Pursuant to Rule 424(b)(3)
under the Securities Act of 1933
in connection with Registration No. 333-148686
PROSPECTUS
Dated June 2, 2008
Monster Offers
7,710,000 shares of common stock held by stockholders
This prospectus relates to the offer for sale of 7,710,000 shares of our
common stock by certain existing holders of the securities, referred to as
selling security holders throughout this document.
Upon the effectiveness of this prospectus: the Selling Shareholders may sell
the shares as detailed in the section entitled "Plan of Distribution."
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.
There has been no market for our securities and a public market may not
develop, or, if any market does develop, it may not be sustained. As of
March 31, 2008, we have 19,560,000 common shares issued and outstanding.
Our common stock is not traded on any exchange or in the over-the-counter
market. After this Registration statement becomes effective, we expect to
have a broker dealer file an application with the National Association of
Securities Dealers, Inc. for our common stock to eligible for trading on the
OTC Bulletin Board. Selling shareholders will sell at a price of $0.02 per
share until their shares are quoted on the OTC Bulletin Board and thereafter
at prevailing market prices or privately negotiated prices.
The purchase of the securities offered through this prospectus involves a
high degree of risk.
SEE SECTION TITLED "RISK FACTORS" ON PAGE 6.
--------------------------------------------
We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus
and any amendments or supplements carefully before you make your investment
decision.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 2, 2008
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PAGE
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Part I
PROSPECTUS SUMMARY...................................................... 3
OUR COMPANY............................................................. 3
ABOUT THIS OFFERING..................................................... 4
SELECTED FINANCIAL INFORMATION.......................................... 5
RISK FACTORS............................................................ 6
RISK FACTORS RELATING TO OUR FINANCIAL CONDITION........................ 6
RISK FACTORS RELATING TO OUR COMPANY.................................... 7
OTHER RISK FACTORS......................................................13
CAPITALIZATION .........................................................19
FORWARD-LOOKING STATEMENTS..............................................19
OFFERING INFORMATION....................................................19
USE OF PROCEEDS.........................................................19
DETERMINATION OF THE OFFERING PRICE.....................................20
DILUTION................................................................20
DESCRIPTION OF BUSINESS.................................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............25
LEGAL PROCEEDINGS.......................................................28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............29
EXECUTIVE COMPENSATION..................................................31
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................35
SELLING SECURITY HOLDERS................................................36
PLAN OF DISTRIBUTION....................................................38
DIVIDEND POLICY.........................................................41
DESCRIPTION OF SECURITIES ..............................................42
LEGAL MATTERS...........................................................44
EXPERTS.................................................................44
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................45
WHERE YOU CAN FIND MORE INFORMATION.....................................45
FINANCIAL STATEMENTS....................................................46
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
RECENT SALES OF UNREGISTERED SECURITIES...............................II-1
EXHIBITS..............................................................II-3
UNDERTAKINGS..........................................................II-4
POWER OF ATTORNEY.....................................................II-6
SIGNATURES............................................................II-7
We have not authorized anyone to provide you with information different from
that contained in this prospectus. The Selling Stockholders are offering to
sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any
sale of common stock.
2
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus
and may not contain all of the information that you should consider before
investing in the shares. You are urged to read this prospectus in its
entirety, including the information under "Risk Factors" and our financial
statements and related notes included elsewhere in this prospectus.
Our Company
Monster Offers ("the Company") was incorporated in the State of Nevada on
February 23, 2007, under the name Tropical PC Acquisition Company. On
December 11, 2007, the Company amended its Articles of Incorporation changing
its name to Monster Offers. The Company was originally incorporated as a
wholly owned subsidiary of Company Tropical PC, Inc., a Nevada corporation.
Tropical PC was incorporated September 22, 2004, and, at the time of spin off
was not listed on any exchange.
The Company plans to specialize in utilizing technology based Internet media
and marketing to generate leads for businesses.
We plan to apply through a broker dealer for OTC-Bulletin Board listing after
our Registration Statement becomes effective. Management believes that
listing on the OTC-Bulletin will better position the Company to find the
financing its needs to move its business plan forward. There are no
assurances that we will be able to raise the necessary funding to move our
business plan forward.
Since our inception on February 23, 2007 through March 31, 2008, we generated
no revenues. For the year ending December 31, 2007 we experienced a net loss
of $(6,595). This net loss was contributed to organization expenses of $985
and the expense $5,610 to effectuate the spin-off from Tropical PC. For the
three months ending March 31, 2008, we experienced a net loss of $(12,229).
This net loss was contributed to general & administrative expenses for
accounting and legal fees. In our December 31, 2007 year-end financials, and
our quarter end March 31, 2008, our auditor issued an opinion that our
financial condition raises substantial doubt about the Company's ability to
continue as a going concern.
Our principal executive offices and our headquarters are located at: 8937
Quintessa Cove Street, Las Vegas, NV 89148, telephone: (702) 575-4816.
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About this Offering
Securities Being Offered 7,710,000 common shares by selling shareholders.
Common Stock Outstanding
Before the Offering: 19,560,000 shares
Common Stock Outstanding
After the Offering: 19,560,000 common shares. All of the common
stock to be sold under this prospectus will
be sold by our existing shareholders. The shares
issued to the selling shareholders were made
in reliance upon an exemption from registration
under Section 4(2) of the Securities Act. For a
list of the selling stockholders and the amount of
shares that each of them expects to sell, see
"Selling Security holders."
Offering Price The offering price of the common stock is $0.02
per share. We plan to ask a broker dealer to apply
on our behalf with the NASD Over-the-Counter
Bulletin Board electronic quotation service to
allow the trading of our common stock after this
prospectus is declared effective by the U. S.
Securities and Exchange Commission. If our
common stock becomes so traded and a market for the
stock develops, the actual price of stock will be
determined by prevailing market prices at the time
of sale or by private transaction negotiated by the
selling shareholders. The offering price would
thus be determined by market factors and the
independent decisions of the selling shareholders.
Use of proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
our common shares.
OTC/BB symbol Not applicable. We are not trading on any
exchange. We intend have a broker dealer file an
application on behalf of the Company for listing
on the OTC-Bulletin Board following the
effectiveness of this Registration Statement.
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Selected Financial Information
------------------------------
The selected financial information presented below is derived from and should
be read in conjunction with our financial statements, including notes
thereto, appearing elsewhere in this prospectus. See "Financial Statements."
Summary Operating Information
For the three
Month period For the fiscal
ending year ended
Mar. 31, 2008 December 31, 2007
(unaudited) (audited)
------------- ---------------
Revenue $ 0 $ 0
Expenses:
Organizational Costs - 985
Expenses of Spin Off - 5,610
General & Administrative 12,229 -
------------ ------------
Total expenses 12,229 6,595
------------ ------------
Weighted Average number of common
shares outstanding and fully diluted 19,560,000 19,560,000
============= ============
Net Income (Loss) per share -
basic and fully diluted $ (0.00) $ (0.00)
============= ============
Balance sheet data:
Mar 31, 2008 Dec 31, 2007
------------- -------------
Working Capital $ 32,771 $ 45,000
Total Assets $ 32,771 $ 45,000
Stockholders' Equity $ 27,161 $ 39,390
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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks described below and all of the other information
set forth in this prospectus before deciding to invest in shares of our
common stock. If any of the events or developments described below actually
occurs, our business, financial condition or results of operations could be
negatively affected. In that case, the trading price of our common stock
could decline, and you could lose all or part of your investment in our
common stock.
Risk Factors Relating to Our Financial Condition
1. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
As of December 31, 2007, the Company had $45,000 in working cash and
equivalents. As of March 31, 2008, the Company had $32,771 in working cash and
equivalents. The Company plans to specialize in utilizing technology based
Internet media and marketing to generate leads for businesses. These plans
will require additional capital. The Company needs to raise at least four
hundred seventy-five dollars ($475,000) in order to fully develop its
business plan. The Company currently has enough funds to partially implement
its business plan. Failure to raise adequate capital and generate adequate
sales revenues to meet our obligations and develop and sustain our operations
could result in reducing or ceasing our operations.
Additionally, even if we do raise sufficient capital and generate revenues to
support our operating expenses, there can be no assurances that the revenue
will be sufficient to enable us to develop business to a level where it will
generate profits and cash flows from operations. These matters raise
substantial doubt about our ability to continue as a going concern. Our
independent auditors currently included an explanatory paragraph in their
report on our financial statements regarding concerns about our ability to
continue as a going concern.
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2. WE HAVE YET TO ATTAIN PROFITABLE OPERATIONS AND BECAUSE WE WILL NEED
ADDITIONAL FINANCING TO FUND OUR ACTIVITIES, OUR ACCOUNTANTS BELIEVE THERE IS
SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN.
The Company has prepared financial statements for the year-end December 31,
2007 and for the first three months ending March 31, 2008 reporting that the
Company is in its developmental stages. Its ability to continue to operate as
a going concern is fully dependent upon the Company obtaining sufficient
financing to continue its development and operational activities. The ability
to achieve profitable operations is in direct correlation to the Company's
ability to raise sufficient financing. Accordingly, management believes the
Company's continued existence, future expansion, and ultimate profitability is
fully dependent upon raising sufficient proceeds from this offering. It is
important to note that even if the appropriate financing is received, there
is no guarantee that the Company will ever be able to operate profitably or
derive any significant revenues from its operation. The Company could be
required to raise additional financing to fully implement its entire business
plan.
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next twelve (12) months. There is no
guarantee that the Company will ever operate profitably or even receive
positive cash flows from full operations.
