UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1 to
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 30, 2010
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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.)
4056 Valle Del Sol, Bonsall, CA 92003
Mail Delivery - PO Box 1092, Bonsall, CA 92003
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(Address of Principal Executive Offices) (Zip Code)
(760) 208-4905
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(Registrant's Telephone Number, Including Area Code)
El Cangrejo, Calle Eusebio A. Morales
Edificio Carpaz #2A, Panama City, Panama
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(Former name or former address, 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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We are filing this Amendment No. 1 on Form 8-K to amend the Form 8-K dated
August 30, 2010 originally filed with the U. S. Securities and Exchange
Commission on September 2, 2010. We are filing this amendment for the
purpose of providing additional disclosure information under Item 3.02
concerning the exemption from registration being relied upon for the
unregistered issuance of the eight million shares relating to the
acquisition of the Social Network Action Platform and clarification of
stock ownership under Item 5.02, the section entitled "Security Ownership
of Beneficial Ownership and Management." We are also filing with this Current
Report an Amended Asset Exchange Agreement by and between Monster Offers and
Prime Mover Global, LLC
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 8-K, or modify or update in
any way disclosures contained in the original Form 8-K.
Item 1.01 Entry Into a Material Definitive Agreement
On August 30, 2010, Monster Offers (the "Company") completed its due
diligence and entered into an Asset Exchange Agreement, dated August 5, 2010
to acquire a one hundred (100%) percent ownership interest in the
Intellectual Property Rights and Software known as the Social Network Action
Platform (SNAP) from Prime Mover Global, LLC, a Delaware Limited Liability
Company in exchange for 8,000,000 unregistered restricted common shares of
the Company. Pursuant to the Amended Asset Exchange Agreement these eight
million (8,000,000) shares will remain restricted for a period of one (1) year.
The SNAP platform allows the Company to quickly deploy internally branded
social commerce initiatives and market similar private labeled licensing
solutions to Fortune 1000 Companies and Non-Profit Organizations. As part of
the Asset Exchange Agreement, the manager of Prime Mover Global, LLC,
Mr. Paul Gain, will be appointed to the Board of Directors of Monster Offers
as its Chairman. See Exhibit 10.9
Item 3.02 Unregistered Sales of Equity Securities
On August 30, 2010, Monster Offers agreed to issue 8,000,000 shares of its
unregistered common stock to Mr. Paul Gain, manager of Prime Mover Global,
LLC. in exchange for a one hundred (100%) percent ownership interest in the
SNAP Software. The shares will be issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act. We believed
that Section 4(2) was available because the offer and sale did not involve a
public offering and there was not general solicitation or general advertising
involved in the offer or sale.
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Mr. Gain, is a financially sophisticated individual. Before he received
these unregistered securities he was known to us and our management, through
pre-existing business relationships, as a long standing business associate.
We did not engage in any form of general solicitation or general advertising
in connection with this transactions. Mr. Gain was provided access to all
material information, which he requested and all information necessary to
verify such information and was afforded access to our management in
connection with this transaction. Mr. Gain acquired these securities for
investment and not with a view toward distribution, acknowledging such intent
to us. He understood the ramifications of his actions. The shares of
common stock issued contained a legend restricting transferability absent
registration or applicable exemption. Additionally, Mr. Gain has agreed to
lock-up these shares for one-year.
On September 1, 2010, Monster Offers agreed to issue 550,000 shares of its
unregistered common stock to Messrs. Stephen Hall (150,000 shares), Scott
Wilcox (200,000 shares) and Paul West (200,000 shares) in exchange for their
consulting services rendered and to be rendered to the Company. The shares
will be issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and
there was not general solicitation or general advertising involved in the
offer or sale. The shares of common stock issued will contain a legend
restricting transferability absent registration or applicable exemption.
Additionally, Messrs. Hall, Wilcox and West have agreed to lock-up these
shares for two-years. (See Consulting Agreements, Exhibits 10.6, 10.7 and
10.8).
