UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one) | |
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________to
Commission File Number: 0-53266 |
MONSTER OFFERS
(Exact name of registrant as specified in its charter)
Nevada | 27-1548306 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or Organization) | Identification No.) |
117 Calle de Los Molinos, San Clemente, CA | 92672 | |
(Address of principal executive offices) | (Zip Code) |
(949) 542-6668
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
1 |
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 17, 2013, the registrant’s outstanding common stock consisted of 32,901,651 shares, $0.001 par value. Authorized – 75,000,000 shares.
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Table of Contents
Monster Offers
Index to Form 10-Q
For the Quarterly Period Ended March 31, 2013
PART I | Financial Information | 4 |
ITEM 1. | Financial Statements | 4 |
Balance Sheets | 5 | |
Unaudited Statements of Operations | 6 | |
Unaudited Statements of Cash Flows | 7 | |
Notes to the Unaudited Financial Statements | 8 | |
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 |
ITEM 4T. | Controls and Procedures | 29 |
PART II | Other Information | 31 |
ITEM 1. | Legal Proceedings | 31 |
ITEM 1A. | Risk Factors | 31 |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
ITEM 3 | Defaults Upon Senior Securities | 31 |
ITEM 4 | Mine Safety Disclosures | 31 |
ITEM 5 | Other Information | 31 |
ITEM 6 | Exhibits | 31 |
SIGNATURES | 32 | |
3 |
Part I - Financial Information
Item 1. Financial Statements
4 |
MONSTER OFFERS | |||
(A Development Stage Company) | |||
CONSOLIDATED BALANCE SHEETS | |||
(Unaudited) | |||
March 31, | December 31, | ||
Assets: | 2013 | 2012 | |
Current Assets | |||
Cash | $ 9,287 | $ 182,820 | |
Accounts receivable, net of allowance for doubtful | |||
accounts of $1,250 | 2,923 | 4,173 | |
Loan receivable to related party | 283,450 | 452,362 | |
Interest receivable to related party | 8,936 | 8,840 | |
Prepaid expenses | 42,344 | 46,079 | |
Total Current Assets | 346,940 | 694,274 | |
Fixed Assets | |||
Property and equipment, net | 1,051 | 1,248 | |
Website, net | 32,774 | 44,186 | |
Total Fixed Assets | 33,825 | 45,434 | |
Total Assets | $ 380,765 | $ 739,708 | |
Liabilities and Stockholders' Equity: | |||
Current Liabilities | |||
Accounts payable & accrued expenses | $ 170,700 | $ 197,113 | |
Accounts payable to related parties | 4,000 | - | |
Accrued interest | 2,221 | 2,050 | |
Loan from officer | 18,425 | 101,125 | |
Notes payable to related party | 13,250 | 13,250 | |
Convertible notes payable | 23,500 | 38,500 | |
Total Liabilities | 232,096 | 352,038 | |
Stockholders' Equity: | |||
Common stock, $0.001 par value; 75,000,000 shares | |||
authorized, 5,205,779 and 3,389,361 shares issued and | |||
outstanding at March 31, 2013 and | |||
December 31 2012, respectively | 5,206 | 3,389 | |
Additional paid in capital | 5,259,771 | 4,835,503 | |
Stock subscription payable | 485,691 | 760,449 | |
Deficit accumulated during the development stage | (5,601,999) | (5,211,671) | |
Total stockholders' equity | 148,669 | 387,670 | |
Total Liabilities and Stockholders' Equity | $ 380,765 | $ 739,708 | |
The accompanying notes are an integral part of these financial statements. | |||
5 |
MONSTER OFFERS | |||||
(A Development Stage Company) | |||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||
(Unaudited) | |||||
From Inception | |||||
(February 23, 2007) | |||||
For the Three Months Ended March 31, |
to March 31, | ||||
2013 | 2012 | 2013 | |||
Revenues | |||||
Commission revenues | $ 11,250 | $ 21,500 | $ 214,635 | ||
Commission revenues related party | - | - | 326,247 | ||
License reveunes | - | 25,000 | 100,000 | ||
Service- related party | 3,200 | - | 76,401 | ||
14,450 | 46,500 | 717,283 | |||
Cost of services | - | - | 249,828 | ||
Gross Profit | 14,450 | 46,500 | 467,455 | ||
Operating expenses: | |||||
General and administration | 10,752 | 12,222 | 526,464 | ||
Consulting | 292,968 | 9,183 | 1,353,914 | ||
Salaries | 58,350 | 10,550 | 318,006 | ||
Marketing and promotions | 1,203 | - | 41,474 | ||
Depreciation and amortization | 11,609 | - | 43,979 | ||
Professional fess | 30,205 | 4,500 | 131,007 | ||
Total operating expenses | 405,087 | 36,455 | 2,414,844 | ||
Income (Loss) from operations | (390,637) | 10,045 | (1,947,389) | ||
Other income and (expenses): | |||||
Interest expense | (2,671) | (5,381) | (83,562) | ||
Interest income | 2,980 | - | 8,139 | ||
Financing expense | - | (14,064) | (160,987) | ||
Loss on debt settlement | - | - | (2,497,367) | ||
Debt forgiveness | - | - | 6,456 | ||
Refund on expenses | - | - | 34,000 | ||
Impairment expense | - | - | (525,435) | ||
Total other income and (expenses) | 309 | (19,445) | (3,218,756) | ||
Net loss before taxes | (390,328) | (9,400) | (5,166,145) | ||
Tax provisions | - | - | - | ||
Net loss after taxes | $ (390,328) | $ (9,400) | $ (5,166,145) | ||
Basic & diluted loss per share | $ (0.09) | $ (0.04) | |||
Weighted average shares outstanding | 4,209,558 | 228,357 | |||
The accompanying notes are an integral part of these financial statements. | |||||
6 |
MONSTER OFFERS | ||||||||
(A Development Stage Company) | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Unaudited) | ||||||||
From Inception | ||||||||
(February 23, 2007) | ||||||||
For the Three Months Ended March 31, |
to March 31, | |||||||
2013 | 2012 | 2013 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Loss for the period | $ (390,328) | $ (9,400) | $ (5,166,145) | |||||
Adjustments to reconcile net loss to net cash | ||||||||
provided by operating activities: | ||||||||
Impairment loss | - | - | 525,435 | |||||
License revenues- non cash | - | (25,000) | (100,000) | |||||
Non-cash compensation | - | - | 8,400 | |||||
Forgiveness of debt | - | - | (846) | |||||
Financing fees | - | 12,917 | 160,987 | |||||
Stock for services | 258,575 | - | 1,122,535 | |||||
Stock options for services | - | 181 | 260,905 | |||||
