As filed with the Securities and Exchange Commission on May 12, 2011
Registration No. 333-171932

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

Amendment No. 5 to
FORM S-1/A
Registration Statement
Under the Securities Act of 1934
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MONSTER OFFERS
----------------------------------------------
(Name of small business issuer in its charter)

NEVADA 7389 26-1548306
-------------------------------- ----------------- -----------------
(State or other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification
Number)

P.O. Box 1092, Bonsall, CA 92003
---------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)

Paul Gain
4056 Valle Del Sol, Bonsall, CA 92003
Mail Delivery - PO Box 1092, Bonsall, CA 92003
Telephone: (760) 208-4905
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(Name, address and telephone number of agent for service)

Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1963

Approximate date of proposed commencement of sale to the public: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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)

Calculation of Registration Fee
-------------------------------

============================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED RESISTERED SHARE(1) PRICE(1) FEE (3)

Common stock
$0.001 par value 7,500,000 (1) $0.16(2) $1,200,000.00 $ 139.32
---------------------------------------------------------

TOTAL 7,500,000 N/A $1,200,000.00 $ 139.32
============================================================================

(1) This Registration Statement covers the offering of common stock of the
Company according to a Drawdown Equity Financing Agreement and for resale by
the selling stockholder named in this prospectus. In accordance with Rule
416(a), the registrant is also registering hereunder an indeterminate number
of shares that may be issued and resold to prevent dilution resulting from
stock splits, stock dividends, or similar transactions.

(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price have been estimated solely for the purpose of
calculating the amount of the registration fee in accordance with Rules
457(c) under the Securities Act of 1933 on the basis of the average of the
high and low prices of the Common Stock on the OTC Bulletin Board on
April 14, 2011, a date within five (5) trading days prior to the date of
the filing of this Registration Statement.

(3) Paid
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

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PROSPECTUS

SUBJECT TO COMPLETION, DATED [DATE]

The information in this prospectus is not complete and may be changed.
Auctus Private Equity Funds, LLC may not sell these securities until the
Registration Statement filed with the United States Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

7,500,000 Shares of Common Stock

MONSTER OFFERS

This prospectus relates to the issuance from time to time of 7,500,000 shares
of common stock of Monster Offers, a Nevada corporation, being offered for
sale pursuant to a Drawdown Equity Financing Agreement entered in to between
the Company and Auctus Private Equity Fund, LLC. The total amount of shares
of common stock which may be sold pursuant to this Prospectus would
constitute 12% of our issued and outstanding common stock as of April 14,
2011, if all of the shares had been sold by that date. As of April 14,
2011, the closing market price of the Company's common stock was $0.16.
Based on that price, and disregarding limitations on the number of shares
Auctus may hold at any given time and the maximum advance provisions of the
Drawdown Agreement, the maximum amount of shares of common stock which may be
sold would be 62,500,000 representing 51% of the outstanding common stock as
of April 7, 2010.

Pursuant to the Drawdown Agreement, which has a total drawdown amount of ten
million dollars ($10,000,000), Monster Offers has the right to sell to Auctus
at its sole discretion and Auctus has the obligation to purchase through
advances to the Company, the Company's common stock through Draw-Down Notices
issued by the Company. The number of shares of common stock that Auctus
shall purchase shall be determined by dividing the dollar amount raised,
which may or may not equal the entire amount of the advance by the purchase
price. No fractional shares will be issued.

Auctus Private Equity Funds, LLC is selling all of the shares of common
stock offered by this prospectus. It is anticipated that Auctus, will sell
these shares of common stock from time to time in one or more transactions,
in negotiated transactions or otherwise, at prevailing market prices or at
prices otherwise negotiated. We will not receive any proceeds from the sale
of shares by Auctus. However, we will receive the sale price of any common
stock that we sell to Auctus under the drawdown line of equity credit
facility.

There are no underwriting agreements.

We have agreed to pay all the costs and expenses of this registration.

Our common stock is quoted on the Over-the-Counter Bulletin Board ("OTCBB")
under the symbol "MONT."

We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus
and any amendments or supplements carefully before you make your investment
decision.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 9.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this preliminary prospectus is [date], 2011

PROSPECTUS

MONSTER OFFERS
7,500,000 SHARES COMMON STOCK

TABLE OF CONTENTS
-----------------
PAGE
----
Part I
PROSPECTUS SUMMARY 4
RISK FACTORS 9
USE OF PROCEEDS 25
DETERMINATION OF OFFERING PRICE 25
DILUTION 25
SELLING STOCKHOLDERS 27
PLAN OF DISTRIBUTION 28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 31
EXECUTIVE COMPENSATION 33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35
DESCRIPTION OF SECURITIES 36
INTEREST OF NAMED EXPERTS AND COUNSEL 37
EXPERTS 37
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 38
DESCRIPTION OF OUR BUSINESS 39
DESCRIPTION OF PROPERTIES 42
LEGAL PROCEEDINGS 42
MANAGEMENT'S DISCUSSION AND ANALYSIS and RESULTS OF OPERATIONS 42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE
GOVERNANCE 52
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 53
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 54
WHERE YOU CAN FIND MORE INFORMATION 55
FINANCIAL STATEMENTS 56

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration statement we filed with the SEC.
You should rely only on the information provided in this prospectus and
incorporated by reference in this prospectus. We have not authorized anyone to
provide you with information different from that contained in or incorporated
by reference into this prospectus. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than
the common stock offered by this prospectus. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any common
stock in any circumstances in which such offer or solicitation is unlawful.
Auctus Private Equity Funds, LLC is offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted.

Neither the delivery of this prospectus nor any sale made in connection with
this prospectus shall, under any circumstances, create any implication that
there has been no change in our affairs since the date of this prospectus or
that the information contained by reference to this prospectus is correct as of
any time after its date. The information in this prospectus is accurate only
as of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of common stock. The rules of the SEC may require us
to update this prospectus in the future.

SUMMARY

The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the
information set forth under the headings "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
the financial statements and the notes to the financial statements included in
this prospectus.

General

Monster Offers (throughout this prospectus referred to as "we," "us," "the
Company,") is a development stage company. Monster Offers 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,
and, at the time of spin off was not listed on any exchange.

From our inception 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, 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' equity deficit of
$(12,684). In our auditor's report included in their audit for fiscal year
ended December 31, 2010, the auditors expressed substantial doubt as to our
ability to continue as a going concern.

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. Often, shareholders of
the Company and/or its' principals act as subcontractors to the Company,
resulting in most of the Company's commission revenue being classified as
related party (see our Related Party footnote).

