(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. []
The
information required in the remainder of this cover page shall not be deemed
to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act.
| 1 | Names
of
Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Monarch
Bay Management Company, LLC
| 2 | Check
the
Appropriate Box if a Member of a Group (a)[ ]
(b)[
]
| 3 | SEC
Use
Only
| 4 | Source
of
Funds
OO
| 5 | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)[
]
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person
9,141,667
| 12 | Check
if the
Aggregate Amount in Row (11) Excludes Certain Shares
N/A
| 13 | Percent
of
Class Represented by Amount in Row (11)
60.7%
| 14 | Type
of
Reporting Person
CO
Item
1. Security and Issuer
This
Schedule 13D relates to the Common Stock of Monarch Staffing, Inc. (the
“Company”). The principal executive offices of the Company are
located at 30950 Rancho Viejo Rd. #120, San Juan Capistrano,
CA92675.
Item
2. Identity and Background
This
Statement on Schedule 13D is being filed by the following entities and
individuals (collectively, the
"Reporting
Persons"):
(a)
Monarch Bay Management Company, LLC, a California limited liability company,
having its principal office at 30950 Rancho Viejo Rd #120, San Juan Capistrano,
CA92675.
(b)
Monarch Bay Associates, LLC, a California limited liability company, having
its
principal office at 30950 Rancho Viejo Rd #120, San Juan Capistrano,
CA92675.
(c)
David
Walters, an individual and a citizen of the United States of
America. Mr. Walters’s business address is 30950 Rancho Viejo
Rd #120, San Juan Capistrano, CA92675. Mr. Walters is a
Managing Member of, and owns 50% of the ownership interests in, each of Monarch
Bay Management Company, LLC, and Monarch Bay Associates, LLC.
(d)
Keith
Moore, an individual and a citizen of the United States of
America. Mr. Moore’s business address is 30950 Rancho Viejo Rd
#120, San Juan Capistrano, CA92675. Mr. Moore is a
Managing Member of, and owns 50% of the ownership interests in, each of Monarch
Bay Management Company, LLC, and Monarch Bay Associates, LLC.
During
the last five years, no Reporting Person: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii)
was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
Item
3. Source of Amount of Funds or Other Compensation
On
May11, 2007, the Company issued 5,000 shares of its newly designated Series A
Preferred Stock to each of Monarch Bay Management Company, LLC and Monarch
Bay
Associates, LLC as retainer payments under service agreements with the
entities.
The
terms
of the Series A Preferred Stock are set forth in the Certificate of
Designations, Preferences and Rights of the Series A Preferred Stock, the most
significant of which are as follows:
Dividends. Holders
of shares of Series A Preferred Stock are entitled to receive cumulative
dividends in an amount equal to $6.00 per share per annum.
Liquidation
Preference. The Series A Preferred Stock ranks senior to the
Company’s Common Stock with respect to payment of dividends and amounts upon any
liquidation, dissolution or winding up of the Company. The
liquidation preference of the Series A Preferred Stock is $100 per
share.
Redemption. The
Series A Preferred Stock is not redeemable.
Conversion. Each
holder of Series A Preferred Stock has the right to convert its shares of Series
A Preferred Stock into a number of shares of Common Stock determined by dividing
(i) the sum of liquidation preference of such share of Series A Preferred Stock,
plus any accrued but unpaid dividend thereon, by (ii) a conversion price equal
to (a) at any time prior to November 15, 2007, $0.20 and (b) from and after
November 15, 2007, the lower of (x) $0.20 or (y) 75% of the average
of the three lowest intraday trading prices for the Common Stock on a principal
market for the 20 trading days before but not including the conversion
date.
The
conversion price is proportionately increased or decreased in the event of
a
reverse stock split or forward stock split, respectively. The
conversion price is also adjusted in the event the Company effects a
consolidation, merger or sale of substantially all its assets (which may also
be
treated as an event of default) or if the Company declares or makes any
distribution of its assets (including cash) to holders of its Common
Stock.
The
Series A Preferred Stock contains a provision whereby no holder is able to
convert any shares of Series A Preferred Stock into shares of the Company’s
Common Stock, if such conversion would result in beneficial ownership by the
holder and its affiliates of more than 4.99% of our then outstanding shares
of
Common Stock. This provision has been waived by each of Monarch Bay
Management Company, LLC and Monarch Bay Associates, LLC.
Voting
Rights. In addition to any voting rights provided by law, each holder
of Series A Preferred Stock has the right to vote on all matters before the
common stockholders on an as-converted basis voting together with the common
stockholders as a single class.