Risk Factors Relating to Our Company
3. WE MAY NOT BE ABLE TO COMPETE WITH OTHER ONLINE LEAD GENERATION PROVIDERS,
ALMOST ALL OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The online internet lead generation industry is dominated by large, well-
financed firms. We do not have the resources to compete with larger
providers of this service. With the minimal resources we have available, we
may experience great difficulties in building a customer base. Competition
by existing and future competitors could result in our inability to secure
any new customers. This competition from other entities with greater
resources and reputations may result in our failure to maintain or expand our
business as we may never be able to successfully execute our business plan.
Further, Monster Offers cannot be assured that it will be able to compete
successfully against present or future competitors or that the competitive
pressure it may face will not force it to cease operations.
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4. WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES SINCE
OUR INCEPTION ON FEBRUARY 23, 2007 AND LACK AN OPERATING HISTORY, AN
INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A
COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.
Our company was incorporated on February 23, 2007; we have realized no
revenues since our inception. We have no operating history upon which an
evaluation of our future prospects can be made. Based upon current plans, we
expect to incur operating losses in future periods as we incur significant
expenses associated with the initial startup of our business. Further, there
are no assurances that we will be successful in realizing sufficient revenues
or in achieving or sustaining positive cash flow at any time in the future.
Any such failure could result in the possible closure of our business or
force us to seek additional capital through loans or additional sales of our
equity securities to continue business operations, which would dilute the
value of any shares you purchase in this offering.
5. NEW TECHNOLOGIES COULD BLOCK OR FILTER OUR ADS, WHICH COULD REDUCE THE
EFFECTIVENESS OF OUR SERVICES AND LEAD TO A LOSS OF CUSTOMERS.
Technologies may be developed that can block the display of our ads. We
expect to derive a portion our revenues from fees paid to us by advertisers
in connection with the display of ads on web pages. Any ad-blocking
technology effective against our ad placements could severely restrict the
number of advertisements that we are able to place before consumers resulting
in a reduction in the attractiveness of our services to advertisers. If
advertisers determine that our services are not providing substantial value,
we may suffer a loss of clients. As a result, ad-blocking technology could,
in the future, substantially decrease the number of ads we place resulting in
a decrease in our revenues.
6. WE HAVE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE TO CONTINUE OFFERING
OUR ADVERTISING CLIENTS COMPETITIVE SERVICES OR WE MAY LOSE CLIENTS AND BE
UNABLE TO COMPETE.
Our future success will depend on our ability to continue delivering our
advertising clients competitive results-based Internet marketing services.
In order to do so, we will need to adapt to rapidly changing technologies, to
adapt our services to evolving industry standards and to improve the
performance of our services. Our failure to adapt to such changes would
likely lead to a loss of clients or a substantial reduction in the fees we
would be able to charge versus competitors who have more rapidly adopted
improved technology. Any loss of clients or reduction of fees would
adversely impact our revenue. In addition, the widespread adoption of new
Internet technologies or other technological changes could require
substantial expenditures by us to modify or adapt our services or
infrastructure. If we are unable to pass all or part of these costs on to
our clients, our margins and, therefore, profitability will be reduced.
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7. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Footnote 3 to Financial Statements included in this
registration statement, our auditors have given us a Going Concern comment.
This raises substantial doubt that we will be able to continue operations as
a going concern, and our independent auditors included an explanatory
paragraph regarding this uncertainty in their report on our financial
statements for the period February 23, 2007 (inception) to December 31, 2007
and through the first quarter ending March 31, 2008. Our ability to continue
as a going concern is dependent upon our generating cash flow sufficient to
fund operations and reducing operating expenses. Our business plans may not
be successful in addressing these issues. If we cannot continue as a going
concern, our stockholders may lose their entire investment in us.
8. WE FACE INTENSE AND GROWING COMPETITION, WHICH COULD RESULT IN PRICE
REDUCTIONS, REDUCED OPERATING MARGINS AND LOSS OF MARKET SHARE.
The market for Internet advertising and related services is highly
competitive. If we fail to compete effectively against other Internet
advertising service companies, we could lose advertising clients and our
revenues would decline. We expect competition to continue to increase
because there are no significant barriers to entry. Our principal
competitors include other on-line companies that provide advertisers with
results-based advertising services, including advertising networks such as
Google, aQuantive, Advertising.com, QuinStreet and ValueClick. In addition,
we compete with large interactive media companies with strong brand
recognition, such as AOL, Microsoft and Yahoo!, that sell advertising
inventory directly to advertisers. We also compete with traditional
advertising media, such as direct mail, television, radio, cable and print,
for a share of advertisers' total advertising budgets.
Many current and potential competitors have advantages over us, such as
longer operating histories, greater name recognition, larger client bases,
greater access to advertising space on high-traffic web sites, and
significantly greater financial, technical, marketing and human resources.
These companies can use their experience and resources against us in a
variety of competitive ways, including by making acquisitions, investing more
aggressively in research and development and competing more aggressively for
advertisers and publishers through increased marketing or other promotions.
In addition, existing or future competitors may develop or offer services
that provide significant performance, price, creative or other advantages
over those offered by us.
If we fail to compete successfully, we could have difficulties attracting and
retaining advertising clients, which may decrease revenues and adversely
affect our operating results. Increased competition may also result in price
reductions that cannot be offset by cost reductions resulting in substantial
decreases in operating income.
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9. WE MAY NOT BE ABLE TO FIND SUITABLE EMPLOYEES.
The Company currently relies heavily upon the services and expertise of our
sole officer and director. In order to implement the aggressive business
plan of the Company, management recognizes that additional clerical staff
will be required. Our sole officer is the only employed personnel at the
outset of operations. Our sole officer can manage the office functions and
bookkeeping services until the Company can generate enough revenues to hire
additional staff.
No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.
10. WE MAY NOT EVER PAY CASH DIVIDENDS.
The Company has not paid any cash dividends on the Common Shares to date, and
there can be no guarantee that the Company will be able to pay cash dividends
on the Common Shares in the foreseeable future. Initial earnings that the
Company may realize, if any, will be retained to finance the growth of the
Company. Any future dividends, of which there can be no guarantee, will be
directly dependent upon earnings of the Company, its financial requirements
and other factors that are not determined. (See "CAPITALIZATION")
11. WE ARE SUBJECT TO GOVERNMENT REGULATION.
Our business is subject to existing laws and regulations that have been
applied to Internet communications, commerce and advertising. New laws and
regulations may restrict specific Internet activities, and existing laws and
regulations may be applied to Internet activities, either of which could
increase our costs of doing business over the Internet and adversely affect
the demand for our advertising services. In the United States, federal and
state laws already apply or may be applied in the future to areas, including
children's privacy, copyrights, taxation, user privacy, search engines,
Internet tracking technologies, direct marketing, data security, pricing,
sweepstakes, promotions, intellectual property ownership and infringement,
trade secrets, export of encryption technology, acceptable content and
quality of goods and services.
In addition to government regulation, privacy advocacy groups and the
technology and direct marketing industries may consider various new,
additional or different self-regulatory standards applicable to the Internet.
Governments, trade associations and industry self-regulatory groups may enact
more burdensome laws, regulations and guidelines, including consumer privacy
laws, affecting our clients, publishers and us, which could harm our business
by increasing compliance costs or limiting the scope of our business.
10
12. WE MAY BE LIABLE FOR CONTENT IN THE ADVERTISEMENTS WE DELIVER FOR OUR
CLIENTS RESULTING IN UNANTICIPATED LEGAL COSTS.
We may be liable to third parties for content in the advertising we deliver
if the artwork, text or other content involved violates copyrights,
trademarks or other third-party intellectual property rights or if the
content is defamatory. Although substantially all of our contracts include
both warranties from our advertisers that they have the right to use and
license any copyrights, trademarks or other intellectual property included in
an advertisement and indemnities from our advertisers in the event of a
breach of such warranties, a third party may still file a claim against us.
Any claims by third parties against us could be time-consuming, could result
in costly litigation and adverse judgments. Such expenses would increase our
costs of doing business and reduce our net income per share. In addition, we
may find it necessary to limit our exposure to such risks by accepting fewer
or more restricted advertisements leading to loss of revenue.
13. BECAUSE OUR AFFILIATE PROGRAMS GENERALLY CAN BE CANCELLED BY THE CLIENT
WITH LITTLE OR NO NOTICE OR PENALTY, THE TERMINATION OF ONE OR MORE PROGRAM
COULD RESULT IN AN IMMEDIATE DECLINE IN OUR REVENUES.
We expect derive the majority of our revenues from marketing services under
short-term insertion order contracts with advertising clients and web site
publishers, which may be cancelled upon thirty (30) days or less notice. In
addition, the client contracts generally do not contain penalty provisions
for cancellation before the end of the contract term. The short contract
terms in general reflect the limited timelines, budgets and customer
acquisition goals of specific advertising campaigns and are consistent with
industry practice. The non-renewal, re-negotiation, cancellation or deferral
of large contracts or a number of contracts that in the aggregate account for
a significant amount of revenues, could cause an immediate and significant
decline in our revenues and harm our business.
14. OUR PRINCIPAL STOCKHOLDERS, AND SOLE OFFICER AND DIRECTOR OWN A
CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY
VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR
GENERAL SHAREHOLDERS.
Our principal stockholders beneficially owns approximately, or has the right
to vote approximately 57% of our outstanding common stock. As a result, this
stockholder, acting alone, will have the ability to control substantially all
matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
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15. SECURITY AND PRIVACY BREACHES COULD SUBJECT US TO LITIGATION AND
LIABILITY AND DETER CONSUMERS FROM USING OUR NETWORK.
