Monster Offers
8937 Quintessa Cove Street
Las Vegas, NV 89148
Telephone: (702) 575-4816
March 5, 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
Amendment No. 1 to a Form SB-2 on Form S-1/A
Filed on February 15, 2008
File No. 333-148686
Dear Mr. Fuller:
On behalf of Monster Offers (the "Company"), we are transmitting for filing
Amendment No. 2 (the "Amendment") to the Form SB-2 Registration Statement on
Form S-1/A, File No. 333-148686 (the "Registration Statement"). The
Amendment is being filed in response to comments received from the staff (the
"Staff") of the Securities and Exchange Commission by letter, dated March 5,
2008, with respect to the Registration.
The numbering of the paragraphs below corresponds to the numbering of the
Comments, which, for the Staff's convenience, have been incorporated into
this response letter. Page references in the text of this response letter
correspond to the page numbers of the Registration Statement Amendment.
Facing Page
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1. Please add the new filer status check boxes recently added to Form S-1.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b2 of the
Exchange Act.
RESPONSE: The Company acknowledges the Staff's comment. We have added the
new filer status check boxes recently added to Form S-1, and we have
indicated by check mark that the registrant is a smaller reporting company.
See Facing Page.
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General
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2. We note your response to comment 1 of our letter dated February 13, 2008.
Please provide additional analysis regarding the satisfaction of
Condition 1 of Staff Legal Bulletin No. 4. We are not able to reconcile
your response to this element given the fact that Tropical PC received
$5,000 as consideration for the spin-off. Refer to the disclosure on
pages 20-21.
RESPONSE: The Company acknowledges the Staff's comment. In order to help
reconcile our response to the element of Condition 1 of Staff Legal Bulletin
No. 4 concerning the consideration issue, please be advised that none of the
parent shareholders provided 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 Parent's shareholders. Thus, there was
no "sale" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"). The $5,000 came from a separate private placement transaction
conducted by Monster Offers in December, 2007. The money did not come from
any of the original Parent shareholders.
Executive Compensation, page 30
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3. Please revise your filing so that the executive compensation disclosure
conforms to the requirements of Item 402 of Regulation S-B or other
applicable disclosure requirement. See SEC Release 33-8732A (Nov. 7,
2006).
RESPONSE: The Company acknowledges the Staff's comment. We have revised our
filing so that the executive compensation disclosure conforms to the
requirements of Item 402 of Regulation S-B. The Company acknowledges and
confirms that in future filings, it will provide additional discussion and
analysis regarding how the Company determines the amount of each element of
compensation, the relationship of such elements of compensation to one
another, and how decisions regarding such elements fit into the Company's
overall compensation objectives. See Pages 30-31.
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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