Protective
Provisions. So long as 50% of the issued Series A Preferred
Stock are outstanding, the Company is not permitted to take any of the following
corporate actions without first obtaining the approval of the majority holders
of Series A Preferred Stock:
·
alter
or change the rights, preferences or privileges of the Series A Preferred
Stock , whether by merger, consolidation or otherwise, where such
alteration or change would adversely affect the Series A Preferred
Stock;
·
redeem,
repurchase or pay dividends with respect to any shares of stock junior
to
the Series A Preferred Stock; or
·
authorize
a voluntary dissolution, liquidation or winding up of the
Company.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the securities for investment
purposes. Depending on general market and economic conditions
affecting the Company and other relevant factors, the Reporting Persons may
purchase additional securities of the Company or dispose of some or all of
securities from time to time in open market transactions, private transactions
or otherwise.
The
Reporting Persons acquired the securities of the Company in transactions which
relate to or result in:
(a)
the
acquisition by persons of additional securities of the Company, or
the
disposition of securities of the
Company;
(b)
a
change in the present board of directors and management of the Company,
including plans or proposals to change the number or term of directors
or
to fill any existing vacancies on the
board;
(c)
a
material change in the present capitalization or dividend policy
of the
Company;
(d)
other
material changes in the Company’s business or corporate
structure;
(e)
changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Company
by any person;
The
Reporting Persons do not have any present plans or proposals which relate to
or
result in:
(f)
a
reorganization involving the
Company;
(g)
a
sale or transfer of a material amount of assets of the Company or
any of
its subsidiaries;
(h)
causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i)
a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j)
any
action similar to any of those enumerated in (f) through (i),
above.
Item
5. Interest in Securities of the Issuer
(a)
- (b) Items 7, 8, 9, 10, 11 and 13 from pages 2 through 5 of this
statement are incorporated herein by
reference.
Monarch
Bay Management Company, LLC own securities of the Company convertible
into
or exercisable for an aggregate of 2,500,000 shares of the Company’s
Common Stock, representing 16.6% of the Company's outstanding Common
Stock
(assuming the conversion of the Company’s Series A Preferred Stock), based
upon 10,060,078 shares of Common Stock outstanding (15,060,078 assuming
the conversion of the Series A Preferred Stock) as disclosed by the
Company in its Quarterly Report on Form 10-QSB filed on May 14,2007.
Monarch
Bay Associates, LLC own securities of the Company convertible into
or
exercisable for an aggregate of 2,500,000 shares of the Company’s Common
Stock, representing 16.6% of the Company's outstanding Common Stock
(assuming the conversion of the Company’s Series A Preferred
Stock).
David
Walters own securities of the Company convertible into or exercisable
for
an aggregate of 9,141,667 shares of the Company’s Common Stock (including
5 million shares with respect to which he shares dispositive power
with
Keith Moore), representing 60.7% of the Company's outstanding Common
Stock
(assuming the conversion of the Company’s Series A Preferred
Stock).
Keith
Moore own securities of the Company convertible into or exercisable
for an
aggregate of 9,141,667 shares of the Company’s Common Stock (including 5
million shares with respect to which he shares dispositive power
with
David Walters), representing 60.7% of the Company's outstanding Common
Stock (assuming the conversion of the Company’s Series A Preferred
Stock).
(c) The
Reporting Persons acquired the common stock as a result of the
transactions discussed in Item 3
above.
(d) N/A
(e) N/A.
Item
6. Contracts, Arrangements, Understanding or Relationships with Respect
to
Securities of the Issuer
None.
Item
7. Material to be Filed as Exhibits
Exhibit
1(1)
Support
Services Agreement between Monarch Staffing, Inc. and Monarch Bay
Management Company, LLC
Exhibit
2(1)
Placement
Agent and Advisory Services Agreement between Monarch Staffing, Inc.
and
Monarch Bay Associates, LLC
Exhibit
3(1)
Certificate
of Designations for Series A Preferred Stock of Monarch Staffing,
Inc.
Filed
as an Exhibit to the Company’s Form 10-QSB filed with the Securities and
Exchange Commission on May 13, 2007, and incorporated herein by
reference.
Signature
After
reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
The
undersigned acknowledge and agree
that the foregoing statement on Schedule 13D is filed on behalf of each of
the
undersigned and that all subsequent amendments to this statement shall be filed
on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning it or him contained
therein, but shall not be responsible for the completeness and accuracy of
the
information concerning the others, except to the extent that it knows or has
reason to believe that such information is inaccurate.
This
Agreement may be executed
counterparts and each of such counterparts taken together shall constitute
one
and the same instrument.
