UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number: 000-53266
Monster Offers
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(Exact name of registrant as specified in its charter)
Nevada 26-1548306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. 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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes[ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The aggregate market value of the Company's common shares of voting stock
held by non-affiliates of the Company at April 13, 2011, computed by
reference to the $0.20 per-share price quoted on the OTC-BB was $3,462,741.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
As of April 13, 2011, the registrant's outstanding common stock consisted
of 60,688,707 shares, $0.001 Par Value. Authorized - 75,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 25
ITEM 3. LEGAL PROCEEDINGS 25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 29
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 36
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 36
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 38
ITEM 11. EXECUTIVE COMPENSATION 42
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 43
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 45
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 46
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 48
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any
statements or belief; and any statements of assumptions underlying any of
the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially
from those projected or assumed in any of our forward-looking statements.
Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:
o inability to raise additional financing for working capital and product
development;
o inability to identify internet marketing approaches;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Monster Offers", "the Company", "we", "us",
and "our" refer to Monster Offers.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the SEC's
website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of
10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further
information on the operations of the public reference facilities. We will
provide a copy of our annual report to security holders, including audited
financial statements, at no charge upon receipt to of a written request to us
at Monster Offers, P.O. Box 1092, Bonsall, CA 92003.
4
PART I
ITEM 1. BUSINESS
History and Organization
------------------------
Monster Offers ("the Company") was incorporated in the State of Nevada on
February 23, 2007, under the name Tropical PC Acquisition Company. On
December 11, 2007, the Company amended its Articles of Incorporation changing
its name to Monster Offers. The Company was originally incorporated as a
wholly owned subsidiary of Company Tropical PC, Inc., a Nevada corporation.
Tropical PC was incorporated September 22, 2004. On December 11, 2007, the
Company amended its Articles of Incorporation changing its name from Tropical
PC Acquisition Corporation to Monster Offers.
Our Business
------------
Monster Offers is a daily deal aggregator, collecting daily deals from
multiple sites in local communities across the U.S. and Canada. Focused on
providing innovation and utility for Daily Deal consumers and providers, the
company collects and publishes thousands of daily deals and allows consumers
to organize these deals by geography or product categories, or to personalize
the results using keyword search.
We utilize proprietary technology that we have developed, acquired, and/or
licensed to deploy our products and services.
Our primary services include the aggregation and promotion of Daily Deals to
consumers via our primary website; www.monsteroffers.com which provides
search capabilities for users to quickly find Daily Deals based on filtering
algorithms, zip code, predictive text search by city, and by user
preferences.
The Company earns fees from data reporting services, traffic generation, and
from our affiliate partners via marketing services including the online
promotion of its affiliate partners daily deals through its website
www.monsteroffers.com, selling of industry data and analysis reports, and
executing internet and social marketing campaigns for customers. Our
affiliate program partners are also offered search result placement and
other benefits including the ability to participate in early release or beta
programs for new innovations that the Company offers.
Current and potential customers include media and content publishers,
advertisers, direct marketers, and advertising agencies seeking to increase
brand impressions, sales, and customer contact through online marketing
initiatives. Our customers also utilize our products and services to analyze
the competitive landscape within their target markets. All transactional
services revenues are recognized on a gross basis.
Marketing Strategy
------------------
The Monster Offers website generates page views from consumers searching
the Internet for Daily Deals and other relevant information. As users search
through the various deals that are presented via the website, they click on
specific partner deals for additional information and are directed to our
partner websites whereby they can purchase an advertised deal or offer
directly. In these instances, the information about the user and the
Monster Offers referral to a partner website is tracked and the affiliate
partner then pays Monster Offers a fee, typically a percentage of the total
transaction that occurs on the partner website. Monster Offers also earns
fees from other content providers and advertisers based on the volume of
traffic the Monster Offers site generates and the number of times content
is displayed to potential consumers.
Monster Offers has also recently entered the mobile money payment market
via a strategic alliance and exclusive license to technology developed
by SSL5. Monster Offers plans to add significant ease-of-use functionality
for the consumer to its website and to expand its affiliate partner network
further leveraging this new technology in 2011.
5
Email Marketing
---------------
Websites that we own or are digitally produced for clients are promoted by
the engagement of opt-in email marketing companies. In other words, opt-in
emails are sent to users who have requested to receive marketing messages
from a particular email partner/website. These partners currently market
to multiple consumer and/or business databases that they own or are managed
by them under a list management agreement.
Search Engine Marketing
-----------------------
We utilize search engine marketing companies to direct consumers to
websites. Funds are placed in an open account with each provider and are
spent on a Cost-Per-Click auction basis. Google, Yahoo, and FaceBook are
the primary providers of this service.
Affiliate Marketing
-------------------
We engage affiliate network destinations where online affiliates can
promote various client offers and promotions through Daily Deal
applications. These traffic publishers choose, manage, and execute
marketing cost per action client campaigns. They are also provided with
real-time commission tracking.
Software Development
--------------------
We utilize the services of outsourced contractors for the development of
our software technology. We also utilize the services of technology
consultants to assist in the development of our strategic product development
roadmap, and the ongoing management of all software development outsourced
contractors. As the Company continues to grow, we may hire direct employees
to fill various technology management, development, testing and quality
control roles as needed.
Competition
-----------
The Daily Deal advertising and marketing industry is highly competitive.
Management believes that the ability to provide innovative consumer and
business solutions that fulfill unmet industry needs is a competitive
advantage.
A number of companies are active in specific aspects of our business. As a
Daily Deal provider, Monster Offers would face competition from a growing
list of other Daily Deal providers including Groupon, Living Social,
Travelzoo, and literally hundreds of smaller start-up companies who continue
to emerge in the Daily Deal market. These companies all aim to offer online
"Daily Deals" directly to the consumer. Rather than compete with all of
these companies, the Monster Offers business model is to "aggregate" the
Daily Deals that are offered by these companies into a single website making
it easier and more convenient for the consumer to search and purchase the
deals that they seek.
As a Daily Deal aggregator, Monster Offers does face a growing number of
other companies with a similar aggregation model including Yipit,
thedealmap, 8coupons, and others. Monster Offers plans to leverage its
latest innovations in mobile banking and money sharing technology with
prospective competitors to turn competitors into partners, therefore
reducing any substantial direct competition in the Daily Deal industry.
6
Recent Event
------------
On March 14, 2011, Monster Offers entered into Strategic Alliance and
Licensing Agreement with SSL5, a Nevada corporation. SSL5 has developed
technology services pertaining to a mobile financial services platform,
which provides secure person-to-person mobile money transfer services.
Monster Offers and SSL5 formed a strategic alliance with respect to the
integration, use and commercialization of Monster Offers and SSL5 Existing
Intellectual Property to create new and derivative intellectual property to
introduce to various markets. Monster Offers obtained a license of the
Existing SSL5 Intellectual Property for the exclusive use of the strategic
alliance. As consideration for this license, Monster Offers will issue
3,000,000 of its unregistered restricted shares to SSL5.
Monster Offers plans to establish a new company (NewCo) as a
100% owned subsidiary of Monster Offers, in the State of Nevada, and to
contribute the license of the Existing SSL5 Intellectual Property into
the NewCo for its use and future development of new and derivative
intellectual property. Any new and derivative intellectual property
developed in conjunction with this Strategic Alliance and Licensing
Agreement shall be owned exclusively by NewCo. As further
consideration, Monster Offers agreed to provide SSL5 with a consulting
agreement, stock options, and a seat on the Monster Offers board of
directors to develop ongoing product strategy and development services.
Government Regulation
---------------------
We are subject to federal, state and local laws and regulations affecting our
business. Although the Company plans on obtaining all required federal and
state permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies. New laws and regulations may restrict specific Internet
activities, and existing laws and regulations may be applied to Internet
activities, either of which could increase our costs of doing business over
the Internet and adversely affect the demand for our advertising services.
In the United States, federal and state laws already apply or may be applied
in the future to areas, including children's privacy, copyrights, taxation,
user privacy, search engines, Internet tracking technologies, direct
marketing, data security, pricing, sweepstakes, promotions, intellectual
property ownership and infringement, trade secrets, export of encryption
technology, acceptable content and quality of goods and services.
7
Employees
---------
Monster Offers currently has no direct employees. Under the direction of
Mr. Gain, our sole officer/director who devotes his full time to our
business, Monster Offers utilizes the services of independent contractors as
needed for functions including software development, business development,
marketing, and public relations.
Monster Offers' Funding Requirements
------------------------------------
We do not currently have sufficient capital to fully develop our business
plan. Management anticipates Monster Offers will be required to raise
$500,000 to fully fund and execute its corporate strategies.
On December 29, 2010, the Company entered into a drawdown equity financing
agreement and registration rights agreement with Auctus Private Equity Fund,
LLC ("Auctus"), the selling stockholder. In accordance with the Agreements,
Auctus has committed, subject to certain conditions, to purchase up to $10
million of the Company's common stock over a term of up to two years.
Although the Company is not mandated to sell shares under the Agreements,
the Agreements give the Company the option to sell to Auctus shares of
common stock at a per share purchase price equal to 97% of the lowest
closing bid price during the five trading days following the Company's
delivery of notice to Auctus. At its option, the Company may set a floor
price under which Auctus may not sell the shares which were the subject of
the Notice. The floor shall be 75% of the average closing bid price of the
stock over the preceding ten days prior to the Notice and can be waived at
the discretion of the Company. The maximum amount of Common Stock that the
Company can sell pursuant to any Notice is the greater of: (i) an amount of
shares with an aggregate maximum purchase price of $500,000 or (ii) 200% of
the average daily trading volume based on 20 days preceding the drawdown
notice date.
Auctus is not required to purchase the shares, unless the shares which
are subject to the Notice have been registered for resale and are
freely tradable in accordance with the federal securities, including
the Securities Act of 1933, as amended, laws and except for conditions
outside of Auctus' control.
At the assumed offering price of $0.26 per share, we will be able to
receive up to $1,950,000 in gross proceeds, assuming the sale of the
entire 7,500,000 shares being registered hereunder pursuant to the
Drawdown Equity Financing Agreement. We would be required to register
30,961,538 additional shares to obtain the balance of $10,000,000 under
the Drawdown Equity Financing Agreement at the assumed offering price
of $0.26. Management believes the Company will require $500,000 over
the next six months through this Drawdown Equity Financing Agreement or
other financing arrangements. There is uncertainty as to whether we will
ever receive the full $10 million available under the equity line agreement.
It is unlikely, that we will be required to register more shares, unless
management identifies a major acquisition or opportunity for the Company.
8
The Company is obligated to file with the U.S. Securities and Exchange
Commission, a registration statement on Form S-1, of which
this prospectus forms a part, within 30 days from the date of the
Agreements and to use all commercially reasonable efforts to have such
registration statement declared effective by the SEC within 120 days of
filing. The Company has agreed to pay Auctus an aggregate amount of
$7,500 as an origination fee with respect to the transaction. This is
a non-refundable origination fee equal to Two Thousand Five Hundred
($2,500) Dollars which was paid upon execution of the Drawdown Equity
Financing Facility term sheet and Five Thousand ($5,000) Dollars in
cash which will be taken out of the proceeds of the first Drawdown.
Future funding could result in potentially dilutive issuance of equity
securities, the incurrence of debt and contingent liabilities which
could materially adversely affect the Company's business, results of
operations and financial condition. Without additional funding, it is
most likely that our business initiatives will not succeed, and we shall be
forced to curtail or even cease our operations.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
---------------------------------------------------------------------
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
We will assess the need for any copyright, trademark or patent applications
on an ongoing basis.
