~2013~~financing activities was $37,500 during the ~~Company~~six ~~approved~~months ~~the execution~~ended ofJune an30, ~~asset~~2015 ~~purchase~~as ~~agreement~~compared ~~with~~to ~~Iconosys~~$583,953 ~~Inc.,~~for athe ~~private~~six months ~~California~~ended ~~corporation~~June ~~which~~30, ~~shares~~2014. anDuring ~~officer~~the ~~with~~six ~~the Company~~months ~~for~~ended ~~the~~June ~~rights~~30, to2015 ~~domain~~we ~~names~~collected $35,000 ~~web~~in ~~site~~proceeds ~~content~~from convertible notes and ~~trademark~~$2,500 ~~assignments~~from proceeds from officer loan.

~~Amendment~~Net cash toprovided ~~Articles~~by offinancing ~~Incorporation-~~activities ~~Name~~was ~~Change~~$583,953 for the six months ended June 30, 2014, which included $593,721 in proceeds from convertible notes, paid $3,107 against officer loans, paid $5,161 in notes payable and paid $1,500 to notes payable to related party.

On May 16, 2013, we filed an information statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Information Statement"). The company's board of directors and shareholders holding a majority of its outstanding voting capital stock approved an amendment to the articles of incorporation (the "Amendment") to change the Company's name from "Monster Offers" to "Monster Arts" (the "Name Change"). On May 2, 2013, the Company obtained the approval of the Name Change and the Amendment by written consent of the stockholders that are the record owners of 21,377,597 shares of common stock, which represents an aggregate of approximately 65.72% of the voting power as of May 2, 2013.23

23Future Financing

~~The~~We ~~Company's board of directors believes that~~anticipate ~~the~~continuing ~~amendment~~ to ~~the~~rely ~~Articles~~on ofequity ~~Incorporation~~sales toof ~~change~~our ~~the~~common ~~name~~shares ~~from~~in ~~"Monster~~order ~~Offers"~~ to ~~"Monster~~continue ~~Arts~~to ~~Inc." is~~fund ~~necessary~~our ~~in light of the proposed future~~ business operations ~~of the Company~~. ~~The~~Issuance ~~Board~~ of ~~Directors believes that the current~~additional ~~name~~shares ~~defines~~will ~~and~~result ~~limits~~in ~~the~~dilution ~~Company~~ to anour ~~area~~existing ~~which~~shareholders. There is ~~involving~~no ~~less~~assurance ~~and~~that ~~less~~we ~~the~~will ~~substantial~~achieve ~~business~~any ~~operations~~ of ~~the~~additional ~~Company.~~sales ~~Those~~of ~~business~~our ~~operations~~equity ~~pertain~~securities toor ~~daily~~arrange ~~deal aggregation, which involves collecting daily deals from multiple sites in local communities across the U.S. and Canada. The Company focuses on providing innovation and utility~~ for ~~daily~~debt ~~deal consumers and providers by collecting and publishing thousands of daily deals and allowing consumers to organize these deals by geography~~ or ~~product~~other ~~categories, or~~financing to ~~personalize~~fund ~~the~~our ~~results~~exploration ~~using~~and ~~keyword~~development ~~search~~activities. ~~The Company will continue these operations but intends to expand its operations.~~

~~The Board of Directors, therefore, believes~~Summary ~~that the name "Monster Arts Inc." will better reflect the evolution~~ of ~~the~~any ~~Company's~~product ~~future business operations including, but not limited to, growing the Company outside the daily deals space utilizing the core competencies of analytics and~~ research ~~that~~ ~~the Company has garnered during the prior years, including expertise in software~~ and ~~smartphone app~~ development. Asthat ofwe ~~the date~~will ofperform ~~this Quarterly Report, the Company has pending several agreements and/or negotiations with entertainment related firms to build out smartphone applications~~ for ~~their catalogs and/or catalogs for~~ the ~~purpose~~term of ~~promoting~~our ~~and~~plan ~~enhancing~~of ~~the offerings and brands for clients~~operation.

~~Amendment~~If the Company is successful in raising capital, it plans to ~~Articles~~spend approximately $250,000 over the next year on research and development costs associated with the completion of ~~Incorporation-~~a ~~Increase~~nationwide ~~Series~~tracking Asystem ~~Preferred~~that is to run on smart device ~~Stock~~controlled aerial appliances, like drones for example.

~~In March of 2014, the Company amended its articles of incorporation~~Expected ~~with~~purchase ~~the~~or ~~State~~sale of ~~Nevada~~property toand ~~increase~~significant ~~the number of Series A Preferred Shares from 10,000,000 to 20,000,000.~~equipment

~~Amendment~~We todo ~~Articles~~not anticipate the purchase or sale of ~~Incorporation-~~any ~~Increase~~property ~~Authorized~~or ~~Preferred Stock~~significant equipment; as such items are not required by us at this time.

~~On August 8, 2014, our Board~~Significant ofchanges ~~Directors and majority shareholders, believing it to be~~ in the ~~best~~number ~~interests~~ of the Company and its shareholders, approved the amendment to the Company's Articles to increase the shares of blank check preferred stock, $0.001 par value per share, from 20,000,000 to 100,000,000 shares (the "Preferred Stock”).employees

~~Amendment~~As toof ~~Articles~~June 30, of2015, ~~Incorporation~~we have one full-time ~~Approval~~employee ofwhich ~~Reverse~~is ~~Stock~~Wayne Irving, our Chief Executive Officer and Chief Financial Officer. We are ~~Split~~dependent upon our officer for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

~~On August~~Off-Balance 8,Sheet 2014, our Board of Directors and majority shareholders, approved a reverse stock split upon receipt of all necessary regulatory approvals and the passage of all necessary waiting periods. The reverse split would reduce the number of outstanding shares of our common stock at a ratio of 200 to 1 but have no effect on the number of authorized shares of Common Stock or Preferred Stock.Arrangements

~~Amendment~~We todo ~~Articles~~not have ofany ~~Incorporation~~off-balance ~~Increase~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in ~~authorized~~financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital ~~Common~~resources ~~Shares~~that is material to investors.

~~In August of 2014, the Company amended is articles~~Critical ofAccounting ~~incorporation~~Policies toand ~~increase the number of authorized common shares from 730,000,000 to 5,000,000,000 with a par value of $0.001.~~Estimates

~~Appointment~~Revenue Recognition: In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, fee revenue is recognized in the period that the Company's advertiser customer generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of ~~Secretary~~the Company's services, ~~Treasurer~~provided that no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and ~~Chief~~the ~~Financial~~fees ~~Officer~~are fixed or determinable. All transactional services revenues are recognized on a gross basis in accordance with the provisions of ASC Subtopic 605-45, due to the fact that the Company is the primary obligor, and bears all credit risk to its customer, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of commission paid-related party.

