X0202 4 2007-05-11 0 0001177326 MONARCH STAFFING, INC. MSTF 0001323581 Moore Keith Charles 30950 RANCHO VIEJO RD. #120 SAN JUAN CAPISTRANO CA 92675 1 1 1 0 Secretary Series A Preferred Stock 0.2 2007-05-11 4 P 0 5000 A 2007-05-11 Common Stock 2500000 5000 I By Monarch Bay Management Company, LLC Series A Preferred Stock 0.2 2007-05-11 4 P 0 5000 A 2007-05-11 Common Stock 2500000 5000 I By Monarch Bay Management Associates, LLC Each share of Series A Preferred Stock is convertible into a number of shares of the Issuer's Common Stock determined by dividing (i) the sum of liquidation preference of such share of Series A Preferred Stock ($100), 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. Based on conversion of shares of Series A Preferred Stock at a conversion price of $0.20 per share. On May 11, 2007, Monarch Bay Management Company, LLC acquired 5,000 shares of the Issuer's Series A Preferred Stock as a retainer payment under a services agreement with the Issuer. Represents securities owned by Monarch Bay Management Company, LLC. Reporting Person is a Managing Member of, and owns 50% of the ownership intersts in, Monarch Bay Management Company, LLC. On May 11, 2007, Monarch Bay Associates, LLC acquired 5,000 shares of the Issuer's Series A Preferred Stock as a retainer payment under a services agreement with the Issuer. Represents securities owned by Monarch Bay Associates, LLC. Reporting Person is a Managing Member of, and owns 50% of the ownership interests, in Monarch Bay Associates, LLC. N/A Keith Moore 2007-05-15