UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): August 2, 2018 (July 27, 2018)~~1934

Date of Report (Date of earliest event reported): March 15, 2019

MONSTER PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-211681	81-1736095
(State or other jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
of incorporation)	File Number)	Identification No.)

601 Gateway Blvd., Suite 900

South San Francisco, CA 94080

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (~~Zip~~zip ~~Code~~code)

(415) 330-3479

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company [X]

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

Item 5 4.02 ~~Departure~~Non-Reliance ofon ~~Directors~~Previously orIssued ~~Certain~~Financial ~~Officers;~~Statements ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Certain~~or ~~Officers~~Completed Interim Review.

On ~~July~~March 2715, ~~2018~~2019, ~~shareholders holding more than two-thirds of~~ the ~~voting~~Board ~~power~~ of Directors (the ~~issued~~“Board”) ~~and outstanding shares~~ of ~~stock of~~ Monster Products, Inc. (the “Company”), byupon ~~written~~the recommendation ~~consent~~of management, ~~voted~~determined tothat ~~remove~~the ~~Fereidoun~~audited ~~“Fred”~~consolidated ~~Khalilian from~~financial ~~his~~statements ~~position~~ as aof ~~member~~and offor the ~~board~~years ofended ~~directors~~December 31, of2017 and 2016 and the independent registered public accounting firm’s reports thereon previously filed by the Company with the Securities and Exchange Commission (the “~~Board~~SEC”), ~~effective~~should ~~immediately~~no longer be relied upon.

OnThe ~~the~~Company ~~same~~previous ~~day,~~filed the ~~Board~~above ~~temporarily~~referenced ~~appointed,~~financial bystatements ~~written~~on ~~consent,~~a ~~Kevin~~Form ~~Lee~~8-K ~~and~~in ~~Ashley~~connection R.with ~~Elliott~~a share exchange agreement, dated February 13, 2018 (the “~~New~~Share ~~Directors~~Exchange Agreement”) to, ~~serve~~entered asinto ~~members~~between of the ~~Board~~Company, ~~effective~~Monster, ~~immediately~~Inc., ~~There~~a ~~are~~California corporation, noand ~~arrangements~~Monster, orLLC, ~~understandings~~a ~~between~~Nevada ~~the~~limited ~~Company~~liability ~~and~~company (collectively, the ~~New~~ ~~Directors~~“Monster ~~and~~Companies”), ~~any other persons~~ pursuant to which the ~~New~~shareholders ~~Directors were appointed as directors~~ of the ~~Company.~~Monster ~~There~~Companies isagreed ~~no family~~to ~~relationship~~transfer ~~between~~all ~~Ms. Elliott and any other director or officer~~ of the ~~Company~~issued orand ~~any~~outstanding ~~person~~voting ~~nominated~~interests orin ~~chosen by~~ the Monster ~~Company~~Companies to ~~become a director or executive officer. Mr. K. Lee is~~ the ~~son~~Company ofin ~~Noel~~exchange ~~Lee,~~for ~~who was~~300,000,000 atnewly ~~the~~issued ~~time~~shares of ~~Mr.~~common K.stock ~~Lee’s appointment,~~of the ~~Chief~~Company ~~Executive Officer and Chairman of~~ (the ~~Company~~“Reverse Acquisition”). The ~~New~~transactions ~~Directors~~contemplated ~~are~~by ~~not entitled to any compensation in connection with their appointments to~~ the ~~Board.~~Share ~~There~~Exchange ~~are~~Agreement noclosed ~~transactions~~on ~~between~~April ~~the~~12, ~~Company~~2018 and ~~either of~~ the ~~New~~Company ~~Directors~~filed ~~that~~a ~~are~~Current ~~reportable~~Report ~~pursuant~~on toForm ~~Item 404(a) of Regulation S~~8-K. ~~The~~disclosing ~~Company~~the ~~did~~transactions ~~not~~contemplated ~~enter~~by ~~into~~the orShare ~~materially~~Exchange ~~amend~~Agreement ~~any~~on ~~material plan~~April 16, ~~contract~~2018, as oramended ~~arrangement~~on ~~with~~July ~~either~~18, ~~New~~2018 ~~Director~~and inDecember ~~connection~~20, ~~with~~2018 ~~their respective appointments to serve as members of~~ (the ~~Board~~“Form 8-K”).

OnIn connection with the ~~same~~Company’s ~~day,~~preparation ~~and~~of ~~immediately~~responses ~~following~~to comments provided by the ~~approval~~staff of the ~~Bylaw~~SEC, ~~Amendment~~management, ~~(as~~with ~~defined~~the assistance ~~under~~of ~~Item~~its ~~5.03~~current outside advisors, undertook a review of ~~this~~the ~~Current~~disclosure ~~Report~~previously made the Form 8-K, as amended. After oncareful review of the disclosure contained in the Form 8-K), along with conversations with Adeptus Partners LLC, the ~~New~~Company’s current ~~Directors~~independent ~~resigned~~auditors ~~from~~(“Adeptus”), ~~their~~the ~~respective~~Company ~~positions~~believes asthat ~~members~~the audit of the ~~Board,~~financial ~~effective~~statements ~~immediately,~~set ~~leaving~~forth ~~Mr.~~above Nwas not performed in accordance with the Public Company Accounting Oversight Board (“PCAOB”) standards. ~~Lee~~In asthe context of this review, Adeptus advised the ~~sole~~Company ~~member~~that it was not engaged to perform a PCAOB audit of the ~~Board~~above referenced financial statements based on the advice it received from the Company’s prior outside advisors.

