Monster Offers
P.O. Box 1092
Bonsall, California 92003
Telephone: (760) 208-4905
Facsimile: (619) 374-2811
November 23, 2010
VIA EDGAR TRANSMISSION
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U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Mr. Ryan Houseal, Staff Attorney
Re: Monster Offers
Form 10-K for the fiscal year ended December 31, 2009
Form 10-Q for the quarterly period ended March 31, 2010
Form 10-Q for the quarterly period ended June 30, 2010
Form 8-K for the period August 30, 2010
File No. 000-53266
Dear Mr. Houseal:
On behalf of Monster Offers (the "Company"), this letter responds to your
November 5, 2010 comment letter, concerning our above referenced filings.
We have replied below on a comment-by-comment basis, with each response
following a repetition of the Staff's comment to which it applies. The
responses to the comments are numbered to relate to the corresponding
comments in your letter.
Form 10-K for the Fiscal Year Ended December 31 2009
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Forward Looking Statements, page 3
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1. We note your reference to the Private Securities Litigation Reform Act.
Please tell us the basis for your conclusion that you are able to rely on the
protections of the Act or, in the alternative, revise your document to remove
such reference.
Response: We have revised the amended document to remove the reference
concerning the Private Securities Litigation Reform Act.
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Business, page 5
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2. In subsequent filings requiring Item 101 disclosure, please ensure that
you describe the general development of Monster Offers for the past five
years, including the relocation of its executive offices. See Item 101(a) of
Regulation S-K.
Response: In subsequent filings we will ensure that we describe the general
development of Monster Offers for the past five years, including the
relocation of our executive offices.
Risk Factors, page 9
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General
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3. In subsequent filings, please include a risk factor discussing any
material adverse effects that the deficiencies identified in your internal
control over financial reporting could have on your operations.
Response: We have added risk factor Number 21 in our amended filing to
discuss the material adverse effects of the deficiencies we identified in our
internal control over financial reporting as they could have on our
operations.
4. Also, please ensure that each risk factor subcaption adequately describes
how the related risk described may potentially affect your company
specifically based on the facts and circumstances disclosed about your
company's operations. You should avoid including risk factor subcaptions that
could apply to any issuer. See Item 503(c) of Regulation S-K.
Response: We reviewed and updated our risk factors so that each risk factor
subcaption best describes how the related risk described may potentially
affect our company.
Recent Sales of Unregistered Securities, page 20
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5. We refer to the disclosure in your liquidity and capital resources
discussion regarding your unregistered sales of securities in December 2007
and December 2009. Disclose the facts relied upon to support your conclusion
that any unregistered securities sold during the past three years were exempt
from registration. See Item 701(d) of Regulation S-K. To the extent that
you relied upon Section 4(2), discuss whether the purchasers were accredited
or sophisticated investors with access to information.
Response: We have expanded the disclosure in our liquidity and capital
resources discussion where we disclosed the facts we relied upon to support
our conclusion that the unregistered securities sold during the past three
years were exempt from registration.
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6. In addition, tell us more about the $1,000 subscription receivable
delivered to you in connection with your sale of unregistered securities in
December 2009. Identify the shareholder(s) and describe any relationship the
shareholder(s) has or has had with your company. We note the receivable was
paid off in January 2010.
Response: The shares where purchased by Mr. Charles Lee. On December 21,
2009, Mr. Lee provided us with a subscription receivable for the purchase of
the stock for $1,000. The funds were not received at the time the audit was
closed. The funds were subsequently received. However, as disclosed in the
Form 8-K dated August 30, 2010 and filed with the Commission on September 2,
2010, the Company reached a mutually agreeable understanding with this non-
affiliated shareholder to cancel the 1,000,000 unregistered common shares he
owned. The Company had an understanding that when Mr. Lee purchased these
shares, he would provide technical expertise to the company. As disclosed in
this Form 8-K, since the services were not delivered to the company's
satisfaction, it was agreed by both parties that these 1,000,000 unregistered
common shares would be canceled and returned to the company's treasury.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 21
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7. Your MD&A should include a discussion of how your company earns revenues
and income and generates cash. In addition, you should provide a detailed
discussion of your results of operations and explain the reasons for period-
to-period changes. Refer to "Staff Observations in the Review of Smaller
Reporting Company IP05" and SEC Release Nos. 33-6835 and 33-8350. Tell us
how you considered Item 303(a) of Regulation S-K.