Research and Development Activities and Costs
---------------------------------------------
Monster Offers did not incur any research and development costs for the years
ended December 31, 2010 and 2009, and does however, have plans to undertake
research and development activities during the next year of operations.
Compliance With Environmental Laws
----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
9
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
Risks Relating To Our Company
1. WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE HISTORY OF LOSSES SINCE OUR
INCEPTION. IF WE CANNOT REVERSE OUR LOSSES, WE WILL HAVE TO DISCONTINUE
OPERATIONS.
From our inception on February 23, 2007 through December 31, 2010, we have
generated $400,225 in revenues and we have incurred a net loss of $533,605.
As of December 31, 2010, we had $36,531 in cash on hand, $6,352 in accounts
receivable and $51,667 in prepaid expense, for total current
assets of $94,550, total assets of $99,846, total liabilities of $112,530,
an accumulated deficit of $533,605 and a stockholders' deficit of
$12,684. In our auditor's report for fiscal year ended December 31, 2010 &
2009, our auditors expressed substantial doubt as to our ability to continue
as a going concern. We anticipate incurring losses in the foreseeable future.
We do not have an established source of revenue sufficient to cover our
operating costs. Our ability to continue as a going concern is dependent
upon our ability to successfully compete, operate profitably and/or raise
additional capital through other means. If we are unable to reverse our
losses, we will have to discontinue operations.
2. THE LIMITED PUBLIC TRADING MARKET MAY CAUSE VOLATILITY IN OUR STOCK
PRICE.
The quotation of our common stock on the OTCBB does not assure that a
meaningful, consistent and liquid trading market currently exists, and in
recent years such market has experienced extreme price and volume
fluctuations that have particularly affected the market prices of many
smaller companies like us. Our common stock is thus and will be subject to
significant volatility. Sales of substantial amounts of our common stock, or
the perception that such sales might occur, could adversely affect prevailing
market prices of our common stock.
3. SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET PRICE OF
OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING
STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.
We cannot predict the effect, if any, that market sales of shares of our
common stock or the availability of shares of common stock for sale will have
on the market price prevailing from time to time. Sales of shares of our
common stock in the public market covered under an effective registration
statement, or the perception that those sales may occur, could cause the
trading price of our common stock to decrease or to be lower than it might be
in the absence of those sales or perceptions.
10
4. WE DO NOT EXPECT TO GENERATE SIGNIFICANT CASH FLOW FROM OPERATIONS
FOR THE FORESEEABLE FUTURE. WE WILL NEED TO RAISE CAPITAL IN THE FUTURE
BY SELLING MORE COMMON STOCK AND IF WE ARE ABLE TO DO SO, YOUR OWNERSHIP
OF THE COMPANY'S COMMON STOCK MAY BE DILUTED.
Although we have started to generate revenues from customer activities, we do
not expect to generate significant cash flow from operations for the
foreseeable future. Consequently, we will be required to raise additional
capital by selling additional shares of common stock. There can be no
assurance that we will be able to do so but if we are successful in doing
so, your ownership of the Company's common stock may be diluted which might
depress the market price of our common stock.
5. OUR HISTORY OF LOSSES IS EXPECTED TO CONTINUE AND WE WILL NEED TO OBTAIN
ADDITIONAL CAPITAL FINANCING IN THE FUTURE.
We have a history of losses and expect to generate losses until such a time
when we can become profitable in the distribution of our planned products. As
of the date of this filing, we cannot provide an estimate of the amount
of time it will take to become profitable.
We will be required to seek additional financing in the future to respond to
increased expenses or shortfalls in anticipated revenues, accelerate product
development, respond to competitive pressures, develop new or enhanced
products, or take advantage of unanticipated acquisition opportunities. In
order for us to carry out our intended business plan, management believes
that we need to raise approximately $5 million over a three year period.
Management anticipates that the $5 million will go towards regulatory
compliance, product marketing, the development of new software programs and
platforms and the development of our "Daily Deal" technology and programs.
The Company anticipates obtaining the required funding through equity
investment in the company. We cannot be certain we will be able to find
such additional financing on reasonable terms, or at all. If we are unable
to obtain additional financing when needed, we could be required to modify
our business plan in accordance with the extent of available financing made
available to our Company. If we obtain the anticipated amount of financing
through the offering of our equity securities, this will result in
substantial dilution to our existing shareholders, and should be considered
a serious risk of investment.
6. WE EXPECT OUR OPERATING EXPENSES TO INCREASE AND MAY AFFECT PROFIT
MARGINS AND THE MARKET VALUE OF OUR COMMON STOCK.
Upon obtaining additional capital, we expect to significantly increase our
operating expenses to expand our marketing operations, and increase our level
of capital expenditures to further develop and maintain our proprietary
software systems. Such increases in operating expense levels and capital
expenditures may adversely affect operating results and profit margins which
may significantly affect the market value of common stock. There can be no
assurance that we will, one day, achieve profitability or generate sufficient
profits from operations in the future.
11
7. CURRENT ECONOMIC CONDITIONS MAY PREVENT US FROM GENERATING REVENUE.
Generally, consumer purchases of "Daily Day" offers are discretionary
and may be particularly affected by adverse trends in the general economy.
Our ability to generate or sustain revenues is dependent on a number of
factors relating to discretionary consumer spending. These include economic
conditions and consumer perceptions of such conditions by consumers,
employment, the rate of change in employment, the level of consumers'
disposable income and income available for discretionary expenditure,
business conditions, interest rates, consumer debt and asset values,
availability of credit and levels of taxation for the economy as a whole and
in regional and local markets where our Company operates.
The United States is currently recovering from an economic downturn, the
extent and duration of which cannot be currently predicted, and includes
record low levels of consumer confidence due, in part, to job losses. Due to
these factors, consumers are not expected to purchase non-essential goods,
including our products. If the current economic conditions do not improve,
we may not achieve or be able to maintain profitability which may negatively
affect the liquidity and market price of our common stock.
Also due to the economic downturn in the United States, credit and private
financing is becoming difficult to obtain at reasonable rates, if at all.
Until we achieve profitability at sufficient levels, if at all, we will be
required to obtain loans and/or private financings to develop and sustain our
operations. If we are unable to achieve such capital infusions on reasonable
terms, if at all, our operations may be negatively affected.
8. WE MAY NOT BE ABLE TO COMPETE WITH OTHER DAILY DEAL COMPANIES, SOME
OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The Internet industry is dominated by large, well-financed firms. We do not
have the resources to compete with larger providers of these similar services
at this time. With the minimal resources we have available, we may
experience great difficulties in building a customer base. Competition by
existing and future competitors could result in our inability to secure any
new customers. This competition from other entities with greater resources
and reputations may result in our failure to maintain or expand our business
as we may never be able to successfully execute our business plan. Further,
Monster Offers cannot be assured that it will be able to compete successfully
against present or future competitors or that the competitive pressure it may
face will not force it to cease operations.
12
9. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO ENHANCE ITS
PRODUCTS OR SERVICES, OR DEVELOP OTHER PRODUCTS OR SERVICES.
At December 31, 2010, we had $36,531 cash on-hand. Our auditor's have
expressed doubt as to our ability to continue as a going concern. If we
are unable to achieve profitability in the future, recruit sufficient
personnel or raise money in the future, our ability to develop our services
would be adversely affected. Our inability to develop our services or
develop new services, in view of rapidly changing technology, changing
customer demands and competitive pressures, would have a material adverse
affect upon our business, operating results and financial condition.
10. RAPID TECHNOLOGICAL ADVANCES COULD RENDER OUR EXISTING PROPRIETARY
TECHNOLOGIES OBSOLETE.
The Internet and online commerce industries are characterized by rapid
technological change, changing market conditions and customer demands, and
the emergence of new industry standards and practices that could render our
existing Web site and proprietary technology obsolete. Our future success
will substantially depend on our ability to enhance our existing services,
develop new services and proprietary technology and respond to technological
advances in a timely and cost-effective manner. The development of other
proprietary technology entails significant technical and business risk. There
can be no assurance that we will be successful in developing and using new
technologies or adapt our proprietary technology and systems to meet emerging
industry standards and customer requirements. If we are unable, for
technical, legal, financial, or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, or if our
new products and electronic commerce services do not achieve market
acceptance, our business, prospects, results of operations and financial
condition would be materially adversely affected.
13
11. INTERNET COMMERCE SECURITY THREATS COULD POSE A RISK TO OUR ONLINE SALES
AND OVERALL FINANCIAL PERFORMANCE.
A significant barrier to online commerce is the secure transmission of
confidential information over public networks. We and our partners rely on
encryption and authentication technology to provide the security and
authentication necessary to effect secure transmission of confidential
information. There can be no assurance that advances in computer
capabilities; new discoveries in the field of cryptography or other
developments will not result in a compromise or breach of the algorithms used
by us and our partners to protect consumer's transaction data. If any such
compromise of security were to occur, it could have a materially adverse
effect on our business, prospects, financial condition and results of
operations. A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our
operations. We may be required to expend significant capital and other
resources to protect against such security breaches or to alleviate problems
caused by such breaches. Concerns over the security of transactions conducted
on the Internet and the privacy of users may also hinder the growth of online
services generally, especially as a means of conducting commercial
transactions. To the extent that our activities, our partners or third-party
contractors involve the storage and transmission of proprietary information,
such as credit card numbers, security breaches could damage our reputation
and expose us to a risk of loss or litigation and possible liability. There
can be no assurance that our security measures will not prevent security
breaches or that failure to prevent such security breaches will not have a
materially adverse effect on our business, prospects, financial condition and
results of operations.
12. NEW TECHNOLOGIES COULD BLOCK OR FILTER OUR "DAILY DEAL" ADS, WHICH
COULD REDUCE THE EFFECTIVENESS OF OUR SERVICES AND LEAD TO A LOSS OF
CUSTOMERS.
Technologies may be developed that can block the display of our "Daily Deal"
ads. We expect to derive a portion of our revenues from fees paid to us
by advertisers in connection with the display of ads on web pages. Any ad-
blocking technology effective against our ad placements could severely
restrict the number of advertisements that we are able to place before
consumers resulting in a reduction in the attractiveness of our services to
advertisers. If advertisers determine that our services are not providing
substantial value, we may suffer a loss of clients. As a result, ad-blocking
technology could, in the future, substantially decrease the number of ads we
place resulting in a decrease in our revenues.
14
13. RISK OF CAPACITY CONSTRAINTS; RELIANCE ON INTERNALLY DEVELOPED SYSTEMS;
SYSTEM DEVELOPMENT RISKS.
A key element of our strategy is to generate a high volume of traffic on, and
use of, our services across our websites and network infrastructure and
systems. Accordingly, the satisfactory performance, reliability and
availability of our software systems, transaction-processing systems and
network infrastructure are critical to our reputation and our ability to
attract and retain customers, as well as maintain adequate customer service
levels. Our revenues depend on the number of visitors to our site, number of
people who sign up for our services, and the on-going usage of our products.
Any systems interruptions that result in the unavailability of our software
systems or network infrastructure, or reduced order placements would reduce
the volume of sign ups and the attractiveness of our product and service
offerings. We may experience periodic systems interruptions from time to
time. Any substantial increase in the volume of traffic on our software
systems or network infrastructure will require us to expand and upgrade
further our technology, transaction-processing systems and network
infrastructure. There can be no assurance that we will be able to accurately
project the rate or timing of increases, if any, in the use of our Web site
or timely expand and upgrade our systems and infrastructure to accommodate
such increases. We will use a combination of industry supplied software and
internally developed software and systems for our search engine,
distribution network, and substantially all aspects of transaction
processing, including order management, cash and credit card processing,
and accounting and financial systems. Any substantial disruptions or delays
in any of our systems would have a materially adverse effect on our
business, prospects, financial condition and results of operations.