Drawdown Equity Financing Agreement
-----------------------------------

On December 29, 2010, we 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. Otherwise, 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.

At the assumed offering price of $0.16 per share, we will be able to receive
up to $1,200,000 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 55,000,000 additional
shares to obtain the balance of $10,000,000 under the Drawdown Equity
Financing Agreement at the assumed offering price of $0.16. 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, the 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, 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.

Summary Financial Information; Going Concern

The table below summarizes our audited financial statements for the fiscal
years ended December 31, 2010 and December 31, 2009 and for the period from
our inception (February 23, 2007) to December 31, 2010. In our auditor's
report included in the Company's audited financial statements for fiscal year
ended December 31, 2010, our auditors expressed substantial doubt as to the
Company's ability to continue as a going concern. Our ability to continue
as a going concern is subject to our ability to generate sufficient revenues
to fund our operations and/or our ability to obtain additional capital,
neither of which can be assured. We anticipate that our auditors will
continue to express substantial doubt about our ability to continue as a
going concern for the near future.

Balance Sheet Summary:

Fiscal Year Ended
---------------------------------
At Dec. 31, 2010 At Dec. 31, 2009
(Audited) (Audited)
---------------- ----------------
Balance Sheet
Cash and Cash Equivalents $ 36,531 $ 18,190
Total Assets $ 99,846 $ 20,425
Total Liabilities $ 112,530 $ 1,350
Total Stockholders' Equity
(Deficit) $ (12,684) $ 19,075

Statement of Operations Summary:

For the Period
February 23,
2007
For the Fiscal Year (Inception) to
Ended Dec. 31, Dec. 31,
2010 2009 2010
(Audited) (Audited) (Audited)
--------- --------- ------------
Statement of Operations
Revenue $ 82,803 $ 267,909 $ 400,225
Net Income (Loss) $ (494,195) $ 8,741 $ (533,605)
Net Earnings (Loss)
Per Share of Common
Stock, basic and
diluted $ (0.01) Nil

Organizational History

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 Tropical PC, Inc., a Nevada corporation.
Tropical PC was incorporated September 22, 2004.

On June 2, 2008, the United States Securities and Exchange Commission issued
the Company a Notice of Effectiveness for a Form S-1; Registration under the
Securities Act of 1933. The Company registered 7,710,000 common shares of
the Company. The Company is in the process of raising additional financing,
of which this Registration on Form S-1 is a part.

Executive Offices and Telephone Number

Our principal executive offices are located at P.O. Box 1092, Bonsall, CA
92003, and our phone number is: (760) 208-4905.

THE OFFERING

Securities Being 7,500,000 shares of common stock are being registered
Offered: on behalf of Auctus Private Equity Fund, LLC.

Offering Period: Until all shares are sold or until 36 months from the
date that the registration statement becomes effective,
whichever comes first.

Use of Proceeds: We will not receive any proceeds from the sale of the
common stock by Auctus Private Equity Fund, LLC.

Risk Factors: See "Risk Factors" and the other information in this
prospectus for a discussion of the factors you should
consider before deciding to invest in shares of our
common stock.

RISK FACTORS

An investment in our common stock involves a high degree of risk. In addition
to the other information in this prospectus, you should carefully consider
the following factors in evaluating us and our business before purchasing the
shares of common stock offered hereby. This prospectus contains, in addition
to historical information, forward-looking statements that involve risks and
uncertainties.

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, 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' equity
deficit of $(12,684). In our auditor's report for fiscal year ended December
31, 2010 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.

4. WE DO NOT EXPECT TO GENERATE 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 WILL BE DILUTED.

We do not expect to generate 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 will be diluted which might depress the market
price of our common stock, if a market ever develops.

5. AS OF MAY 4, 2011, WE ONLY HAVE SUFFICIENT FUNDS TO SUSTAIN OUR BUSINESS
OPERATIONS UNTIL JUNE 30, 2011 AND WITHOUT THE ABILITY TO SECURE ADDITIONAL
FINANCING WE MIGHT NOT SUCCEED, WHICH COULD RESULT IN A LOSS OF YOUR
INVESTMENT.

As of May 4, 2011, we believe that we meet our financial obligations until
June 30, 2011 based upon our present monthly use of funds that were raised
from shareholders in a private placement or funds that could be provided as
loans by our sole officer. We may not be able to obtain additional financing
on terms favorable to us, if at all. If adequate funds are not available to
us, we may have to curtail or cease operations after the end of our second
quarter, which would materially harm our business and financial results. To
the extent we raise additional funds through further issuances of equity or
convertible debt or equity securities, our existing stockholders could suffer
significant dilution, and any new equity securities we issue could have
rights, preferences and privileges superior to those of holders of our common
stock. Furthermore, any debt financing secured by us in the future could
involve restrictive covenants relating to our capital raising activities and
other financial and operational matters, which may make it more difficult for
us to obtain additional capital and to pursue business opportunities. If the
Company is not successful securing additional capital to run its operations,
our business will fail.

6. 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 prospectus, we cannot provide an estimate of the amount
of time it will take to become profitable, if ever; however, we do not
believe we will become profitable within the next 24 months.

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 "Deal of Day" 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.

7. 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.

8. CURRENT ECONOMIC CONDITIONS MAY PREVENT US FROM GENERATING REVENUE.

Generally, consumer purchases of "Deal of the 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 the 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.

9. WE MAY NOT BE ABLE TO COMPETE WITH OTHER ONLINE ADVERTISING AGENCIES
ALMOST ALL 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.

10. 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 and total current
liabilities of $112,530. There is substantial 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.

11. 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.

12. 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.

13. NEW TECHNOLOGIES COULD BLOCK OR FILTER OUR "DEAL OF THE DAY" 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 "Deal of the
Day" 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. 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 who sign up for our
services. 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.

15. 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.

16. WE HAVE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE TO CONTINUE OFFERING
OUR "DEAL OF THE DAY" ADVERTISING CLIENTS COMPETITIVE SERVICES OR WE MAY LOSE
CLIENTS AND BE UNABLE TO COMPETE.

Our future success will depend on our ability to continue delivering our
"Deal of the Day" advertising clients 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.

17. 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. Our sole
officer is the only employed personnel at the outset of operations. Our sole
officer can manage the office functions/bookkeeping services and use
outsourcing service companies until the Company can generate enough revenues
to hire additional staff.

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.

18. 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.

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.

19. 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.

20. 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.

21. BECAUSE OUR ONLINE DEAL OF THE DAY PROGRAMS 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 "Deal of the Day",
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.

22. 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.