While we plan to employ security measures typical of our industry, including
encryption technology, we could be subject to litigation and liability if
third parties penetrate our network security or otherwise misappropriate our
users' personal or credit card information. This liability could include
claims for unauthorized purchases with credit card information, impersonation
or other similar fraud claims. It could also include claims for other
misuses of personal information, such as for unauthorized marketing purposes.
In addition, the Federal Trade Commission and other federal and state
agencies have investigated various Internet companies in connection with
their use of personal information. We could be subject to investigations and
enforcement actions by these or other agencies. In addition, we license on a
very limited basis customer names and street addresses to third parties.
Although we provide an opportunity for our customers to remove their names
from our user list, we nevertheless may receive complaints from customers for
these license arrangements.
The need to transmit confidential information securely has been a significant
barrier to electronic commerce and communications over the Internet. Any
compromise of security could deter people from using the Internet in general
or, specifically, from using the Internet to conduct transactions that
involve transmitting confidential information, such as purchases of goods or
services. Many marketers seek to offer their products and services on our
distribution network because they want to encourage people to use the
Internet to purchase their goods or services. Internet security concerns
could frustrate these efforts. Also, our relationships with consumers may be
adversely affected if the security measures we use to protect their personal
information prove to be ineffective. We cannot predict whether events or
developments will result in a compromise or breach of the technology we use
to protect customers' personal information. We have no insurance coverage
for these types of claims. In addition to direct losses from claims, if
consumers are leery of using our system, we may not be able to attract
advertisers to our network leading to a decline in revenues.
Furthermore, our computer servers or those of our third-party service
providers, if any, may be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions. We may need to expend
significant additional capital and other resources to protect against a
security breach or to alleviate problems caused by any such breaches. We may
be unable to prevent or remedy all security breaches. If any of these
breaches occur, we could lose marketing clients, distribution publishers and
visitors to our distribution network resulting in a decline in revenues and,
ultimately, profitability.
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16. IF THE ACCEPTANCE OF ONLINE ADVERTISING AND ONLINE DIRECT MARKETING DOES
NOT INCREASE, OUR BUSINESS WILL SUFFER.
The demand for online marketing may not develop to a level sufficient to
support our continued operations or may develop more slowly than we expect.
We expect to derive our revenues from contracts with advertiser clients under
which we provide online marketing services through our offer distribution
network. The Internet has not existed long enough as a marketing medium to
demonstrate its effectiveness relative to traditional marketing methods.
Advertisers that have historically relied on traditional marketing methods
may be reluctant or slow to adopt online marketing. Many advertisers have
limited or no experience using the Internet as a marketing medium. In
addition, advertisers that have invested substantial resources in traditional
methods of marketing may be reluctant to reallocate these resources to online
marketing. Those companies that have invested a significant portion of their
marketing budgets in online marketing may decide after a time to return to
more traditional methods if they find that online marketing is a less
effective method of promoting their products and services than traditional
marketing methods. Moreover, the Internet-based companies that have adopted
online marketing methods may themselves develop more slowly than anticipated
or not at all. This, in turn, may result in slower growth in demand for the
online direct marketing services of the type we provide.
We do not know if accepted industry standards for measuring the effectiveness
of online marketing, particularly of the cost per action model most commonly
used by us, will develop. An absence of accepted standards for measuring
effectiveness could discourage companies from committing significant
resources to online marketing. Moreover, advertisers may determine that the
cost per action pricing model is less effective in achieving, or entirely
fails to achieve, their marketing objectives. If the market for Internet
advertising fails to continue to develop, develops more slowly than we
expect, or rejects our primary cost per action pricing model, our ability to
place offers and generate revenues could be harmed.
Other Risks Factors
17. THESE SECURITIES ARE OFFERED AT AN ARBITRARY OFFERING PRICE.
The offering price of the Common Shares offered hereunder has been
arbitrarily determined by the Company and bears no relationship to any
objective criterion of value. The price does not bear any relationship to
the assets, book value, historical earnings or net worth of the Company. In
determining the offering price, the Company considered such factors as the
prospects, if any, for similar internet lead generation suppliers, the
previous experience of management, the Company's anticipated results of
operations, the present financial resources of the Company and the likelihood
of acceptance of this Offering. (See "PLAN OF DISTRIBUTION")
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18. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock and no preferred shares. The future issuance of common stock
may result in substantial dilution in the percentage of our common stock held
by our then existing shareholders. We may value any common stock issued in
the future on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.
19. IF THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR
IN BLOCKS, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.
The selling shareholders are offering 7,710,000 shares of our common stock
through this prospectus. Our common stock is presently not traded on any
market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is trading
will cause that market price to decline. Moreover, the offer or sale of a
large number of shares at any price may cause the market price to fall.
20. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require:
(a) that a broker or dealer approve a person's account for transactions
in penny stocks; and
(b) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
14
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
21. THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if
developed, may not be sustained. We intend to apply for admission to
quotation of our securities on the NASD OTC Bulletin Board after this
prospectus is declared effective by the SEC and we close the offering of
7,710,000 shares. If for any reason our common stock is not quoted on the
OTC Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock
should they desire to do so. As of the date of this filing, there have been
no discussions or understandings between Monster Offers or anyone acting on
our behalf with any market maker regarding participation in a future trading
market for our securities. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on
a public trading market, your common stock will not have a quantifiable value
and it may be difficult, if not impossible, to ever resell your shares,
resulting in an inability to realize any value from your investment.
15
22. STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE
STATES IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY
THIS PROSPECTUS.
Secondary trading in common stock sold in this offering will not be possible
in any state until the common stock is qualified for sale under the
applicable securities laws of the state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in the state. We do plan to register our
post-effective amendment by coordination with the Securities Division of the
State of Nevada, pursuant to NRS Section 90.480. If we fail to register or
qualify, or to obtain or verify an exemption for the secondary trading of,
the common stock in any particular state, the common stock could not be
offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our
common stock, the liquidity for the common stock could be significantly
impacted thus causing you to realize a loss on your investment.
23. LIABILITY OF DIRECTORS FOR BREACH OF DUTY OF CARE IS LIMITED.
According to Nevada law [NRS 78.138(7)], all Nevada corporations limit the
liability of directors and officers, including acts not in good faith. Our
stockholders' ability to recover damages for fiduciary breaches may be
reduced by this statute. In addition, we are obligated to indemnify our
directors and officers regarding stockholder suits which they successfully
defend (NRS 78.7502).
24. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
25. MONSTER OFFERS WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SELLING OF
SHARES OFFERED IN THIS PROSPECTUS.
We will not receive any proceeds from the sale of the common stock by the
selling shareholders offered in this prospectus.
16
26. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE WITH
THE SEC, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We may plan to locate a market maker following the effectiveness of our
Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are
unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
27. WE WILL BE EXPOSED TO RISKS RELATING TO THE EVALUATIONS OF INTERNAL
CONTROL OVER FINANCIAL REPORTING REQUIRED BY SECTION 404 OF THE SARBANES-
OXLEY ACT OF 2002 AND OUR FAILURE TO MAINTAIN EFFECTIVE INTERNAL CONTROL OVER
FINANCIAL REPORTING COULD RESULT IN A NEGATIVE IMPACT ON OUR BUSINESS.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and
report on our system of internal controls and requires that we have such
system of internal controls audited beginning with our Annual Report on Form
10-K for the year ending December 31, 2008. If we fail to maintain the
adequacy of our internal controls, we could be subject to regulatory
scrutiny, civil or criminal penalties and/or stockholder litigation. Any
inability to provide reliable financial reports could harm our business.
Ultimately, our management will be responsible for assessing the
effectiveness of our internal control over financial reporting, and our
independent registered public accounting firm will be requested to attest to
that assessment. This issue becomes more problematic, since we only have one
officer and director at this time. We are required to completely document
and test our internal control systems and procedures for financial reporting
as part of this process. Furthermore, any failure to implement required new
or improved controls, or difficulties encountered in the implementation of
adequate controls over our financial processes and reporting in the future,
could harm our operating results or cause us to fail to meet our reporting
obligations. Inferior internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative
impact in seeking future funding our business.
17
28. THERE IS A POSSIBILITY OF CONTINGENT LIABILITY AND A SEC VIOLATION
The board of directors of Tropical PC determined to separate its technology
based Internet media and marketing businesses by means of a spin off of its
Monster Offers subsidiary to the Tropical PC shareholders. To accomplish the
spin off, Tropical PC declared a stock dividend effective at the end of
business on December 31, 2007 and this stock would not be distributed until the
effectiveness of spin-off subsidiary's Registration Statement, consisting of
7,710,000 shares of common stock, to Tropical PC stockholders on a pro rata
basis. We filed a registration statement on Form SB-2 on Form S/1 with the
intent of complying with safe harbor provisions of Staff Legal Bulletin No. 4.
Although we intended to follow steps necessary for reliance on the safe harbor,
we failed to follow the appropriate steps. This activity represented a
technical violation of federal securities laws. There is a possibility that
the recipients could theoretically attempt to rescind their receipt of
securities and the U. S. Securities and Exchange Commission could find that
Monster Offers made a distribution of securities in violation of Section 5.
The management of the Company has filed a revised SB-2 on Form S/1-A to comply
with the intent of Staff Legal Bulletin No. 4, if not the technical
requirements, and will not commence seeking a market for our common stock until
the Registration Statement has cleared all comments from the U. S. Securities
and Exchange Commission.