~~In August of 2014, the Company appointed Tisha~~Recent ~~Lawton as the Secretary, Treasurer and Chief Financial Officer of the Company. Ms. Lawton is a sibling of our Chief Executive Officer, Wayne Irving II.~~Pronouncements

~~Material~~We have ~~Agreements~~examined all other recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company.

~~Convertible~~Item 3. ~~Debentures~~Quantitative and Qualitative Disclosures about Market Risk.

~~Asher~~Not ~~Enterprises, Inc~~applicable.

24Item 4. Controls and Procedures

~~On April 11, 2013, the Company entered into~~Evaluation ~~a Convertible Note Agreement with Asher Enterprises Inc. for a $42,500 convertible note payable with interest~~ of 8%Disclosure ~~per~~Controls ~~annum, unsecured,~~ and due January 14, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. The entire principle balance of $42,500 was converted into 5,606,783 common shares of the Company.Procedures

OnOur disclosure ~~May~~controls ~~13,~~and ~~2013~~procedures, ~~the~~as ~~Company~~defined ~~entered~~in ~~into~~Rule ~~a Convertible~~13a-15(e) ~~Note~~and ~~Agreement~~15d-15(e) ~~with~~under ~~Asher~~the ~~Enterprises~~Securities ~~Inc.~~Exchange ~~for~~Act aof ~~$63~~1934,~~000~~ ~~convertible~~as ~~note~~amended (the ~~payable~~"Exchange ~~with~~Act"), ~~interest~~are ofdesigned 8%to ~~per~~ensure ~~annum,~~that ~~unsecured, and~~information ~~due~~required ~~February~~to ~~17,~~be ~~2014.~~disclosed ~~The~~in ~~note~~reports isfiled ~~convertible~~or ~~into~~submitted under ~~common~~the ~~shares~~Exchange ofAct ~~the~~is ~~Company~~recorded, atprocessed, asummarized, ~~conversion~~and ~~rate~~reported ofwithin ~~55%~~the oftime ~~the~~periods ~~market price,~~specified ~~calculated~~in asrules ~~the~~and ~~average~~forms ofadopted by the ~~three~~SEC, ~~lowest~~and ~~trading~~that ~~prices~~such ininformation ~~the~~is ~~previous~~accumulated 10and ~~days~~communicated ~~leading~~to upmanagement, toincluding the ~~date~~chief ofexecutive ~~conversion.~~officer and ~~The~~the ~~entire~~chief ~~principle~~financial ~~balance of $63~~officer,~~000~~ ~~was~~to ~~converted~~allow ~~into~~timely ~~38,283,516~~decisions ~~common~~regarding ~~shares~~required ~~of the Company~~disclosures.

~~On July 10~~Management, with ~~2013,~~ the ~~Company,~~participation ~~entered~~of ~~into a~~the ~~Securities~~chief ~~Purchase~~executive ~~Agreement~~officer ~~whereby~~and the ~~Company~~chief ~~sold~~financial aofficer, ~~Convertible~~who ~~Promissory~~is ~~Note~~also tothe ~~Asher~~sole ~~Enterprises,~~member ~~Inc.,~~of aour ~~Delaware~~board of ~~corporation~~directors, in ~~the~~has ~~original~~evaluated ~~principal~~the ~~amount~~effectiveness of ~~$37,500,~~our disclosure controls and ~~accruing~~procedures ~~interest~~as atof ~~eight~~the ~~percent~~end ~~(8%)~~of ~~per~~the ~~annum~~period covered by this report. ~~The~~Based ~~Note~~on issuch ~~convertible~~evaluation, ~~into~~ the ~~Company’s~~chief ~~common~~executive ~~stock~~officer atand athe ~~conversion~~chief ~~price~~financial ~~equal~~officer toconcluded ~~fifty-five~~that, ~~percent~~our ~~(55%)~~disclosure controls ofand ~~the~~procedures ~~then-prevailing~~were ~~market~~not ~~price,~~effective. ~~beginning one~~Our ~~hundred~~disclosure ~~eighty~~controls ~~(180)~~and ~~days~~procedures ~~from~~were ~~the~~not ~~date~~effective because of the ~~Note’~~"material weaknesses" described below under "Management's ~~issuance.~~report Ason ofinternal ~~September~~control ~~30,~~over ~~2014~~financial reporting," ~~the~~which ~~entire~~are in ~~principle~~the ~~balance~~ process of ~~$37,500~~being ~~was~~remediated ~~converted~~as ~~into~~described ~~34,210,025~~below ~~shares~~under of"Management ~~common~~Plan ~~stock~~to inRemediate ~~the~~Material ~~Company~~Weaknesses."

On September 12, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $32,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’Management's ~~common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price,~~ ~~beginning~~Report ~~one~~on ~~hundred~~Internal ~~eighty~~Control ~~(180)~~over ~~days~~Financial ~~from the date of the Note’s issuance. As of September 30, 2014, the entire principle balance of $32,500 was converted into 43,779,046 shares of common stock in the Company.~~Reporting

~~On December 23, 2013, the Company, entered~~Our ~~into~~management ais ~~Securities~~responsible ~~Purchase~~for ~~Agreement~~establishing ~~whereby~~and ~~the~~maintaining ~~Company~~adequate ~~sold~~internal acontrol ~~Convertible~~over ~~Promissory~~financial ~~Note~~reporting. toInternal ~~Asher~~control over ~~Enterprises,~~financial ~~Inc.~~reporting, aas ~~Delaware corporation,~~defined in ~~the~~rules ~~original~~promulgated ~~principal~~under ~~amount~~the ofExchange ~~$60~~Act,~~000,~~ ~~and~~is ~~accruing~~a ~~interest~~process atdesigned ~~eight~~by, ~~percent~~or ~~(8%)~~under ~~per~~the ~~annum. The Note is convertible~~supervision ~~into~~of, ~~the~~our ~~Company’s~~chief ~~common~~executive ~~stock~~officer atand achief ~~conversion~~financial ~~price~~officer ~~equal~~and toaffected ~~fifty-five~~by ~~percent~~our ~~(55%)~~board of ~~the~~directors, ~~then-prevailing~~management ~~market~~and ~~price,~~other personnel ~~beginning~~to ~~one~~provide ~~hundred~~reasonable ~~eighty~~assurance ~~(180)~~regarding ~~days from~~ the ~~date~~reliability of ~~the~~financial ~~Note’s~~reporting ~~issuance.~~and Asthe preparation of ~~September~~financial ~~30,~~statements ~~2014,~~for external ~~the~~purposes ~~entire~~in ~~principle balance~~accordance ofwith ~~$60,000~~GAAP. ~~was~~Internal ~~converted~~control ~~into~~over ~~110,567,623~~financial ~~shares~~reporting ofincludes ~~common~~those ~~stock.~~policies and procedures that:

On● ~~February~~pertain ~~14,~~to ~~2014,~~ the ~~Company,~~maintenance ~~entered into~~of arecords ~~Securities~~that ~~Purchase~~in ~~Agreement~~reasonable ~~whereby~~detail ~~the~~accurately ~~Company~~and ~~sold~~fairly areflect ~~Convertible~~the ~~Promissory~~transactions ~~Note~~and todispositions ~~Asher~~of ~~Enterprises,~~our ~~Inc.,~~assets; a● ~~Delaware corporation,~~provide inreasonable ~~the~~assurance ~~original~~that ~~principal~~transactions ~~amount~~are ofrecorded ~~$22,500,~~as ~~and~~necessary ~~accruing~~to ~~interest~~permit atpreparation ~~eight~~of ~~percent~~financial ~~(8%)~~statements ~~per~~in ~~annum.~~accordance ~~The~~with ~~Note~~GAAP, isand ~~convertible into~~that ~~the~~our ~~Company’s~~receipts ~~common~~and ~~stock~~expenditures atare abeing ~~conversion~~made ~~price~~only ~~equal~~in toaccordance ~~fifty-five~~with ~~percent~~authorizations ~~(55%)~~ of ~~the~~our ~~then-prevailing~~management ~~market~~and ~~price, beginning~~our ~~one~~Board ~~hundred~~of ~~eighty~~Directors; ~~(180)~~and ~~days~~● ~~from~~provide ~~the~~reasonable ~~date~~assurance ofregarding ~~the~~prevention ~~Note’s~~or ~~issuance.~~timely Asdetection of ~~September~~unauthorized 30acquisition, ~~2014,~~use ~~Asher~~or ~~has~~disposition ~~converted $19,310~~ of ~~principle~~our ~~debt~~assets ~~into~~that ~~144,808,378~~could ~~shares~~have ~~of common stock, leaving~~ a ~~balance~~material ~~remaining~~effect on ~~the~~our ~~convertible~~financial ~~note of $3,190.~~statements

InBecause of ~~the~~its ~~nine~~inherent ~~months~~limitations, ~~ended~~a ~~September~~system ~~30,~~of ~~2014,~~internal ~~Asher~~control ~~converted~~over ~~$247~~financial reporting can provide only reasonable,~~820~~ not absolute, assurance that the objectives of ~~convertible~~the ~~debt~~control system are met and ~~$5,900~~may ofnot ~~accrued~~prevent ~~interest~~or ~~into~~detect ~~381,048,414~~misstatements. ~~common~~Internal ~~shares~~control ofover financial ~~the~~reporting ~~Company~~is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. InInternal ~~the~~control ~~year~~over ~~ended~~financial ~~December~~reporting ~~31,~~also can be circumvented by collusion or improper override. ~~2013~~Because of such limitations, ~~Asher~~there ~~Enterprises~~is ~~converted~~a ~~$44~~risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,~~490~~ these inherent limitations are known features of ~~convertible~~the ~~notes~~financial ~~payable~~reporting process, and it is possible to design into 7the process safeguards to reduce,~~265~~ though not eliminate,~~116~~ ~~common~~this ~~shares~~risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

~~Premier~~Our management ~~Venture~~assessed ~~Partners~~the effectiveness of our internal control over financial reporting as of September 30, ~~LLC~~2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~“Premier”~~"COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of September 30, 2014.

25A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q/A, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

~~On October 24, 2013, the Company entered into a court ordered settlement~~1) ~~with~~lack ~~Premier Venture Partners, LLC in the amount~~ of ~~$63,063.~~a ~~Premier~~functioning ~~Venture~~audit ~~Partners,~~committee ~~LLC~~due ~~purchased bona fide accounts payable vendor accounts of the Company in the amount of $63,063 which pursuant~~ to ~~the~~a ~~courts~~lack ~~judgment will be settled in the form~~ of ~~common stock~~a ofmajority ~~the Company. Premier’s entitled to receive the number~~ of ~~common~~independent ~~shares~~members ~~equal~~and to a ~~number,~~lack ~~“with an aggregate value equity to (i) the sum~~ of ~~the claim amount plus~~ a ~~10%~~majority ~~settlement~~of ~~fee~~outside ~~and plaintiff’s reasonable attorney fees and expense,~~directors ~~(ii)~~on ~~divided~~our byboard ~~the lower~~ of ~~the~~directors, ~~following:~~resulting ~~(1)~~in ~~fifty~~ineffective ~~percent~~oversight ofin the ~~closing~~establishment ~~bid~~and ~~price~~monitoring ~~for the trading day immediately preceding the order date or (2) fifty percent~~ of ~~the~~required ~~arithmetic~~internal ~~average of the individual daily VWAPs for any five trading days within the~~controls ~~calculation~~and ~~period”.~~procedures;

~~The sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expenses were calculated as follows:~~25

Claim amount	$	63,063
10% settlement fee		6,306
Attorney fees		5,770
Total	$	75,139

2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

~~Management~~We do ~~calculates~~not believe the ~~conversion~~material ~~price~~weaknesses todescribed beabove ~~$0.00114~~caused ~~using fifty~~any ~~percent~~meaningful ofor ~~the~~significant ~~arithmetic~~misreporting ~~average~~ of ~~the~~our ~~individual~~financial ~~daily~~condition and ~~VWAPs~~results ~~for~~of ~~any~~operations ~~five~~for ~~trading~~the ~~days~~quarter ~~within~~ended ~~the~~June ~~calculation~~30, ~~period~~2015. ~~Accordingly~~ However, ~~Premier~~management isbelieves ~~entitled~~that tothe ~~receive~~lack ~~65,911,456 common shares~~ of ~~the~~a ~~Company~~functioning asaudit committee ~~part~~and of the ~~settlement.~~lack Inof ~~the~~a ~~nine~~majority ~~months ended~~of ~~September~~outside ~~30,~~directors ~~2014,~~on ~~the~~our ~~Company~~board ~~issued~~of ~~48,637,933~~directors ~~common~~results ~~shares~~in toineffective ~~Premier~~oversight ~~pursuant~~in to the ~~court~~establishment and ~~ordered~~monitoring ~~settlement. As~~ of ~~September~~ ~~30,~~required ~~2014,~~internal ~~the~~controls ~~Company~~and ~~issued 58~~procedures,~~637,933~~ ~~shares~~which ofcould ~~common~~result ~~stock~~in toa ~~settle~~material ~~the~~misstatement ~~court~~in ~~order~~our ~~with~~financial ~~Premier~~statements in future periods.