23. 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.

24. 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.

Additional Risks Relating to Our Common Stock

25. 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
"Deal of the Day" 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.

26. 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.

27. 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.

28. 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.

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.

29. 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.

30. WE HAVE INCURRED INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY
WHICH MAY PREVENT US FROM FULLY DEVELOPING OUR BUSINESS PLAN.

As a public company, we have incurred significant legal, accounting and other
expenses that we would not incur as a private company. In addition, the
Sarbanes-Oxley Act of 2002, as well as related rules adopted by the U. S.
Securities and Exchange Commission, has imposed substantial requirements on
public companies, including certain corporate governance practices and
requirements relating to internal control over financial reporting. We expect
these rules and regulations to increase our legal and financial compliance
costs and to make some activities more time-consuming and costly. Effective
internal controls are necessary for us to produce reliable financial reports
and are important in helping prevent financial fraud. If we are unable to
achieve and maintain adequate internal controls, our business and operating
results could be harmed.

Management anticipates the Company will be required to spend at least $15,000
over the next twelve months to keep the company fully reporting for the next
twelve months. Based on current cash on hand of $36,531 as of December 31,
2010 and $112,530 in current liabilities, management believes the Company may
not have sufficient funds to meet its fully reporting obligations for the
next twelve months.

31. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATIONS.

We will need additional capital to fully develop our business plan. Failure
to raise adequate capital and generate adequate sales revenues to meet our
obligations and develop and sustain our operations could result in reducing
or ceasing our operations. Additionally, even if we do not raise sufficient
capital and generate revenues to support our operating expenses, there can be
no assurances that the revenue will be sufficient to enable us to develop our
business to a level where it will generate profits and cash flows from
operations. This would have an adverse effect on any future revenues and
hinder any future profit potentials for the Company.

32. AUCTUS PRIVATE EQUITY FUND LLC WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR COMMON STOCK WHICH COULD CAUSE THE PRICE OF OUR COMMON
STOCK TO DECLINE.

Our common stock to be issued under the Drawdown Equity Facility Agreement
will be purchased at a three (3%) discount or 97% of the lowest closing bid
price during the five trading days immediately following our notice to Auctus
Private Equity Fund LLC of our election to exercise our "put" right.

Auctus Private Equity Fund LLC has a financial incentive to sell our shares
immediately upon receiving the shares to realize the profit between the
discounted price and the market price. If Auctus Private Equity Fund LLC
sells our shares, the price of our common stock may decrease. If our stock
price decreases, Auctus may have a further incentive to sell such shares.
Accordingly, the discounted sales price in the Drawdown Agreement may cause
the price of our common stock to decline.

Risk Factors Related to Our Securities, the Equity Line of Credit and This
Offering

33. WE ARE REGISTERING AN AGGREGATE OF 7,500,000 SHARES OF COMMON STOCK TO
BE ISSUED UNDER THE EQUITY LINE OF CREDIT. THE SALE OF SUCH SHARES COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

We are registering an aggregate of 7,500,000 shares of common stock under the
registration statement of which this prospectus forms a part for issuance
pursuant to the Equity Line of Credit. The sale of these shares into the
public market by Auctus could depress the market price of our common stock.

34. RAISING CAPITAL THROUGH THE SALE OF STOCK TO AUCTUS WILL DILUTE
STOCKHOLDER VALUE.

On December 23, 2010, we entered into the Drawdown Equity Financing Agreement
with Auctus, pursuant to which, and subject to the terms and conditions
therein, we shall issue and sell to Auctus, from time to time, and Auctus
shall purchase, up to $10,000,000 of our common stock at price equal to 97%
of the lowest closing bid price of our common stock during the five
consecutive trading day period immediately after a put notice is delivered to
Auctus. If we obtain additional funds by selling any of our common stock
under the Drawdown Equity Financing Agreement, the percentage ownership of
our stockholders will be reduced, or stockholders may experience additional
dilution. If Auctus is unable to fulfill their obligations under the Drawdown
Equity Financing Agreement, we may be required to cease operating or
otherwise modify our business strategy.

If we obtain additional funds by selling any of our equity securities, the
percentage ownership of our stockholders will be reduced, stockholders may
experience substantial dilution, the price of our common stock may decline,
or the equity securities issued may have rights, preferences or privileges
senior to the common stock. If our common stock price declines this would
have an adverse effect on the number of shares we would need to issue with
each drawdown, whereby our stockholders would experience greater dilution
for any given dollar amount raised through this offering.

35. WE MAY NOT HAVE ACCESS TO THE FULL AMOUNT UNDER THE EQUITY LINE.

As of April 14, 2011, the closing price of our common stock was $0.16 based
on low volume. There is no assurance that the market price of our common
stock will increase substantially in the near future. The entire commitment
under the Equity Line of Credit is $10,000,000. The number of common shares
that remains issuable is lower than the number of common shares we need to
issue in order to have access to the full amount under the Equity Line of
Credit. At the assumed offering price of $0.16 per share, we will be able
to receive up to $1,200,000 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 55,000,000
additional shares to obtain the balance of $10,000,000 under the Drawdown
Equity Financing Agreement at the assumed offering price of $0.16.
Therefore, we may not have access to the remaining commitment under the
equity line unless we amend our Articles of Incorporation to increase the
number of authorized common shares and/or the market price of our common
stock increase substantially.

36. AUCTUS PRIVATE EQUITY FUND LLC HAS ENTERED INTO SIMILAR AGREEMENTS
WITH OTHER PUBLIC COMPANIES AND MAY NOT HAVE SUFFICIENT CAPITAL TO MEET
OUR DRAWDOWN REQUESTS.

Auctus Private Equity Fund LLC has entered into similar financing agreements
with at least five other public companies, and those companies have all filed
registration statements with the intent of registering shares to be sold to
Auctus pursuant to drawdown arrangements. Three of those registration
statements are effective, and three are pending. We do not know if
management at any of the companies who have or will have effective
registration statements intend to raise funds now or in the future, what the
size or frequency of each put request would be, if floors will be used to
restrict the amount of shares sold, or if the equity line will ultimately be
cancelled or expire before the entire amount of shares are put to Auctus.
Since we do not have any control over the requests of these other companies,
if Auctus Private Equity Fund LLC receives significant requests, it may not
have the financial ability to meet our requests. If so, we may not have
funds available to us under this Offering, or the amount of available funds
may be significantly less than we anticipate.