CAPITALIZATION
The following table sets forth, as of March 31, 2008 and December 31, 2007,
the capitalization of the Company on an actual basis. This table should be
read in conjunction with the more detailed financial statements and notes
thereto included elsewhere herein.
Mar. 31, 2008 Dec. 31, 2007
(unaudited) (audited)
Current liabilities:
Accounts Payable 5,610 5,610
------------- -------------
Total current liabilities 5,610 5,610
Stockholders' equity:
Common stock, $0.001 par value, 75,000,000
shares authorized, 19,560,000, 19,560,000
issued and outstanding as of 3/31/08 and
12/31/07, respectively 19,560 19,560
Additional paid-in capital 26,425 26,425
(Deficit) accumulated during development
stage (18,824) (6,595)
------------- -------------
Total stockholders' equity 27,161 39,390
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,771 $ 45,000
============= =============
18
FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements, including statements
concerning possible or assumed results of exploration and/or operations of
Monster Offers, and those proceeded by, followed by or that include the words
"may," "should," "could," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of such
terms and other comparable terminology. Investors should understand that the
factors described below, in addition to those discussed elsewhere in this
document could affect Monster Offers 's future results and could cause those
results to differ materially from those expressed in such forward looking
statements.
OFFERING INFORMATION
This prospectus relates to the following:
The resale by certain selling security holders of the Company of up to
7,710,000 share of common stock in connection with the resale of shares of
common stock issued by us in three separate transactions were issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D promulgated thereunder as a
transaction not involving a public offering. (See "Liquidity and Capital
Resources" Section.)
The selling shareholders may sell their shares of our common stock at a fixed
price of $0.02 per share until shares of our common stock are quoted on the
OTC Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices. There can be no assurance that we will be able to obtain
an OTCBB listing. We will not receive any proceeds from the resale of common
shares by the selling security holders.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
19
DETERMINATION OF OFFERING PRICE
The $0.02 per share offering price of our common stock was determined
arbitrarily by us. There is no relationship whatsoever between this price
and our assets, earnings, book value or any other objective criteria of
value. We intend to apply to the Over-the-Counter Bulletin Board electronic
quotation service for the trading of our common stock upon our becoming a
reporting entity under the Securities Exchange Act of 1934 (the "Exchange
Act"). If our common stock becomes so traded and a market for the stock
develops, the actual price of stock will be determined by prevailing market
prices at the time of sale or by private transactions negotiated by the
selling shareholders named in this prospectus. The offering price would thus
be determined by market factors and the independent decisions of the selling
shareholders named in this prospectus.
DILUTION
The common stock to be sold by the selling shareholders is common stock that
is currently issued and outstanding. Accordingly, there will be no dilution
to our existing shareholders.
DESCRIPTION OF BUSINESS
History of Company
- ------------------
The Company was organized February 23, 2007 (Date of Inception) under the
laws of the State of Nevada, as Tropical PC Acquisition Corporation. The
Company was incorporated as a wholly owned subsidiary of Tropical PC, Inc., a
Nevada corporation. Tropical PC was incorporated September 22, 2004, and is
not listed on any exchange. On December 11, 2007, the Company amended its
Articles of Incorporation changing its name from Tropical PC Acquisition
Corporation to Monster Offers.
The directors of Tropical PC, Inc. approved a spin off of its Monster Offers
subsidiary in the form of a stock dividend as of December 31, 2007 (the
"Record Date"). The record shareholders of Tropical PC received one (1)
unregistered common share, par value $0.001, of Monster Offers Corporation
common stock for every share of Tropical PC common stock owned. The Tropical
PC Corporation stock dividend was based on 810,000 shares of Tropical PC
common stock that were issued and outstanding as of the record date.
20
Tropical PC spun off its wholly owned Monster Offers subsidiary in exchange
for $5,000. The spin-off transaction was accomplished by the exchange of
$5,000 for a subsidiary which included the same shareholder base as Tropical
PC. It did not include the transfer of any hard assets or liabilities. This
spin off was valued at par value since the company holds no assets, is
uncertain as to future benefit, the stock is not trading, and the company has
not even received a stock symbol.
Tropical PC retained no ownership in Monster Offers following the spin off.
Monster Offers is no longer a subsidiary of Tropical PC, Inc. As part of the
purchase of Monster Offers, the Company purchased 600,000 spin-off shares
from Tropical PC's original founder at par value. These 600,000 shares were
returned to the Monster Offers treasury to be used as future officer
compensation, contingent on making Monster Offers profitable over the next
two years.
Our Company
Monster Offers or ("the Company"), is a Nevada Corporation is a technology
based Internet media and marketing firm that specializes in generating online
internet leads. We provide internet marketing services for our clients,
which include advertisers, direct marketers, lead brokers, and agencies,
seeking to increase sales and customer contact through online marketing
channels.
Our services include the development of advertising campaigns used to market
products and/or services online. We also design and host customized web
pages.
Our website development is managed by our proprietary Lead Code software
platform. This technology platform allows us to acquire marketing online
leads for our clients in real-time. This platform generates comprehensive
detailed reporting on website activity which allows us to analyze the
effectiveness of different marketing campaigns, advertisements and specific
promotions. This software tool helps us determine which campaigns are
performing at an acceptable level for our clients and which campaigns are
achieving an acceptable profit margin for Monster Offers.
Marketing Strategy
- ------------------
Monster Offers owns and operates a variety of Internet websites. We generate
traffic to our websites both internally and from third party Internet
advertising. Our Web properties and marketing activities are designed to
generate real-time response based marketing results for our clients.
While visiting one of our online websites, consumers are given the
opportunity to sign up, purchase and/or ask to be contacted about various
product and service offerings. These Web websites generate a variety of
transactional results ranging from: (a) Web traffic; (b) inbound
telemarketing calls; (c) outbound telemarketing leads; (d) marketable
profiled data lists of consumers; (e) targeted response leads; and (f)
completed applications for products and services.
21
We utilize a number of online marketing channels to build our databases.
These include but is not limited to:
Email Marketing
- ---------------
Our websites are promoted through opt-in email marketing. In other words, we
ask people who search the internet to sign-up to receive marketing messages.
We currently market to multiple consumer and business databases. All data
utilized for email marketing is either owned by us or is managed by us.
Search Engine Marketing
- -----------------------
We utilize search engine marketing to direct consumers to our websites.
Funds generated from the program will be placed in an open account with each
provider and are spent on a Cost-Per-Click auction basis. Google, Yahoo, and
Terra Lycos are the primary 3 search engine providers used.
Affiliate Marketing
- -------------------
We have just completed an affiliate destination where online publishers can
promote Monster Offers exclusive offers and promotions. The new system
allows publishers to choose, and manage a particular campaign. Publishers
are also provided with real-time commission tracking.
Sales Strategy
- --------------
We plan to sell our products and services to a network of participating lead
buyers and advertisers in various categories. Some of these categories
include the wireless industry, insurance industry, travel industry, auto
industry and mortgage industry.
We also plan deliver internet marketing leads to business buyers in a lead
auction format. This format allows clients to bid on qualified leads as they
are created. Monster Offers plans to deliver to the winning bidder leads
generated in real time. Management believes this is the best way to derive
the highest revenue per lead in the marketplace.
Software Development
- --------------------
Our sole officer is responsible for all Monster Offers' software development,
management, and upgrades. He creates all new client accounts and implements
lead delivery options based on customer needs. He is currently upgrading the
Lead Code platform to facilitate additional feature sets and scalability.
22
Competition
- -----------
The internet on-line marketing information industry is highly competitive.
Management believes that the ability to provide proprietary consumer and
business databases that provides real time data is a competitive advantage.
A number of competitors are active in specific aspects of our business. In
the area of business sales lead products, Monster Offer faces competition
primarily from Dun & Bradstreet, Acxiom, Experian, infoUSA , Equifax and
Harte-Hanks Data Technologies. These major competitors offer online leads
directly to the end customer and sell their online leads through reseller
networks.
Government Regulation
- ---------------------
We are subject to federal, state and local laws and regulations affecting our
business. Although the Company plans on obtaining all required federal and
state permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.
Personnel
- ---------
We have no employees other than Mr. Kaup, our sole officer/director. He
plans to devote 20-30 hours per week of his time to our business. All
functions including development, strategy, negotiations and clerical work is
being provided by our sole officer/director.
Facilities and Expenses
- -----------------------
Our corporate offices are located at: 8937 Quintessa Cove Street, Las Vegas,
NV 89148, and our telephone number at this address is (702) 575-4816, in
space provided to us at no cost by our director.
Bankruptcy and Similar Proceedings
- ----------------------------------
There has been no bankruptcy, receivership or similar proceeding.
Reorganizations, Purchase or Sale of Assets
- -------------------------------------------
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course
of business.
23
Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor
- --------------------------------------------------------------------------
We regard our copyrights, service marks, trademarks, pending patents, trade
secrets, proprietary technology and similar intellectual property as critical
to our success, and we rely on trademark, patent and copyright law, trade
secret protection and confidentiality and license agreements with our
employees, customers, independent contractors, publishers and others to
protect our intellectual property rights. Our intellectual property rights
have broad application across all of our business activities.
We have registered a number of domain names. Internet regulatory bodies
regulate domain names. The regulation of domain names in the United States
and in foreign countries is subject to change in the future. Regulatory
bodies could establish additional top-level domains, appoint additional
domain name registrars or modify the requirements for holding domain names.
The relationship between regulations governing domain names and laws
protecting trademarks and similar intellectual property rights is unclear.