14. STORAGE OF PERSONAL INFORMATION ABOUT OUR CUSTOMERS COULD POSE A
SECURITY THREAT.
Our policy is not to willfully disclose any individually identifiable
information about any user to a third party without the user's consent.
Despite this policy, however, if third persons were able to penetrate our
network security or otherwise misappropriate our users' personal information
or credit card information, we could be subject to liability. These could
include claims for unauthorized purchases with credit card information,
impersonation or other similar fraud claims. They could also include claims
for other misuses of personal information, such as for unauthorized marketing
purposes. These claims could result in litigation. In addition, the Federal
Trade Commission and other states have been investigating certain Internet
companies regarding their use of personal information. We could incur
additional expenses if new regulations regarding the use of personal
information are introduced or if they chose to investigate our privacy
practices.
15
15. WE HAVE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE TO CONTINUE OFFERING
OUR "DAILY DEAL" ADVERTISING PARTNERS COMPETITIVE SERVICES OR WE MAY LOSE
CLIENTS AND BE UNABLE TO COMPETE.
Our future success will depend on our ability to continue delivering our
"Daily Deal" advertising partners competitive results-based Internet
marketing services. In order to do so, we will need to adapt to rapidly
changing technologies, to adapt our services to evolving industry standards
and to improve the performance of our services. Our failure to adapt to such
changes would likely lead to a loss of clients or a substantial reduction in
the fees we would be able to charge versus competitors who have more rapidly
adopted improved technology. Any loss of clients or reduction of fees would
adversely impact our revenue. In addition, the widespread adoption of new
Internet technologies or other technological changes could require
substantial expenditures by us to modify or adapt our services or
infrastructure. If we are unable to pass all or part of these costs on to
our clients, our margins and, therefore, profitability will be reduced.
16. WE MAY NOT BE ABLE TO FIND SUITABLE EMPLOYEES.
The Company currently relies heavily upon the services and expertise of Paul
Gain, our sole officer and director. In order to implement the aggressive
business plan of the Company, management recognizes that additional
programmers, graphic artists and clerical staff will be required.
No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.
17. THERE EXISTS UNCERTAINTY WITH REGARDS TO OUR ABILITY TO PROTECT OUR
INTELLECTUAL PROPERTY.
Our prospects for success may depend, in part, on our ability to obtain
commercially valuable patents, trademarks and copyrights to protect our
intellectual property, specifically our software programs. The degree of
future protection for our technologies or potential products is uncertain.
There are numerous costs, risks and uncertainties that the Company faces with
respect to obtaining and maintaining patents and other proprietary rights.
The Company may not be able to obtain meaningful patent protection for its
future developments. To date, the Company does not have any pending patent or
trademark applications with the U.S. Patent and Trademark Office or any
agency with regard to the above-referenced intellectual property assets.
16
In connection with the trademarks, there can be no assurance that such
trademarks will provide the Company with significant competitive advantages,
or that challenges will not be instituted against the validity or
enforceability of any trademarks sublicensed to the Company or, if
instituted, that such challenges will not be successful. To date, there have
been no interruptions in our business as the result of any claim of
infringement. However, no assurance can be given that the Company will not
be adversely affected by the assertion of intellectual property rights
belonging to others. The cost of litigation to uphold the validity of a
trademark and prevent infringement can be very substantial and may prove to
be beyond our financial means even if the Company could otherwise prevail in
such litigation. Furthermore, there can be no assurance that others will not
independently develop similar designs or technologies, duplicate our designs
and technologies or design around aspects of our technology, or that the
designs and technologies will not be found to infringe on the patents,
trademarks or other rights owned by third parties. The effects of any such
assertions could include requiring the Company to alter existing trademarks
or products, withdraw existing products, including the products delaying or
preventing the introduction of products or forcing the Company to pay damages
if the products have been introduced.
18. INTELLECTUAL PROPERTY LITIGATION MAY BE NECESSARY AND AN UNFAVORABLE
OUTCOME COULD HURT THE COMPANY.
We may become party to patent litigation or proceedings at the U.S. Patent
and Trademark Office or at a foreign patent office to determine whether it
can market its future products without infringing patent rights of others.
Interference proceedings in the U.S. Patent Office or opposition proceedings
in a foreign patent office may be necessary to establish which party was the
first to design such intellectual property. The cost of any patent
litigation or similar proceeding could be substantial and may absorb
significant management time and effort. If an infringement suit against us is
resolved unfavorably, we may be enjoined from manufacturing or selling
certain of its products or services without a license from an adverse third
party. We may not be able to obtain such a license on commercially acceptable
terms, or at all.
17
19. WE MAY BE LIABLE FOR CONTENT IN THE ADVERTISEMENTS WE DELIVER FOR OUR
CLIENTS RESULTING IN UNANTICIPATED LEGAL COSTS.
We may be liable to third parties for content in the advertising we deliver
if the artwork, text or other content involved violates copyrights,
trademarks or other third-party intellectual property rights or if the
content is defamatory. Although substantially all of our contracts include
both warranties from our advertisers that they have the right to use and
license any copyrights, trademarks or other intellectual property included
in an advertisement and indemnities from our advertisers in the event of a
breach of such warranties, a third party may still file a claim against us.
Any claims by third parties against us could be time-consuming, could result
in costly litigation and adverse judgments. Such expenses would increase
our costs of doing business and reduce our net income per share. In
addition, we may find it necessary to limit our exposure to such risks by
accepting fewer or more restricted advertisements leading to loss of revenue.
20. BECAUSE SOME OF OUR SERVICES GENERALLY CAN BE CANCELLED
BY THE CLIENT WITH LITTLE OR NO NOTICE OR PENALTY, THE TERMINATION OF ONE OR
MORE PROGRAM COULD RESULT IN AN IMMEDIATE DECLINE IN OUR REVENUES.
We expect to derive the majority of our revenues from "Daily Deal",
marketing services. These services are provided to advertise clients
services on a short-term basis. They may be canceled upon thirty (30) days
or less notice. In addition, these arrangements to advertise for clients
generally do not contain penalty provisions for early cancellation. The
short term advertising agreements in general reflect the limited time lines,
budgets and customer acquisition goals of specific advertising campaigns and
are consistent with industry practice. The non-renewal, re-negotiation,
cancellation or deferral of large contracts or a number of contracts that in
the aggregate account for a significant amount of revenues, could cause an
immediate and significant decline in our revenues and harm our business.
21. IF WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND
DIFFICULTY ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED
COMPANIES, WHICH COULD THREATEN OUR FUTURE GROWTH.
If we make any acquisitions, we could have difficulty assimilating the
operations, technologies and products acquired or integrating or retaining
personnel of acquired companies. In addition, acquisitions may involve
entering markets in which we have no or limited direct prior experience. The
occurrence of any one or more of these factors could disrupt our ongoing
business, distract our management and employees and increase our expenses.
In addition, pursuing acquisition opportunities could divert our management's
attention from our ongoing business operations and result in decreased
operating performance. Moreover, our profitability may suffer because of
acquisition-related costs or amortization of acquired goodwill and other
intangible assets. Furthermore, we may have to incur debt or issue equity
securities in future acquisitions. The issuance of equity securities would
dilute our existing stockholders.
18
22. BECAUSE WE ARE NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE
ADOPTION OF CERTAIN CORPORATE GOVERNANCE MEASURES, OUR STOCKHOLDERS HAVE
LIMITED PROTECTION AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF
INTEREST AND SIMILAR MATTERS.
We do not currently have independent audit or compensation committees. As a
result, our director(s) have the ability, among other things, to determine
their own level of compensation. Until we comply with such corporate
governance measures, regardless of whether such compliance is required, the
absence of such standards of corporate governance may leave our stockholders
without protections against interested director transactions, conflicts of
interest, if any, and similar matters and investors may be reluctant to
provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to
director independence as and when required. However, we may find it very
difficult or be unable to attract and retain qualified officers, directors
and members of board committees required to provide for our effective
management as a result of Sarbanes-Oxley Act of 2002. The enactment of the
Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations
by the SEC that increase responsibilities and liabilities of directors and
executive officers. The perceived increased personal risk associated with
these recent changes may make it more costly or deter qualified individuals
from accepting these roles.
23. COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE, AND OUR MANAGEMENT'S INEXPERIENCE WITH SUCH REGULATIONS WILL
RESULT IN ADDITIONAL EXPENSES AND CREATES A RISK OF NON-COMPLIANCE.
Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC
regulations, have created uncertainty for public companies and significantly
increased the costs and risks associated with accessing the public markets
and public reporting. Our management team will need to invest significant
management time and financial resources to comply with both existing and
evolving standards for public companies, which will lead to increased general
and administrative expenses and a diversion of management time and attention
from revenue generating activities to compliance activities. Management's
inexperience may cause us to fall out of compliance with applicable
regulatory requirements, which could lead to enforcement action against us
and a negative impact on our stock price.
19
Additional Risks Relating to Our Common Stock
24. THE MARKET PRICE FOR OUR STOCK MAY BE VOLATILE.
The market price for our stock may be volatile and subject to wide
fluctuations in response to factors including the following:
o liquidity of the market for the shares;
o actual or anticipated fluctuations in our quarterly operating results;
o changes in financial estimates by securities research analysts;
o conditions in the markets in which we compete;
o changes in the economic performance or market valuations of other
"Daily Deal" companies;
o announcements by us or our competitors of new products, acquisitions,
strategic partnerships, joint ventures or capital commitments;
o addition or departure of key personnel;
o intellectual property litigation;
o our dividend policy; and
o general economic conditions.
In addition, the securities market has from time to time experienced
significant price and volume fluctuations that are not related to the
operating performance of particular companies. These market fluctuations may
also materially and adversely affect the market price of our stock.
25. SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET PRICE OF
OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING
STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.
We cannot predict the effect, if any, that market sales of shares of our
common stock or the availability of shares of common stock for sale will have
on the market price prevailing from time to time. Sales of shares of our
common stock in the public market covered under an effective registration
statement, or the perception that those sales may occur, could cause the
trading price of our common stock to decrease or to be lower than it might be
in the absence of those sales or perceptions.
20
26. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock and no preferred shares. The future issuance of common stock
may result in substantial dilution in the percentage of our common stock held
by our then existing shareholders. We may value any common stock issued in
the future on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.
27. OUR COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK," AND THEREBY BE
SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE
DIFFICULT TO SELL.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require:
(a) that a broker or dealer approve a person's account for transactions
in penny stocks; and
(b) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
21
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
28. WE DO NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE AND,
AS A RESULT, OUR INVESTORS' SOLE SOURCE OF GAIN, IF ANY, WILL DEPEND ON
CAPITAL APPRECIATION, IF ANY.
We have never paid cash dividends on our common stock and we do not plan to
declare or pay any cash dividends on our shares of common stock in the
foreseeable future and currently intend to retain any future earnings for
funding growth. As a result, investors should not rely on an investment in
our securities if they require the investment to produce dividend income.
Capital appreciation, if any, of our shares may be investors' sole source of
gain for the foreseeable future. Moreover, investors may not be able to
resell their shares of the Company at or above the price they paid for them.