~~Dennis~~Management Plan ~~Pieczarka~~to Remediate Material Weaknesses

OnManagement believes ~~May~~that 22the material weaknesses set forth in item (2) above did not have an effect on our financial results. However, ~~2013~~management believes that the ~~Company~~lack ~~executed~~of a ~~convertible debenture~~functioning ~~agreement~~audit ~~with~~committee ~~Dennis~~and ~~Pieczarka~~the ~~for~~lack of a ~~$2,500~~majority ~~convertible~~of ~~note~~outside ~~payable~~directors ~~with~~on ~~interest~~our board of 9%directors results ~~per~~in ~~annum,~~ineffective ~~unsecured~~oversight in the establishment and ~~due on~~monitoring ~~May~~of 22required internal controls and procedures, ~~2014.~~which ~~The~~could result ~~holder~~in ~~has~~a ~~the~~material ~~right~~misstatement in our financial statements in future periods. In an effort to ~~convert~~remediate the ~~principle~~identified ~~plus~~material weaknesses ~~interest~~and ~~into~~other ~~common~~deficiencies ~~shares~~and ofenhance ~~the~~our ~~Company~~internal atcontrols, awe ~~conversion rate~~have ofinitiated, ~~$0.15~~or ~~per~~plan ~~share.~~to initiate, the following series of measures:

~~Christopher~~We plan ~~Thompson~~to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

OnWe believe ~~April~~the 1,remediation ~~2013,~~measures described above will remediate the ~~Company~~material ~~entered~~weaknesses ~~into~~we have identified and strengthen our ainternal ~~Securities~~control ~~Purchase~~over ~~Agreement~~financial ~~with~~reporting. ~~Christopher~~We ~~Thompson~~are ~~for~~committed ato ~~$10,000~~continuing ~~convertible~~to ~~note~~improve ~~payable~~our ~~due~~internal ~~interest~~control atprocesses 9%and ~~per~~will ~~annum,~~continue ~~unsecured,~~to diligently and ~~due~~vigorously ~~April~~review 1,our ~~2014~~financial reporting controls and procedures. ~~The~~As ~~note~~we iscontinue ~~convertible~~to ~~into~~evaluate ~~common~~and ~~shares~~work ofto ~~the~~improve our ~~Company~~internal atcontrol aover ~~conversion~~financial ~~rate~~reporting, ofwe ~~$.10per~~may ~~share. On~~determine ~~May~~to ~~27,~~take ~~2014,~~additional ~~Christopher~~measures ~~Thompson~~to ~~assigned~~address ~~his~~control ~~$10~~deficiencies or determine to modify,~~000~~ ~~note~~or ~~with~~in ~~accrued~~appropriate ~~interest~~circumstances ofnot $1to complete,~~025~~ tocertain ~~WHC~~of ~~Capital,~~the ~~LLC~~remediation measures described above.

~~On May 1, 2014, the Company entered into a~~Changes ~~Securities Purchase Agreement and convertible promissory note with Christopher Thompson~~ in ~~the~~Internal ~~amount~~Control ofover ~~$15,000.~~Financial The convertible promissory note has interest at 9.9% per annum, unsecured, and due May 1, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.Reporting

OnThere were ~~May~~no ~~27,~~changes ~~2014,~~in ~~Christopher~~our ~~Thompson~~internal ~~assigned his~~control ~~$10,000~~over ~~convertible~~financial ~~note~~reporting ~~payable~~(as ~~with~~such ~~accrued~~term ~~interest~~is ofdefined ~~$1,025~~in toRules ~~WHC~~13a-15(f) ~~Capital,~~and ~~LLC.~~15d-15(f) ~~The original convertible note payable~~of ~~and~~the ~~securities~~Exchange ~~purchase~~Act) ~~agreement~~during isthe ~~dated~~most ~~April~~recent 1,fiscal ~~2013,in~~quarter ~~the~~that ~~amount~~have ofmaterially ~~$10~~affected,~~000~~ ~~with~~or ~~interest~~are ofreasonably 9%likely ~~per~~to ~~annum~~materially affect, ~~unsecured,~~our ~~and due~~internal ~~April~~control 1,over ~~2014~~financial reporting.

~~On July 1, 2014, the Company entered into a~~This ~~convertible~~quarterly ~~promissory~~report ~~note~~does ~~with~~not ~~Christopher~~include ~~Thompson~~an inattestation ~~the~~report ~~amount~~ of ~~$15,000.~~the ~~The~~Corporation's ~~convertible~~registered ~~promissory~~public ~~note~~accounting ~~has~~firm ~~interest~~regarding atinternal ~~9.9%~~control ~~per~~over ~~annum,~~financial ~~unsecured, and due July 1, 2015~~reporting. ~~The convertible note’~~Management's ~~principle~~report ~~and~~was ~~accrued~~not ~~interest~~subject ~~may~~to atattestation ~~any~~by ~~time be converted into shares of~~ the ~~Company’~~Corporation's ~~stock~~registered atpublic aaccounting firm ~~conversion~~pursuant ~~rate equal~~ to ~~60%~~temporary rules of the ~~lowest~~SEC ~~closing~~that ~~bid~~permit ~~price in~~ the ~~ten days~~Corporation ~~prior~~ to ~~conversion.~~provide Asonly ofthe ~~September~~management's ~~30,~~report ~~2014,~~in ~~there has been no debt converted on~~ this ~~note~~quarterly report.

~~On September 2, 2014, the Company entered into~~PART ~~a convertible promissory note with Christopher Thompson in the amount of $15,000~~II. ~~The~~OTHER convertible promissory note has interest at 9.9% per annum, unsecured, and due September 2, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.INFORMATION

~~On September 29, 2014, the Company entered~~Item ~~into~~1 a- ~~convertible~~Legal promissory note with Christopher Thompson in the amount of $30,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due September 29, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.Proceedings

~~Michael~~From time ~~Lace~~to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

~~On June 26, 2013, the Company entered~~We ~~into~~are anot ~~Securities~~presently ~~Purchase Agreement with Michael Lace for~~ a ~~$2,800~~party ~~note~~to ~~payable~~any ~~due~~material ~~interest at 9% per annum~~litigation, ~~unsecured,~~nor ~~and due~~to ~~June 26, 2014. The note is convertible into common shares of~~ the ~~Company~~knowledge ~~at a conversion rate~~ of ~~$.05~~management ~~per~~is ~~share.~~any Inlitigation ~~the year~~threatened ~~ended December 31~~against us, ~~2013,~~which ~~Mr.~~may ~~Lace~~materially ~~exercised~~affect ~~his conversion rights to convert $2,800 of convertible debt and $11 of accrued interest into 56,221 common shares~~us.