Stock for note extension | - | - | 15,000 | |||||
Bad debt | - | 1,250 | 1,250 | |||||
Discount on notes payable | - | - | 15,000 | |||||
Stock issued for debt settlement | - | - | 2,497,367 | |||||
Strategic alliance costs | - | 3,582 | 45,878 | |||||
Effect from share exchange | - | - | 24,618 | |||||
Master purchase agreement | (298,745) | - | (298,745) | |||||
Depreciation and amortization | 11,609 | - | 43,979 | |||||
Changes in Operated Assets and Liabilities: | ||||||||
Prepaids | 3,735 | - | (16,072) | |||||
Accounts receivable | 1,250 | 1,500 | 2,179 | |||||
Interest receivable | (96) | - | (5,255) | |||||
Unamortized financing fees | - | 1,955 | (6,919) | |||||
Loan receivable to related party | 168,912 | - | (2,900) | |||||
Accounts payable and accrued expenses | (25,791) | (501) | 91,215 | |||||
Accounts payable to related parties | 4,000 | - | 4,000 | |||||
Accrued interest | 171 | 5,381 | 12,416 | |||||
Net cash used in operating activities | (266,708) | (8,135) | (765,718) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from sale of stock | 168,875 | - | 500,845 | |||||
Proceeds from stock subscription payable | 7,000 | - | 7,000 | |||||
Proceeds from officer loan | - | - | 101,125 | |||||
Payments on officer loan | (82,700) | - | (82,700) | |||||
Proceeds from convertible notes | - | - | 240,500 | |||||
Payments on convertible notes | - | - | (6,000) | |||||
Proceeds from note payable | - | 4,500 | - | |||||
Proceeds from notes payable to related party | - | - | 13,250 | |||||
Contributed capital | - | - | 985 | |||||
Net cash provided by financing activities | 93,175 | 4,500 | 775,005 | |||||
Net (decrease) increase in cash | (173,533) | (3,635) | 9,287 | |||||
Cash at beginning of period | 182,820 | 3,817 | - | |||||
Cash at end of period | $ 9,287 | $ 182 | $ 9,287 | |||||
SUPPLEMENTAL DISCLOSURES: | ||||||||
Income taxes paid | $ - | $ - | $ - | |||||
Interest paid | $ - | $ - | $ - | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Stock issued for purchase of license | $ - | $ - | $ 450,000 | |||||
Stock issued for conversion of notes | $ 15,000 | $ - | $ 447,242 | |||||
Stock issued for debt settlement | $ - | $ - | $ 2,497,367 | |||||
The accompanying notes are an integral part of these financial statements. | ||||||||
8 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 1 – ORGANIZATION & BUSINESS DESCRIPTION
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"). On November 9, 2012 the Company executed a share exchange agreement with Ad Shark, Inc., a privately-held California corporation incorporated April 12, 2011. As a result of the share exchange agreement Ad Shark, Inc. became a wholly owned subsidiary of the Company. Ad Shark, Inc. organizes advertising sales efforts by constructing media and advertising delivery systems for Smartphone and Tablet application developers including the delivery of mobile banners, mobile video, mobile text messaging, and mobile email advertising.
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 has been unable to commence its primary operations to-date due to lack of sufficient working capital, and therefore remains a development stage company.
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.
NOTE 2 - 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 March 31, 2013, the Company incurred an accumulated deficit during development stage of approximately $5,601,999. The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and it’s ability to raise additional capital as required.
Management plans to raise equity capital to finance the operating and capital requirements of the Company, and also plans to pursue acquisition opportunities of other revenue-generating companies that provide complementary capabilities to that of the Company. Amounts raised will be used for further development of the Company's products and 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.
9 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
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 (“US GAAP”).
Unaudited Interim Financial Information
The accompanying statements of operations for the three months ended March 31, 2013 and from inception (January 26, 2010) to March 31, 2013, and consolidated statements of cash flows for the three months ended March 31, 2013 and from inception (January 26, 2010) to March 31, 2013, are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary for the fair presentation of the company’s statement of financial position at March 31, 2013 and its results of operations and its cash flows for the three months ended March 31, 2013 and from inception (January 26, 2010) to March 31, 2013. The results for the three months ended March 31, 2013, are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2013.
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company and Ad Shark, Inc. as of March 31, 2013. Ad Shark, Inc. was acquired through a share exchange agreement on November 9, 2012. Therefore, the Company only reports the profits and losses from Ad Shark, Inc. after the date of merger. All intercompany balances and transactions have been eliminated.
Development Stage Company
The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Reclassification
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements.
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 March 31, 2012 and December 31, 2012, there are no cash equivalents.
10 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)
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 $1,203 and $0 for the three months ended March 31, 2013 and 2012, respectively.
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 other 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.
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.
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 March 31, 2013 and December 31, 2012, we have $4,173 and $5,423, respectively, in accounts receivable $1,250 charged to allowance for doubtful accounts.