29. UNLESS AN ACTIVE TRADING MARKET DEVELOPS FOR OUR SECURITIES, YOU MAY NOT
BE ABLE TO SELL YOUR SHARES.
Although, we are a reporting company and our common shares are quoted on the
OTC Bulletin Board (owned and operated by the Nasdaq Stock Market, Inc.) and
on the OTC MARKETS Exchange under the symbol "MONT", the trading market for
our common stock can vary significantly from day-to-day, and a more active
trading market may never develop or, if it does develop, may not be
maintained. Failure to develop or maintain an active trading market will
have a generally negative effect on the price of our common stock, and you
may be unable to sell your common stock or any attempted sale of such common
stock may have the effect of lowering the market price and therefore your
investment could be a partial or complete loss.
22
30. SINCE OUR COMMON STOCK IS THINLY TRADED IT IS MORE SUSCEPTIBLE TO
EXTREME RISES OR DECLINES IN PRICE, AND YOU MAY NOT BE ABLE TO SELL YOUR
SHARES AT OR ABOVE THE PRICE PAID.
Since our common stock is thinly traded its trading price is likely to be
highly volatile and could be subject to extreme fluctuations in response to
various factors, many of which are beyond our control, including:
o the trading volume of our shares;
o the number of securities analysts, market-makers and brokers following
our common stock;
o changes in, or failure to achieve, financial estimates by securities
analysts;
o new products or services introduced or announced by us or our
competitors;
o actual or anticipated variations in quarterly operating results;
o conditions or trends in our business industries;
o announcements by us of significant contracts, acquisitions, strategic
partnerships, joint ventures of capital commitments;
o additions or departures of key personnel;
o sales of our common stock; and
o general stock market price and volume fluctuations of publicly-traded
and particularly microcap, companies.
You may have difficulty reselling shares of our common stock, either at or
above the price you paid, or even at fair market value. The stock markets
often experience significant price and volume changes that are not related to
the operating performance of individual companies, and because our common
stock is thinly traded it is particularly susceptible to such changes. These
broad market changes may cause the market price of our common stock to
decline regardless of how well we perform as a company. In addition,
securities class action litigation has often been initiated following periods
of volatility in the market price of a company's securities. A securities
class action suit against us could result in substantial legal fees,
potential liabilities and the diversion of management's attention and
resources from our business. Moreover, and as noted below, our shares are
currently traded on the OTC Bulletin Board and, further, are subject to the
penny stock regulations. Price fluctuations in such shares are particularly
volatile and subject to manipulation by market-makers, short-sellers and
option traders.
23
31. TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED
THEREBY MAKING IT MORE DIFFICULT FOR YOU TO RESELL ANY SHARES YOU MAY OWN.
Our common stock is quoted on the OTC Bulletin Board (owned and operated by
the Nasdaq Stock Market, Inc.). The OTC Bulletin Board is not an exchange
and, because trading of securities on the OTC Bulletin Board is often more
sporadic than the trading of securities listed on a national exchange or on
the Nasdaq National Market, you may have difficulty reselling any of the
shares of our common stock that you may own.
24
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our offices are currently located at 4056 Valle Del Sol, Bonsall, CA
92003. Our telephone number is (760) 208-4905. Management believes that
its current facilities are adequate for its needs through the next twelve
months, and that, should it be needed, suitable additional space will be
available to accommodate expansion of the Company's operations on
commercially reasonable terms, although there can be no assurance in this
regard. Our office space is provided to us at no charge by our sole
officer, who will not seek reimbursement.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
25
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Monster Offers Common Stock, $0.001 par value, is traded on the OTC-Bulletin
Board under the symbol: MONT. The stock was first cleared for quotation
on the OTCBB on October 23, 2008. The following table sets forth the high
and low intra-day prices per share of our common stock for the periods
indicated, which information was provided by the OTCBB. The quotations set
forth below reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not represent actual transactions.
High* Low*
---- ----
Fourth Quarter Ended December 31, 2010 $ .97 $0.29
Third Quarter Ended September 30, 2010 $0.56 $0.56
Second Quarter Ended June 30, 2010 $0.70 $0.46
First Quarter Ended March 31, 2010 $0.46 $0.40
*Stock Price adjusted for 3:2 dividend paid on December 2, 2010.
(b) Holders of Common Stock
As of December 31, 2010, there were approximately 2,120 holders of record of
our Common Stock and 60,288,707 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future prospects
and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
(e) Recent Sales of Unregistered Securities
On August 30, 2010, the Company authorized the issuance of 12,000,000 shares
of restricted common stock, as per an Asset Exchange Agreement whereby an
officer/director of the Company is to receive these shares of restricted
common stock in exchange for cash of $8,000 and a computer software
program with no assigned value, called the Social Network Action Platform
(SNAP). This software program was essential in order to launch the
Company's website, www.monsteroffers.com.
26
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 825,000 shares of its
unregistered common stock to Messrs. Stephen Hall (225,000 shares), Scott
Wilcox (300,000 shares) and Paul West (300,000 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).
On November 18, 2010, Monster Offers (the "Company') issued 187,500
unregistered restricted shares to Emerging Growth Research, LLC in accordance
with the terms of the Investor and Public Relations Agreement, dated November
10, 2010, entered into between us and Emerging Growth Research, LLC. We
believe that the issuance is exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended.
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. Emerging Growth Research,
LLC was provided access to all material information, which they requested and
all information necessary to verify such information and was afforded access
to our management in connection with this transaction. Emerging Growth
Research, LLC acquired these securities for investment and not with a view
toward distribution. The shares of common stock issued will contain a legend
restricting transferability absent registration or applicable exemption.
On January 21, 2011 Monster Offers (the "Company') entered into an agreement
with Equititrend Advisors, LLC, 11995 El Camino Real, Suite 301, San Diego,
CA to provide and render public relations and communications services to the
Company. The Company will issue four hundred thousand (400,000) unregistered
restricted shares to Equititrend Advisors, LLC in accordance with the terms
of the agreement, dated January 21, 2011. We believe that the issuance is
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended.
27
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. Equititrend Advisors, LLC
was provided access to all material information, which they requested and all
information necessary to verify such information and was afforded access to
our management in connection with this transaction. Equititrend Advisors,
LLC acquired these securities for investment and not with a view toward
distribution. The shares of common stock issued will contain a legend
restricting transferability absent registration or applicable exemption.
(f) Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
December 31, 2010 or 2009.
On November 19, 2010, Monster Offers 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 12,000,000 of his
15,000,000 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.
28
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
Monster Offers is a social media commerce for businesses.
Results of Operations for the year ended December 31, 2010
----------------------------------------------------------
During the twelve month period ended December 31, 2010, the Company generated
$82,803 in revenues versus revenues of $267,909 for the same period last
year.
During the year ending December 31, 2010, the Company had a net loss of
$494,195 or $(0.01) per share versus a net income of $8,741 for the same
period last year. Expenses represented general and administrative expenses,
accounting, legal and professional fees, consulting services and general
operational expenses.
Since the Company's inception, on February 23, 2007, the Company experienced
a net loss of $(533,605). Management plans to cover the Company's expenses
for the next twelve months, if the Company needs funding to cover its
expenses.
As of December 31, 2010, our cash on hand was $36,531 and account receivable
of $6,352, compared to $18,190 and $2,235 respectively as of our fiscal year
end of December 31, 2009.
As of December 31, 2010, our total assets were $99,846, compared to $20,425
as of December 31, 2009. This increase was primarily due to prepaid
associated with stock compensation.
As of December 31, 2010, our total current liabilities were $112,530 as
compared to $1,350 as of December 31, 2009. This increase was due to two
convertible notes totaling $88,000.
Total Stockholders' Deficit. Our stockholders' equity deficit was $(12,684)
as of December 31, 2010 compared stockholders' equity of $19,075 as of
December 31, 2009.
29
Year Ending December 31, 2010 Compared to Year Ending December 31, 2009.
Revenues. We generated $82,803 in revenues for the year ended
December 31, 2010 as compared to $267,909 for the same period last year.
For the year ended December 31, 2010 and 2009, the Company received $9,352
and $267,909, respectively, from customers in which one of the Company's
shareholders had ownership or was an affiliate, for work performed by
subcontractors who are also related parties. Thus, commissions from
related parties represent most of the Company's revenue. Management does
not expect to receive any significant related party revenues through the end
of its fiscal year. Additionally, the drop of revenues was accounted by
management's decision to shift its business focus from affiliate marketing to
building a social media commerce division.
Net Loss. We had a net loss of $494,195 or $(0.01) per share for the year
ended December 31, 2010 compared to net income of $8,741 for the year ended
December 31, 2009. This increase in net loss was primarily due to $410,618
in consulting services, whereby we issued shares of our unregistered
restricted common stock to three consultants.
Operating expenses. Our operating expenses consisted of general and
administrative expenses of $102,435 and $4,870 in advertising for the year
ending December 31, 2010, as compared to $8,100 in general and
administrative expenses and no advertising fees for the same period last
year. The increased general and administrative expenses represented the
additional expenses as the Company shifted its focus from affiliate
marketing to social media commerce. Total expenses for the year ending
December 31, 2010 were $575,167 versus $14,950 for the same period last year.
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of December 31, 2010 reflects cash assets of $36,531 and
$112,530 in current liabilities. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital necessary to
operate to date.
On February 23, 2007, a shareholder contributed capital of $400 for
incorporating fees.
On December 11, 2007, the Company issued 16,875,000 shares of its common
stock to its founder for $11,250 in cash. The Founder then transferred these
shares to an outside party for the same price on December 31, 2007.
On December 15, 2007, a shareholder contributed capital of $585 for
registration fees.
The Company was a subsidiary of Tropical PC, Inc. On December 31, 2007, the
record shareholders of Tropical PC, Inc. received a spin off dividend of one
(1) common share, par value $0.001, of Monster Offers common stock for every
share of Tropical PC, Inc. common stock owned for a total 1,215,000 (post-
split) common shares issued. Of these 1,215,000 shares, 900,000 were
returned and cancelled to the Company.
30
On December 31, 2007, the Company issued 11,250,000 shares of its common
stock pursuant to a Regulation D 506 offering for $33,750 in cash.
On December 21, 2009, the Company authorized the sale of 20,250,000
unregistered restricted common shares in exchange for $13,500. $12,500 was
received in December 2009, with a subscription receivable of $1,000 paid in
January 2010.
In August 2010, the Company reached a mutually agreeable understanding with a
non-affiliated shareholder to cancel 1,500,000 (post-split) 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 1,500,000 unregistered common shares will be canceled and returned
to the Company.
On August 30, 2010, the Company authorized the issuance of 12,000,000 shares
of restricted common stock, as per an Asset Exchange Agreement whereby an
officer/director of the Company is to receive these shares of restricted
common stock in exchange for cash of $8,000 and a computer software program
with no assigned value, called the Social Network Action Platform (SNAP).
This software program was essential in order to launch the Company's website,
www.monsteroffers.com.
On September 1, 2010, the Company authorized the issuance of 825,000
unregistered restricted common shares to three shareholders in exchange for
entering into consulting agreements and cash of $550. The services of these
consultants was necessary for the launch of the Company's website by
integrating the recently acquired software into the site. A total fair value
of $351,550 was placed by expensing the normal hourly rate charged by these
consultants for the services rendered during the quarter. A total of $150 was
received from one consultant and has been reduced from total consulting
expense. A total of $400 has been recorded as common stock receivable as of
December 31, 2010.
On November 3, 2010, the Company issued 86,207 shares of its common stock as
part of an S-8 registration with the SEC for legal and administrative
services. These shares were issued for services, and expensed at the market
stock price of $0.57 per share, for a total expense of $32,948.