OnWhile, the ~~same~~Company ~~day,~~may ~~following~~file with the ~~resignations~~SEC ofrestated financial information for the ~~New~~affected ~~Directors~~periods at a later date, the ~~Board,~~Company bycurrently does ~~written~~not ~~consent,~~have ~~voted~~a class of securities registered under Section 12 nor is it subject to Section 15(1d) ~~remove~~of ~~Mr.~~the ~~Khalilian~~Securities Exchange Act of 1934, as ~~President~~amended, and ~~Chief~~as ~~Operating~~such, ~~Officer~~is ofnot subject to the ~~Company~~periodic and ~~from~~current ~~any~~reporting ~~other~~requirements ~~positions~~ of ~~the~~Section ~~Company~~13 or ~~any subsidiary~~ 15(d) of the Exchange Act. The Company~~, (2)~~ ~~remove~~is ~~all~~a ~~officers~~voluntary offiler for reporting purposes. In addition, the Company ~~(other~~current ~~than~~does ~~Mr.~~not N.have ~~Lee),~~a class ~~and~~of ~~(3)~~securities ~~appoint~~registered ~~Mr.~~or N.quoted ~~Lee~~on asa ~~the~~national ~~President,~~securities ~~Secretary~~exchange ~~and~~or ~~Treasurer of~~any over-the-counter ~~Company,~~quotation ~~effective~~system. ~~immediately,~~The toCompany’s business ~~serve~~requires insubstantial ~~such~~capital ~~positions~~to ~~until~~support aits ~~successor~~operations. isIf ~~chosen~~the orCompany ~~until~~is ~~Mr.~~unable N.to ~~Lee~~maintain ~~resigns~~adequate financing or isother ~~removed.~~sources ~~Mr.~~of N.capital ~~Lee~~are not available, 69it ~~years~~could ~~old~~be forced to suspend, ~~founded~~curtail ~~Monster~~or reduce its operations, ~~Inc.~~which would not be in ~~1978~~the best ~~and~~interests ~~has~~of ~~been~~the Company’s shareholders. Given the ~~Chief~~Company’s ~~Executive~~current ~~Officer~~difficulties ~~and~~in ~~the~~raising ~~Chairman~~additional ofcapital, the Company ~~since~~has ~~March~~limited ~~22,~~resources ~~2018.~~which ~~There~~ are nonecessary ~~arrangements~~to ormaintain ~~understandings~~the ~~between~~operations of the Company’s business and ~~Mr.~~the N.requirement of ~~Lee~~the ~~and~~Company to divert any ~~other person~~capital oraway ~~persons~~from ~~pursuant~~the tooperation ~~which~~of ~~Mr.~~its N.business ~~Lee~~would ~~was~~have ~~appointed~~a asmaterial adverse effect on the Company’s operations ~~President,~~and ~~Secretary~~financial ~~and~~results. ~~Treasurer~~As ~~and,~~a at result the ~~time~~re-audit of ~~his~~the ~~appointment~~above asreferenced financial statements involves undue hardship on the ~~President,~~Company ~~Secretary~~at ~~and~~this ~~Treasurer~~time. ofTo the extent the Company, ~~there~~decides ~~was~~to noregister ~~family~~its ~~relationship~~securities ~~between~~under the Securities Act of 1933, as ~~Mr.~~amended N.(the ~~Lee~~“Securities ~~and~~Act”), ~~any~~have ~~other~~a ~~director~~class orof ~~executive~~securities ~~officer~~registered under Section 12 of the ~~Company~~Exchange Act and/or have ~~any~~its ~~person~~securities ~~nominated~~listed on a national securities exchange or ~~chosen~~over-the bycounter quotation system, the Company towill ~~become~~file the restated afinancial ~~director~~information orfor ~~executive~~the ~~officer.~~affected ~~The~~periods ~~Company~~to ~~did~~the ~~not~~extent ~~enter~~required ~~into~~under orthe ~~materially~~Securities ~~amend~~Act, ~~any~~the ~~material~~Exchange ~~plan~~Act, ~~contract~~the orrules ~~arrangement~~and ~~with~~regulations ~~Mr.~~promulgated N.thereunder ~~Lee~~and/or inthe ~~connection~~applicable ~~with~~rules ~~his~~of ~~appointment~~any asnational ~~the~~securities ~~President,~~exchange ~~Secretary~~or ~~and~~any ~~Treasurer~~over-the-counter quotation system.

Additional information concerning Mr. N. Lee is incorporated herein by reference from the section entitled “Certain Relationships and Related Party Transactions” in the Company’s Registration Statement on Form S-~~1 (Registration No. 333~~2-~~225241) filed on May 25, 2018.~~

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Bylaw Amendment

SIGNATURE

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

Date: August 2, 2018

	MONSTER PRODUCTS, INC.

Dated: March 22, 2019	By:	/s/ Noel Lee
		Noel Lee
		Chief Executive Officer

~~Monster Products, Inc. By: /s/ Noel Lee Name: Noel Lee Title: Chief Executive Officer~~-3-

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