Therefore, we could be unable to prevent third parties from acquiring domain
names that infringe on or otherwise decrease the value of our trademarks and
other proprietary rights.
We may be required to obtain licenses from others to refine, develop, market
and deliver new services. We may be unable to obtain any such license on
commercially reasonable terms, if at all, or guarantee that rights granted by
any licenses will be valid and enforceable.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of Monster Offers and the services we expect to offer
and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements. Future filings with the
Securities and Exchange Commission, future press releases and future oral or
written statements made by us or with our approval, which are not statements
of historical fact, may contain forward-looking statements, because such
statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements.
All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made.
Management is currently exploring various business strategies to enhance its
core business. The analysis of new business opportunities and strategies will
be undertaken by or under the supervision of the Company's Officer.
In analyzing prospective businesses opportunities, management will consider,
to the extent applicable, the available technical, financial and managerial
resources of any given business venture. Management will also consider the
nature of present and expected competition; potential advances in research
and development; the potential for growth and expansion; the likelihood of
sustaining a profit within given time frames; the perceived public
recognition or acceptance of products, services, trade or service marks; name
identification; and other relevant factors.
Our expansion in, and dependence on, our online direct marketing efforts,
coupled with the potential for state and/or federal legislation limiting our
ability to contact consumers online will also be considered when evaluating
the potential for our future operations, cash flows, and financial position.
Revenues
- --------
We generated no revenues for the period from February 23, 2007 (inception)
through March 31, 2008. We currently have minimal operations.
As of March 31, 2008, we had cash or cash equivalents of $32,771. The bulk of
our expenses include organizational fees and the purchase of a subsidiary from
our former parent, Tropical PC, Inc, and general and administrative expenses
to pay for accounting and legal fees. We are filing this Registration
Statement to become a fully reporting Company so that we can apply through a
broker dealer for OTC-Bulletin Board listing. Management believes that
listing on the OTC-Bulletin will better position the Company to find the
financing it needs to move its business plan forward. We expect to be
operational within twelve months of obtaining the financing we need. We do
not anticipate generating any profit for at least 12-18 months.
25
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of March 31, 2008 reflects cash assets of $32,771 and
$5,610 in current liabilities. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital necessary to
operate to date.
On December 11, we issued 11,250,000 par value $0.001 common shares of stock
to the Company's founder for $11,250 cash. All securities were issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering.
Monster Offers was a wholly-owned subsidiary of Tropical PC. The shares of
Monster Offers were issued to each of Tropical PC's shareholders as a spin-
off dividend of Tropical PC, Inc. on a proportional basis. The record
shareholders of Tropical PC received one (1) unregistered common share, par
value $0.001, of Monster Offers Corporation common stock for every share of
Tropical PC common stock owned. The Tropical PC Corporation stock dividend
was based on 810,000 shares of Tropical PC common stock that were issued and
outstanding as of the record date. The Company purchased 600,000 spin-off
shares from Tropical PC's original founder at par value. These 600,000
shares were returned to the Monster Offers treasury to be used as future
officer compensation, contingent on making Monster Offers profitable over the
next two years.
In December, 2007, we conducted a private placement without any general
solicitation or advertisement. The Company issued 7,500,000 shares of its
$0.001 par value common stock to non-affiliated investors for cash of $33,750
pursuant to a Regulation D, Rule 506 of the Securities Exchange Act of 1934
offering to thirty shareholders. All securities were issued in reliance upon
an exemption from registration under Section 4(2) of the Securities Act as a
transaction not involving a public offering.
There have been no other issuance of shares since our inception on February
23, 2007. As of March 31, 2008, we have a total of approximately forty-nine
(49) shareholders.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $475,000 to forward our business plan,
and we would have to issue debt or equity or enter into a strategic
arrangement with a third party. We intend to try and raise capital through a
private offering after this registration statement is declared effective and
our shares are quoted on the Over the Counter Bulletin Board. There can be
no assurance that additional capital will be available to us. We currently
have no agreements, arrangements or understandings with any person to obtain
funds through bank loans, lines of credit or any other sources.
26
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated. No agreement exists that
our sole officer/director will continue to donate funds to the operations of
the Company for the next twelve months; therefore, there is no guarantee that
he will continue to do so in the future.
Potential Liability for a Violation of the Securities Act of 1933
- -----------------------------------------------------------------
The board of directors of Tropical PC determined to separate its technology
based Internet media and marketing businesses by means of a spin off of its
Monster Offers subsidiary to the Tropical PC shareholders. To accomplish the
spin off, Tropical PC declared a stock dividend effective at the end of
business on December 31, 2007 and this stock would not be distributed to the
shareholders until the effectiveness of spin-off subsidiary's Registration
Statement, consisting of 7,710,000 shares of common stock, to Tropical PC
stockholders on a pro rata basis. We filed a registration statement on Form
SB-2 on Form S/1 with the intent of complying with safe harbor provisions of
Staff Legal Bulletin No. 4. Although we intended to follow steps necessary for
reliance on the safe harbor, we failed to follow the appropriate steps. This
activity represented a technical violation of federal securities laws. There
is a possibility that the recipients could theoretically attempt to rescind
their receipt of securities and the U. S. Securities and Exchange Commission
could find that Monster Offers made a distribution of securities in violation
of Section 5. The management of the Company has filed a revised SB-2 on Form
S/1-A to comply with the intent of Staff Legal Bulletin No. 4, if not the
technical requirements, and will not commence seeking a market for our common
stock until the Registration Statement has cleared all comments from the U. S.
Securities and Exchange Commission. The shareholders who are scheduled to
receive shares from this spin-off did not pay any consideration for their
shares. Consequently, we may be liable to each of our shareholders who are
scheduled received shares of Monster Offers in connection with this spin-off.
We may be required to rescind the transaction in which the shares of Monster
Offers were scheduled to be distributed to our shareholders, and may also be
required to compensate these shareholders. A successful claimant for damages
under federal or state law could be awarded an amount to compensate for the
decrease in value of his or her shares caused by the alleged violation
(including, possibly, punitive damages), together with interest. The Company
believes the shareholder claims for rescission or damages are remote. We have
noted this estimated liability in the notes to our financial statements.
However, the Company cannot definitively predict whether shareholders will
bring such claims, how many might bring them or the extent to which they might
be successful.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
27
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company's property is not the
subject of any pending legal proceedings.
28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth certain information with respect to executive
officers, directors, key employees and advisors of the Company as of the date
of this Memorandum:
Name Age Position
- ------------------------------------------------------------------
Nate Kaup 30 Director/President/CFO/Secretary
All directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been elected and qualified.
Directors currently receive no fees for services provided in that capacity.
The officers of the Company are elected annually and serve at the discretion
of the Board of Directors.
Set forth below is a brief description of the background and business
experience of our sole officer/director.
Nate Kaup - Director/President/CFO/Secretary
- --------------------------------------------
Kaup and Crowder Enterprises
Las Vegas, NV
2006 - 2007
President
Western Residential Mortgage
2005 - 2006
Sales/Marketing
Las Vegas Review Journal Newspaper
Las Vegas, NV
2003 - 2005
Advertising Executive
JW Marriott Hotel
Las Vegas, NV
2002 - 2003
Front Desk Manager
Professional Baseball Player
Tampa Bay Devil Rays
2000 - 2002
2002 forced retirement due to injury
29
Education:
Attended Oklahoma State University
1996 to 1998
International Business/Marketing
UNLV - 1999 to 2002 (GRADUATED)
Las Vegas, NV
Major - Criminal Justice
Minor - Sociology
Mr. Kaup does not devote all of his time to our operations. He is involved
in other activities. Mr. Kaup currently devotes approximately 20-30 hours
per week to company matters. We have not formulated a plan to resolve any
possible conflict of interest with his other business activities. Mr. Kaup
intends to limit his role in his other activities and devote more of his time
to the Company after we attain a sufficient level of revenues to support him
full time.
Involvement in Certain Legal Proceedings
Our director, executive officer and control person have not been involved in
any of the following events during the past five years and which is material
to an evaluation of the ability or the integrity of our director or executive
officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
30
EXECUTIVE COMPENSATION
Summary Compensation Table
As a result of our the Company's current limited available cash, no officer
or director received compensation since the inception of the company.
SUMMARY COMPENSATION TABLES
----------------------------------------------------
Annual Compensation
----------------------------------------------------
Name and Year Stock Option
Principal Position End Salary ($) Bonus ($) Awards ($) Awards($)
- -----------------------------------------------------------------------------
Nate Kaup
Director/President/
CFO/Secretary 2007 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
Non-equity Nonqualified All
Incentive Deferred Other
Name and Principal Year Plan($) Compensation Compens-
Position End Compensation ($) Earnings($) ation ($) Total($)
- -----------------------------------------------------------------------------
Nate Kaup
Director/President/
CFO/Secretary 2007 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
The Company currently does not have employment agreements with its executive
officers. The executive officers/directors of the Company have agreed to
take no salary until the Company can generate enough revenues to support
salaries on a regular basis. The officer will not be compensated for
services previously provided. He will receive no accrued remuneration.
31
Compensation of Directors
- -------------------------
The following table shows for the fiscal year ended December 31, 2007 certain
information with respect to the compensation of all directors of Monster
Offers:
Director Compensation for Fiscal Year 2007
Fees Non-Equity
Earned Incentive Nonqualified
or Paid Stock Option Plan Deferred All Other
in Awards Awards Compensation Compensation Compsenation Total
Name Cash ($) ($) ($) ($) ($) ($) ($)
Nate Kaup 0 0 0 0 0 0 0
No fees or equity awards were paid for Director service during fiscal
year 2007.