On November 18, 2010, Monster Offers issued 187,500 unregistered restricted
shares in exchange for Investor and Public Relations services as part of a
service agreement dated November 10, 2010. The shares were issued at a market
value of $0.63 per share for a total consulting expense of $78,338.
31
On November 18, 2010, the Company's Board of Directors approved a one-half-
for-one (0.5:1) common stock dividend (the "dividend"), of the Company's
issued and outstanding common stock, par value $0.001, with a record date of
December 1, 2010 and a payment date of December 2, 2010. Each shareholder
received a dividend of one (1) common share for every two (2) shares owned on
the record date. As of the date the dividend was declared, there were
40,192,470 shares issued and outstanding. After the dividend, 60,288,707
shares were issued and outstanding. All shares contained herein are
calculated post-split.
On November 18, 2010, the Company received 12,000,000 shares of its common
stock in exchange for its "Lead Generation Business Segment" in a transaction
with the Company's former officer, Scott J. Gerardi. These shares have no
value and been returned to treasury stock as of December 31, 2010.
As of December 31, 2010 and December 31, 2009, the Company has 60,288,707 and
48,690,000 shares of its common stock issued and outstanding, respectively.
On November 5, 2010, Monster Offers completed a Securities Purchase Agreement
with Asher Enterprises, Inc., for the sale of an 8% convertible note in the
principal amount of $53,000. The Note bears interest at the rate of 8% per
annum. All interest and principal must be repaid by the maturity date of
July 18, 2011. The Note is convertible into common stock, at Asher's option,
at a 36% discount to the average of the three lowest closing bid prices of
the common stock during the 10 trading day period prior to conversion. This
Note may not be prepaid in whole or in part.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. Management believes it needs
to raise $500,000 to fully implement its business plan. Management believes
it can begin to partially implement its Daily Deal business plan with its
limited funds and resources. The Company entered into a drawdown equity
financing agreement and registration rights agreement with Auctus Private
Equity Fund, LLC, the selling stockholder. In accordance with the
Agreements, Auctus has committed, subject to certain conditions, to purchase
up to $10 million of the Company's common stock over a term of up to two
years. Although the Company is not mandated to sell shares under the
Agreements, the Agreements give the Company the option to sell to Auctus
shares of common stock at a per share purchase price equal to 97% of the
lowest closing bid price during the five trading days following the Company's
delivery of notice to Auctus. At its option, the Company may set a floor
price under which Auctus may not sell the shares which were the subject of
the Notice. The floor shall be 75% of the average closing bid price of the
stock over the preceding ten days prior to the Notice and can be waived at
the discretion of the Company. The maximum amount of Common Stock that the
Company can sell pursuant to any Notice is the greater of: (i) an amount of
shares with an aggregate maximum purchase price of $500,000 or (ii) 200% of
the average daily trading volume based on 20 days preceding the drawdown
notice date. See Financial Footnote 3.
32
Future Financing
----------------
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuance of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
We do not anticipate performing any product research and development under
our current plan of operation.
Expected purchase or sale of property and significant equipment
---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of December 31, 2010, we did not have any employees. We are dependent
upon our sole officer and director for our future business development. As
our operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
33
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: In accordance with ASC 605 and SEC Staff Accounting
Bulletin 104, fee revenue is recognized in the period that the Company's
advertiser customer generates a sale or other agreed-upon action on the
Company's affiliate marketing networks or as a result of the Company's
services, provided that no significant Company obligations remain, collection
of the resulting receivable is reasonably assured, and the fees are fixed or
determinable. All transactional services revenues are recognized on a gross
basis in accordance with the provisions of ASC Subtopic 605-45, due to the
fact that the Company is the primary obligor, and bears all credit risk to
its customer, and publisher expenses that are directly related to a revenue-
generating event are recorded as a component of commission paid-related
party.
New Accounting Standards
------------------------
In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition -
Milestone Method (Topic 605): Milestone Method of Revenue Recognition"
(codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides
guidance on defining a milestone and determining when it may be
appropriate to apply the milestone method of revenue recognition for
research or development transactions. ASU 2010-17 is effective for
interim and annual periods beginning after June 15, 2010. The adoption
of ASU 2010-17 is not expected to have any material impact on our
financial position, results of operations or cash flows.
34
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financials F-6
35
De Joya Griffith & Company, LLC
------------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To The Board of Directors and Stockholders
Monster Offers
We have audited the accompanying balance sheets of Monster Offers (A
Development Stage Company) as of December 31, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years then ended and from inception (February 23, 2007) to December 31,
2010. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Monster Offers (A
Development Stage Company) as of December 31, 2010 and 2009, and the results
of their operations and cash flows for the years then ended and from
inception (February 23, 2007) to December 31, 2010 in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
April 14, 2011
2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 563-1600 o Facsimile (702) 920-8049
F-1
Monster Offers
(A Development Stage Company)
Balance Sheets
December 31, December 31,
2010 2009
(Audited) (Audited)
------------- -------------
ASSETS
Current assets
Cash & cash equivalents $ 36,531 $ 18,190
Accounts receivable 6,352 2,235
Prepaid stock compensation 51,667 -
------------- -------------
Total current assets 94,550 20,425
Unamortized financing fees 5,296 -
------------- -------------
TOTAL ASSETS $ 99,846 $ 20,425
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable & accrued interest $ 10,800 $ 1,350
Accrued liabilities 1,831 -
Convertible notes payable, net of
unamortized discount of $44,363 99,899 -
------------- -------------
Total current liabilities 112,530 1,350
------------- -------------
Total liabilities 112,530 1,350
Stockholders' equity (deficit)
Common stock, $0.001 par value, 75,000,000
shares authorized, 60,288,706 and
48,690,000 shares issued and outstanding
as of 12/31/10 and 12/31/09, respectively 60,289 48,690
Additional paid-in capital 469,032 10,795
Treasury stock 12,000,000 and 0
as of 12/31/10 and 12/31/09, respectively - -
Common stock receivable (8,400) (1,000)
Accumulated deficit during development
stage (533,605) (39,410)
------------- -------------
Total stockholders' equity (deficit) (12,684) 19,075
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 99,846 $ 20,425
============= =============
The accompanying notes are an integral part of these financial statements.
F-2
Monster Offers
(A Development Stage Company)
Statements of Operations
Inception
For the years ended (February 23, 2007)
December 31, to December 31,
---------------------------- -------------
2010 2009 2010
------------- ------------- -------------
REVENUES
Commission revenue $ 250 $ - $ 777
Commission revenue -
related party 9,352 267,909 326,247
Services 73,201 - 73,201
------------- ------------- -------------
Total revenues 82,803 267,909 400,225
Cost of goods
Commission paid-
related party - 249,828 249,828
------------- ------------- -------------
Total cost of goods - 249,828 249,828
------------- ------------- -------------
Gross profit 82,803 18,081 150,397
EXPENSES
Advertising 4,870 - 25,778
Financing fees 11,899 - 11,899
Audit fees 3,750 6,250 19,000
Expenses of spinoff - - 5,610
General & administrative 102,435 8,100 168,268
Professional fees 14,595 600 20,608
Officer compensation 27,000 - 60,000
Consulting services 410,618 - 410,618
------------- ------------- -------------
Total operating expenses 575,167 14,950 721,781
Other expenses
Interest expense (1,831) - (1,831)
Debt forgiveness - 5,610 5,610
Refund of expense - - 34,000
------------- ------------- -------------
Total other expenses (1,831) 5,610 37,779
------------- ------------- -------------
Net income (loss) $ (494,195) $ 8,741 $ (533,605)
============= ============= =============
Net loss per share - basic
and diluted (0.01) 0.00
Weighted average number of common
shares outstanding - basic and
diluted 49,211,593 19,330,879
The accompanying notes are an integral part of these financial statements.
F-3
Monster Offers
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional Common During Stockholders'
Common Stock Paid-in Stock Treasury Stock Development Equity
Shares Amount Capital Receivable Shares Amount Stage (Deficit)
------------ --------- -------- ---------- ------------ --------- ---------- ----------
Contributed
capital,
February
2007 - $ - $ 400 $ - - $ - $ - $ 400
Founders'
shares issued
for services
December
2007 16,875,000 16,875 (5,625) - - - - 11,250
Contributed
capital - - 585 - - - - 585
Tropical PC
Spin off
shares 1,215,000 1,215 (1,215) - - - - -
Shares
returned
to
Company (900,000) (900) 900 - - - - -
Shares issued
pursuant
to
offering 11,250,000 11,250 22,500 - - - - 33,750
Net loss - - - - - - (6,595) (6,595)
------------ --------- -------- ---------- ------------ --------- ---------- ----------
Balance,
December 31,
2007 28,440,000 28,440 17,545 - - - (6,595) 39,390
Net loss - - - - - - (41,556) (41,556)
------------ --------- -------- ---------- ------------ --------- ---------- ----------
Balance,
December 31,
2008 28,440,000 28,440 17,545 - - - (48,151) (2,166)
Private
placement,
December
2009 20,250,000 20,250 (6,750) (1,000) - - - 12,500
Net income - - - - - - 8,741 8,741
------------ --------- -------- ---------- ------------ --------- ---------- ----------
Balance,
December 31,
2009 48,690,000 48,690 10,795 (1,000) - - (39,410) 19,075
Cancellation
of unearned
shares (1,500,000) (1,500) 500 1,000 - - - -
Shares issued
for cash 12,000,000 12,000 (4,000) (8,000) - - - -
Shares issued
for consulting
services 825,000 825 350,725 (400) - - - 351,150
Shares issued
for services 86,207 86 32,862 - - - - 32,948
Shares issued
for
consulting
services 187,500 188 78,150 - - - - 78,338
Shares returned
to Company in
exchange for
business
segment (12,000,000) - - -
Net loss - - - - - - (494,195) (494,195)
------------ --------- -------- ---------- ------------ --------- ---------- ----------
Balance,
December 31,
2010 60,288,707 $ 60,289 $469,032 $ (8,400) (12,000,000) $ - $(533,605) $ (12,684)
The accompanying notes are an integral part of these financial statements.
F-4
Monster Offers
(A Development Stage Company)
Statements of Cash Flows
Inception
For the years ended (February 23, 2007)
December 31, to December 31,
---------------------------- -------------
2010 2009 2010
------------- ------------- -------------
OPERATING ACTIVITIES
Net income (loss) $ (494,195) $ 8,741 $ (533,605)
Adjustments to reconcile net income
(loss) to net cash used by
operating activities:
Financing fees 11,899 - 11,899
Common shares issued for
services 462,436 - 462,436
Changes in operating assets
and liabilities:
Decrease (increase) in
accounts receivable (4,117) (2,235) (6,352)
(Increase) in unamortized
Financing fees (5,296) - (5,296)
(Increase) in prepaid
Stock compensation (51,667) - (51,667)
Increase (decrease) in
accounts payable 9,450 (7,285) 10,800
Increase in accrued liabilities 1,831 - 1,831
------------- ------------- -------------
Net cash used by operating
activities (69,659) (779) (109,954)
FINANCING ACTIVITIES
Proceeds from convertible notes
payable 88,000 - 88,000
Proceeds from
issuance of common stock - 12,500 57,500
Contributed capital - - 985
------------- ------------- -------------
Net cash provided by financing
activities 88,000 12,500 146,485
------------- ------------- -------------
NET CHANGE IN CASH 18,341 11,721 36,531
------------- ------------- -------------
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 18,190 6,469 -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 36,531 $ 18,190 $ 36,531
============= ============= =============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash investing
and financing activities:
Stock receivable $ 8,000 $ - $ -
The accompanying notes are an integral part of these financial statements.