11 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)
Equipment
Equipment is stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which consist of computer equipment, which is 3 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for equipment betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense. The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of equipment and website development costs or whether the remaining balance of equipment should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring their recoverability.
Website Development Costs
The Company recognizes the costs associated with developing a website in accordance with FASB ASC 350-50 “Website Development Costs”. Accordingly costs associated with the website consist primarily of website development costs paid to a third party. These capitalized costs are amortized based on their estimated useful life over two years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred.
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.
Intangible assets
The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles - Goodwill and Other” to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives. The Company amortizes its license of SSL5 intellectual property using the straight-line method over an estimated useful life of 10 years (see Note 8).
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.
12 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based compensation (continued)
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.
Income Taxes
The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Recent Accounting Pronouncements
ASU 2011-04. In May 2011, the FASB issued Accounting Standards Update 2011-14, “Fair Value Measurement (Topic 820)”. This Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and they explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The adoption of ASU 2011-04 is not expected to have any material impact on our financial position, results of operations or cash flows.
We have examined all other recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company.
NOTE 4 – PROPERTY & EQUIPMENT
Property and equipment consists of the following at March 31, 2013 and December 31, 2012:
March 31, 2013 | December 31, 2012 | |||||
Property and equipment | $ 2,364 | $ 2,364 | ||||
Less: accumulated depreciation | 1,313 | 1,116 | ||||
Property and equipment, net | $ 1,051 | $ 1,248 |
13 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 4 – PROPERTY & EQUIPMENT (continued)
The Company acquired the property and equipment through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore the Company only recognized depreciation on the equipment after the share exchange date. Depreciation expense for the three months ended March 31, 2013 and 2012 was $197 and $0.
NOTE 5 – WEBSITE DEVELOPMENT COSTS
Website development costs consist of the following at March 31, 2013 and December 31, 2012:
March 31, 2013 | December 31, 2012 | |||
Website | $ 91,298 | $ 91,298 | ||
Less: accumulated amortization | 58,524 | 47,112 | ||
Website, net | $ 32,774 | $ 44,186 |
The Company acquired the website asset through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore the Company only recognized amortization expense on the website after the share exchange date. Amortization expense for the three months ended March 31, 2013 and 2012 was $11,412 and $0.
NOTE 6 – STOCK SPLIT
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements.
NOTE 7 – SHARE EXCHANGE AGREEMENT
On November 9, 2012, the Company acquired Ad Shark Inc., a privately-held California corporation, through a share exchange agreement whereby the Company will issue 27,939,705 common shares in exchange for all the outstanding equity of Ad Shark, Inc. As a result of the share exchange, Ad Shark, Inc. became a wholly owned subsidiary of the Company. As of March 31, 2013, no shares have been issued pertaining to the share exchange agreement. The Company has reported the issuable shares as a stock subscription payable on the balance sheet and statement of stockholders’ equity.
NOTE 8 - STOCKHOLDERS' EQUITY
Common Stock
The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.
In the three months ended March 31, 2013 the Company issued 1,816,418 common shares of which 861,751 shares were for $454,300 cash ($278,425 received in 2012), 874,667 shares to consultants for services, and 80,000 to Tangier Investors LLP for the reduction of 15,000 in debt. The shares to consultants were valued at the closing stock price on the date of the executed agreement. This resulted in a consulting expense of $228,545 being recorded for the three months ended March 31, 2013. The uncompleted portions of the consulting contracts for future services were recorded as a prepaid asset because the Company has an enforceable right to receive these services. The Company recorded an additional $30,652 of prepaid asset for future consulting services to be provided to the Company which resulted in a prepaid balance of $42,344 at March 31, 2013.
14 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 8 - STOCKHOLDERS' EQUITY (continued)
Stock Options
The following summarizes pricing and term information for options issued to consultants that are outstanding as of March 31, 2013 and December 31, 2012:
Three Months ended March 31, 2013 | Year ended December 31, 2012 | ||||||||||
Weighted | Weighted | ||||||||||
Average | Aggregate | Average | Aggregate | ||||||||
Number of | Exercise | Intrinsic | Number of | Exercise | Intrinsic | ||||||
Stock Options | Options | Price | Value | Options | Price | Value | |||||
Balance at beginning of year | 5,000 | $ 0.30 | - | 6,667 | $ 0.30 | - | |||||
Granted | - | - | - | 250,000 | $0.001 | - | |||||
Exercised | - | - | - | (250,000) | - | - | |||||
Forfeited | - | - | - | - | - | - | |||||
Balance at end of period | 5,000 | 0.30 | - | 6,667 | 0.30 | - | |||||
Options exercisable at end of period | 5,000 | $ 0.30 | - | 5,000 | $ 0.30 | - | |||||
Weighted average fair value of | |||||||||||
options granted | - | - |
The fair value of the options was based on the Black Scholes Model using the following assumptions:
2013 | 2012 | ||||||
Exercise price: | $ | N/A | $ | 0.30 | |||
Market price at date of grant: | $ | N/A | $ | 1.00 | |||
Volatility: | N/A | % | 229%-311 | % | |||
Expected dividend rate: | N/A | % | 0 | % | |||
Risk-free interest rate: | N/A | % | 0.13%-0.21 | % |
15 |
Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 8 - STOCKHOLDERS' EQUITY (continued)
Stock Options (continued)
The following activity occurred under the Company’s plans:
March 31, | December 31, | ||||||
2013 | 2012 | ||||||
Weighted-average grant date fair value of options granted | $ | - | $ | - | |||
Aggregate intrinsic value of options exercise | N/A | N/A | |||||
Fair value of options recognized as expense | $ | N/A | $ | 2,645 |
NOTE 9 - CONVERTIBLE NOTES PAYABLE
Asher Enterprises, Inc.