We do not pay to our directors or officers any salary or consulting fee. We
do not pay to our directors any compensation for serving as a director on our
board of directors.
Stock Option Grants
- -------------------
We did not grant any stock options to the executive officer or director
from inception through December 31, 2007 nor do we have any equity incentive
plans in place as of March 31, 2008.
Family Relationships
- --------------------
Not applicable.
Significant Employees
- ---------------------
We have no significant employees other than our Officer/Director. We conduct
our business through arms-length third parties and independent contractors.
32
Audit Committee Financial Expert
- --------------------------------
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
Auditors; Code of Ethics; Financial Expert
- ------------------------------------------
Our principal independent accountant is Moore & Associates, Chartered. We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officer. We do not have an audit committee or
nominating committee.
Advisory Board
- --------------
Monster Offers does not have an advisory board.
Advisor Compensation
- --------------------
Monster Offers does not have an advisory board.
Potential Conflicts of Interest
- -------------------------------
We are not aware of any current or potential conflicts of interest with any
of our officers/directors.
33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of March 31, 2008 the number of shares of Common
Stock beneficially owned by (i) each person or entity known to our Company to
be the beneficial owner of more than 5% of the outstanding common stock; (ii)
each officer and director of our Company; and (iii) all officers and directors
as a group. Information relating to beneficial ownership of common stock by
our principal shareholders and management is based upon information furnished
by each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security
of which that person has a right to acquire beneficial ownership within 60
days. Under the Securities and Exchange Commission rules, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below,
each person has sole voting and investment power.
We do not have any outstanding options or warrants exercisable for or
convertible into shares of our common stock.
AMOUNT OF
SHARES OF PERCENT
TITLE OF NAME OF BENEFICIAL HELD BY OF
CLASS OWNER AND POSITION OWNER CLASS(1)
Common Nate Kaup (2) -0- -0-
Director/President/
CFO/Secretary
Common Moses Luna, Esq. (3) 11,250,000 57.5%
Shareholder
- ----------------------------------------------------------------------------
Common All Executive Officers
Stock and Directors as a
Group (1 persons) -0- -0-
(1) Percent of Class based on 19,560,000 shares.
(2) Nate Kaup, 8937 Quintessa Cove Street, Las Vegas, NV 89148. Contingent
on performance to make the Company profitable in the next two years,
Nate Kaup will be rewarded with 600,000 common shares.
(3) Moses Luna, Esq., 405 N. Broadway, Santa Ana, CA 92701
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
34
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The company's Director has contributed office space for the Company's use for
all periods presented. There is no charge to Monster Offers for the space.
Management believes that its current facilities are adequate for its needs
through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms, although there can be no
assurance in this regard. Our officer will not seek reimbursement for past
office expenses. No written agreement exists that this officer/director will
continue to donate office space to the operations. Therefore, there is no
guarantee that he will not seek reimbursement for the donated office space in
the future.
Our officers and directors can be considered a promoter of Monster Offers in
consideration of his participation and managing of the business of the
company since its incorporation.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
35
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
7,710,000 shares of common stock offered through this prospectus. The
selling shareholders acquired the 7,710,000 shares of common stock offered
through two separate private offerings that were exempt from registration
under Regulation D of the Securities Act of 1933, as amended (the "Securities
Act"). None of the selling stockholders are broker-dealers or affiliates of
broker-dealers.
The following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered by each;
3. the total number of shares that will be owned by each upon completion
of the offering;
4. the percentage owned by each upon completion of the offering; and
5. the identity of the beneficial holder of any entity that owns the shares.
This table assumes that each shareholder will sell all of his/her shares
available for sale following the effectiveness of the registration statement
that includes this prospectus. Shareholders are not required to sell their
shares. The numbers in this table assume that none of the selling
shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that
all shares offered will be sold following the effectiveness of this
registration statement.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rule, beneficial ownership includes any shares as
to which the selling stockholders has sole or shared voting power or
investment power and also any shares, which the selling stockholders has the
right to acquire within 60 days.
36
Total Total
Number of Shares
Shares to to be Percent
Common Be Owned Owned
Shares Offered for Upon upon
Owned Prior Selling Completion completion
To this Shareholder of this of this
Name of Selling Stockholder Offering Account(1) Offering Offering(2)
- --------------------------- ----------- ----------- ---------- ----------
Akira International, Inc.(3) 6,000 6,000 Nil Nil
Arlan, Sheryl 2,000 2,000 Nil Nil
Arnone, Angela 504,000 504,000 Nil 2.6%
Arnone, Julia 504,000 504,000 Nil 2.6%
Artis, Michael 4,000 4,000 Nil Nil
Beitz, Jonathon 6,000 6,000 Nil Nil
Bolsa, S.A (4) 500,000 500,000 Nil 2.6%
Breeze, William 5,000 5,000 Nil Nil
Business Finance Corp.(5) 6,000 6,000 Nil Nil
Buger, Christopher 4,000 4,000 Nil Nil
Carlson, Ashly 4,000 4,000 Nil Nil
Cisinsky, Jay B. 500,000 500,000 Nil 2.6%
Collett, Misty 10,000 10,000 Nil Nil
Dangott, Lillian 2,000 2,000 Nil Nil
Del Vecchio, Paolo 500,000 500,000 Nil 2.6%
DeStefano, Edward 507,000 507,000 Nil 2.6%
DeStefano, Juliann 500,000 500,000 Nil 2.6%
DeStefano, Mark 7,000 7,000 Nil Nil
Esparza, Eva 510,000 510,000 Nil 2.6%
Gropp, Tommy 4,000 4,000 Nil Nil
Guidry, Chad 10,000 10,000 Nil Nil
Heckerson, Ed 500,000 500,000 Nil 2.6%
Huber, Jake 6,000 6,000 Nil Nil
Jesky, Joan 6,000 6,000 Nil Nil
Jesky, Rick 506,000 506,000 Nil 2.6%
Jesky, Richee 6,000 6,000 Nil Nil
Jesky, T. J. 505,000 505,000 Nil 2.6%
Martin, Patricia L. 500,000 500,000 Nil 2.6%
McIver, Jennifer 8,000 8,000 Nil Nil
Monarrez, Jesus 2,000 2,000 Nil Nil
Niemann, Marlena D. 500,000 500,000 Nil 2.6%
Patterson, Lilia 6,000 6,000 Nil Nil
Pike, Linda 4,000 4,000 Nil Nil
Seppanen, Irina 6,000 6,000 Nil Nil
Stewart, Jasmine 8,000 8,000 Nil Nil
Trevino, Debbie 6,000 6,000 Nil Nil
Trevino, Deborah 6,000 6,000 Nil Nil
Trevino, Dustin R. 6,000 6,000 Nil Nil
Trevino, James 4,000 4,000 Nil Nil
Trevino, Timothy Sky 6,000 6,000 Nil Nil
Turner, Andy 2,000 2,000 Nil Nil
Vasquez, Nancy 8,000 8,000 Nil Nil
Vasquez, Sandra 6,000 6,000 Nil Nil
Vasquez-Esparza, Esther J. 504,000 504,000 Nil 2.6%
Washington, Dana 2,000 2,000 Nil Nil
Westwood, Britten 2,000 2,000 Nil Nil
Whiting, Kirk 500,000 500,000 Nil 2.6%
Totals: 7,710,000 7,710,000
1) This table assumes that each shareholder will sell all of his/her shares
available for sale during the effectiveness of the registration statement
that includes this prospectus. Shareholders are not required to sell their
shares.
2) The percentage is based on 19,560,000 common shares outstanding as of
March 31, 2008.
3) Akira International, Inc., 1314 S. Grand, Ste. 2-176, Spokane, WA 99202,
Peter Yauscheur is beneficial owner who has the ultimate voting control over
the shares held this entity.
4) Bolsa, S.A., Calle 72 Este, San Francisco, Edificio Torre Anfra, Panama
City, Panama, David Gonzalez is beneficial owner who has the ultimate
voting control over the shares held this entity.
5) Business Finance Corporation, 135 Terminal #209, Reno, NV 89502, James
Trevino is beneficial owner who has the ultimate voting control over the
shares held this entity.
37
All of the selling shareholders:
1. have not had a material relationship with us other than as a shareholder
at any time within the past two years; or
2. has ever been one of our officers or director or
3. are not broker-dealers or affiliates of a broker-dealer
Expenses of Issuance and Distribution
We have agreed to pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the selling security holders. The expenses which we are
paying are set forth in the following table.
Nature of Expenses: Amount
Securities and Exchange Commission registration fee $ 6
Legal fees and miscellaneous expenses* $ 1,000
Audit Fees $ 1,500
Transfer Agent fees* $ 750
Printing* $ 544
-------
Total $ 3,800
=======
*Estimated Expenses
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
1. On such public markets as the common stock may from time to time be
trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
There is currently no market for any of our shares, and we cannot give any
assurance that our shares will have any market value. The sales price to the
public is fixed at $0.02 per share until such time as the shares of our
common stock may be traded on the Over-the-Counter Bulletin Board electronic
quotation service. Although we intend to apply for trading of our common
stock on the Over-the-Counter Bulletin Board electronic quotation service,
public trading of our common stock may never materialize. In addition, if a
market for our stock does materialize, we cannot give any assurances that a
public market for our securities may be sustained.
38
If our common stock becomes traded on the Over-the-Counter Bulletin Board
electronic quotation service, then the sales price to the public will vary
according to the selling decisions of each selling shareholder and the market
for our stock at the time of resale. In these circumstances, the sales price
to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the selling shareholders determine from time to time.
