Monster Offers
8937 Quintessa Cove Street
Las Vegas, NV 89148
Telephone: (702) 575-4816
February 14, 2008
VIA EDGAR TRANSMISSION
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Mail Stop 4561
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Mr. Hugh Fuller
Re: Monster Offers
Registration Statement on Form SB-2
File No. 333-148686
Filed on January 15, 2008
Dear Mr. Fuller:
On behalf of Monster Offers, we respectfully acknowledge the Staff's comments
in your letter dated February 13, 2008, concerning our SB-2 Registration
Statement. A marked copy of our revisions to the Registration Statement is
enclosed for your reference. For your convenience, each of your comments has
been reproduced below, followed by our response to such comment.
Form SB-2
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General
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1. It appears that that you were spun-off from Tropical PC, Inc. on December
31, 2007. Please disclose the purpose of the spin-off and provide an
analysis addressing the exemption from registration that Tropical PC
relied upon in connection with the spin-off. Please consult SEC Staff
Legal Bulletin No. 4 (CF), September 16, 1997, located at
http://www.sec.gov/interps/legal/slbcf4.txt, for the Division's views
regarding section 5 of the Securities Act and spin-offs.
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RESPONSE: According to Staff Legal Bulletin No. 4 (September 16, 1997) (the
"Bulletin") the registration of shares distributed in a spin-off is not
required under the Securities Act where:
(1) the parent shareholders do not provide consideration for the
spun-off shares;
(2) the spin-off is pro-rata to the parent shareholders;
(3) the parent provides adequate information about the spin-off and the
subsidiary to its shareholders and to the trading markets;
(4) the parent has a valid business purpose for the spin-off; and
(5) if the parent spins-off "restricted securities," it has held those
securities for at least two years.
Here follows our analysis of each of these five conditions.
First, the shareholders of the Company have not and will not provide any
consideration for the spun-off shares. The shares were distributed as a
stock dividend as of the record date without any consideration being provided
by the Company's shareholders. Thus, there will be no "sale" within the
meaning of the Securities Act of 1933, as amended (the "1933 Act").
Second, the spin-off was made pro-rata. The Company's shareholders received
one share of Monster Offers common stock for every one share of Tropical PC
common stock held as of the record date. The Company's shareholders will
have the same proportionate interest in Tropical PC and in Monster Offers
both before and after the spin-off.
Third, as the Staff indicated in the Bulletin, whether the parent provides
adequate information about the spin-off and the subsidiary to its security
holders and the trading markets depends on whether the subsidiary is a
reporting company under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or a non-reporting company before and after the spin-off.
Prior to the spin-off, the subsidiary was non reporting company. Tropical PC
provided spin off information regarding Monster Offers to the shareholders of
Tropical PC in a Form 8-K. Additionally, the shareholders will receive a
copy of the Prospectus, as soon as the Registration becomes effective, which
provides further information about the spin-off and the subsidiary. No
public market exists for either Tropical PC or Monster Offers common stock.
Both companies are privately owned and not listed on any exchange.
Fourth, Monster Offers has a valid business purpose for the spin-off.
Specifically, Monster Officers specializes in utilizing technology based
internet media and marketing to generate leads for businesses, whereas
Tropical PC is in the pest control business.
Fifth, the shares of Monster Offers common stock were issued as restricted
stock and carry a legend indicating the restriction, which cannot be lifted
without an exemption under the Securities Act of 1933, as amended. There is
no public market for Monster Offers common stock. Monster Officers was
incorporated by Tropical PC directly and was not acquired from third persons.
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Selling Shareholders, page 35
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2. Please see Item 507 of Regulation S-K. Please describe the transactions
in which the selling shareholders received the shares being offered
herewith. In this regard, we note that the "Recent Sales of Unregistered
Securities" on Page II-2 discloses that some 8,310,000 shares were issued
in the two transactions on December 31, 2007 but that you are only
registering 7,710,000 shares for resale. Please explain why the other
600,000 shares have not been registered for resale.
RESPONSE: As stated in the first paragraph on Page 20, the Company purchased
600,000 spin-off shares from Tropical PC's original founder at par value.
These shares were be returned to the Corporate Treasury; therefore, there is
no need to register these sales for resale. We have added this disclosure to
"Recent Sales of Unregistered Securities" on Page II-2
3. Please disclose the natural persons who have voting and/or dispositive
control over the shares held by Akira International, Inc.; Bolsa, S. A.;
and Business Finance Corp. See Interpretation I.60 of the July 1997
manual of publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.
RESPONSE: We have disclosed the natural person who have voting and/or
dispositive control over the shares held the entities as selling
shareholders.
4. Please confirm, if true, that none of the selling stockholders are
registered broker-dealers or affiliates of registered broker-dealers.
RESPONSE: This confirms that none of the selling stockholders are
registered broker-dealers or affiliates of registered broker-dealers.
This has been stated in the Registration Statement under "Selling
Shareholders" in the first paragraph, last sentence on Page 34.
We want to thank you for your assistance in our compliance with the
applicable disclosure requirements. We appreciate your helpfulness.
Respectfully yours,
Monster Offers
By: /s/ Nate Kaup
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Nate Kaup
Chief Executive Officer
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