On April 25, 2011, a fourth convertible note payable in the amount of $40,000 was entered into with Asher Enterprises, the maturity date being January 27, 2012, with interest accruing at 8% per annum. 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. 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 prior notes. On February 14, 2012, $10,000 of the principal balance was converted into 10,753 shares. On March 13, 2012, an additional $5,500 of the principal balance was converted into 10,186 shares. On April 17, 2012, $1,300 of the principal balance was converted into 11,217 shares. The remaining principal after this conversion was $23,200 and the discount had been fully amortized. See Note 12 for details on how all Asher convertible debt was disposed of during the three months ending June 30, 2012.
On June 1, 2011, a fifth convertible note payable in the amount of $32,500 was entered into with Asher Enterprises. 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 55% multiplied by the Market Price (representing a discount rate of 45%). “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 $32,500 and the discount has been fully amortized as of March 31, 2012. See Note 12 for details on how all Asher convertible debt was disposed of during the three months ending June 30, 2012.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 9 - CONVERTIBLE NOTES PAYABLE (continued)
Tangier Investors LLP
On May 16, 2011, the Company entered into an agreement with Tangiers Investors, LP, a Delaware limited partnership, an accredited investor, whereby Tangiers Investors loaned the Company the aggregate principal amount of $50,000, less $500 for costs of the loan transaction and $4,000 fee to be paid to a third party, together with any interest at the rate of seven percent (7%) per annum, until the maturity date of May 7, 2012. 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 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means the lowest 11 trading price for the Common Stock during the seven (7) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. In November of 2012 Tangier Investors LLP agreed to extend the terms of the convertible note for 5,000 common shares paid as consideration by the Company. This allowed the maturity date to be delayed until January 25, 2013. On March 21, 2013 Tangier Investors LLP converted $15,000 in convertible debt for 80,000 newly issued common shares of the Company.
At March 31, 2013 and December 31, 2012 the Company had a convertible notes payable balance of $23,500 and $38,500, entirely to Tangier Investors LLP. The accrued interest on convertible notes payable at March 31, 2013 and December 31, 2012 was $2,221 and $2,050, respectively.
NOTE 10 – ASHER ENTERPRISES CONVERTIBLE NOTE RETIREMENT
On March 13, 2012, the Company issued 10,186 shares of common stock to Asher Enterprises for the conversion of $5,500 in principal of outstanding convertible notes payable. On April 17, 2012, the Company issued 11,217 shares of common stock to Asher Enterprises for the conversion of $1,300 in principal of outstanding convertible notes payable and $831 in accreted discount. See Note 9 for further details of these conversions. During the second quarter, Asher Enterprises took actions that were not beneficial to the Company or its Shareholders. As a result, on April 26, 2012, the Company issued a total of 2,700,000 shares of common stock to two related-party investors in exchange for them paying off $73,500 in our convertible notes to Asher Enterprises and forgiving $21,121 in other advances the shareholders had made to the Company, a total liability of $94,621. Though these shares are unregistered and restricted, the SEC requires that they be valued as though they were not. Accordingly, these shares were valued at $1 per share and we recognized a non-cash loss on settlement of debt associated with this stock issuance of $2,497,367.
NOTE 11 – RELATED PARTY TRANSACTIONS
Free office Space provide by Company Director
The Company does not lease or rent any property. Office space is provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 11 – RELATED PARTY TRANSACTIONS (continued)
Loan receivable to related party
The Company’s subsidiary, Ad Shark Inc. has a $300,000 line of credit agreement with Iconosys. The line of credit agreement has terms of 4%, payable on demand. Iconosys is a related party to the Company through Wayne Irving, who is an officer of both companies. Mr. Irving was appointed CFO in May of 2012 and then appointed CEO in late 2012. Iconosys was at one time the parent company to Ad Shark, Inc. At March 31, 2013 and December 31, 2012 the total loan receivable balance advanced to Iconsys is $283,450 and $452,362, respectively. At March 31, 2013 and December 31, 2012, the accrued interest receivable to related party balance was $8,936 and $8,840, respectively.
Accounts payable to related party
An affiliate to the Company, Fan Apps, transferred $4,000 of their De Joya Griffith retainer balance to the Company to be used for accounting expenses. Fan Apps is a subsidiary of Iconosys which shares a common officer with the Company. The Company used the full $4,000 retainer balance in the three months ended March 31, 2013. The accounts payable to related parties balance at March 31, 2013 and December 31, 2012 was $4,000 and $0.
Master Purchase Agreement with Iconosys
On March 4, 2013, the Company and Iconosys, a privately held corporation which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, smart phone apps. In addition, the Company received 15,046,078 shares of Iconosys common stock, $0.001 par value, as consideration for the cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Iconosys stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of March 31, 2013. Since this agreement was between related parties, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital.
Notes Payable to related party
In 2012, the Company had certain debts paid directly by Iconosys, a related party through Wayne Irving. The amounts paid on behalf of the Company totaled $13,250 as of March 31, 2013 and December 31, 2012. They were recorded as a note payable to related party. The note payable has terms of 0% interest and is payable on demand.
Loan from Officer
The Company was loaned money by Wayne Irving, an officer of the Company, with 0% interest and payable on demand. At March 31, 2013 and December 31, 2012 the loan from officer balance was $18,425 and $101,125, respectively.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 11 – RELATED PARTY TRANSACTIONS (continued)
Accrued Compensation to Officer
On August 1, 2011, the Company’s wholly owned subsidiary Ad Shark entered into an employment agreement with its President Wayne Irving. The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014 or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. At March 31, 2013 and December 31, 2012 the Company had accrued wages of $121,847 and $127,219, respectively which are included in accounts payable and accrued expenses balance.