We can provide no assurance that all or any of the common stock offered will
be sold by the selling shareholders named in this prospectus.
We are bearing all costs relating to the registration of the common stock.
The selling shareholders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the common
stock.
The selling shareholders named in this prospectus must comply with the
requirements of the Securities Act and the Exchange Act in the offer and sale
of the common stock. The selling shareholders and any broker-dealers who
execute sales for the selling shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act in connection with
such sales. In particular, during such times as the selling shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore
be considered to be an underwriter, they must comply with applicable law and
they may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.
39
Penny Stock Regulations
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
If a selling security holder wants to sell shares of our common stock under
this registration statement in the United States, the selling security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's.
The broker for a selling security holder will be able to advise a selling
security holder which states our common stock is exempt from registration
with that state for secondary sales.
40
Any person who purchases shares of our common stock from a selling security
holder under this registration statement who then wants to sell such shares
will also have to comply with Blue Sky laws regarding secondary sales. When
the registration statement becomes effective, and a selling security holder
indicates in which state(s) he desires to sell his shares, we will be able to
identify whether it will need to register or it will rely on an exemption
there from.
Transfer Agent
We are currently utilizing the services of Empire Stock Transfer, Inc.,
2470 St. Rose Pkwy, Suite 304, Henderson, NV 89074, Telephone: 702-818-5898.
Empire serves in the capacity as our transfer agent to have us track and
facilitate the transfer of our stock.
Admission to Quotation on the OTC Bulletin Board
We intend to apply to have our common stock be quoted on the OTC Bulletin
Board. If our securities are not quoted on the OTC Bulletin Board, a
security holder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of our securities. The OTC
Bulletin Board differs from national and regional stock exchanges in that it
(1) is not situated in a single location but operates through communication
of bids, offers and confirmations between broker-dealers, and (2) securities
admitted to quotation are offered by one or more Broker-dealers rather than
the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board. We may not now or ever
qualify for quotation on the OTC Bulletin Board. We currently have no market
maker who is willing to list quotations for our securities.
DIVIDEND POLICY
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
41
DESCRIPTION OF SECURITIES
The Company, a Nevada corporation, is authorized to issue 75,000,000 shares
of Common Stock, $0.001 par value. The Company has issued 19,560,000 shares
to the shareholders of the Company. The holders of Common Stock: (i) have
equal rights to dividends from funds legally available therefore, ratably
when as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all assets of the Company available for
distribution to holders of Common Stock upon liquidation, dissolution, or
winding up of the affairs of the Company; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions applicable thereto; (iv) are entitled to one non-cumulative vote
per share of Common Stock, on all matters which stockholders may vote on at
all meetings of Shareholders; and (v) the holders of Common Stock have no
conversion, preemptive or other subscription rights. There is no cumulative
voting for the election of directors. There are currently 19,560,000 shares
of Common Stock outstanding held by approximately forty-nine shareholders of
record. (See "Principal Shareholders").
There are no preferred shares, authorized nor issued.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
Rule 144 Shares
- ---------------
As of March 31, 2008, no shares currently issued and outstanding could be
resold pursuant to Section 144 of the Securities Act. This is because no
shares have been held for 2 years in order to satisfy 144(K) and no
sufficient public information is available to satisfy the other 144 rules.
A total of 11,250,000 shares of our common stock will be available for resale
to the public after December, 2009, in accordance with the volume and trading
limitations of Rule 144 of the Securities Act of 1933.
42
In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least one year
is entitled to sell within any three month period a number of shares that
does not exceed the greater of:
1. one percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 19,560 shares as
of the date of this prospectus, or;
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 100%
of the total shares that may be sold, at least partially, pursuant to Rule
144(k) after March 2009.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation
over the acquisition of a controlling interest in certain Nevada corporations
unless the articles of incorporation or bylaws of the corporation provide
that the provisions of these sections do not apply. Our articles of
incorporation and bylaws do not state that these provisions do not apply. The
statute creates a number of restrictions on the ability of a person or entity
to acquire control of a Nevada company by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other
things. The statute is limited to corporations that are organized in the
state of Nevada and that have 200 or more stockholders, at least 100 of whom
are stockholders of record and residents of the State of Nevada; and does
business in the State of Nevada directly or through an affiliated
corporation. Because of these conditions, the statute does not apply to our
company.
43
LEGAL MATTERS
The Law Offices of Thomas C. Cook has opined on the validity of the shares of
common stock being offered hereby.
EXPERTS
The financial statements included in this prospectus and in the registration
statement have been audited by Moore & Associates, Chartered, an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere herein and in the registration statement,
and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or offering of the common stock was employed on a
contingency basis or had, or is to receive, in connection with the offering,
a substantial interest, directly or indirectly, in the registrant or any of
its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents, subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer or employee.
Our officers/directors can be considered promoters of Monster Offers in
consideration of their participation and managing of the business of the
company since its incorporation.
44
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
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.
Reports to Security Holders
At this time, we are not required to provide annual reports to security
holders. However, shareholders and the general public may view and download
copies of all of our filings with the SEC, including annual reports,
quarterly reports, and all other reports required under the Securities
Exchange Act of 1934, by visiting the SEC site (http://www.sec.gov) and
performing a search of our electronic filings. We intend to file with the
Securities and Exchange Commission a Form 8-A to register our common stock
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as soon
as practicable after this registration statement is declared effective by the
Securities and Exchange Commission. Thereafter, annual reports will be
delivered to security holders as required or they will be available online.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
45
FINANCIAL STATEMENTS
Monster Offers
December 31, 2007
and
March 31, 2008
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
PAGE
----
Year end December 31, 2007 Financials (audited):
Independent Auditors' Report F-1a
Balance Sheets F-2a
Statements of Operations F-3a
Statements of Changes in Stockholders' Equity F-4a
Statements of Cash Flows F-5a
Notes to Financials F-6a-10a
Three Months ending March 31, 2008 (unaudited):
Independent Auditors' Report F-1b
Balance Sheet F-2b
Statements of Operations F-3b
Statements of Cash Flows F-4b
Notes to Financials F-5b-6b
46
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Monster Offers
(A Development Stage Company)
We have audited the accompanying balance sheet of Monster Offers (A
Development Stage Company) as of December 31, 2007, and the related
statements of operations, stockholders' equity and cash flows through
December 31, 2007, and Inception on February 23, 2007 through December 31,
2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Monster Offers (A
Development Stage Company) as of December 31, 2007 and the results of its
operations and its cash flows through December 31, 2007, and Inception on
February 23, 2007 through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has not commenced its planned principal
operation and has not generated any revenues as of December 31, 2007, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 10, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Balance Sheet
December 31, 2007
Balance Sheet
December 31,
2007
-------------
Assets
Current assets:
Cash and equivalents $ -
Funds in escrow 45,000
-------------
Total current assets 45,000
$ 45,000
=============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts Payable 5,610
-------------
Total current liabilities 5,610
Stockholders' equity:
Common stock, $0.001 par value, 75,000,000
shares authorized, 19,560,000 issued and outstanding
as of December 31, 2007 19,560
Additional paid-in capital 26,425
(Deficit) accumulated during development
stage (6,595)
-------------
39,390
-------------
$ 45,000
=============
The accompanying notes are an integral part of these financial statements.
F-2a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Statement of Operations
For the Period from February 23, 2007 (Inception) to December 31, 2007
Statement of Operations
February 23, 2007
(inception) to
December 31,
2007
----------------
Revenue $ -
----------------
Expenses:
Organizational Costs 985
Expenses of Spin Off 5,610
----------------
Total expenses 6,595
----------------
Net (loss) $ (6,595)
================
Basic and Diluted
Weighted average number of
common shares outstanding 11,645,714
================
Net (loss) per share $ (0.00)
================
The accompanying notes are an integral part of these financial statements.
F-3a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the period February 23, 2007 (Date of Inception) to December 31, 2007
Statements of Changes in Stockholders' Equity
(Deficit)
Accumulated
Common Stock Additional During Total
------------------ Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- -------- ---------- --------------
February 2007
Donated Capital - - 400 400
December 2007
Donated Capital 585 585
December 11, 2007
Founder's shares
Issued 11,250,000 11,250 - - 11,250
December 31, 2007
Tropical PC
Spin off shares 810,000 810 (810) - -
December 31, 2007
Shares issued
pursuant
to a 506 offering 7,500,000 7,500 26,250 - 33,750
Net loss as of 12/31/07 (6,595) (6,595)
---------- ------- -------- ---------- --------------
Balance,
July 31, 2007 19,560,000 $19,560 $26,425 $ (6,595)$ 39,390
========== ======= ======== ========== ==============
The accompanying notes are an integral part of these financial statements.
F-4a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Statement of Cash Flow
For the Period from February 23, 2007 (Inception) to December 31, 2007
Statement of Cash Flow
February 23, 2007
(inception) to
December 31,
2007
----------------
Cash flows from operating activities:
Net (loss) $ (6,595)
Changes in assets and liabilities:
Accounts payable (income taxes) 5,610
----------------
Net cash (used) by operating activities (985)
----------------
Cash flows from financing activities:
Issuance of common stock 45,000
Donated capital 985
----------------
Net cash provided by financing activities 45,985
----------------
Net increase (decrease) in cash 45,000
Cash - beginning -
----------------
Cash - ending $ 45,000
================
Supplemental disclosures:
Interest paid $ -
================
Income taxes paid $ -
================
The accompanying notes are an integral part of these financial statements.