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On August 30, 2010, the Board of Directors accepted the resignation of
Jonathan W. Marshall director and officer of the Company. Prior to his
resignation, he nominated Mr. Paul Gain and Scott J. Gerardi as the new
Directors of the Company. Both of these individuals accepted the nomination.
On August 30, 2010, the Board of Directors appointed Mr. Paul Gain and Scott
J. Gerardi as new Directors of the Company. The new board members will hold
office for the unexpired term of their predecessor(s) and/or until their
successor(s) are elected and qualified.
On August 30, 2010, the Company appointed Mr. Paul Gain as Chairman of the
Board of Directors and Chief Executive Officer. Mr. Gain has accepted this
management position within the Company. On August 30, 2010, the Company
appointed Scott J. Gerardi as the President of the Company. Mr. Gerardi
has accepted this management position within the Company.
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The name, age and position of the Company's new Directors are as follows:
Name Age Position
- ------------- --- ------------------------------
Paul Gain 48 Chairman and Chief
Executive Officer
Scott J. Gerardi 44 President and Director
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Biography of Paul Gain, Director
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Paul Gain is a software industry and business development veteran.
Prime Mover Global, LLC - Mr. Gain is the Manager of Prime Mover Global, LLC
During the past 20 months, he capitalized and assembled a team to design,
build, and implement an innovative web 2.0 social networking & commerce
portal architecture.
Lydian Technology - Mr. Gain was retained as CEO of Lydian Technology Group.
His primary objective was to integrate the existing business and technology
assets and people from two merged companies into a refined solution set for
the financial services and mortgage industry. This involved the merging of
different technologies, processes, and teams of people from multiple
locations throughout the U.S. and abroad.
Wellfound / Decade Corporation - Mr. Gain held the CEO position of WellFound
technology, an internet era systems integration services company. He
re-focused the team towards the development of a "service-oriented
architecture" technology integration platform, restructured the development
resources to leverage a global development team process, and successfully
launched the resulting platform and company into the financial services
industry as a complete newcomer.
VelociGen / Blue Titan Corporation - Mr. Gain was hired by the outside
investors of VelociGen as Senior VP of Business Development to help shape the
company's business model and strategy for a new web services product line.
The company had developed a set of tools and needed to package these tools
into a product suite that could provide value to its target clients. Blue
Titan was then eventually sold to SOA Software.
CMstat Corporation - Mr. Gain founded and served as President and CEO of
CMstat Corporation, a Configuration and Product Data Management enterprise
software company focused primarily in the aerospace, telecommunications, and
government markets. While at CMstat, he was recognized worldwide as a
leading authority and speaker in Configuration and Product Data Management,
and eventually led the CMstat team to a acquisition by VSE Corporation
(NASDAQ: VSEC).
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Other Experience - Mr. Gain has also provided consulting services to top-tier
commercial and government organizations, financial services, mortgage
banking, telecom, major aerospace, automotive and manufacturing companies
worldwide.
Education:
- ----------
Mr. Gain is a graduate of Ferris State University in Michigan, with degrees
in Business Management, Automotive Technology, and Mechanical Engineering.
Biography of Scott J. Gerardi, Director
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Scott J. Gerardi is an online advertising and lead generation veteran that
possesses over 20-years experience in new media.
2009 - Present - Monster Offers - Member of the company's Advisory Board.
2008 - Present - SJG Ventures, Inc. - Owner & President, Independent
consultant with emphasis on lead generation, data monetization, and
developing marketing strategies for advertisers new to the Internet.
2002 - 2008 - eForce Media, Inc., Santa Monica, CA - VP of Operations and
Co-Founder of this online lead generation and customer identification
company. Instrumental in transforming the company from a three person team
servicing one vertical into a venture capital backed 125 person
organization operating in 12 verticals.
1989 - 2000 - NTN Communications, Inc. / NTN Buzztime, Inc., Carlsbad, CA
(AMEX: NTN) - Held numerous positions for pioneer company within the emerging
interactive television and online entertainment industries. Developed award
winning 'play along' applications in conjunction with live television
broadcasts as well as prototype electronic applications for the now billion
dollar fantasy sports industry. Responsible for creating strategic
relationships and creating interactive programs for partners including
NFL.com, NHL.com, America Online, DirecTV, CBSSportline.com, and
FoxSports.com.
