Monster Offers
P.O. Box 1092
Bonsall, California 92003
Telephone: (760) 208-4905
Facsimile: (619) 374-2811
December 21, 2010
VIA EDGAR TRANSMISSION
- ----------------------
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
Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2009
Amendment No. 1 to Form 10-Q for the quarterly period ended March 31,
2010
Amendment No. 1 to Form 10-Q for the quarterly period ended June 30,
2010
Amendment No. 1 to 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
December 14, 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.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2009
- ----------------------------------------------------------------------
Recent Sales of Unregistered Securities, page 20
- ------------------------------------------------
1. We refer to the added disclosure to your liquidity and capital resources
section regarding the 7.5 million shares issued pursuant to Regulation D, Rule
506 of the Securities Act. Please note that Item 701 of Regulation S-K
requires that you provide the requisite information for a three-year period,
which you have provided, in part, under management's discussion and analysis.
It is unclear from your disclosure, however, whether the purchasers in the
December 2007 private placement were accredited or sophisticated with access to
information. Please advise. Further, with respect to the December 2009
private placement, it is unclear to us whether the non-accredited investors
were sophisticated.
1
Response: We respectfully note the Staff's comment. With respect to the
December 2007 private placement some of the investors were accredited and
some were sophisticated investors with access to information about the
Company. With respect to the December 2009 private placement, the non-
accredited investors were sophisticated with access to information about
the Company.
Controls and Procedures
- -----------------------
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
2. We refer to prior comment 12. Please tell us the basis for your
conclusion that you will have these deficiencies remedied in "the next few
months." In this regard, we note that you have one officer and director.
You should also provide a more detailed estimate of when you expect to have
the deficiencies in your internal controls remedied than the next few
months."
Response: The Board of Directors has identified candidates for a CFO
position, they have also started the interview process for additional
Board Members. The Board expects to make an announcement to fill the
Board vacancy in the next two months.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. page 35
- --------------------------------------------------------------------------
3. We refer to your revisions made in response to prior comment 15. Please
tell us whether Powerhouse Development or Marisela Simmons has ever had in
the past a material relationship with your Company or any of its predecessors.
To the extent that such a relationship did exist, describe the nature of such
relationship.
Response: As disclosed in the corporate filings, Powerhouse Development did
have a past relationship with the Company, when the Company was headquartered
in Panama. Marisela Simmons of Powerhouse did work with Jonathan W.
Marshall, the previous President of the Company. She was not related as a
family member with the previous President of the Company. The stock was
purchased by Powerhouse Development, at par value, and an undetermined
amount of this stock was to be used as an incentive for the workers in
Panama. This incentive program never materialized. No previous workers
received nor are designated to receive any shares from Powerhouse
Development. On August 30, 2010, when the Company relocated its corporate
headquarters to California, and installed new director(s) and management,
that stock remained with Powerhouse Development in Panama, under the control
of Powerhouse Development. Powerhouse Development and the previous
President signed lock-up agreements which were filed on Form 8-K with
Commission on September 2, 2010. There is currently no material
relationship between Powerhouse Development and the Company.
2
Mr. Houseal, we hope our responses satisfactorily address your comments.
Respectfully submitted,
Monster Offers
By: /s/ Paul Gain
- ---------------------------------
Paul Gain
Chairman and Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
3