37. THERE MAY NOT BE SUFFICIENT TRADING VOLUME IN OUR COMMON STOCK TO
PERMIT US TO GENERATE ADEQUATE FUNDS.

The Drawdown Equity Financing Agreement provides that the dollar value that
we will be permitted to draw from Auctus will be either: (A) 200% of the
average daily volume in the US market of the common stock for the twenty
trading days prior to the Drawdown Notice, or (B) $500,000. If the average
daily trading volume in our common stock is too low, it is possible that we
would only be permitted to request up to $500,000, which may not provide
adequate funding for our planned operations.

38. 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.)
under the symbol "MONT", there is not currently an active trading market for
our common stock and an 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.

39. 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.

40. 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.

FORWARD LOOKING STATEMENTS

When used in this Prospectus, the words or phrases "will likely result," "we
expect," "will continue," "anticipate," "estimate," "project," "outlook,"
"could," "would," "may," or similar expressions are intended to identify
forward-looking statements. We wish to caution readers not to place undue
reliance on any such forward-looking statements, each of which speaks only as
of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Such risks
and uncertainties include, among others, success in reaching target markets
for products in a highly competitive market and the ability to attract future
customers, the size and timing of additional significant orders and their
fulfillment, the success of our business emphasis, the ability to finance and
sustain operations, the ability to raise equity capital in the future, and
the size and timing of additional significant orders and their fulfillment.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock by
the selling security holder. However, the Company anticipates receiving up
to $10,000,000 gross proceeds pursuant to the equity facility with Auctus.
If the Company receives $10,000,000, we expect to disburse the proceeds from
this offering in the priority set forth below:

Offering Proceeds: $ 10,000,000

Marketing and Sales Initiatives 3,000,000

Operating Expenses 2,000,000

Software Development 2,000,000

Acquisitions 2,500,000

Working Capital 500,000
------------
Totals: $ 10,000,000

DETERMINATION OF OFFERING PRICE

Auctus Private Equity Funds, LLC may sell its shares in the
over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at prices related to the prevailing market price, or at
negotiated prices. We will not receive any proceeds from the sale of shares
by Auctus.

DILUTION

"Dilution" represents the difference between the offering price of the shares
of common stock and the net book value per share of common stock immediately
after completion of the offering. "Net Book Value" is the amount that results
from subtracting total liabilities from total assets. In this offering, the
level of dilution is increased as a result of the relatively low book value
of MONT's issued and outstanding stock.

Monster Offers' net book value on December 31, 2010 was $(12,684) divided by
60,288,706 shares) or $(0.0002) per share. Assuming all 7,500,000 shares
offered are sold, and in effect Monster Offers receives the maximum estimated
proceeds of this offering from shareholders, our net book value will be
$1,187,316 or $0.0175 per share. Therefore, any investor will incur an
immediate and substantial dilution of approximately $0.1425 while the
Monster Offers present stockholder will receive an increase of $0.0177 per
share in the net book value of the shares that he holds. This will result
in a 89.06% dilution for purchasers of stock in this offering.

The following table presents the dilution of the net book value of common
stock purchased by Auctus in this offering of 7,500,000 shares compared with
those existing shareholders who purchased shares in Monster Offers previously:

Share
Maximum
Offering
--------
Dilution resulting from:

Book Value Per Share Before the Offering $(0.0002)

Book Value Per Share After the Offering $0.0175

Net Increase to Original Shareholders $0.0177

Decrease in Investment to New Shareholders $0.1425

Dilution to New Shareholders (%) 89.06%

SELLING STOCKHOLDER

Drawdown Equity Financing Agreement.

On December 29, 2010, we entered into a drawdown equity financing agreement
and registration rights agreement with Auctus Private Equity Fund, LLC. In
accordance with the Agreements, Auctus has committed, subject to certain
conditions, to purchase up to ten million dollars ($10,000,000) 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 of 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.

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 laws, including the Securities Act
of 1933, as amended. The Company is obligated to file with the U.S.
Securities and Exchange Commission (the "SEC") 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.

During the five trading days following a drawdown request, we will calculate
the amount of shares we will sell to Auctus and the purchase price per share.
The purchase price per share of common stock will be based on the lowest
closing bid of our common stock during each of the five trading days
immediately following the drawdown date, less a discount of 3%. Auctus'
obligations under the equity line agreement are not transferrable.

There is no minimum amount we can draw down at any one time. The maximum
amount we can request at any one time is the larger of:

o $500,000; or

o 200% of the average daily volume based on the trailing 20 days preceding
the drawdown notice date.

Lou Posner is the natural person and Managing Director of Auctus Private
Equity Fund, LLC who exercises the voting and dispositive powers with respect
to the shares to be offered by the Company. Lou Posner has had no other
material relationship with the Company and has owned no securities of the
Company prior to the offering.

PLAN OF DISTRIBUTION

Auctus Private Equity Funds, LLC and any of its pledgees, donees, assignees
and other successors-in-interest may, from time to time ("selling
stockholders") sell any or all of their shares of common stock on any stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices.
Auctus Private Equity Funds, LLC may use any one or more of the following
methods when selling shares:

o ordinary brokerage transactions and transactions in which the broker-
dealer solicits the purchaser;

o block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal;

o facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;

o an exchange distribution in accordance with the rules of the applicable
exchange;

o privately-negotiated transactions;

o broker-dealers may agree with Auctus to sell a specified number of such
shares at a stipulated price per share;

o through the writing of options on the shares;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

Auctus Private Equity Funds, LLC may also sell shares under Rule 144 of
the Securities Act of 1933, as amended (the "Securities Act"), if available,
rather than under this prospectus. The selling stockholders shall have the
sole and absolute discretion not to accept any purchase offer or make any
sale of shares if it deems the purchase price to be unsatisfactory at any
particular time.

Auctus Private Equity Funds, LLC or their pledgees, donees, transferees or
other successors in interest, may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the selling
stockholders and/or the purchasers of shares for whom such broker-dealers may
act as agents or to whom they sell as principal or both, which compensation
as to a particular broker-dealer might be in excess of customary
commissions. Market makers and block purchasers purchasing the shares will
do so for their own account and at their own risk. It is possible that a
selling stockholders will attempt to sell shares of common stock in block
transactions to market makers or other purchasers at a price per share which
may be below the then existing market price. We cannot assure that all or any
of the shares offered in this prospectus will be issued to, or sold by, the
selling stockholders. Auctus Private Equity Funds, LLC and any brokers,
dealers or agents, upon effecting the sale of any of the shares offered in
this prospectus, may be deemed to be "underwriters" as that term is defined
under the Securities Act, the Securities Exchange Act of 1934, as amended,
and the rules and regulations of such acts. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of
the shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of
the shares, including fees and disbursements of counsel to the Selling
Stockholder, but excluding brokerage commissions or underwriter discounts.