Response: We have added disclosure concerning how we earn revenues and we
provided a more detailed discussion of our results of operations and we
explained the reasons for period-to-period changes.
8. As a related matter, you should also include disclosure noting that the
majority of your revenues are derived from services provided to related
parties. In this regard, we refer to Note 5 to your financial statements in
which you disclose that for the years ended December 31, 2009 and 2008, you
received $18,081 and $48,986, respectively, from customers in which one of
your shareholders had ownership or was an affiliate. With respect to this
related party revenue, we are unclear as to why the disclosure required by
Item 404(a) of Regulation S-K was not provided. Please advise. Finally,
please provide your analysis as to why you are not required to file any
agreements related to these transactions pursuant to Item 601(b)(10)(ii)(A)
of Regulation S-K.
Response: We agree with you concerning the disclosure required by Item
404(a) of Regulation S-K. We have now included this related party
Transaction. Under Item 13 Certain Relationships and Related Transactions
in our amended Form 10-K/A (See second paragraph). To the last part of
your comment, we did not file any agreements as exhibits related to these
transactions as no formal agreements existed.
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Financial Statements and Supplementary
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Data Statements of Operations, page F-3
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9. Please tell us the nature of the amount included in refund of expenses
for the year ended December 31, 2008. Cite the authoritative literature
relied upon in your accounting treatment and presentation.
Response: In June - July of 2008 the Company had credit card on file with
Yahoo, Inc. to receive credits and debits from its Yahoo account. The Yahoo
billing system erroneously overcharged the Monster Offer's credit card (and
other providers) for a number of billing days, until such time as Monster
Offers discovered it had no available funds in its credit card account.
Monster Offers reached a settlement with Yahoo. Yahoo refunded the erroneous
overcharges back to the Monster Offer's credit card. This was reported as
refunds of expenses.
Notes to the Financial Statements
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Note 1 - Summary of Significant Accounting Policies and Organization
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Revenue Recognition, page F-8
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10. Please fully describe the nature and type of revenues earned. Also,
clarify your disclosure that revenue is recognized on a gross basis,
considering the disclosure on page F-6 that you recognize commission revenue
net of fees paid to the subcontractor.
Response: We respectfully Note the Staff's comment. We agree that a there
is a discrepancy on page F-6, that is not consistent with the revenue
recognition as discussed on page F-8. We have revised the disclosure on page
F-6 to correct this discrepancy.
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Controls and Procedures
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Evaluation of Disclosure Controls and Procedures, page 28
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11. Item 307 of Regulation S-K requires the disclosure of the conclusions of
a registrant's principal executive and principal financial Officers, or
persons performing those functions, regarding the effectiveness of the
registrant's disclosure controls and procedures. Your disclosure does not
appear to provide the foregoing conclusion. Please carefully review the
requirements of Item 307 of Regulation S-K and amend your filing to provide
the required conclusion regarding the effectiveness of your disclosure
controls and procedures of your principal executive and principal financial
officers, or person performing those functions who are appropriately
designated. Also, amend your Forms 10-Q for the quarterly periods ended
March 31, 2010 and June 30, 2010, accordingly. Please ensure the disclosure
in future filings complies with such requirements.
Response: We have updated our disclosure pursuant to the requirements of
Item 307 of Regulation S-K and we amended our filings to provide the required
conclusion regarding the effectiveness of your disclosure controls and
procedures of your principal executive and principal financial officers.
12. As a related matter, we note that you continue to report material
weaknesses in your internal control over financial reporting and your plans
to remediate that material weakness. Please tell us when you expect to
remedy the material weakness in your internal controls. Also, tell us when
this material weakness first began. In this regard, we note that you have
reported a material weakness in your internal controls as early as your Form
10-K for fiscal year ended December 31, 2008. Please tell us the basis for
your conclusion that the material deficiencies in your internal controls
described in your Form 10-K and your Forms 10-Q has not caused any meaningful
or significant misreporting of our financial condition and results of
operations.