Ad Shark Acquisition
The chairman, chief executive officer and chief financial officer of Monster Offers is Wayne Irving II; Mr. Irving has been an officer and director of the Company since May 15, 2012. On November 9, 2012, Monster Offers entered into an Acquisition Agreement and Plan of Merger to acquire Ad Shark. At the time of this transaction, Wayne Irving II was also the chief executive officer and a director of Ad Shark. He is also the chief executive officer, director and majority shareholder of Iconosys, Inc. (“Iconosys”), which owned Ad Shark prior to Iconosys’ spinoff (the “Spinoff”) of its shareholdings in Ad Shark to its shareholders. Subsequent to the Spinoff, Ad Shark merged with Monster Offers (the “Merger”). As a result of the Merger, Mr. Irving became the director, chairman, chief executive officer and chief financial officer of the Company, which was the surviving entity of the Merger, and remains the largest shareholder of the Company. As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full force and effect a three-year Employment Agreement between Ad Shark and Mr. Irving which was entered into on August 1, 2012.
As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full force and effect and to honor an ISO (Independent Sales Organization) Agreement between Ad Shark and Iconosys for the duration of the agreement, which terminates in June, 2013. At the time that subject agreement was entered into by the parties, Wayne Irving II was a principal executive officer and director for both Ad Shark and Iconosys. This Agreement allows Ad Shark to receive compensation from Iconosys in exchange for services rendered by Ad Shark in connection with its acting as Iconosys’ Independent Sales Organization. Under the terms of this Agreement, at the time of the Merger, Iconosys currently had an obligation to pay Ad Shark approximately $75,000.
As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full and effect and to honor the Engagement Agreement dated March 19, 2011 between the Law Office of Brandon S. Chabner, a Professional Corporation, and Ad Shark. Brandon S. Chabner, Esq., is a director and corporate officer of Iconosys and 5%-plus shareholder of Monster Offers. The above-referenced Engagement Agreement provides for the provision of discounted cash rate legal services in exchange for equity-based compensation.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 11 – RELATED PARTY TRANSACTIONS (continued)
Ad Shark Acquisition (continued)
As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full and effect and to honor a Line of Credit Agreement dated June 19, 2012 (the “LOC Agreement”) between Ad Shark, as “Lender,”, and Iconosys, as “Borrower.” This is a $300,000 revolving line of credit, pursuant to which, as of the effective time of the Merger, Iconosys has an obligation to repay Ad Shark approximately $271,000 in borrowings. This represents funds borrowed by Iconosys from Ad Shark on various dates during the period June 19, 2012 through October 9, 2012. Monster Offers agreed to assume Ad Shark’s rights and obligations under the LOC Agreement as an integral part of this Merger. As of the Effective Time of the Merger, Monster Offers also owed Iconosys approximately $75,000 in repayments of
monies previously borrowed by Monster Offers from Iconosys, and which obligation, as agreed to by Monster Offers and Ad Shark in the Merger Agreement, may be offset by Iconosys against Iconosys’ repayment obligations to Monster Offers under the LOC Agreement.
As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full effect two separate Consulting Agreements, each dated June 1, 2012, between Ad Shark and Paul Gain, a former officer and director of Monster Offers, and between Ad Shark and Paul West. Under each of these Consulting Agreements, Ad Shark paid grants of common stock of Five Million (5,000,000) and One Million Five Hundred Thousand (1,500,000) of restricted Ad Shark shares to Mr. Gain and Mr. West, respectively, for past consulting services rendered to Ad Shark. As part of these Consulting Agreements, each of Messrs. Gain and West entered into a Confidentially Agreement pursuant to which (i) they each agreed to keep Ad Shark proprietary information confidential, and (ii) for a period of twelve (12) months immediately following the termination of their applicable Consulting Agreement, they each agreed not to solicit Ad Shark employees or independent contractors.
Each share of Ad Shark common stock (an aggregate of 122,375,910 shares) was converted into one share of the Company’s common stock, based on an exchange ratio of 4.38 to 1 reverse. As a result of the exchange, a total of 27,939,705 additional common shares of the Company would be issued to Ad Shark shareholders. As of March 31, 2013, the Company has not yet issued these shares. Therefore they have being recorded as stock payable in the stockholders’ equity section.
NOTE 12 - STRATEGIC ALLIANCE & LICENSING AGREEMENTS
SSL5
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 is to issued 10,000 (post-split) of its unregistered restricted shares to SSL5. These shares were valued at the market rate of $45 (post-split) per share, for a total of $450,000. As of March 31, 2013, these shares have been recorded as stock payable.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 12 - STRATEGIC ALLIANCE & LICENSING AGREEMENTS (continued)
SSL5 (continued)
At December 31, 2011, management performed an impairment analysis on the SSL5 license asset and determined that impairment was necessary due to the decrease in fair value of the common stock that has yet to be issued for the license. An impairment loss of $425,435 was recognized for the year. The remaining book value was $0 as of March 31, 2013 and December 31, 2012, respectively.
As further consideration, the Company entered into a consulting agreement with SSL5, providing stock options and a seat on the Monster Offers board of directors to develop ongoing product strategy and development services. In accordance with the terms of the agreement, the Consulting Company is entitled to purchase a total of 6,667 (post-split) unregistered restricted shares of the Company over the term of the agreement of two years. Upon the completion of each 6-month period, a total of 1,667 (post-split) shares will become vested and available for purchase by the Consultant. The price of these shares will be at $0.30 (post-split) per share, or par value. In the event that the Company is sold or merged with another company, all remaining unvested shares will become fully vested immediately prior to any such transaction.