Auctus Private Equity Funds, LLC, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. Auctus has not
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into.

Auctus may pledge their shares to their brokers under the margin provisions
of customer agreements. If a Auctus defaults on a margin loan, the broker
may, from time to time, offer and sell the pledged shares. Auctus and any
other persons participating in the sale or distribution of the shares will be
subject to applicable provisions of the Exchange Act, and the rules and
regulations under such act, including, without limitation, Regulation M.
These provisions may restrict certain activities of, and limit the timing of
purchases and sales of any of the shares by, Auctus or any other such person.
In the event that any of Auctus is deemed an affiliated purchaser or
distribution participant within the meaning of Regulation M, then Auctus will
not be permitted to engage in short sales of common stock. Furthermore,
under Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time
prior to the commencement of such distributions, subject to specified
exceptions or exemptions. In addition, if a short sale is deemed to be a
stabilizing activity, then the selling stockholders will not be permitted to
engage in a short sale of our common stock. All of these limitations may
affect the marketability of the shares.

Auctus Private Equity Fund, LLC, the underwriter herein, may offer for sale
up to an estimated 7,500,000 shares of our common stock which it will
originally acquire pursuant to the terms of the equity line of credit
agreement as more fully described under "Selling Stockholder." Auctus will
be offering such shares for their own account. We do not know for certain
how or when Auctus will choose to sell their shares of common stock.
However, they can sell such shares at any time or through any manner set
forth in this plan of distribution at such time as we have "put" the shares
to them. We may request Auctus to purchase shares by delivering a Drawdown
Notice to Auctus. We have acknowledged that Auctus may sell shares
corresponding with a particular Drawdown Notice after the Drawdown Notice is
received by Auctus which allows them to short sell the shares. There shall be
a minimum of five (5) Trading Days between each Drawdown Notice Date.

To permit Auctus to resell the shares of common stock issued to it, we agreed
to file a Registration Statement, of which this prospectus is a part, and all
necessary amendments and supplements with the SEC for the purpose of
registering and maintaining the registration of the shares. We will bear all
costs relating to the registration of the common stock offered by this
prospectus. We will keep the Registration Statement effective until the date
after which all of the shares of common stock held by Auctus that are covered
by the registration statement have been sold by Auctus pursuant to such
registration statement.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the respective names, ages and positions of
our directors and executive officers as well as the year that each of them
commenced serving as a director with MONT. The terms of all of the directors,
as identified below, will run until our annual meeting of stockholders in
2011.

Name Age Position
------------- --- ------------------------------

Paul Gain 49 Chairman and Chief
Executive Officer
----------------------------------------------------------------------------

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.

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.

Involvement in Certain Legal Proceedings

None of the executive officers of the Company (i) has been involved as a
general partner or executive officer of any business which has filed a
bankruptcy petition; (ii) has been convicted in any criminal proceeding nor
is subject to any pending criminal proceeding; (iii) has been subjected to
any order, judgment or decree of any court permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; and (iv) has been found
by a court, the United States Securities and Exchange Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.

Information Concerning Non-Director Executive Officers

We currently have no executive officers serving who are non-directors.

DIRECTOR AND OFFICER COMPENSATION
Summary Compensation Table

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 2008. 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-
-----------------------------------------------------------------------------

No stock options have been granted to the Company's officers and directors
and none are issued or outstanding.

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.

Significant Employees

We have no significant employees other than our executive officers and
directors named in this prospectus. We conduct our business through
agreements with consultants and arms-length third parties.

Committees of the Board of Directors

Our audit committee presently consists of our director. Our board does not
have compensation, governance, nominating or executive committees or any
other committees. Our entire board serves in such capacities until their
respective successors are elected and qualified.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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.

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 24.4%
President

Common Powerhouse Development (4) 16,875,000 28.0%
Shareholder
-----------------------------------------------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(1 person) 14,700,000 24.4%

(1) Percent of Class based on 60,688,707shares
(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.

DESCRIPTION OF SECURITIES

General

Under our Certificate of Incorporation, we are authorized to issue an
aggregate of 75,000,000 shares of common stock, par value $0.001 per share,
and no shares of preferred stock. As of the date hereof, 60,688,707 shares
of our common stock are issued and outstanding, and there are approximately
2,120 holders of record of our Common Stock.

Common Stock

Pursuant to our bylaws, our common stock is entitled to one vote per share on
all matters submitted to a vote of the stockholders, including the election
of directors. Except as otherwise required by law, the holders of our common
stock possess all voting power. Generally, all matters to be voted on by
stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of
our common stock that are present in person or represented by proxy. Holders
of our common stock representing a majority of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders, pursuant
to Nevada Corporate Law NRS 78.320. Our Certificate of Incorporation does
not provide for cumulative voting in the election of directors.

The holders of shares of our common stock will be entitled to such cash
dividends as may be declared from time to time by our board of directors from
funds available therefore.

Upon liquidation, dissolution or winding up of our company, the holders of
shares of our common stock will be entitled to receive, on a pro rata basis,
all assets of our company available for distribution to such holders.

In the event of any merger or consolidation of our company with or into
another company in connection with which shares of our common stock are
converted into or exchangeable for shares of stock, other securities or
property (including cash), all holders of our common stock will be entitled
to receive the same kind and amount of shares of stock and other securities
and property (including cash), on a pro rata basis.

Holders of our common stock have no pre-emptive rights, no conversion rights
and there are no redemption provisions applicable to our common stock.

Market for Common Stock

Our common stock is quoted on the OTC Bulletin Board under the symbol,
"MONT." The market for our common stock has been sporadic.

Dividend Policy

We currently anticipate that no cash dividends will be paid on our common
stock in the foreseeable future. Our Board periodically will reevaluate this
dividend policy taking into account our operating results, capital needs, and
the terms of our existing financing arrangements and other factors.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.

Options

We do not have a stock option plan in place nor are there any outstanding
exercisable for shares of our common stock.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or offering of the common stock was employed on a
contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in our company or any of its
parents or subsidiaries. Nor was any such person connected with our company
or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.

EXPERTS

The Law Offices of Thomas C. Cook, LTD has assisted us in the preparation of
this prospectus and Registration Statement and will provide counsel with
respect to other legal matters concerning the registration and offering of
the common stock. The Law Offices of Thomas C. Cook, LTD have consented to
being named as an expert in our Registration Statement, of which this
prospectus forms a part. The consent has been filed as an exhibit to the
Registration Statement.