~~Charles~~Item 1A ~~Knoop~~- Risk Factors

OnSee Risk ~~July~~Factors 9,set ~~2013,~~forth ~~the~~in ~~Company~~Part ~~entered~~I, ~~into~~Item ~~a Securities~~1A ~~Purchase~~of ~~Agreement~~the ~~with~~Company's ~~Charles~~Annual ~~Knoop~~Report ~~for~~on aForm ~~$1,000~~10-K ~~note~~for ~~payable~~the ~~due~~fiscal ~~interest~~year atended 9%December ~~per annum~~31, ~~unsecured,~~ 2014 and ~~due July 9, 2014. The note is convertible into common shares of~~ the ~~Company~~discussion atin aItem ~~conversion~~1, ~~rate~~above, ofunder ~~$.095~~"Liquidity ~~per~~and ~~share.~~Capital

~~Balamurugan Shanmugam~~Resources."

~~On August 8, 2013, the Company entered into~~Item a2 ~~Securities~~- ~~Purchase~~Unregistered ~~Agreement~~Sales ~~with Balamurugan Shanmugam for a $5,000 note payable due interest at 9% per annum, unsecured, and due August 8, 2014. The note is convertible into common shares~~ of ~~the~~Equity ~~Company~~Securities ~~at a conversion rate of $.10per share. On September 26, 2013, Balamurugan exercised his right to convert his $5,000 of convertible debt~~ and ~~$60~~Use of ~~accrued interest into 50,604 common shares.~~Proceeds

LGNone not ~~Capital~~previously ~~Funding~~disclosed

~~On March 7, 2014, the Company entered into~~Item a3 ~~convertible~~- ~~promissory~~Defaults ~~note~~Upon ~~with~~Senior LG Capital Funding, LLC for an amount of $32,000 with 8% per annum and a maturity date of March 7, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2014, there has been $15,000 of principle converted on this note.Securities

~~On June 16, 2014, the Company entered into a convertible promissory note with LG Capital Funding, LLC for an amount of $42,000 with 8% per annum and a maturity date of June 16, 2015~~None. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

~~JMJ~~Item 4 ~~Financial~~- Mine Safety Disclosure

~~On March 15, 2014, the Company entered into a convertible promissory note with JMJ Financial for up to $500,000 with 0% for the first three months, then 12% per annum thereafter~~None. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 60% of the lowest closing bid price in the twenty-five days prior to conversion. In March of 2014, the Company received $30,000 pursuant to the convertible promissory note with JMJ Financial. In June of 2014, the Company received an additional $30,000 pursuant to the convertible promissory note with JMJ Financial. In September of 2014, the Company received an additional $30,000 pursuant to the convertible promissory note with JMJ Financial. As of September 30, 2014, the Company has received only $90,000 pursuant to this convertible promissory note. As of September 30, 2014, JMJ Financial has converted $8,880 of principle into 148,000,000 shares leaving a balance due of $81,120.

27Item 5 - Other Information

~~IBC Funds, LLC~~None.

~~On April 24, 2014, IBC~~Item ~~Funds,~~6 ~~LLC,~~- a Nevada limited liability company, acquired by assignment, debts owed by Monster Arts, Inc. to fourteen (14) creditors in the amount of $208,321. Likewise, on April 24, 2014, IBC Funds and Monster Arts, Inc. executed that certain Settlement Agreement and Stipulation, whereby Monster Arts, Inc. agreed to settle the debt of $208,321, and to pay the debt by the issuance of shares pursuant to Section 3(a)(10) of the Securities Act, which provides that the issuance of shares are exempt from the registration requirement of Section 5 of the Securities Act. In relevant part, Section 3(a)(10) of the Securities Act provides an exemption from the registration requirement for securities: (i) which are issued in exchange for a bona fide claim, (ii) where the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those to receive shares and they are afforded the opportunity to be heard, (iv) the issuer must advise the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there cannot be any impediments to the appearance of interested parties at the hearing.Exhibits

On April 25, 2014, in a court proceeding styled IBC Funds, LLC, a Nevada limited Liability Company, Plaintiff vs. Monster Arts, Inc., a Nevada corporation, Defendant, bearing Civil Action in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, after due notice, the court entered an order approving the Settlement Agreement and Stipulation. In satisfaction of the debt, we agreed to issue shares of our common stock in one or more tranches to IBC Funds in the manner contemplated in the Settlement Agreement and Stipulation at a conversion price of 50% discount to market as calculated as the lowest closing trading price in the 15 (15) days prior to a conversion notice. In accordance with the terms of the Settlement Agreement and Stipulation, the court was advised of our intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of the shares.

Exhibit Number	Ref	Description of Document

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101	*	The following materials from this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language).:

		(1) Balance Sheets at September 30, 2013 (unaudited), and December 31, 2012 (audited).

		(2) Unaudited Statements of Operations for the three-month period ending September 30, 2013 and September 30, 2012, the nine-month period ended September 30, 2013 and September 30, 2012, and the period from inception to September 30, 2013.

		(3) Unaudited Statements of Cash Flows for the nine-month period ended September 30, 2013 and September 30, 2012 and from inception to September 30, 2013.

		(4) Notes to the financial statements.

As* ~~set~~Pursuant to ~~forth~~Rule in406T ~~the~~of ~~order~~Regulation S-T, ~~the~~ ~~court~~these ~~found~~interactive ~~that~~data ~~the~~files ~~terms~~are ~~and~~deemed ~~conditions~~not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the ~~exchange~~Securities ~~were~~Act ~~fair~~of to1933, ~~Monster~~as ~~Arts~~amended, ~~Inc.~~are ~~and~~deemed ~~IBC~~not ~~Funds~~filed ~~within~~for ~~the~~purposes ~~meaning~~ of Section ~~3(a)(10)~~18 of the Securities ~~Act,~~ and ~~that~~Exchange ~~the~~Act ~~exchange~~ of ~~the~~1934, ~~debt~~as ~~for~~amended, ~~our~~and ~~securities~~otherwise ~~was~~are not ~~made~~subject ~~under~~to ~~Title~~liability 11under ~~of the~~those ~~United States Code~~sections.

As of September 30, 2014, as permitted by the court order and the Settlement Agreement and Stipulation, the Company has issued 590,000,000 shares to IBC LLC for the conversion of $137,000. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.27

~~WHC Capital, LLC~~SIGNATURES

~~On May 27, 2014, Christopher Thompson assigned~~Pursuant ~~his $10,000 convertible note payable with accrued interest of $1,025~~ to ~~WHC Capital, LLC. The original convertible note payable and securities purchase agreement is dated April 1, 2013,in~~ the ~~amount~~requirements of ~~$10,000~~the ~~with~~Securities ~~interest~~Exchange ofAct ~~9% per annum, unsecured, and due April 1, 2014. As~~ of ~~September 30~~1934, ~~2014,~~the ~~there~~registrant has ~~been~~duly ~~$10,000~~caused ofthis ~~principle~~report ~~and~~to ~~$1,051~~be insigned ~~accrued interest converted~~ on ~~this~~its behalf ~~note~~by ~~leaving~~the aundersigned, ~~remaining~~thereunto ~~balance~~duly ~~of $0~~authorized.