Iconosys
In 2011, Iconosys obtained a license of the Existing Monster Offers Tier 1 Zala Merchant license with the ability to promote and sign up Zala account holders and participate in a revenue sharing model with Monster Offers. As consideration for this license, Iconosys issued 3,333 (post-split) of its unregistered restricted shares to Monster Offers. Since Iconosys is not a publicly-traded corporation, these shares were valued at a fair value based upon a fair value of similar shares sold under a private placement memorandum by Iconosys at rate of $30 (post-split) per share, for a total of $100,000. The entire value of the shares was recognized as unearned revenues and will be recognized over one year, the term of the license. For the three months ended March 31, 2013 and for the year ended December 31, 2012, the Company recognized $0 and $33,333 in license revenue.
At December 31, 2012, management performed an impairment analysis on the Iconosys license asset and determined that impairment was necessary due to the fact that the 3,333 shares of Iconosys stock were not received by the Company. An impairment loss of $100,000 was recognized for the year ended December 31, 2012.
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Monster Offers
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013 and December 31, 2012
(Unaudited)
NOTE 13 - SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than mentioned below no other material subsequent events exist.
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Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
The Company from time to time may make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Critical Accounting Policies
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Results of Operations
Overview of Current Operations
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 December 11, 2007, the Company amended its Articles of Incorporation changing its name from Tropical PC Acquisition Corporation to Monster Offers.
On November 9, 2012, Monster Offers, Monster Offers Acquisition Corporation, a Nevada corporation and Ad Shark, Inc., a privately-held California corporation (“Ad Shark”), entered into a Acquisition Agreement and Plan of Merger pursuant to which the Company, through its wholly-owned subsidiary, Merger Sub, acquired Ad Shark in exchange for approximately 27,939,705 shares of the Company's unregistered restricted common stock, which were issued to the holders of Ad Shark stock based on their pro-rata ownership.
Proposed Change in Name
On May 16, 2013, we filed an information statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Information Statement"). The company's board of directors and shareholders holding a majority of its outstanding voting capital stock approved an amendment to the articles of incorporation (the "Amendment") to change the Company's name from "Monster Offers" to "Monster Arts" (the "Name Change"). On May 2, 2013, the Company obtained the approval of the Name Change and the Amendment by written consent of the stockholders that are the record owners of 21,377,597 shares of common stock, which represents an aggregate of approximately 65.72% of the voting power as of May 2, 2013.
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The date on which this Information Statement will be sent to stockholders will be on or about May 28, 2013, and it is being furnished to all holders of the common stock of the Company on record as of May 2, 2013.
The Name Change and the Amendment cannot be effectuated until twenty (20) days after the mailing of this Information Statement and after the filing of the amended Articles of Incorporation with Secretary of State of the State of Nevada with respect to the Name Change and the Amendment. The amendment to the Articles of Incorporation is to effectuate the Name Change.
The Company's board of directors believes that the amendment to the Articles of Incorporation to change the name from "Monster Offers" to "Monster Arts Inc." is necessary in light of the proposed future business operations of the Company. The board of directors believes that the current name defines and limits the Company to an area which is involving less and less the substantial business operations of the Company. Those business operations pertain to daily deal aggregation, which involves collecting daily deals from multiple sites in local communities across the U.S. and Canada. The Company focuses on providing innovation and utility for daily deal consumers and providers by collecting and publishing thousands of daily deals and allowing consumers to organize these deals by geography or product categories, or to personalize the results using keyword search. The Company will continue these operations but intends to expand its operations.
The board of directors, therefore, believes that the name "Monster Arts Inc." will better reflect the evolution of the Company's future business operations including, but not limited to, growing the Company outside the daily deals space utilizing the core competencies of analytics and research that the Company has garnered during the prior years, including expertise in software and smartphone app development. As of the date of this Quarterly Report, the Company has pending several agreements and/or negotiations with entertainment related firms to build out smartphone applications for their catalogs and/or catalogs for the purpose of promoting and enhancing the offerings and brands for clients.
Our Current Business
Monster Offers is a daily deal aggregator, collecting daily deals from multiple sites in local communities across the U.S. and Canada. Focused on providing innovation and utility for daily deal consumers and providers, the company collects and publishes thousands of daily deals and allows consumers to organize these deals by geography or product categories, or to personalize the results using keyword search.
We utilize proprietary technology that we have developed, acquired, and/or licensed to deploy our products and services.
Our primary services include the aggregation and promotion of daily deals to consumers via our primary website; www.monsteroffers.com which provides search capabilities for users to quickly find Daily Deals based on filtering algorithms, zip code, predictive text search by city, and by user preferences.
The Company earns fees from data reporting services, traffic generation, and from our affiliate partners via marketing services including the online promotion of its affiliate partners daily deals through its website www.monsteroffers.com, selling of industry data and analysis reports, and executing internet and social marketing campaigns for customers. Our affiliate program partners are also offered search result placement and other benefits including the ability to participate in early release or beta programs for new innovations that the Company offers.
Current and potential customers include media and content publishers, advertisers, direct marketers, and advertising agencies seeking to increase brand impressions, sales, and customer contact through online marketing initiatives. Our customers also utilize our products and services to analyze the competitive landscape within their target markets. All transactional services revenues are recognized on a gross basis.
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Ad Shark’s Business
Ad Shark organizes advertising sales efforts by constructing media and advertising delivery systems for Smartphone and Tablet app developers. Ad Shark's corporate mission is to capitalize on the growth of the mobile marketing industry, which some analysts have estimated to be increasing at an annual rate of about 100% per year.
Ad Shark's approach to integrating traditional internet advertising with optimized media and cutting edge ad delivery methods, all tailored specifically for the applicable Smart Device, OS or screen resolution platform, puts the company in an ideal position to compete for engagements involving advertising campaigns for mobile marketing services and products. At present, Ad Shark has more than 2,000 clients. For more on Ad Shark, Inc., see Ad Shark’s website: http://www.adshark.mobi. (The information on Ad Shark’s website is for reference purposes only, and is not meant or intended to be included as description of Ad Shark in this Quarterly Report.)
