UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
November 19, 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.)
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)
Not Applicable
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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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ITEM 1.01 Entry Into A Material Definitive Agreement
On November 19, 2010, Monster Offers (the "Company") entered into an Exchange
and Hold Harmless Agreement. In this Agreement, Mr. Scott J. Gerardi,
director and president of the Company agreed to transfer and deliver
8,000,000 of his 10,000,000 restricted shares of Monster Offers to the
Company in exchange for the Lead Generation Business Segment of Monster
Offers including all contracts and assets of the Lead Generation Business
Segment, including, but not limited to, the UnsubToday.com email marketing
compliance software and the CYAClick.com traffic monetization software.
This exchange was approved by the Company's Board of Directors and majority
shareholders, who were disinterested parties to this transaction. They based
their decision on what was reasonably fair to the corporation. Since this is
considered an interested party transaction, under the Business Judgment Rule,
Mr. Gerardi abstained from voting as a board member and shareholder on this
matter. Therefore, taking into account the total shares issued, outstanding
and available to vote on this issue (which does not include Mr. Gerardi's
10,000,000 shares), approximately 55% voted in favor of selling off the
business segment, so that the Company could make best use of these shares to
make strategic acquisition(s).
The Lead Generation Business Segment provided Monster Offers with its past
revenues. This business segment is no longer a focus area of the Company.
Monster Offers is building its social commerce business by offering the "Deal
of the Day" as illustrated on the Company's website at:
www.monsteroffers.com. Management believes this offers the Company its best
growth potential.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Upon the execution of the Exchange and Hold Harmless Agreement, dated
November 19, 2010, Mr. Gerardi announced that he was resigning as a
director of the Company immediately, and would remain as the Company's
President until the end of the year (December 31, 2010) or until the
Company names his replacement, whichever comes sooner. The Board of
Directors accepted the resignation of Mr. Gerardi as a director of the
Company. Mr. Gerardi indicated that he has no disagreements with the
Company, but wanted to pursue the development of this business segment
into its own separate company.
ITEM 8.01 Other Events
The Board of Directors announced that with the return of 8,000,000 common
restricted shares, par value $0.001, in exchange for its Lead Generation
Segment, and adjusting this number for the Company's upcoming dividend, the
Company will have 12,000,000 restricted shares to begin making strategic
acquisitions.
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To follow the required reporting requirements of the U.S. Securities and
Exchange Commission, the Company has created a strategic partnership and
stock acquisition strategy, whereby the Company will agree in advance to a
stock valuation purchase, but will not finalize the agreement with the
private company until the valuation and audit from a PCOAB accounting firm
verifies the value reached by both companies. There are no guarantees that
the Company can reach any agreements for a strategic opportunities.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description of Exhibit
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10.10 Exchange and Hold Harmless Agreement, dated November 19, 2010.
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/ Paul Gain
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Name: Paul Gain
Title: Chairman and CEO
Dated: November 23, 2010
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