De Joya Griffith & Company, LLC, our certified public accountants, have
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit reports.
De Joya Griffith & Company, LLC has presented its report with respect to our
audited financial statements. The report of De Joya Griffith & Company, LLC
is included in reliance upon their authority as experts in accounting and
auditing. Their consent to being named as Experts is filed as Exhibit 23.1
to the Registration Statement of which this Prospectus is a part.

DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation and Bylaws provide no director shall be liable
to the corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director, except with respect to (1) a breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability which may be specifically defined by
law or (4) a transaction from which the director derived an improper personal
benefit, it being the intention of the foregoing provision to eliminate the
liability of the corporation's directors to the corporation or its
stockholders to the fullest extent permitted by law. The corporation shall
indemnify to the fullest extent permitted by law each person that such law
grants the corporation the power to indemnify.

We have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities is asserted
by one of our directors, officers, or controlling persons in connection with
the securities being registered, we will, unless in the opinion of our legal
counsel, submit the question of whether such indemnification is against
public policy to a court of appropriate jurisdiction.

DESCRIPTION OF OUR BUSINESS

Monster Offers is an emerging online technology company specializing in
social media commerce and advertising solutions for large Companies and Non
Profit Organizations incorporated in the State of Nevada on February 23,
2007. Monster Offers is an online "Deal of the Day" advertising agency. We
also provide brand development, marketing services, and software development
for our clients. Potential customers include large advertisers, direct
marketers, and advertising agencies seeking to increase brand impressions,
sales, and customer contact through online marketing initiatives.

Our services include the development of advertising campaigns used to market
products and/or services online. Our website is: www.monsteroffers.com.
At this website, we offer customers an opportunity to find the "Deal of the
Day" in their local area. The website provides the input of a zip code in
the U.S. and the customer can find a local retailer offering a discount on
services/products.

Our website development and media campaigns are managed by a proprietary
software platform. This technology platform allows us to acquire and track
sales for our clients in real-time. Comprehensive detailed reporting on
website activity is also displayed which allows us to analyze the
effectiveness of different marketing campaigns, advertisements and specific
promotions. This statistical process helps management to determine which
campaigns are performing at an acceptable level for our clients and which
campaigns are achieving an acceptable profit margin for Monster Offers.

Marketing Strategy
------------------

Monster Offers owns and/or operates on behalf of clients
www.monsteroffers.com and drhealthshare.com. We generate page views to these
websites by engaging third party Internet advertising partners. Our Web
properties and marketing activities are designed to generate real-time
response based marketing results.

While visiting one of our online websites, consumers are given the
opportunity to purchase and/or ask to be contacted about various
product and service offerings. These websites generate a variety of
transactional results ranging from: (a) web traffic; (b) marketable
profiled data lists of consumers; (c) targeted response leads; and (d)
completed applications for product and/or service sales.

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. These traffic publishers
choose, manage, and execute marketing cost per action client campaigns.
They are also provided with real-time commission tracking.

Sales Strategy
--------------

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.

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.

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.

Government Approval

There are currently no regulations governing our products or services.

Employees

Aside from the Officers and Director as described in this prospectus, the
Company does not have any other employees. The Company does utilize the
services of independent contractors and independent consultants.

DESCRIPTION OF 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.

LEGAL PROCEEDINGS

Involvement in Certain Legal Proceedings
----------------------------------------

Our directors, executive officers and control persons have not been
involved in any of the following events during the past ten years and which
is material to an evaluation of the ability or the integrity of our director
or executive officer:

1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);

3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities;

4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated;

5. any judicial or administrative proceedings resulting from involvement in
mail or wire fraud or fraud in connection with any business entity;

6. Any judicial or administrative proceedings based on violations of federal
or state securities, commodities, banking or insurance laws and
regulations, or any settlement to such actions; and

7. Any disciplinary sanctions or orders imposed by a stock, commodities or
derivatives exchange or other self-regulatory organization.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related
notes included elsewhere in this prospectus. This discussion contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ materially from those we currently anticipate as a result
of many factors, including the factors we describe under "Risk Factors,"
"Special Note Regarding Forward-Looking Statements" and elsewhere in this
prospectus.

Forward Looking Statements

Some of the information in this section contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You
should read statements that contain these words carefully because they:

o discuss our future expectations;

o contain projections of our future results of operations or of our
financial condition; and

o state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there
may be events in the future that we are not able to accurately predict or
over which we have no control. Our actual results and the timing of certain
events could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including those set forth
under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk
Factors."

Unless stated otherwise, the words "we," "us," "our," "the Company" or "MONT"
in this prospectus collectively refers to the Company.

Business Overview

General

Monster Offers is an emerging online technology company specializing in
social media commerce and advertising solutions for large Companies and Non
Profit Organizations incorporated in the State of Nevada on February 23,
2007. From our inception 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, 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' equity deficit of
$(12,684). In our auditor's report included in their audit for fiscal year
ended December 31, 2010, our auditors expressed substantial doubt as to our
ability to continue as a going concern.

The growth and development of our business will require a significant amount
of additional funding. We currently have limited financial resources and
based on our current operating plan, we will need to raise additional capital
in order to continue as a going concern. Upon the obtainment of additional
funds, we plan to enhance our "Deal of the Day" concept.

Strategic Business Plan

Generating Revenue and Financing Plans for the Short-Term

In the short term, the Company plans to generate revenues and operating
capital with three initiatives:

o The sale of equity securities.

o Through the sponsored "Deal of the Day" program in driving consumers to
local retailers

o Marketing our proprietary software programs

We intend to conduct financing and raise operating capital for our intended
plans of operations through the sales and issuances of our common stock. We
intend to conduct a series of private offerings to accredited investors only
(as such term is defined in Rule 501 of Regulation D of the Securities Act of
1933) either through our officers or directors, or through the help of one or
more placement agents.

Until we can generate increased revenues and profits, obtaining short term
operating capital through sales of our equity securities is vital for us to
continue as a going concern. Should we fail in our efforts to attract
investment in our Company, we will not be able to execute our business plan,
and our operations will fail. Current obstacles we face to our financing
plans include, but are not limited to, the current global economic crises and
declining market for investment in the United States, the highly competitive
market in which we operate, the lack of popularity and brand awareness of our
products, the fact that we have never generated revenues and our products are
not market tested, the large amount of debt we have incurred since inception,
and the fact that our auditors have issued a going concern opinion in our
last audited financial statements and we anticipate that they will be issuing
a going concern opinion in our upcoming audited financial statements.