Ad Shark, acts as the servicing vehicle for mobile communication advertising services sold to commercial clients. Ad Shark is developing a series of advertising accessories to establish a platform position in mobile marketing for the company with specific families of mobile devices.
In addition, Ad Shark serves as the marketing and sales support arm for Travel America Visitor Guide (“TAVG”) directories, which is currently operated as a division of Iconosys and is gaining visibility and traction as a preferred mode of business advertising for smaller-to-mid-sized businesses throughout the U.S. With the Ad Shark opportunity, the Company sees itself as being in an excellent position to take advantage of the mobile marketing industry, which is projected to grow over the next 3 years. Management believes this growth will come primarily from Internet-enabled Smartphones.
Master Purchase Agreement with Iconosys
On March 4, 2013, the Company and Iconosys, a privately held corporation which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, and smart phone apps, and 15,046,078 shares of Iconosys common stock, $0.001 par value, in consideration for the Company’s cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Company valued the 15,046,078 shares received from Iconosys at the fair market value of $0.10 which was calculated from the average stock price paid by cash investors. This resulted in valuing the stock received at $1,504,608. The stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of March 31, 2013. Since this agreement was between related parties, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital.
Results of Operations for the Three Month Periods Ended March 31, 2013 and March 31, 2012
Revenues
During the three month period ended March 31, 2013, the Company generated $14,450 in revenues as compared to $46,500 for the three month period ended March 31, 2012. The revenue generated during the three month period ended March 31, 2013 consisted of: (i) $11,250 (2012: $21,500) in commission revenues; (ii) $3,250 (2012: $-0-) in service related party; and (iii) $-0- (2012: $25,000) in license revenues. There can be no assurances that the Company can be profitable or that the Company will not incur operating losses in the future.
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Operating Expenses
For the three month period ended March 31, 2013, the Company incurred operating expenses of $405,087 as compared to operating expenses of $36,455 incurred during the three month period ended March 31, 2012. Operating expenses for the three month period ended March 31, 2013 consisted of the following: (i) $10,752 (2012: $12,222 in general and administration; (ii) $292,968 (2012: $9,183 in consulting; (iii) $58,350 (2012: $10,550 in salaries; (iv) $1,203 (2012: $-0-) in marketing and promotions; (v) $11,609 (2012: $-0-) in depreciation and amortization; and (vi) $30, 205 (2012: $4,500) in professional fees.
Consulting expenses increased by 283,785, to $292,968 from $9,183 for the three months ended March 31, 2013 and 2012 respectively, primarily due to the fair value of stock issued to consultants for services.
Salaries and wages increased by $47,800, to $58,350 from $10,550 for the three months ended March 31, 2013 and 2012 respectively, primarily due to the Company’s merger with Ad Shark and taking over the payroll of Ad Sharks officers and directors.
Professional fees increased by $25,705, to $30,205 from $4,500 for the three months ended March 31, 2013 and 2012 respectively, primarily due to increased legal and accounting fees for the year-end audit and Ad Shark merger.
Therefore, during the three month period ended March 31, 2013, the Company incurred a loss from operations of $390,637 as compared to a profit from operations of $10,045 during the three month period ended March 31, 2012.
During the three month period ended March 31, 2013, the Company further incurred: (i) interest expense of $2,671 (2012: $5,381); (ii) interest income of $2,980 (2012: $-0-); and (iii) financing expense of $-0- (2012: $14,064).
As a result of the above, the Company incurred a net loss of $390,328 ($0.09 per share) and of $9,400 ($0.04 per share) for the three month periods ended March 31, 2013and 2012, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between March 31, 2013 and December 31, 2012:
March 31, | December 31, | $ | % | |
2013 | 2012 | Change | Change | |
Working Capital | 114,844 | 342,236 | (227,392) | (66.4%) |
Cash | 9,287 | 182,820 | (173,533) | (94.9%) |
Total Current Assets | 346,940 | 694,274 | (347,334) | (50.0%) |
Total Assets | 380,765 | 739,708 | (358,943) | (48.5%) |
Accounts payable and accrued liabilities | 176,921 | 199,163 | (22,242) | (11.2%) |
Loan from officer | 18,425 | 101,125 | (82,700) | (81.8%) |
Notes payable to related party | 13,250 | 13,250 | - | 0.0% |
Convertible notes payable | 23,500 | 38,500 | (15,000) | (39.0%) |
Total current liabilities | 232,096 | 352,038 | (119,942) | (34.1%) |
Total liabilities | 232,096 | 352,038 | (119,942) | (34.1%) |
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At March 31, 2013, our working capital deficit decreased when compared to December 31, 2012, primarily as a result of a decrease of $168,912 in loan receivable to related party, as a result of the Master Purchase Agreement with Iconosys.
Operating activities
Net cash used for continuing operating activities during the three months ended March 31, 2013 was $266,708. Non-cash items totaled approximately $123,620 which included the following:
• | $258,575 of stock for services representing the value of shares issued to consultants for services rendered to the Company |
• | $298,745 cancelation of loan receivable to Iconosys per Master Purchase Agreement |
• | $11,609 of depreciation and amortization |
• | $3,735 increase in prepaids from stock issued to consultants for future services |
• | $96 increase in interest receivable |
• | $168,912 decrease in loan receivable to related party |
• | $25,791 increase in accounts payable and accrued expenses |
• | $4,000 increase in accounts payable to related parties |
• | $171 increase in accrued interest |
Net cash used for continuing operating activities during the three months ended March 31, 2012 was $8,135. Non-cash items totaling approximately $1,265 contributing to the net cash used in continuing operating activities for the three months ended March 31, 2012 which include:
• | $25,000 in license revenues (non-cash) for the license agreement with Iconosys |
• | $12,917 increase in finance fees |
• | $181 in stock options for services expense |
• | $1,250 in bad debt expense |
• | $3,582 in strategic alliance cost from shares issue to SSL5 |
• | $1,500 decrease in accounts receivable |
• | $1,955 in unamortized financing fees |
• | $501 increase in accounts payable and accrued expenses |
• | $5,381 increase in accrued interest |
Financing activities
We have financed our operations primarily from debt or the issuance of equity instruments. For the three month period ended March 31, 2013 and 2012, net cash flows provided from financing activities was $93,175 and $4,500, respectively.
