UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 7, 2009
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Monster Offers
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53266 26-1548306
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(Commission File Number) (IRS Employer Identification No.)
9756 Logrondo St., Las Vegas, NV 89178
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(Address of Principal Executive Offices) (Zip Code)
(702) 575-4816
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(Registrant's Telephone Number, Including Area Code)
8937 Quintessa Cove Street, Las Vegas, NV 89148
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(Former name, former address, and former fiscal year, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
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This Amendment No. 1 on Form 8-K/A to the Monster Offers 8-K originally
filed with the U. S. Securities and Exchange Commission on August 10, 2009
(the "Form 8-K") adds additional disclosure obtained subsequent to the
filing of the Form 8-K.
On August 27, 2009, the Public Company Accounting Oversight Board
("PCAOB") revoked the registration of Moore & Associates Chartered because
of violations of PCAOB rules and auditing standards in auditing the
financial statements, PCAOB rules and quality controls standards, and
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a board investigation.
The Company was unable to obtain an amended Exhibit 16 letter for this
amended Form 8-K because Moore and Associates, Chartered responded stating
that they will not be providing the requested letter.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Moore & Associates, Chartered
On August 7, 2009 (the "Dismissal Date"), the Board of Directors of
Monster Offers (the "Registrant") voted to dismiss Moore & Associates,
Chartered, terminating its relationship as the Registrant's independent
registered public accounting firm.
On August 27, 2009, the Public Company Accounting Oversight Board
("PCAOB") revoked the registration of Moore and Associates, Chartered
because of violations of PCAOB rules and auditing standards in auditing
the financial statements, PCAOB rules and quality controls standards, and
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a Board investigation.
The reports of Moore & Associates, Chartered on the audited financial
statements of the Registrant for the fiscal years ended December 31, 2008
and 2007 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles, except a going concern qualification in its audit report dated
April 10, 2009 on the Registrant's financial statements for the fiscal years
ended December 31, 2008 and December 31, 2007.
During the Registrant's two most recent fiscal years, the subsequent
interim periods thereto, and through the Dismissal Date, there were no
disagreements (as defined in Item 304 of Regulation S-K) with Moore &
Associates, Chartered on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, would have caused it to make reference in connection with its
opinion to the subject matter of the disagreement. Further, during the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Dismissal Date, there were no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K).
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The Registrant requested that Moore and Associates, Chartered furnish
it with an amended letter addressed to the U. S. Securities and Exchange
Commission stating whether it agrees with the above statements. Moore and
Associates, Chartered informed the Registrant that they will not be
providing a letter in connection with this Current Report.
As Moore & Associates, Chartered is no longer registered with the
PCAOB; the Registrant may no longer include Moore & Associates,
Chartered's audit reports or consents in filings with the Commission made
on or after August 27, 2009. If Moore & Associates, Chartered audited a
year that we are required to include in our filings with the Commission, we
will be required to have Seale and Bears, CPA's, our new independent
accountant, re-audit that year.
(b) Engagement of Seale and Beers, CPAs
On August 11, 2009 (the "Engagement Date"), the Registrant's Board of
Directors approved the appointment of Seale and Beers, CPAs as the
Registrant's independent registered public accounting firm. During the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Engagement Date, neither the Registrant nor anyone
on its behalf consulted the Current Accountants regarding either (1) the
application of accounting principles to a specified transaction regarding
the Company, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements; or (2) any
matter regarding the Company that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions to Item 304 of Regulation S-K) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).
Item 8.01 Other Events
Monster Offers mailing address and business address have been changed from
8937 Quintessa Cove Street, Las Vegas, NV 89148 to 9756 Logrondo St.,
Las Vegas, NV 89178, effective immediately. The Registrant's phone number
remains unchanged.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Monster Offers
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Registrant
/s/ Nate Kaup
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By: Nate Kaup
Its: President, Chief Executive Officer
and Chief Financial Officer
Dated: September 25, 2009
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