November 2010 Securities Purchase Agreement

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.

Results of Operations

As of December 31, 2010, our cash on hand was $36,531 and account receivable
of $6,352, and prepaid expenses of $51,667 compared to $18,190, $2,235 and
$0 respectfully as of our fiscal year end of December 31, 2010.

As of December 31, 2010, our total assets were $99,846, as compared to
$20,425 as of December 31, 2010. This increase was primarily due to
revenues and acquisition of software.

As of December 31, 2010, our total current liabilities were $112,530 as
compared to $1,350 as of December 31, 2010. This increase was primarily
due to a convertible note payable amounting to $99,899.

Total Stockholders' Deficit. Our stockholders' deficit was $(12,684) as
of December 31, 2010 compared to $19,075 as of December 31, 2009.

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 $102,433 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

Liquidity and Capital Resources
-------------------------------

Our balance sheet as of December 31, 2010 reflects current assets of $94,550
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 December 11, 2007 we issued 11,250,000 par value $0.001 common shares of
stock to the Company's founder for $11,250 cash. All securities were issued
in reliance upon an exemption from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering.

Monster Offers was a wholly-owned subsidiary of Tropical PC. The shares of
Monster Offers were issued to each of Tropical PC's shareholders as a spin-
off dividend of Tropical PC, Inc. on a proportional basis. 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. The Company purchased 600,000 spin-off
shares from Tropical PC's original founder at par value. These 600,000
shares were returned to the Monster Offers treasury to be used as future
officer compensation, contingent on making Monster Offers profitable over the
next two years.

In December, 2007, we conducted a private placement without any general
solicitation or advertisement. The Company issued 7,500,000 shares of its
$0.001 par value common stock to non-affiliated investors for cash of $33,750
pursuant to a Regulation D, Rule 506 of the Securities Exchange Act of 1934.
All securities were issued in reliance upon an exemption from registration
under Section 4(2) of the Securities Act as a transaction not involving a
public offering. Some of the investors were accredited and some were
sophisticated investors with access to information about the Company.

On December 21, 2009, the Company authorized the sale of 13,500,000
unregistered restricted common shares in exchange for $13,500. The shares
were 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. These non-accredited investors were sophisticated with access to
information about the Company The shares of common stock issued will contain
a legend restricting transferability absent registration or applicable
exemption.

In August 2010, the Company reached a mutually agreeable understanding with a
non-affiliated shareholder to cancel 1,000,000 unregistered common shares
he owns. These unregistered restricted shares were issued in a private
offering with the understanding that the shareholder would purchase these
shares and provide technical expertise to the company. Since the services
were not delivered to the company's satisfaction, it has been agreed that
these 1,000,000 unregistered common shares will be canceled and returned
to the Company.

On August 30, 2010, Monster Offers issued 8,000,000 shares of its
unregistered common stock to Mr. Paul Gain, manager of Prime Mover Global,
LLC. in exchange for a one hundred (100%) percent ownership interest in the
SNAP Software. The shares will be issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act. We believed
that Section 4(2) was available because the offer and sale did not involve a
public offering and there was not general solicitation or general advertising
involved in the offer or sale. 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.

On September 1, 2010, Monster Offers issued 550,000 shares of its
unregistered common stock to Messrs. Stephen Hall (150,000 shares), Scott
Wilcox (200,000 shares) and Paul West (200,000 shares) in exchange for their
consulting services rendered and to be rendered to the Company. The shares
will be issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and
there was not general solicitation or general advertising involved in the
offer or sale. The shares of common stock issued contained a legend
restricting transferability absent registration or applicable exemption.

On November 18, 2010, Monster Offers issued 125,000 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.

Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. Originally, management
anticipated a need to raise $475,000 to fully implement its business plan.
After careful consideration and a detailed analysis by new management, the
Company now expects it will need to raise $5,000,000 to forward its business
plan, and we would have to issue debt or equity or enter into a strategic
arrangement with a third party. Management believes it can begin to
partially implement its business plan with its limited funds and resources.
There can be no assurance that additional capital will be available to us,
especially with the current economic environment. We currently have no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources.

Based on current cash on hand of $36,531 as of December 31, 2010, current
assets of $94,550 and $112,530 in current liabilities, management is
concerned that Monster Offers may not have sufficient funds to meet its
financial obligations for the next twelve months. Management believes it has
sufficient cash reserves to keep the Company operational through the second
quarter. Management will need to obtain outside funding to keep the Company
operational beyond the second quarter. There are no assurances that management
will be able to secure outside funding. Management anticipates that the
Company will need to spend a minimum of $15,000 over the next twelve months to
pay for audit and legal fees to keep the company fully reporting. Failure to
secure additional funding can result in the company being fully reporting, but
not operational. The Company will require additional funds to build its
business infrastructure.

If the Company falls short of capital to keep the Company fully reporting,
our sole officer/director has agreed to donate funds to the operations of
the Company, in order to keep it fully reporting for the next twelve (12)
months, without seeking reimbursement for funds donated. No agreement exists
that our sole officer/director will continue to donate funds to the
operations of the Company for the next twelve months; therefore, there is
no guarantee that he will continue to do so in the future.

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.

We hope to raise $5,000,000 in a future offering of our common stock. In the
event we are unable to raise this money, we may not be able to sustain our
operations, which could result in reducing or ceasing our operations and may
consequently force us to cease our business operations altogether. There are
no formal or informal agreements to attain such financing and we can not
assure you that any financing can be obtained. Management has been seeking
funding from a number of sources, but has yet to secure any funding,
especially during this current economic downturn. Management continues to
seek different funding sources in order to initiate its business plan. The
downturn in the economy has limited various sources of financing. Management
continues to seek financing with no success. If we are unable to raise these
funds, we will not be able to implement any of our proposed business
activities and may be forced to cease operations.

Off-Balance Sheet Arrangements

We did 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 of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Critical Accounting Policies & Estimates

The Company's financial statements included herein were prepared in
accordance with United States generally accepted accounting principles.
Significant accounting policies are as follows:

a. Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.

b. 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.

c. 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.

d. Revenue Recognition

In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, the
Company monetizes a portion of its user activities through transactional
based services generated primarily from fees earned via marketing services
including data and list management, lead generation, and online marketing
campaigns, which can be either periodic or transactional. 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 Pronouncements

Recently Issued Accounting Pronouncements
-----------------------------------------
None.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE

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 $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. 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.