F-5a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
The Company was organized February 23, 2007 (Date of Inception) under the
laws of the State of Nevada, as Tropical PC Acquisition Corporation. The
Company was incorporated to conduct any legal business. The Company plans to
specialize in utilizing technology based Internet media and marketing to
generate leads for businesses.
On December 11, 2007, the Company amended its Articles of Incorporation
changing its name to Monster Offers. The Company was incorporated as a
wholly owned subsidiary of Company Tropical PC, Inc., a Nevada corporation.
Tropical PC was incorporated September 22, 2004, and, at the time of spin off
was not listed on any exchange.
The directors of Tropical PC approved a spin off its Monster Offers
subsidiary in the form of a stock dividend as of December 31, 2007 (the
"Record Date"). The record shareholders of Tropical PC received one (1)
unregistered common share, par value $0.001, of Monster Offers Corporation
common stock for every share of Tropical PC common stock owned. The Tropical
PC Corporation stock dividend was based on 810,000 shares of Tropical PC
common stock that were issued and outstanding as of the record date.
Tropical PC spun off its wholly owned Monster Offers subsidiary in exchange
for $5,000. The spin-off transaction was accomplished by the exchange of
$5,000 for a subsidiary which included the same shareholder base as Tropical
PC. It did not include the transfer of any hard assets or liabilities. This
spin off was valued at par value since the company holds no assets, is
uncertain as to future benefit, the stock is not trading, and the company has
not even received a stock symbol.
Tropical PC retained no ownership in Monster Offers following the spin off.
Monster Offers is no longer a subsidiary of Tropical PC, Inc.
The Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises".
NOTE 2. Summary of Significant Accounting Practices
The Company has cash assets of $45,000 and $5,610 current liabilities as of
December 31, 2007. The relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
F-6a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
services.
NOTE 2. Summary of Significant Accounting Practices (Continued)
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
- --------
The Company has selected December 31 as its year-end.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
F-7a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing.
There are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue as
a going concern.
NOTE 4 - Stockholders' equity
The Company is authorized to issue 75,000,000 shares of its $0.001 par value
common stock.
On December 11, 2007, the Company issued 11,250,000 shares of its common
stock to its founder for $11,250 in cash. Founder then transferred these
shares to an outside party for the same price on December 31, 2007.
The Company was a subsidiary of Tropical PC, Inc. On December 31, 2007,
the record shareholders of Tropical PC, Inc. received a spin off dividend of
one (1) common share, par value $0.001, of Monster Offers common stock for
every share of Tropical PC, Inc. common stock owned for a total 810,000
common shares issued.
On December 31, 2007, the Company issued 7,500,000 shares of its common stock
pursuant to a Regulation D 506 offering for $33,750 in cash.
As of December 31, 2007, Monster Offers has 19,560,000 of its common
stock issued and outstanding and none of its preferred stock issued nor
outstanding.
F-8a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax
assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or
realized.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. Operating Leases and Other Commitments
The Company has no lease or other obligations.
F-9a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 8. Recent Pronouncements
In December 2007, the FASB issued SFAS 160, "Noncontrolling interests in
Consolidated Financial Statements - an amendment of ARB No. 51". This
Statement amends ARB 51 to establish accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. This Statement is effective
for fiscal years beginning on or after December 15, 2008. Early adoption is
not permitted. Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company's
financial statements.
In February 2007 , the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS 159 creates a fair value
option allowing an entity to irrevocably elect fair value as the initial and
subsequent measurement attribute for certain financial assets and financial
liabilities, with changes in fair value recognized in earnings as they occur.
SFAS 159 also requires an entity to report those financial assets and
financial liabilities measured at fair value in a manner that separates those
reported fair values from the carrying amounts of assets and liabilities
measured using another measurement attribute on the face of the statement of
financial position. Lastly, SFAS 159 requires an entity to provide
information that would allow users to understand the effect on earnings of
changes in the fair value on those instruments selected for the fair value
election. SFAS 159 is effective for fiscal years beginning after November 15,
2007 with early adoption permitted. The Company is continuing to evaluate
SFAS 159 and to assess the impact on its results of operations and financial
condition if an election is made to adopt the standard.
In September 2006, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 157, "Fair Value Measurements" which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. Where applicable, SFAS No. 157 simplifies and
codifies related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier adoption is encouraged. The Company does not
expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.
F-10a
NOTE 9. Unregistered Spin-Off
The Company has become aware that it may have been in violation of the
Securities Act of 1933 (the "Act") due to its spin-off dividend from Tropical
PC, which took place on December 31, 2007, which was not registered under the
Act. This stock would not be distributed to the shareholders until the
effectiveness of spin-off subsidiary's Registration Statement, consisting of
7,710,000 shares of common stock, to Tropical PC stockholders on a pro rata
basis, at no cost to the shareholders. These spin-off shares were not
registered under the Act. Consequently, the Company may be liable to each of
its shareholders who are scheduled received shares of Monster Offers in
connection with the spin-off. The Company may be required to rescind the
transaction in which the shares of Monster Offers were scheduled to be
distributed to its shareholders, and may also be required to compensate these
shareholders. Management is currently evaluating this potential violation and
its possible impacts which may include rescission of the spin-off of Monster
Offers from Tropical PC by the shareholders and fair market value compensation
to the shareholders. The Company's management believes that the potential
liability could range from $0.01 to $0.02 per spin-out share or $8,100 to
$16,200, respectively. No amount has been accrued in the financial statements
for this potential loss due to the uncertainty of the outcome at the present
time.
F-11a
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Balance Sheets
March 31, 2008 (Unaudited)
December 31, 2007
Balance Sheet
March 31,
2008 December 31,
(Unaudited) 2007
------------- -------------
ASSETS
Current assets:
Cash and equivalents $ 32,771 $ -
Funds in escrow - 45,000
------------- -------------
Total current assets 32,771 45,000
------------- -------------
TOTAL ASSETS $ 32,771 $ 45,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts Payable 5,610 5,610
------------- -------------
Total current liabilities 5,610 5,610
Stockholders' equity:
Common stock, $0.001 par value, 75,000,000
shares authorized, 19,560,000, 19,560,000
issued and outstanding as of 3/31/08 and
12/31/07, respectively 19,560 19,560
Additional paid-in capital 26,425 26,425
(Deficit) accumulated during development
stage (18,824) (6,595)
------------- -------------
Total stockholders' equity 27,161 39,390
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,771 $ 45,000
============= =============
The accompanying notes are an integral part of these financial statements.
2b
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Statements of Operations
For the Three Months Ended March 31, 2007 and March 31, 2008
For the Period from February 23, 2007 (Inception) to March 31, 2008
(Unaudited)
Statements of Operations
For the three months ended February 23, 2007
---------------------------------- (inception) to
March 31, March 31, March 31,
2008 2007 2008
---------------- ---------------- ----------------
Revenue $ - $ - $ -
---------------- ---------------- ----------------
Expenses:
Organizational Costs - 400 985
Expenses of Spin Off - - 5,610
General & Administrative 12,229 - 12,229
---------------- ---------------- ----------------
Total expenses 12,229 400 18,824
---------------- ---------------- ----------------
Net (loss) $ (12,229) $ (400) $ (18,824)
================ ================ ================
Basic and Diluted
Weighted average number of
common shares outstanding 19,560,000 19,560,000
================ ================
Net (loss) per share $ (0.00) $ (0.00)
================ ================
The accompanying notes are an integral part of these financial statements.
3b
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended March 31, 2007 and March 31, 2008
For the Period from February 23, 2007 (Inception) to March 31, 2008
(Unaudited)
Statements of Cash Flows
For the three months ended February 23, 2007
---------------------------------- (inception) to
March 31, March 31, March 31,
2008 2007 2008
---------------- ---------------- ----------------
Operating activities:
Net (loss) $ (12,229) $ (400) $ (18,824)
Changes in assets and
liabilities:
Accounts payable
(income taxes) - - 5,610
---------------- ---------------- ----------------
Net cash (used) by
operating activities (12,229) (400) (13,214)
Financing activities:
Issuance of common stock - - 45,000
Donated capital - 400 985
---------------- ---------------- ----------------
Net cash provided by
financing activities - 400 45,985
Net increase (decrease) in cash (12,229) - 32,771
Cash - beginning 45,000 - -
---------------- ---------------- ----------------
Cash - ending $ 32,771 $ - $ 32,771
================ ================ ================
Supplemental disclosures:
Interest paid $ - $ - $ -
================ ================ ================
Income taxes paid $ - $ - $ -
================ ================ ================
Non-cash transactions $ - $ - $ -
================ ================ ================
The accompanying notes are an integral part of these financial statements.
4b
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes
Note 1 - Basis of Presentation
The interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated
in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the financial
statements of the Company for the year ended December 31, 2007 and notes
thereto included in the Company's S-1/A registration statement. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at March 31, 2008, the
Company has recognized no revenues and has accumulated operating losses
of approximately $(18,824) since inception. The Company's ability to continue
as a going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to
further development of the Company's products, to provide financing for
marketing and promotion, to secure additional property and equipment, and for
other working capital purposes. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
5b
Monster Offers
(Formerly Tropical PC Acquisition Corporation)
(A Development Stage Company)
Notes
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
6b
MONSTER OFFERS
7,710,000 Shares of
Common Stock
PROSPECTUS
---------------
June 2, 2008
DEALER PROSPECTUS DELIVERY OBLIGATION
-------------------------------------
UNTIL SEPTEMBER 1, 2008, (90 DAYS FROM THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.