On April 30, 2014, the Company entered into a convertible promissory note with WHC Capital, LLC in the amount of $220,000, with interest of 12% per annum, unsecured, and due April 30, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2014, there has been $6,033 of principle converted on this note.

	Monster Arts, Inc.
	Registrant

October 21, 2015	By:	/s/ Wayne Irving II
		Wayne Irving II Director and (principal executive officer)

	Monster Arts, Inc.
	Registrant

October 21, 2015	By:	/s/ Tisha Lawton
		Tisha Lawton Chief Financial Officer, Treasurer & Secretary

Jennifer Salwender

On May 1, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of May 1, 2015. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after 180 days from the issuance date at a discount of 40% off the lowest closing traded price during the prior 10 trading days to a notice of conversion. As of September 30, 2014, there has been no debt converted on this note.

On June 14, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of June 14, 2015. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after 180 days from the issuance date at a discount of 40% off the lowest closing traded price during the prior 10 trading days to a notice of conversion. As of September 30, 2014, there has been no debt converted on this note.

ADAR BAYS, LLC

On May 2, 2014, the Company entered into a convertible promissory note with ADAR BAYS, LLC in an amount of $30,000 with 8% per annum and a maturity date of May 2, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

Brent Denlinger

KBM Worldwide, Inc.

On June 13, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. in an amount of $63,000 with 8% per annum and a maturity date of March 17, 2015. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 55% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

Jessie Redmayne

Anubis Capital Partners

On April 1, 2014, the Company executed a convertible promissory note with Anubis Capital Partners in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible promissory note was executed in return for consulting services provided to the Company. The convertible note’s principle and accrued interest may at any time be converted into shares of the Company’s stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. On June 27, 2014, Anubis Capital Partners entered into a purchase and assumption agreement with Beaufort Capital Partners, LLC whereby the Anubis Capital Partners assigned the entire note balance of $127,900 to Beaufort Capital Partners, LLC. As of September 30, 2014, Anubis Capital Partners has only assigned $63,950 to Beaufort Capital Partners LLC. As of September 30, 2014, there has been no debt converted on this note.

Beaufort Capital Partners, LLC

On June 27, 2014, the Company entered into a convertible promissory note with Beaufort Capital Partners LLC in the amount of $50,000 with 12% interest per annum and a maturity date of December 27, 2014. The convertible note’s principle and accrued interest may be converted into common shares of the Company’s after the maturity date at a discount of 50% off the lowest traded price during the prior 20 trading days to a notice of conversion. As of June 30, 2014, there has been no debt converted on this note.

Sojourn Investments, LP

On July 14, 2014, the Company entered into a Debt Purchase Agreement with Sojourn Investments, LP whereby the Company issued an aggregate principle amount of $37,500 in convertible debt for a purchase price of $25,000. The convertible note has interest of 12% per annum and is convertible into common shares of the Company at a conversion rate of 50% off the lowest trading market price for 20 days prior to conversion. As of September 30, 2014, there has been no debt converted on this note.

Asset Purchase Agreement

The Board of Directors of the Company approved the execution of certain asset purchase and domain name, web site content and trademark assignment agreement dated August 8, 2013 (the "Asset Purchase Agreement") with Iconosys, Inc., a private California corporation ("Iconosys"). In accordance with the terms and provisions of the Asset Purchase Agreement, Iconosys shall sell, convey, transfer and assign to the Company and the Company shall purchase all right, title and interest in and to the assets of Iconosys as follows: (i) the Iconosys trademarks (the "Trademarks"); (ii) the Iconosys domain name (the "Domain Name") together with all associated service marks, copyrights, trade names and other intellectual property associated with the Domain Name; (iii) the Iconsys web site content (the "Web Site"), together with all associated intellectual property rights to the Web Site.

In further accordance with the terms and provisions of the Asset Purchase Agreement, the Company shall pay to Iconsys a purchase price of $250,000 as follows: (i) $50,000 of the Purchase Price shall be paid in cash with a cash payment of $5,000 to be paid within five days of closing and the balance of the $45,000 to be paid pursuant to the terms and provisions of that certain promissory note described below; and (ii) $200,000 of the Purchase Price shall be paid in the form of the issuance to Iconosys of 1,052,632 shares of the Company's restricted common stock at a per share price of $0.19 per share (which per share price was based on the closing trading price of the Company's shares of common stock on the OTC Bulletin Board as of August 8, 2013.

Iconosys is a leading developer of innovative mobile and stationary telecommunication applications and technologies. It develops safety, security, and privacy-oriented technologies for modern-age personal devices and platforms. As a leader in the mobile communications market, Iconosys develops its technologies into retail grade Smart Device and web applications (apps) that promote an enhanced user experience. Iconosys has developed nearly 500 Smart Device retail grade apps since 2009.

Iconosys develops both client-side and server-side applications that are not only unique trendsetters, but also designed to serve the time-sensitive, constantly evolving needs of today’s and tomorrow’s consumers. Iconosys and its client-side app development team are specialists in developing solutions for Android, iPhone, BlackBerry, Palm, Windows, Chrome, Windows Phone/Windows Mobile and Symbian platforms. Iconosys cultivates compelling competitive advantages in three primary areas of its business focus: research and development; hands-on client services; and mobile marketing strategies.

In conjunction with the Asset Purchase Agreement, on August 8, 2013, the Board of Directors approved the execution of that certain promissory note dated August 8, 2013 in the principal amount of $45,000 issued to Iconosys (the "Note"). Interest accrues on the Note at a rate of 4% per annum with a maturity date of August 7, 2014.

Master Purchase Agreement with Iconosys

On March 4, 2013, the Company and Iconosys, a privately held corporation which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, and smart phone apps, and 15,046,078 shares of Iconosys common stock, $0.001 par value, in consideration for the Company’s cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Company valued the 15,046,078 shares received from Iconosys at the fair market value of $0.10 which was calculated from the average stock price paid by cash investors. This resulted in valuing the stock received at $1,504,608. The stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of June 30, 2013. Since this agreement was between related parties, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital.