Through a Board Resolution, the Company hired the professional services of
De Joya Griffith & Company, LLC, Certified Public Accountants & Consultants,
to perform an audit of the financials for the Company. De Joya Griffith &
Company, LLC owns no stock in the Company. The company has no formal
contract with its accountants, and they are paid on a fee for service basis.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for our Common Stock

Our common stock trades on the OTCBB 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 $1.20 $0.56
Third Quarter Ended September 30, 2010 $0.60 $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.

Holders

As of March 23, 2011, there were 60,688,707 shares of our common stock
outstanding held by approximately 2,120 shareholders of record. The number
of our shareholders of record excludes any estimate by us of the number of
beneficial owners of shares held in street name, the accuracy of which
cannot be guaranteed.

Dividend Policy

We have not paid any cash dividends on our common stock to date, and we have
no intention of paying cash dividends in the foreseeable future. Whether we
will declare and pay dividends in the future will be determined by our board
of directors at their discretion. The timing, amount and form of dividends,
if any, will depend on, among other things, our results of operations,
financial condition, cash requirements and other factors deemed relevant by
our board of directors.

SEC "Penny Stock" Rules.

The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks.
Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by
the exchange or quotation system. The penny stock rules require a broker-
dealer, prior to a transaction in a penny stock, to deliver a standardized
risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of
the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties
or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for
penny stocks and the significance of the spread between the bid and ask
price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure
document or in the conduct of trading in penny stocks; and (f) contains such
other information and is in such form, including language, type, size and
format, as the Securities and Exchange Commission shall require by rule or
regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid
and ask prices apply, or other comparable information relating to the depth
and liquidity of the market for such stock; and (d) monthly account
statements showing the market value of each penny stock held in the
customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a
written agreement to transactions involving penny stocks, and a signed and
dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the
penny stock rules, stockholders may have difficulty selling those securities.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the
information contained in the registration statement and exhibits. Statements
made in the registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of our company. We refer you to
our registration statement and each exhibit attached to it for a more
detailed description of matters involving our company and the statements we
have made in this prospectus are qualified in their entirety by reference to
these additional materials. You may inspect the registration statement,
exhibits and schedules filed with the Securities and Exchange Commission at
the SEC's principal office in Washington, D.C. Copies of all or any part of
the registration statement may be obtained from the Public Reference Section
of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Securities
and Exchange Commission also maintains a website at http://www.sec.gov that
contains reports, proxy statements and information regarding registrants that
file electronically with the SEC. Our registration statement and the
referenced exhibits can also be found on this site.

FINANCIAL INFORMATION

MONSTER OFFERS

Table of Contents
Financial Statement
-------------------

PAGE

Year end December 31, 2010 Financials (audited):
------------------------------------------------

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

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.

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

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 $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. 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

[OUTSIDE BACK COVER OF PROSPECTUS]

_____________________________________________________________________________

MONSTER OFFERS
7,500,000 SHARES of COMMON STOCK

Until ninety days after the date this registration statement is declared
effective, all dealers that effect transactions in these securities whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

_____________________________________________________________________________

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Nature of Expenses:
Amount
------

U. S. Securities and Exchange Commission registration fee $ 139
Legal fees and miscellaneous expenses* $ 7,500
Audit Fees* $ 2,500
Transfer Agent Fees* $ 2,000
Printing* $ 361
-------
Total $12,500
=======

*Estimated Expenses.

We are paying all expenses of the offering listed above. No portion of
these expenses will be paid by Auctus Private Equity Funds, LLC. Auctus
however, will pay any other expenses incurred in selling their common
stock, including any brokerage commissions or costs of sale.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide for indemnification to the full extent
permitted by the laws of the State of Nevada for each person who becomes a
party to any civil or criminal action or proceeding by reason of the fact
that he, or his testator, or intestate, is or was a director or officer of
the corporation or served any other corporation of any type or kind, domestic
or foreign in any capacity at the request of the corporation. We have been
advised that, in the opinion of the SEC, indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our legal counsel, submit
the question of whether such indemnification is against public policy to a
court of appropriate jurisdiction.

We have no other indemnification provisions in our Certificate of
Incorporation, Bylaws or otherwise specifically providing for indemnification
of directors, officers and controlling persons against liability under the
Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On August 30, 2010, Monster Offers issued 8,000,000 shares of its
unregistered common stock to Mr. Paul Gain, manager of Prime Mover Global,
LLC. in exchange for a one hundred (100%) percent ownership interest in the
SNAP Software. The shares will be issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act. We believed
that Section 4(2) was available because the offer and sale did not involve a
public offering and there was not general solicitation or general advertising
involved in the offer or sale. 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.

ITEM 16. EXHIBITS

Incorporated by Reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
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.
-------------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. S-1 5.1 01/28/2011
regarding the legality of the
securities being registered
-------------------------------------------------------------------------------
5.2 Opinion of Thomas C. Cook, Esq. S-1 5.1 02/04/2011
regarding the legality of the
securities being registered
-------------------------------------------------------------------------------
5.3 Opinion of Thomas C. Cook, Esq. X
regarding the legality of the
securities being registered
-------------------------------------------------------------------------------
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.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
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 of De Joya Griffith S-1 23.1 01/28/2011
& Company, LLC
-------------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. X
(included in Exhibit 5.3).
-------------------------------------------------------------------------------
23.3 Consent of De Joya Griffith S-1/A 09/30/10 23.3 02/04/2011
& Company, LLC
-------------------------------------------------------------------------------
23.4 Consent of De Joya Griffith S-1/A 09/30/10 23.4 03/09/2011
& Company, LLC
-------------------------------------------------------------------------------
23.5 Consent of De Joya Griffith X
& Company, LLC
-------------------------------------------------------------------------------

ITEM 17. UNDERTAKINGS

The Registrant undertakes:

1. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The Registrant is registering securities under Rule 415 of the Securities Act
and hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.

iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

4. That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule
424;

ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

5. Since the small business issuer is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to
such date of first use.

6. Request for Acceleration of Effective Date. If the small business
issuer (Registrant) requests acceleration of the effective date of this
registration statement under Rule 461 under the Securities Act, it shall
include the following:

"Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable."

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action,
suit or proceeding, is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed
in the Securities Act, and we will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Bonsall,
California on May 12, 2011.

MONSTER OFFERS

By: /s/ Paul Gain
-----------------------------------------------
Paul Gain
Chief Executive Officer, President,
Chairman (Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

Signature Title Date
--------- ---------------------------------- ----------------
/s/ Paul Gain Chief Executive Officer, President, May 12, 2011
------------- Chairman (Principal Executive Officer,
Paul Gain Principal Financial Officer, and
Principal Accounting Officer)