F-5
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Organization
-------------
Monster Offers (a development stage company) (the "Company") was incorporated
under the laws of the State of Nevada, as Tropical PC Acquisition Corporation
on February 23, 2007 ("Inception"). The Company is a popular daily deal
aggregator, collecting daily deals from multiple sites in local communities
across the U.S. and Canada. Focused on providing innovation and utility for
Daily Deal consumers and providers, the company collects and publishes
thousands of daily deals and allows consumers to organize these deals by
geography or product categories, or to personalize the results using keyword
search.
The Company earns fees via marketing services including the online promotion
of its affiliate partners daily deals through its website, selling of
industry data and analysis reports, and executing internet and social
marketing campaigns for customers.
The Company was incorporated as a wholly-owned subsidiary of Tropical PC,
Inc., a Nevada corporation. Tropical PC was incorporated September 22, 2004,
and, at the time of spin-off was not listed on any exchange. On December 11,
2007, Tropical PC, Inc. amended its Articles of Incorporation to change its
subsidiary's name to Monster Offers.
The directors of Tropical PC approved a spin off of its subsidiary in the
form of a stock dividend as of December 31, 2007 (the "Record Date"). The
record shareholders of Tropical PC received one (1) unregistered common
share, par value $0.001, of Monster Offers Corporation common stock for every
share of Tropical PC common stock owned. The Tropical PC Corporation stock
dividend was based on 810,000 shares of Tropical PC common stock that were
issued and outstanding as of the record date.
Tropical PC spun off its wholly owned Monster Offers subsidiary in exchange
for $5,000. The spin-off transaction was accomplished by the exchange of
$5,000 for a subsidiary which included the same shareholder base as Tropical
PC. It did not include the transfer of any hard assets or liabilities. This
spin off was valued at par value since the company held no assets, was
uncertain as to future benefit, the stock was not trading, and the company
had not even received a stock symbol.
Tropical PC retained no ownership in Monster Offers following the spinoff.
Monster Offers is no longer a subsidiary of Tropical PC, Inc.
Year end
--------
The Company's fiscal year-end is December 31.
F-6
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
Basis of Accounting
-------------------
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States
of America.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term investments with a maturity of three
months or less at the date of purchase to be cash equivalents. As of
December 31, 2010 and 2009, there are no cash equivalents.
Use of Estimates
-----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
Advertising
------------
Advertising costs are expensed when incurred. The Company incurred
advertising expenses of $4,870 and $0 for the years ended December 31, 2010
and 2009, respectively. For the period since inception on February 23, 2007
through the year ended December 31, 2010, the Company has incurred
advertising expenses of $25,778.
Revenue Recognition
-------------------
In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, fee revenue
is recognized in the period that the Company's advertiser customer generates
a sale or other agreed-upon action on the Company's affiliate marketing
networks or as a result of the Company's services, provided that no
significant Company obligations remain, collection of the resulting
receivable is reasonably assured, and the fees are fixed or determinable. All
transactional services revenues are recognized on a gross basis in accordance
with the provisions of ASC Subtopic 605-45, due to the fact that the Company
is the primary obligor, and bears all credit risk to its customer, and
publisher expenses that are directly related to a revenue-generating event
are recorded as a component of commission paid-related party.
F-7
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
Earnings per Share
-------------------
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock that were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity. As of
December 31, 2010 and 2009, the Company had no potential common stock
Equivalents.
Accounts receivable
-------------------
Accounts receivable are stated at the amount management expects to collect
from balances outstanding at year end. Management provides for probable
uncollectible amounts through a charge to earnings and a credit to an
allowance based on its assessment of the current status of individual
accounts. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the
valuation allowance. As of December 31, 2010 and 2009, we have $6,352 and
$2,235 in accounts receivable and no amounts charged to allowance for
doubtful accounts.
Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of the financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable, and accrued liabilities,
approximate fair value due to the short maturities of these financial
instruments. The notes payable are also considered financial instruments
whose carrying amounts approximate fair values.
F-8
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
Stock-based compensation
------------------------
The Company records stock based compensation in accordance with the guidance
in ASC Topic 718 which requires the Company to recognize expenses related to
the fair value of its employee stock option awards. This eliminates
accounting for share-based compensation transactions using the intrinsic
value and requires instead that such transactions be accounted for using a
fair-value-based method. The Company recognizes the cost of all share-based
awards on a graded vesting basis over the vesting period of the award.
ASC 505, "Compensation-Stock Compensation", establishes standards for the
accounting for transactions in which an entity exchanges its equity
instruments to non-employees for goods or services. Under this transition
method, stock compensation expense includes compensation expense for all
stock-based compensation awards granted on or after January 1, 2006, based on
the grant-date fair value estimated in accordance with the provisions of ASC
505. As of December 31, 2010 and 2009, there were no employee stock options
issued or outstanding.
Fair value of financial instruments
-----------------------------------
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December
31, 2010 and 2009. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they are short term
in nature and their carrying amounts approximate fair values or they are
payable on demand.
Level 1: The preferred inputs to valuation efforts are "quoted prices in
active markets for identical assets or liabilities," with the caveat that the
reporting entity must have access to that market. Information at this level
is based on direct observations of transactions involving the same assets and
liabilities, not assumptions, and thus offers superior reliability. However,
relatively few items, especially physical assets, actually trade in active
markets.
Level 2: FASB acknowledged that active markets for identical assets and
liabilities are relatively uncommon and, even when they do exist, they may be
too thin to provide reliable information. To deal with this shortage of
direct data, the board provided a second level of inputs that can be applied
in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges
that fair value measures of many assets and liabilities are less precise. The
board describes Level 3 inputs as "unobservable," and limits their use by
saying they "shall be used to measure fair value to the extent that
observable inputs are not available." This category allows "for situations in
which there is little, if any, market activity for the asset or liability at
the measurement date". Earlier in the standard, FASB explains that
"observable inputs" are gathered from sources other than the reporting
company and that they are expected to reflect assumptions made by market
participants.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Going Concern
-------------
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. Since inception (February
23, 2007) through December 31, 2010 and 2009, the Company recognized an
accumulated deficit during development stage of approximately $533,605 and
$39,410, respectively. The Company's ability to continue as a going concern
is contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company. Amounts raised will be used for further
development of the Company's services, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is devoting its best efforts to achieve
the above plans, there is no assurance that any such activity will generate
funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.
F-9
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
Recent Accounting Pronouncements
--------------------------------
Below is a listing of the most recent accounting standards and their effect
on the Company.
In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition -
Milestone Method (Topic 605): Milestone Method of Revenue Recognition"
(codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides
guidance on defining a milestone and determining when it may be appropriate
to apply the milestone method of revenue recognition for research or
development transactions. ASU 2010-17 is effective for interim and annual
periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not
expected to have any material impact on our financial position, results of
operations or cash flows.
NOTE 2 - STOCKHOLDERS' EQUITY (DEFICIT)
The Company is authorized to issue 75,000,000 shares of its $0.001 par value
common stock.
On February 23, 2007, a shareholder contributed capital of $400 for
incorporating fees.
On December 11, 2007, the Company issued 16,875,000 shares of its common
stock to its founder for $11,250 in cash. The Founder then transferred these
shares to an outside party for the same price on December 31, 2007.
On December 15, 2007, a shareholder contributed capital of $585 for
registration fees.
The Company was a subsidiary of Tropical PC, Inc. On December 31, 2007, the
record shareholders of Tropical PC, Inc. received a spin off dividend of one
(1) common share, par value $0.001, of Monster Offers common stock for every
share of Tropical PC, Inc. common stock owned for a total 1,215,000 (post-
split) common shares issued. Of these 1,215,000 shares, 900,000 were
returned and cancelled to the Company.
F-10
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
On December 31, 2007, the Company issued 11,250,000 shares of its common
stock pursuant to a Regulation D 506 offering for $33,750 in cash.
On December 21, 2009, the Company authorized the sale of 20,250,000
unregistered restricted common shares in exchange for $13,500. $12,500 was
received in December 2009, with a subscription receivable of $1,000 paid in
January 2010.
In August 2010, the Company reached a mutually agreeable understanding with a
non-affiliated shareholder to cancel 1,500,000 (post-split) 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 1,500,000 unregistered common shares will be canceled and returned
to the Company.
On August 30, 2010, the Company authorized the issuance of 12,000,000 shares
of restricted common stock, as per an Asset Exchange Agreement whereby an
officer/director of the Company is to receive these shares of restricted
common stock in exchange for cash of $8,000 and a computer software program
called the Social Network Action Platform (SNAP). This software program was
essential in order to launch the Company's website, www.monsteroffers.com.
Until such time as the company can complete a thorough evaluation of the
intangible acquired, as of September 30, 2010, the Company placed a nominal
value on the software, based at par value $0.001 of the stock to be issued
for this software.
On September 1, 2010, the Company authorized the sale of 825,000 unregistered
restricted common shares to three shareholders in exchange for entering into
consulting agreements and cash of $550. The services of these consultants
was necessary for the launch of the Company's website by integrating the
recently acquired software into the site. A total fair value of $351,550 was
placed by expensing the normal hourly rate charged by these consultants for
the services rendered during the quarter. A total of $150 was received from
one consultant and has been reduced from total consulting expense. A total of
$400 has been recorded as common stock receivable as of December 31, 2010.
On November 3, 2010, the Company issued 86,207 shares of its common stock as
part of an S-8 registration with the SEC for legal and administrative
services. These shares were issued for services, and expensed at the market
stock price of $0.57 per share, for a total expense of $32,948.
On November 18, 2010, Monster Offers issued 187,500 unregistered restricted
shares in exchange for Investor and Public Relations services as part of a
service agreement dated November 10, 2010. The shares were issued at a market
value of $0.63 per share for a total consulting expense of $78,338.
F-11
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
On November 18, 2010, the Company's Board of Directors approved a one-half-
for-one (0.5:1) common stock dividend (the "dividend"), of the Company's
issued and outstanding common stock, par value $0.001, with a record date of
December 1, 2010 and a payment date of December 2, 2010. Each shareholder
received a dividend of one (1) common share for every two (2) shares owned on
the record date. As of the date the dividend was declared, there were
40,192,470 shares issued and outstanding. After the dividend, 60,288,707
shares were issued and outstanding. All shares contained herein are
calculated post-split.
On November 18, 2010, the Company received 12,000,000 shares of its common
stock in exchange for its "Lead Generation Business Segment" in a transaction
with the Company's former officer, Scott J. Gerardi. These shares have no
value and been returned to treasury stock as of December 31, 2010.
As of December 31, 2010 and December 31, 2009, the Company has 60,288,707 and
48,690,000 shares of its common stock issued and outstanding, respectively.
NOTE 3 - DRAWDOWN EQUITY FINANCING AGREEMENT
On December 29, 2010, the Company entered into a drawdown equity financing
agreement and registration rights agreement (collectively the "Agreements")
with Auctus Private Equity Fund, LLC ("Auctus"), the selling stockholder. In
accordance with the Agreements, Auctus has committed, subject to certain
conditions, to purchase up to $10 million of the Company's common stock over
a term of up to two years. Although the Company is not mandated to sell
shares under the Agreements, the Agreements give the Company the option to
sell to Auctus shares of common stock at a per share purchase price equal to
97% of the lowest closing bid price during the five trading days following
the Company's delivery of notice to Auctus (the "Notice"). At its option, the
Company may set a floor price under which Auctus may not sell the shares
which were the subject of the Notice. The floor shall be 75% of the average
closing bid price of the stock over the preceding ten days prior to the
Notice and can be waived at the discretion of the Company. The maximum
amount of Common Stock that the Company can sell pursuant to any Notice is
the greater of: (i) an amount of shares with an aggregate maximum purchase
price of $500,000 or (ii) 200% of the average daily trading volume based on
20 days preceding the drawdown notice date.