Asset Purchase Agreement with Iconosys for TAVG

On August 8, 2013, the Company approved the execution of an asset purchase agreement with Iconosys, Inc., a private California corporation which shares an officer with the Company for the rights to domain names, web site content and trademark assignments. Iconosys shall sell, convey, transfer and assign to the Company and the Company shall purchase all right, title and interest in and to the assets of Iconosys as follows: (i) the Iconosys trademarks (the "Trademarks"); (ii) the Iconosys domain name (the "Domain Name") together with all associated service marks, copyrights, trade names and other intellectual property associated with the Domain Name; (iii) the Iconsys web site content (the "Web Site"), together with all associated intellectual property rights to the Web Site.

Being Iconosys is a related party to the Company, it was management’s decision to not record an intangible asset related to the asset purchase. As of September 30, 2013, the Company has not yet issued the 1,052,632 shares and has recorded them as a stock payable.

Our Current Business

Monster Arts, Inc. is a daily deal aggregator, collecting daily deals from multiple sites in local communities across the U.S. and Canada. Focused on providing innovation and utility for daily deal consumers and providers, the company collects and publishes thousands of daily deals and allows consumers to organize these deals by geography or product categories, or to personalize the results using keyword search.

We utilize proprietary technology that we have developed, acquired, and/or licensed to deploy our products and services.

Our primary services include the aggregation and promotion of daily deals to consumers via our primary website; www.monsteroffers.com which provides search capabilities for users to quickly find Daily Deals based on filtering algorithms, zip code, predictive text search by city, and by user preferences.

The Company earns fees from data reporting services, traffic generation, and from our affiliate partners via marketing services including the online promotion of its affiliate partners daily deals through its website www.monsteroffers.com, selling of industry data and analysis reports, and executing internet and social marketing campaigns for customers. Our affiliate program partners are also offered search result placement and other benefits including the ability to participate in early release or beta programs for new innovations that the Company offers.

Current and potential customers include media and content publishers, advertisers, direct marketers, and advertising agencies seeking to increase brand impressions, sales, and customer contact through online marketing initiatives. Our customers also utilize our products and services to analyze the competitive landscape within their target markets. All transactional services revenues are recognized on a gross basis.

Ad Shark’s Business

Ad Shark organizes advertising sales efforts by constructing media and advertising delivery systems for Smartphone and Tablet app developers. Ad Shark's corporate mission is to capitalize on the growth of the mobile marketing industry, which some analysts have estimated to be increasing at an annual rate of about 100% per year.

Ad Shark's approach to integrating traditional internet advertising with optimized media and cutting edge ad delivery methods, all tailored specifically for the applicable Smart Device, OS or screen resolution platform, puts the company in an ideal position to compete for engagements involving advertising campaigns for mobile marketing services and products. At present, Ad Shark has more than 2,000 clients. For more on Ad Shark, Inc., see Ad Shark’s website: http://www.adshark.mobi. (The information on Ad Shark’s website is for reference purposes only, and is not meant or intended to be included as description of Ad Shark in this Quarterly Report.)

Ad Shark, acts as the servicing vehicle for mobile communication advertising services sold to commercial clients. Ad Shark is developing a series of advertising accessories to establish a platform position in mobile marketing for the company with specific families of mobile devices.

In addition, Ad Shark serves as the marketing and sales support arm for Travel America Visitor Guide (“TAVG”) directories, which is currently operated as a division of Iconosys and is gaining visibility and traction as a preferred mode of business advertising for smaller-to-mid-sized businesses throughout the U.S. With the Ad Shark opportunity, the Company sees itself as being in an excellent position to take advantage of the mobile marketing industry, which is projected to grow over the next 3 years. Management believes this growth will come primarily from Internet-enabled Smartphones.

Results of Operations for the Three Month Ended September 30, 2014 and 2013

Revenues

During the three month ended September 30, 2014 and 2013, the Company generated $23,925 in revenues as compared to $17,142 for the three months ended September 30, 2013. To date, the Company has earned minimal revenues through their mobile application services. There can be no assurances that the Company can be profitable in the future.

Operating Expenses

During the three month ended September 30, 2014, the Company incurred operating expenses of $258,933 as compared to operating expenses of $476,016 incurred during the three month ended September 30, 2013. Operating expenses for the three month ended September 30, 2014 decreased by $217,083 compared to the prior year three months ended. The decrease was due to the following:

Consulting expenses decreased by $4,937 to $64,714 from $69,651 for the three months ended September 30, 2014 and 2013, respectively, primarily due to the issuance of stock for consulting services.

Salaries and wages decreased by $27,579 to $19,347 from $46,926 for the three months ended September 30, 2014 and 2013, respectively, primarily due to the Company’s merger with Ad Shark and taking over the payroll of Ad Sharks officers and directors.

Professional fees increased by $23,603, to $39,148 from $15,545 for the three months ended September 30, 2014 and 2013, respectively, primarily due to increase in legal fees due the reverse merger and increase in authorized shares.

Therefore, during the three month period ended September 30, 2014, the Company incurred a loss from operations of $235,008 as compared to a loss from operations of $458,874 during the three month period ended September 30, 2013.

During the three month ended September 30, 2014, the Company further incurred: (i) interest income of $2,200 (2013: $2,267); (ii) interest expense of $17,022 (2013: $-0-); (iii) interest expense-derivative of $2,055,893 (2013: $417,623).

As a result of the above, the Company incurred a net loss of $2,305,723 and of $874,230 for the three month ended September 30, 2014 and 2013, respectively.

Results of Operations for the Nine Month Ended September 30, 2014 and 2013

Revenues

During the nine month ended September 30, 2014 and 2013, the Company generated $122,615 in revenues as compared to $37,592 for the nine months ended September 30, 2013. To date, the Company has earned minimal revenues through their mobile application services. There can be no assurances that the Company can be profitable in the future.

Operating Expenses

During the nine month ended September 30, 2014, the Company incurred operating expenses of $1,176,481 as compared to operating expenses of $1,065,257 incurred during the three month ended September 30, 2013. Operating expenses for the nine month ended September 30, 2014 increased by $111,224 compared to the prior year nine months ended. The increase was due to the following:

Consulting expenses increased by $300,635 to $684,970 from $384,335 for the nine months ended September 30, 2014 and 2013, respectively, primarily due to the issuance of stock for consulting services.

Salaries and wages decreased by $47,314 to $100,180 from $147,494 for the nine months ended September 30, 2014 and 2013, respectively, primarily due to the Company’s merger with Ad Shark and taking over the payroll of Ad Sharks officers and directors.

Professional fees increased by $28,584, to $129,164 from $100,580 for the nine months ended September 30, 2014 and 2013, respectively, primarily due to increase in legal fees due the reverse stock split and increase in authorized shares.

Therefore, during the nine month period ended September 30, 2014, the Company incurred a loss from operations of $1,053,866 as compared to a loss from operations of $1,027,665 during the nine month period ended September 30, 2013.