Response: As stated in our disclosure, we have identified material
weaknesses. that existed since our formation. The weaknesses include:
On or about August 30, 2010, as disclosed in the Company's Form 8-K, the
Company moved its corporate headquarters and operations from the Republic of
Panama to California, and new management took control of the Company. While
headquartered in Panama, it was more difficult for management to focus on
remediating the material weakness in our internal controls. Now that the
Company is headquartered in California, management believes it can now take
steps to remediate these deficiencies. The new management anticipates, that
with the exception of a lack of a functioning audit committee it have its
other deficiencies resolved in the next few months.
The basis for our conclusion that the material deficiencies in our internal
controls described in our Form 10-K and our Forms 10-Q has not caused any
meaningful or significant misreporting of our financial condition and results
of operations.
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13. With respect to the discussion of changes in internal control required
by Item 308T(b) of Regulation S-K, please ensure that your disclosure follows
the period specified by the Item (e.g. your last fiscal quarter or your
fourth fiscal quarter in the case of an annual report).
Response: Our amended filings include the internal control discussion
required by Item 308T(b).
Section 16(a) Beneficial Owner Compliance, Page 31
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14. You state that based on your review of forms and representations made by
your executive officer and directors, you believe that they were not current
in their Section 16(a) reports. For each individual that failed to file a
report pursuant to Section 16(a) on a timely basis, please set forth the
number of late reports, the number of transactions that were not reported on
a timely basis, and any known failure to file a required form. See Item
405(a)(2) of Regulation S-K.
Response: We have included a chart under "Section 16(a) Beneficial Ownership
Reporting Compliance" which sets forth the number of late reports, the number
of transactions that were not reported on a timely basis, and any known
failure to file a required form as of December 31, 2009:
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, page 35
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15. Given the percentage of shares held by Powerhouse Development, please
more fully describe this entity other than the fact that it is a Panamanian
Corporation. Please disclose the facts and circumstances regarding
Powerhouse holding shares "for the benefit of [your) employees and
contractors." clarify who has voting and/or dispositive power over these
shares and any other material relationship that Powerhouse Development and/or
the individual(s) identified pursuant to this comment has with Monster
Offers.
Response: When the Company was headquartered in Panama, Powerhouse acquired
11,250,000 unregistered restricted shares in the Company. Powerhouse was a
separate entity, established by a third party, who purchased shares from the
Company at par value. These shares were held by this corporation for the
benefit of the employees and contractors of the Company in Panama. Since the
Company is no longer headquartered in Panama, these shares are no longer
being held by this corporation for the benefit of the employees and
contractors of the Company. When management changed hands, Powerhouse signed
a lock-up agreement for these shares, which was filed as Exhibit 10.3 in the
Form 8-K dated August 30, 2010. There is no material relationship between
Powerhouse and the Company. We have updated the amended Form 10-K/A and
amended Form 8-K/A to state the name of person who is beneficial owner of
Powerhouse that has the ultimate voting control over the shares held this
entity. It is the same person who signed the lock-up agreement on behalf of
Powerhouse.
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Current Report on Form 8-K for the Period Ended August 30, 2010
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16. We refer to comment 4 above regarding your recent sales of unregistered
securities. Discuss the exemption from registration being relied upon as
well as the facts relied upon for the unregistered issuance of the 7 million
shares relating to the acquisition of the Social Network Action Platform.
Response: We have amended the Form 8-K to provide additional disclosure
concerning the exemption from registration being relied upon as well as the
facts relied upon for the issuance of these unregistered shares. See second
paragraph under Item 3.02 in the amended Form 8-K.
Mr. Houseal, we hope our responses satisfactorily address your comments.
Further, on behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Respectfully submitted,
Monster Offers
By: /s/ Paul Gain
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Paul Gain
Chairman and Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
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