Auctus is not required to purchase the shares, unless the shares which are
subject to the Notice have been registered for resale and are freely tradable
in accordance with the federal securities, including the Securities Act of
1933, as amended, laws and except for conditions outside of Auctus' control.
F-12
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
At the assumed offering price of $0.26 per share, we will be able to receive
up to $1,950,000 in gross proceeds, assuming the sale of the entire 7,500,000
shares being registered hereunder pursuant to the Drawdown Equity Financing
Agreement. We would be required to register 30,961,538 additional shares to
obtain the balance of $10,000,000 under the Drawdown Equity Financing
Agreement at the assumed offering price of $0.26. Management believes the
Company will require $500,000 over the next six months through this Drawdown
Equity Financing Agreement. There is uncertainty as to whether we will ever
receive the full $10 million available under the equity line agreement. It
is unlikely, that we will be required to register more shares, unless
management identifies a major acquisition or opportunity for the Company.
The Company is obligated to file with the U.S. Securities and Exchange
Commission (the "SEC") a registration statement on Form S-1, within 30 days
from the date of the Agreements and to use all commercially reasonable
efforts to have such registration statement declared effective by the SEC
within 120 days of filing. The Company has agreed to pay Auctus an
aggregate amount of $7,500 as an origination fee with respect to the
transaction. This is a non-refundable origination fee equal to Two
Thousand Five Hundred ($2,500) Dollars which was paid upon execution of
the Drawdown Equity Financing Facility term sheet and Five Thousand
($5,000) Dollars in cash which will be taken out of the proceeds of the
first Drawdown.
NOTE 4 - CONVERTIBLE NOTES PAYABLE
On November 9, 2010, the Company entered into an agreement with Asher
Enterprises, Inc., a Delaware corporation, an accredited investor, whereby
Asher Enterprises loaned the Company the aggregate principal amount of
$53,000 together with any interest at the rate of eight percent (8%) per
annum, until the maturity date of July 18, 2011. The original issue discount
note, as described in ASC 480-55, may not be prepaid in whole or in part. If
the Note is not paid in full with interest on the maturity date, the note
holder has the right to convert this Note into restricted common shares of
the Company. The conversion price shall equal the "Variable Conversion
Price" (subject to equitable adjustments for stock splits, stock dividends or
rights offerings by the Borrower). The "Variable Conversion Price" shall mean
61% multiplied by the Market Price (representing a discount rate of 39%).
"Market Price" means the average of the lowest three (3) Trading Prices for
the Common Stock during the ten (10) Trading Day period ending one Trading
Day prior to the date the Conversion Notice is sent by the Holder to the
Borrower via facsimile. The original issue discount note is for $53,000 and
contains a discount of $24,473. For the year ended December 31, 2010, $9,413
had been amortized and expensed.
On December 1, 2010, an additional convertible note payable in the amount of
$35,000 was entered into with Asher Enterprises with identical terms as the
note entered into on November 9, 2010. The maturity date being August 29,
2011, with interest accruing at 8% per annum. If the Note is not paid in full
with interest on the maturity date, the note holder has the same right to
convert this Note into restricted common shares of the Company with the same
discount as the note described above. The original issue discount note is for
$35,000 and contains a discount of $19,891. For the year ended December 31,
2010, $2,486 had been amortized and expensed.
F-13
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
NOTE 5 - PROVISION FOR INCOME TAXES
For the years ended December 31, 2010 and 2009, the Company had a generated
net operating income and had incurred net operating loss, respectively.
Although the Company had net income during 2009, net operating losses have
been reduced and no provision for income taxes has been recorded. In
addition, no benefit for income taxes has been recorded due to the
uncertainty of the realization of any tax assets. At December 31, 2010 and
2009, the Company had approximately and $122,987 and $39,410 of federal and
state net operating losses, respectively. The net operating loss
carryforwards, if not utilized, will begin to expire in 2027. The provision
for income taxes consisted of the following components for the year ended
December 31:
The components of the Company's deferred tax asset are as follows:
December 31,
2010 2009
Deferred tax assets:
Net operating loss carryforwards 43,045 13,794
Valuation allowance (43,045) (13,794)
--------- --------
Total deferred tax assets - -
========= ========
F-14
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
The valuation allowance for deferred tax assets as of December 31, 2010 and
2009 was $43,045 and $13,794, respectively. In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income in the periods in which those temporary
differences become deductible. Management considers the scheduled reversals
of future deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. As a result, management
determined it was more likely than not the deferred tax assets would not be
realized as of December 31, 2010 and 2009, and recorded a full valuation
allowance.
Reconciliation between the statutory rate and the effective tax rate is as
follows at December 31:
2010 & 2009
Federal statutory tax rate (35%)
Permanent difference and other 35%
---
0%
===
NOTE 6 - RELATED PARTY TRANSACTIONS
For the years ended December 31, 2010 and 2009, the Company received $82,803
and $267,909, respectively, from customers in which one of the Company's
shareholders had ownership or was an affiliate, for work performed by
subcontractors who are also related parties. Thus, commissions from related
parties represent most of the Company's revenue.
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
As discussed in Note 2, on August 5, 2010, the Company entered into an Asset
Exchange Agreement whereby an officer/director of the Company received
12,000,000 shares of restricted common stock in exchange for cash of $8,000
and a computer software program with no assigned value, called the Social
Network Action Platform (SNAP).
F-15
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
As discussed in Note 2, on November 18, 2010, the Company received 12,000,000
shares of its common stock in exchange for its "Lead Generation Business
Segment" in a transaction with the Company's former officer, Scott J.
Gerardi.
On November 18, 2010, an officer/director of the Company contributed a
software program to the Company that was developed for use by
DrHealthSHares.com, a Web 3.0 social commerce solution for health and
wellness that empowers like-minded collaborators to harness the collective
knowledge and experience of the social crowd to improve the depth, breadth,
and value of health information. Until such time as the Company can complete
a thorough evaluation of the intangible acquired, as of November 18, 2010,
the Company placed a nominal value on the software.
For the years ended December 31, 2010 and 2009, the Company received $76,553
and $267,909, respectively, from customers in which one of the Company's
shareholders had ownership or was an affiliate, for work performed by
subcontractors who are also related parties. The bulk of the commissions
paid to related parties include: Azure Software SRG, a company based in
Romania, who received commissions based on the amount of revenues it
generated through the Company's affiliated and now discontinued lead
generation platform. Additionally, SJG Ventures, who is beneficially owned
by Scott J. Gerardi, received commissions for generating revenues by bringing
increased (web) traffic to the Company's Internet advertising programs.
Mr. Gerardi, subsequent to these transactions, became the President/Director
and a shareholder of the Company. He has since resigned as officer/director
of the Company. Also, Jonathan W. Marshall received an agency fee from the
Company, prior to serving as past officer and director of the Company. Each
of these transactions resulted in a synergistic correlation between the
amount of revenues these entities/individuals brought to the company versus
the commissions they received for these revenues. The Company classified
these transactions in their financial statements as related party
transactions. Thus, commissions from related parties represent most of
the Company's revenue.
NOTE 7 - CONCENTRATION OF CREDIT RISKS
Cash Balances
-------------
The Company maintains its cash in various financial institutions in the
United States. Balances maintained are insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances
up to $100,000 through October 13, 2008. As of October 14, 2008 all non-
interest bearing transaction deposit accounts at an FDIC-insured institution,
including all business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This
unlimited insurance coverage is temporary and will remain in effect for
participating institutions until December 31, 2009. All other deposit
accounts at FDIC-insured institutions are insured up to at least $250,000 per
depositor until December 31, 2013.
NOTE 8 - SUBSEQUENT EVENTS
On January 21, 2011 Monster Offers (the "Company') entered into an agreement
with a Company to provide and render public relations and communications
services to the Company. The Company issued four hundred thousand (400,000)
unregistered restricted shares to Equititrend Advisors, LLC in accordance
with the terms of the agreement.
F-16
Monster Offers
(A Development Stage Company)
Notes to the Financial Statements
On or about January 27, 2011, the Company entered into an agreement with
Asher Enterprises, Inc., a Delaware corporation, an accredited investor,
whereby Asher Enterprises loaned the Company the aggregate principal amount
of $30,000 together with any interest at the rate of eight percent (8%) per
annum, until the maturity date October 31, 2011. This Note may not be
prepaid in whole or in part. If the Note is not paid in full with interest
on the maturity date, the note holder has the right to convert this Note into
restricted common shares of the Company. The conversion price shall equal
the "Variable Conversion Price" (subject to equitable adjustments for stock
splits, stock dividends or rights offerings by the Borrower). The "Variable
Conversion Price" shall mean 61% multiplied by the Market Price (representing
a discount rate of 39%). "Market Price" means the average of the lowest three
(3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending one Trading Day prior to the date the Conversion Notice is sent
by the Holder to the Borrower via facsimile.
On March 14, 2011, Monster Offers (the "Company") entered into Strategic
Alliance and Licensing Agreement with SSL5, a Nevada corporation. SSL5 has
developed technology services pertaining to a mobile financial services
platform, which provides secure person-to-person mobile money transfer
services. Monster Offers and SSL5 formed a strategic alliance with respect
to the integration, use and commercialization of Monster Offers and SSL5
Existing Intellectual Property to create new and derivative intellectual
property to introduce to various markets. Monster Offers obtained a license
of the Existing SSL5 Intellectual Property for the exclusive use of the
strategic alliance. As consideration for this license, Monster Offers will
issue 3,000,000 of its unregistered restricted shares to SSL5.
Monster Offers and SSL5 plan to establish a new company (NewCo) as a 100%
owned subsidiary of Monster Offers, in the State of Nevada, and to contribute
the license of the Existing SSL5 Intellectual Property into the NewCo for its
use and future development of new and derivative intellectual property. Any
new and derivative intellectual property developed in conjunction with this
Strategic Alliance and Licensing Agreement shall be owned exclusively by
NewCo. As further consideration, Monster Offers agreed to provide SSL5 with
a consulting agreement, stock options, and a seat on the Monster Offers board
of directors to develop ongoing product strategy and development services.
F-17
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
------------------------------------------------
Management is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, we must carry out an
evaluation of the effectiveness of our disclosure controls and procedures as
of the end of each fiscal quarter, under the supervision and with the
participation of its management, including its Chief Executive Officer and
the Chief Financial Officer, who is also the sole member of our Board of
Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
Management, including the chief executive officer and chief financial
officer, does not expect that the Company's disclosure controls and internal
controls will prevent all error and all fraud. Because of its inherent
limitations, a system of internal control over financial reporting can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met and may not prevent or detect misstatements. Further,
over time, control may become inadequate because of changes in conditions or
the degree of compliance with the policies or procedures may deteriorate.
With the participation of the chief executive officer and chief financial
officer, our management evaluated the effectiveness of the Company's internal
control over financial reporting as of December 31, 2010 based upon the
framework in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on the
assessment performed using the criteria established by COSO, management has
concluded that the Company maintained ineffective internal control over
financial reporting in the following areas:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures;
2) inadequate segregation of duties consistent with control objectives;
3) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements;
4) inadequate recordkeeping during the year ended December 31, 2010, of which
has been identified and addressed in future periods; and
The aforementioned material weaknesses were identified by our Chief Executive
Officer in connection with the review of our financial statements as of
December 31, 2010.