During the nine month ended September 30, 2014, the Company further incurred: (i) interest income of $6,600 (2013: $7,443); (ii) interest expense of $43,819 (2013: $4,520); (iii) interest expense-derivative of $3,745,015 (2013: 1,039,558).

As a result of the above, the Company incurred a net loss of $4,836,100 and of $2,064,300 for the nine month ended September 30, 2013, respectively.

LIQUIDITY AND CAPITAL RESOURCES

	September 30,			December 31,			$			%
	2014			2013			Change			Change
Working Capital (deficit)		(12,611,285	)		(21,994,223	)		9,382,938			42.6	%
Cash		60,906			46,234			14,672			31.7	%
Total Current Assets		380,093			496,512			(116,419	)		(23.4	%)
Total Assets		390,782			502,972			(112,190	)		(22.3	%)
Accounts payable and accrued liabilities		135,538			248,822			(113,284	)		(45.5	%)
Loan from officer		14,004			17,021			(3,017	)		(17.7	%)
Notes payable to related party		26,980			57,480			(30,500	)		(53.1	%)
Convertible notes payable		677,673			261,945			415,728			Over 100%
Total current liabilities		12,991,378			22,490,735			(9,499,357	)		(42.2	%)
Total liabilities		12,991,378			22,490,735			(9,499,357	)		(42.2	%)

At September 30, 2014, our working capital deficit decreased when compared to December 31, 2013, primarily as a result of a decrease of $9,773,569 in derivative liability from the convertible notes issued.

Operating activities

Net cash used for continuing operating activities during the nine months ended September 30, 2014 was $670,442. Non-cash items totaled approximately $4,165,658 which included the following:

• $179,453 of stock for services representing the value of shares issued to consultants for services rendered to the Company • $460 in depreciation and amortization • $15,423 increase in revenues from available-for-sale securities revenues • $4,602 increase in accounts receivable • $7,705 increase in interest receivable • • $10,446 increase in deferred revenues $3,745,015 increase in derivative interest • $44,772 increase in accounts payable and accrued expenses • $19,627 increase in accounts payable to related parties • $38,615 increase in accrued interest

Net cash used for continuing operating activities during the nine months ended September 30, 2013 was $510,114. Non-cash items totaled approximately $1,554,186 which included the following:

• $528,196 of stock for services representing the value of shares issued to consultants for services rendered to the Company • $298,745 cancelation of loan receivable to Iconosys per Master Purchase Agreement • $34,827 of depreciation and amortization • $41,869 increase in prepaids from stock issued to consultants for future services • $4,537 increase in interest receivable • $165,758 decrease in loan receivable to related party • $82,743 increase in accounts payable and accrued expenses • $19,721 increase in accounts payable to related parties • $466 increase in accrued interest

Financing activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the nine months ended September 30, 2014, net cash flows provided from financing activities was $685,114 which consisted of $3,107 in payments on officer loans, $718,721 in proceeds from convertible notes and $30,500 in payments to notes payable to related party.

For the nine months ended September 30, 2013, net cash flows provided from financing activities was $330,640, which consisted of $180,875 in proceeds from the sale of stock, $1,904 in bank overdrafts, $87,704 in net payments on officer loan, $190,565 in proceed on convertible notes and $45,000 in proceeds from notes payable to related party.

Plan of Operation

Management does not believe that the Company will be able to generate any significant profit during the coming year. Management believes that general and administrative costs as well as building its infrastructure will most likely curtail any significant profits.

Notwithstanding, the Company anticipates it will continue to generate losses and therefore it may be unable to continue operations in the future. Originally, management anticipated a need to raise $475,000 to fully implement its business plan. After careful consideration and a detailed analysis by new management, the Company now expects it will need to raise $5,000,000 to forward its business plan, and the Company would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to the Company, especially with the current economic environment.

Management is concerned that the Company may not have sufficient funds to meet its financial obligations for the next twelve months. Management believes the Company can generate sufficient cash reserves to keep the Company operational through the fourth quarter. Management will need to obtain outside funding to keep the Company operational beyond the third quarter. There are no assurances that management will be able to secure outside funding. Management anticipates that the Company will need to spend a minimum of $30,000 over the next twelve months to pay for audit and legal fees to keep the company fully reporting. Failure to secure additional funding can result in the company being fully reporting, but not operational. The Company will require additional funds to build its business infrastructure. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms.

If the Company falls short of capital to keep the Company fully reporting, our officers/directors have agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months. No agreement exists that our officers/directors will continue to donate funds to the operations of the Company for the next twelve months; therefore, there is no guarantee that they will continue to do so in the future.

Going Concern

Going Concern - The Company has recognized an accumulated deficit since inception (February 23, 2007) through September 30, 2014 of $33,464,179. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2).

Summary of any product research and development that we will be performed for the term of our plan of operations.

We do not anticipate performing any additional significant product research and development under our current plan of operation.

Expected purchase or sale of plant and significant equipment

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

Significant changes in the number of employees

As of April 20, 2014, we have two part-time employees and one full-time employee. We are also dependent upon our officers and director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Employment agreements

On August 1, 2011, the Company’s wholly owned subsidiary, Ad Shark, entered into an employment agreement with its President Wayne Irving. The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014, or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. Monster Arts, Inc. absorbed the employment agreement when Ad Shark was dissolved in early 2014. As of September 30, 2014 and December 31, 2013, the Company had accrued wages of $48,607 and $155,706, respectively which are included in accounts payable and accrued expenses to related party balance. In the nine months ended September 30, 2014, the Company entered into a debt settlement agreement with its chief executive officer, Wayne Irving, whereby the Company issued 350,000,000 shares of common stock for the reduction of $87,500 in accrued payroll liability.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue from product sales and service agreements once all of the following criteria for revenue recognition have been met: persuasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Management, with the participation of the chief executive officer and the chief financial officer, who is also the sole member of our board of directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the chief executive officer and the chief financial officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and affected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of September 30, 2014.

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q/A, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the quarter ended September 30, 2014. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management Plan to Remediate Material Weaknesses

Management believes that the material weaknesses set forth in item (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

PART II. OTHER INFORMATION

Item 1 - Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A - Risk Factors

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and the discussion in Item 1, above, under "Liquidity and Capital

Resources."

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

None not previously disclosed

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosure

None.

Item 5 - Other Information

None.

Item 6 - Exhibits

Exhibit	Exhibit Description	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

SIGNATURES

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

	Monster Arts, Inc. Registrant
November 19, 2014	By: /s/ Wayne Irving II
	Wayne Irving II Director and (principal executive officer)

	Monster Arts, Inc. Registrant
November 19, 2014	By: /s/ Tisha Lawton
	Tisha Lawton Chief Financial Officer, Treasurer & Secretary

Filing Compare · Monster Arts Inc.