As filed with the Securities and Exchange Commission on January 27, 2011
Registration No. 333-
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U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
Monster Offers
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(Exact Name of Registrant as specified in charter)
Nevada 000-53266 26-1548306
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(State of Incorporation) (SEC File Number) (IRS Employer I.D. No.)
P.O. Box 1092, Bonsall, CA 92003
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(Address of principal executive offices)
Consulting Agreement with Christian R. Hansen
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(Full Title of the Plan)
Paul Gain
4056 Valle Del Sol, Bonsall, CA 92003
Mail Delivery - PO Box 1092, Bonsall, CA 92003
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(Name and Address of agent for Service)
(760) 208-4905
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(Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of (1) maximum maximum
securities Securities offering aggregate Amount of
to be to be price per offering Registration
registered registered share (2) price (2) Fee (3)
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Common $0.001 200,000 $0.24 $48,000.00 $5.57
par value shares
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(1) This Registration Statement relates to 200,000 shares of the
Registrant's Common Stock, par value $0.001 per share, to be issued
pursuant to the terms of the Consulting Agreement with
Christian R. Hansen.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the bid and
asked prices reported on January 21, 2011 by the Financial Industry
Regulatory Authority (FINRA) OTC Bulletin Board.
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified in Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the
Consulting Agreement with Christian R. Hansen.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.
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Item 1. PLAN INFORMATION
The information required to be provided pursuant to this Item to the
individual participant the Consulting Agreement, includes: Christian R.
Hansen, as set forth in the Consulting Agreement dated January 21, 2011.
The Consultant will provide Monster Offers on a best efforts basis for six
months, such services to Monster Offers as to assist Monster Offers in
business development, evaluating potential business opportunities and helping
with the development of business strategies. Without limiting the generality
of the foregoing, the Consultant will also assist Monster Offers in
developing, studying and evaluating new customer opportunities, strategic
relationships, prepare reports and analyses thereon when advisable, and
assist in matters of corporate activities pertaining thereof. See Exhibit
10.8.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated by reference, except as
superseded or modified herein:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2009.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's
annual report referred to in (a) above.
In addition, all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which de-registers all of the shares then remaining
unsold, will be deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of the documents.
Any statement contained in a document incorporated or superseded for purposes
of this registration statement, to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with this registration statement will
be passed upon for Monster Offers by the Law Offices of Michael L. Corrigan.
Mr. Corrigan is not a shareholder of the registrant and will not receive any
shares in this S-8 registration statement.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws provides
as follows: 78.751 Indemnification of officers, directors, employees and
agents; advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
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2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel
other than the directors or officers may be entitled under any contract or
otherwise by law.
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6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made pursuant
to subsection 5, may not be made to or on behalf of any director or officer
if a final adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action. (b) Continues for a person who has ceased
to be a director, officer, employee or agent and endures to the benefit of
the heirs, executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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Item 8. EXHIBITS.
The following documents are incorporated by reference from the Company's
Periodic Report filings, SEC File # 000-53266, as filed with the
U. S. Securities and Exchange Commission.
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
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3.1 Articles of Incorporation, SB-2 3.1 01/15/2008
as currently in effect
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3.2 Bylaws SB-2 3.2 01/15/2008
as currently in effect
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3.3 Amended Articles of SB-2 3.3 01/15/2008
Incorporation as currently
in effect.
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5.1 Opinion of Counsel and X
consent regarding the legality
of the securities registered
under this Registration
Statement
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10.1 Consulting Agreement, X
dated January 21, 2011
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23.1 Consent of Independent X
Certifying Public Accountant
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Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Bonsall, California.
Dated: January 26, 2011
MONSTER OFFERS
a Nevada corporation
/s/ Paul Gain
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Paul Gain
Chairman and CEO
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
Date: January 26, 2011 /s/ Paul Gain
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Paul Gain
Chairman and CEO
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