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(b) Management's Remediation Initiatives
-----------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us. We
plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
(c) Changes in internal controls over financial reporting
----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
37
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Position
------------- --- ------------------------------
Paul Gain 49 Chairman and Chief
Executive Officer
----------------------------------------------------------------------------
All directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been elected and qualified.
Directors currently receive no fees for services provided in that capacity.
The officers of the Company are elected annually and serve at the discretion
of the Board of Directors.
Set forth below is a brief description of the background and business
experience of our sole officer/director.
Biography of Paul Gain, CEO & Director
--------------------------------------
Mr. Gain is a software industry veteran with over 24 years of experience
working for startup and early-stage companies that pioneered new business
concepts and technologies. His efforts helped shape strategies into business
results. His accomplishments include the launch, management, and sale of
several software technology and services companies, along with key management
positions in emerging technology companies. The following provides a
summary of his recent past experience:
Prime Mover Global, LLC (July 2007 - August 2010) Mr. Gain was Manager and
CEO of Prime Mover Global, LLC. He and his team developed innovative
technology assets including product configuration and simulation tools, and
a web 2.0 social commerce platform. The Company also generated revenues by
providing outsourced consulting services to organizations in web 2.0 social
networking, online commerce, strategic business planning & development, IT
strategy, design, and management.
Lydian Technology (February, 2006 - June, 2007) After the successful sale of
WellFound Decade Corporation to Lydian Trust, Mr. Gain was retained as CEO of
Lydian Technology Group. His roles included the integration of existing
business operations, product strategy, and people, providing technology
solutions to the financial services and mortgage industry.
38
Wellfound / Decade Corporation (September, 2002 - February, 2006) 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 (2000 - 2002) 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 (1986 - 1997) 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).
Education:
----------
Mr. Gain is a graduate of Ferris State University in Michigan, with degrees
in Business Management, Automotive Technology, and Mechanical Engineering
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officer and director, and persons who
beneficially own more than ten percent of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish us with copies of all Section
16(a) forms they file. Based upon a review of the copies of such forms
furnished to us and written representations from our executive officer and
director, we believe that as of the date of this report they were not current
in their 16(a) reports.
Board of Directors
------------------
Our board of directors currently consists of one member, Mr. Paul Gain.
Our directors serve one-year terms.
39
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
40
Code of Ethics
--------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Monster Offers Section 78.438 of the Nevada law
prohibits the Company from merging with or selling more than 5% of our
assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the Monster Offers shares, unless the
transaction is approved by Monster Offers' Board of Directors. The
provisions also prohibit the Company from completing any of the transactions
described in the preceding sentence with a 10% shareholder who has held the
shares more than three years and its related entities unless the transaction
is approved by our Board of Directors or a majority of our shares, other than
shares owned by that 10% shareholder or any related entity. These provisions
could delay, defer or prevent a change in control of Monster Offers.
41
Item 11. Executive Compensation
The following table sets forth certain compensation information for: (i) each
person who served as the chief executive officer of our company at any time
during the year ended December 31, 2010, regardless of compensation level,
and (ii) each of our other executive officers, other than the chief executive
officer, serving as an executive officer at any time during 2009. The
foregoing persons are collectively referred to herein as the "Named Executive
Officers." Compensation information is shown for fiscal years 2010, 2009,
2008 and 2007.
SUMMARY COMPENSATION TABLES
----------------------------------------------------
Annual Compensation
----------------------------------------------------
Name and Year Stock Option
Principal Position End Salary ($) Bonus ($) Awards ($) Awards($)
-----------------------------------------------------------------------------
Paul Gain
Chairman/CEO 2010 $ 27,000 -0- -0- -0-
Jonathan W. Marshall
Director/President/
CFO/Secretary 2009 $ -0- -0- -0- -0-
Nate Kaup
Former Director/
President/
CFO/Secretary 2008 33,000 -0- -0- -0-
2007 -0- -0- -0- -0-
-----------------------------------------------------------------------------
Non-equity Nonqualified All
Incentive Deferred Other
Name and Principal Year Plan($) Compensation Compens-
Position End Compensation ($) Earnings($) ation ($) Total($)
-----------------------------------------------------------------------------
Paul Gain
Chairman/CEO 2010 $-0- -0- -0- -0-
Jonathan W. Marshall
Director/President/
CFO/Secretary 2009 $-0- -0- -0- -0-
Nate Kaup
Director/President/
CFO/Secretary 2008 $-0- -0- -0- $33,000
2007 $-0- -0- -0- -0-
-----------------------------------------------------------------------------
42
We do not maintain key-man life insurance for our executive officer/director.
We do not have any long-term compensation plans, stock option plans or
employment agreements with our executive officer/director.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end December 31, 2010.
Outstanding Equity Awards at 2010 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of December 31, 2010.
Option Exercises for Fiscal 2010
--------------------------------
There were no options exercised by our named executive officer in fiscal
2010.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
Our director was not paid any compensation during the fiscal year ending
December 31, 2010. Our former director was paid a total of $33,000 in
compensation during fiscal year ending December 31, 2008.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of the date of this prospectus by (i) each
Named Executive Officer, (ii) each member of our Board of Directors, (iii)
each person deemed to be the beneficial owner of more than five percent (5%)
of any class of our common stock, and (iv) all of our executive officers and
directors as a group. Unless otherwise indicated, each person named in the
following table is assumed to have sole voting power and investment power
with respect to all shares of our common stock listed as owned by such
person.
43
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
-----------------------------------------------------------------------------
Common Paul Gain (1) 14,700,000 24.1%
President
Common Powerhouse Development (4) 16,875,000 27.7%
Shareholder
-----------------------------------------------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(1 person) 14,700,000 24.1%
(1) Percent of Class based on 60,888,707 shares
(2) Paul Gain, P.O. Box 1092, Bonsall, CA 92003
(3) Powerhouse Development, a Panamanian Corporation, Box 832-0816, World
Trade Center, Panama City Panama. Marisela Simmons has the voting and
dispositive power over the shares owned by this entity.
----------------------------------------------------------------------------
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days,
such as options or warrants to purchase our common stock.
44
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The Company's Director has contributed office space for the Company's use for
all periods presented. There is no charge to Monster Offers for the space.
Management believes that its current facilities are adequate for its needs
through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms, although there can be no
assurance in this regard. Our officer will not seek reimbursement for past
office expenses. No written agreement exists that this officer/director will
continue to donate office space to the operations. Therefore, there is no
guarantee that he will not seek reimbursement for the donated office space in
the future.
For the years ended December 31, 2010 and 2009, the Company received $76,553
and $267,909, respectively, from customers in which one of the Company's
shareholders had ownership or was an affiliate, for work performed by
subcontractors who are also related parties. The bulk of the commissions
paid to related parties include: Azure Software SRG, a company based in
Romania, who received commissions based on the amount of revenues it
generated through the Company's affiliated and now discontinued lead
generation platform. Additionally, SJG Ventures, who is beneficially owned
by Scott J. Gerardi, received commissions for generating revenues by bringing
increased (web) traffic to the Company's Internet advertising programs.
Mr. Gerardi, subsequent to these transactions, became the President/Director
and a shareholder of the Company. He has since resigned as officer/director
of the Company. Also, Jonathan W. Marshall received an agency fee from the
Company, prior to serving as past officer and director of the Company. Each
of these transactions resulted in a synergistic correlation between the
amount of revenues these entities/individuals brought to the company versus
the commissions they received for these revenues. The Company classified
these transactions in their financial statements as related party
transactions. Thus, commissions from related parties represent most of
the Company's revenue.
45
Item 14. Principal Accountant Fees and Services.
De Joya Griffith & Company, LLC served as our principal independent public
accountants for the fiscal years ending December 31, 2010 and 2009.
Aggregate fees billed to us for the years ended December 31, 2010 and 2009
were as follows:
For the Years Ended
December 31,
-------------------
2010 2009
-------------------
(1) Audit Fees(1) $14,500 $6,250
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditor
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not among
those that our independent auditors have been prohibited from performing under
SEC rules. Our sole director then makes a determination to approve or
disapprove the engagement of De Joya Griffith & Company, LLC for the proposed
services. In the fiscal year ending December 31, 2010, all fees paid to
De Joya Griffith & Company, LLC were unanimously pre-approved in accordance
with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
46
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 36
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statement of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
47
(c) 3. Exhibit Index
Incorporated by Reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/15/2008
as currently in effect
-------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/15/2008
as currently in effect
-------------------------------------------------------------------------------
3.3 Amended Articles of SB-2 3.3 01/15/2008
Incorporation as currently
in effect.
-------------------------------------------------------------------------------
10.1 Asset Exchange Agreement by 8-K 10.1 09/02/2010
and between Monster Offers and
Prime Mover Global, LLC, dated
August 5, 2010.
-------------------------------------------------------------------------------
10.2 Share Lock-Up Agreement with 8-K 10.2 09/02/2010
Scott J. Gerardi dated,
August 6, 2010.
-------------------------------------------------------------------------------
10.3 Share Lock-Up Agreement with 8-K 10.3 09/02/2010
Powerhouse Development dated,
August 6, 2010.
-------------------------------------------------------------------------------
10.4 Share Lock-Up Agreement with 8-K 10.4 09/02/2010
Paul Gain dated, August 6, 2010.
-------------------------------------------------------------------------------
10.5 Share Lock-Up Agreement with 8-K 10.5 09/02/2010
Jonathan W. Marshall, dated,
August 6, 2010.
-------------------------------------------------------------------------------
10.6 Investor and Public Relations 8-K 10.9 11/19/2010
Agreement between Monster Offers
and Emerging Growth Research, LLC,
dated November 10, 2010.
-------------------------------------------------------------------------------
10.7 Exchange and Hold Harmless 8-K 10.10 11/24/2010
Agreement with Scott J. Gerardi
dated November 19, 2010.
-------------------------------------------------------------------------------
48
-------------------------------------------------------------------------------
10.8 Drawdown Equity Financing 8-K 10.6 01/03/2011
Agreement between Monster Offers
and Auctus Private Equity Fund,
LLC dated December 23, 2010.
-------------------------------------------------------------------------------
10.9 Registration Rights Agreement 8-K 10.7 01/03/2011
between Monster Offers and
Auctus Private Equity Fund, LLC
dated December 23, 2010.
-------------------------------------------------------------------------------
10.10 Consulting Agreement with S-8 10.1 -1//27/2011
Christian R. Hansen, dated
January 21, 2011
-------------------------------------------------------------------------------
10.11 Investor and Public Relations 8-K 10.11 02/03/2011
Agreement between Monster Offers
and Equititrend Advisors, LLC,
dated January 21, 2011.
-------------------------------------------------------------------------------
10.12 Strategic Alliance and Licensing 8-K 10.12 03/16/2011
Agreement between Monster Offers
and SSL5, dated March 14, 2011.
-------------------------------------------------------------------------------
23.1 Consent Letter from De Joya X
Griffith & Company, LLC
-------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
49
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Monster Offers
--------------------------
Registrant
By: /s/ Paul Gain
---------------------------
Paul Gain
Chief Executive Officer
and Director
Date: April 15, 2011
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this report below.
By: /s/ Paul Gain
--------------------------------
Paul Gain
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: April 15, 2011
--------------
50