Education:
- ----------
Mr. Gerardi is a 1989 graduate of San Diego State University in San Diego,
California, with a BS degree in Marketing.
Compensation of Directors
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No Director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on September 1, 2010 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named Executive Officer and Directors.
Beneficial ownership is determined in accordance with the rules of the
U. S. Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
September 1, 2010 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Monster Offers common stock. The Company does not have any outstanding
options, warrants or other securities exercisable for or convertible into
shares of its common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common Paul Gain (2) 11,000,000 27.3%
Chairman and CEO
Common Scott J. Gerardi (3) 10,000,000 24.8%
President
Common Powerhouse Development (4) 11,250,000 27.9%
Shareholder
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DIRECTORS AND OFFICERS AS A GROUP
(2 persons) 21,000,000 52.1%
(1) Percent of Class based on 40,192,471 shares
(2) Paul Gain, PO Box 1092 Bonsall, CA 92003
(3) Scott J. Gerardi, 6281 Pale Pavilion Ave, Las Vegas, NV 89139
(4) Powerhouse Development, a Panamanian Corporation, Box 832-0816, World
Trade Center, Panama City Panama. Marisela Simmons is beneficial owner
who has the ultimate voting control over the shares held this entity.
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Item 8.01 Other Items
Mr. Jonathan W. Marshall, the former Director and Officer of the Company
entered into a private transaction to transfer 3,000,000 of his restricted
common shares to Paul Gain; and, transfer 3,000,000 of his restricted common
shares to Scott J. Gerardi. Further, Mr. Marshall has agreed to lock-up his
remaining 1,000,000 restricted common shares for a period of one-year.
Separately, the Company reached a mutually agreeable understanding with a
non-affiliated shareholder to cancel 1,000,000 unregistered common shares
he owns. These unregistered restricted shares were issued in a private
offering with the understanding that the shareholder would purchase these
shares and provide technical expertise to the company. Since the services
were not delivered to the company's satisfaction, it has been agreed that
these 1,000,000 unregistered common shares will be canceled and returned
to the company's treasury.
With the change of management, the Company's mailing address and business
address have been changed from El Cangrejo, Calle Eusebio A. Morales,
Edificio Carpaz #2A, Panama City, Panama to 4056 Valle Del Sol, Bonsall,
California 92003 effective August 30, 2010.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibits
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
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10.1 Asset Exchange Agreement by 8-K 8/30/2010 10.1 9/2/2010
and between Monster Offers and
Prime Mover Global, LLC, dated
August 5, 2010.
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10.2 Share Lock-Up Agreement with 8-K 8/30/2010 10.2 9/2/2010
Scott J. Gerardi dated,
August 6, 2010.
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10.3 Share Lock-Up Agreement with 8-K 8/30/2010 10.3 9/2/2010
Powerhouse Development dated,
August 6, 2010.
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10.4 Share Lock-Up Agreement with 8-K 8/30/2010 10.4 9/2/2010
Paul Gain dated, August 6, 2010.
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10.5 Share Lock-Up Agreement with 8-K 8/30/2010 10.5 9/2/2010
Jonathan W. Marshall, dated,
August 6, 2010.
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10.6 Consulting Agreement with 8-K 8/30/2010 10.6 9/2/2010
Stephen Hall, dated
September 1, 2010.
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10.7 Consulting Agreement with 8-K 8/30/2010 10.7 9/2/2010
Scott Wilcox, dated
September 1, 2010.
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10.8 Consulting Agreement with 8-K 8/30/2010 10.8 9/2/2010
Paul West, dated
September 1, 2010.
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10.9 Amended Asset Exchange Agreement by X
and between Monster Offers and
Prime Mover Global, LLC, dated
August 30, 2010.
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SIGNATURE
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
By: /s/ Scott Gerardi
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Name: Scott Gerardi
Title: President
Dated: November 23, 2010
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