Plan of Operation
Management does not believe that the Company will be able to generate any significant profit during the coming year. Management believes that general and administrative costs as well as building its infrastructure will most likely curtail any significant profits.
Notwithstanding, the Company anticipates it will continue to generate losses and therefore it 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 the Company would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to the Company, especially with the current economic environment.
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Management is concerned that the Company may not have sufficient funds to meet its financial obligations for the next twelve months. Management believes the Company can generate sufficient cash reserves to keep the Company operational through the fourth quarter. Management will need to obtain outside funding to keep the Company operational beyond the third 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 $30,000 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. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms.
If the Company falls short of capital to keep the Company fully reporting, our officers/directors have agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months. No agreement exists that our officers/directors will continue to donate funds to the operations of the Company for the next twelve months; therefore, there is no guarantee that they will continue to do so in the future.
Going Concern
Going Concern - The Company has recognized an accumulated deficit since inception (February 23, 2007) through March 31, 2013 of $5,601,999. 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. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2).
Summary of any product research and development that we will be performed for the term of our plan of operations.
We do not anticipate performing any additional significant product research and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment
We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.
Significant changes in the number of employees
As of May 17, 2013, we did not have any employees. We are dependent upon our officers and directors for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
The Company has no employment agreements in place with its officers, nor does the Company owe its officers any accrued compensation.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales and service agreements once all of the following criteria for revenue recognition have been met: persuasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or
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detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of September 30, 2012.
A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q/A, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:
1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the quarter ended March 31, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management Plan to Remediate Material Weaknesses
Management believes that the material weaknesses set forth in item (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the discussion in Item 1, above, under "Liquidity and Capital
Resources."
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosure
None.
Item 5 - Other Information
None.
Item 6 - Exhibits
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Exhibit Number | Ref | Description of Document | ||
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | |||
101 | * | The following materials from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language).: | ||
(1) Balance Sheets at March 31, 2013 (unaudited), and December 31, 2012 (audited). | ||||
(2) Unaudited Statements of Operations for the three-month period ending March 31, 2013 and March 31, 2012, and the period from inception to March 31, 2013. | ||||
(3) Unaudited Statements of Cash Flows for the three-month period ended March 31, 2013 and March 31, 2012, and from inception to March 31, 2013. | ||||
(4) Notes to the financial statements. | ||||
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Monster Offers Registrant
| |
May 20, 2013 | By: /s/ Wayne Irving II |
Wayne Irving II Director and (principal executive, financial and accounting officer) |
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Exhibit 31.1 - SECTION 302 CERTIFICATION
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certifications
I, Wayne Irving, certify that:
(1) | I have reviewed this quarterly report on Form 10-Q of Monster Offers; | ||
(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
(4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | ||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
(5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
/s/ Wayne Irving II | ||
Wayne Irving II Principal Executive Officer Principal Financial Officer |
||
| ||
Date: May 20, 2013 | ||
Exhibit 32.1 - SECTION 906 CERTIFICATION
EXHIBIT 32.1
Section 1350 Certifications
I am the Principal Executive Officer and Principal Financial Officer of Monster Offers, a Nevada corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended March 31, 2013 and filed with the U.S. Securities and Exchange Commission (“Form 10-Q”).
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Monster Offers (the “Company”) certifies to his knowledge that:
(1) | The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company. |
/s/ Wayne Irving II | ||
Wayne
Irving II |
||
Date: May 20, 2013 | ||
Convertible Notes Payable (Narrative) (Details) (USD $)
|
3 Months Ended | 73 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
|
May 16, 2011
Tangier Investors LLP Note Payable
|
Nov. 30, 2011
Tangier Investors LLP Note Payable
|
Mar. 31, 2013
Tangier Investors LLP Note Payable
|
Dec. 31, 2012
Tangier Investors LLP Note Payable
|
Mar. 31, 2013
Tangier Investors Note Payable
|
Jun. 01, 2011
Asher Enterprises Inc Note Payable
|
Apr. 26, 2012
Asher Enterprises Inc Note Payable
|
Apr. 17, 2012
Asher Enterprises Inc Note Payable
|
Mar. 13, 2012
Asher Enterprises Inc Note Payable
|
Feb. 14, 2012
Asher Enterprises Inc Note Payable
|
Apr. 25, 2011
Asher Enterprises Inc Note Payable
|
|
Face value of note payable | $ 50,000 | $ 32,500 | $ 40,000 | |||||||||||
Interest percent | 7.00% | 8.00% | ||||||||||||
Variable conversion price | 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 75% multiplied by the Market Price (representing a discount rate of 25%). Market Price means the lowest 11 trading price for the Common Stock during the seven (7) 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 Variable Conversion Price shall mean 55% multiplied by the Market Price (representing a discount rate of 45%). 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 "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 |
|||||||||||
Note maturity date | May 07, 2012 | Jan. 27, 2012 | ||||||||||||
Extended note maturity date | Jan. 25, 2013 | |||||||||||||
Shares issued for conversion of note | 80,000 | 11,217 | 10,186 | 10,753 | ||||||||||
Debt converted value | 2,497,367 | 15,000 | 73,500 | 1,300 | 5,500 | 10,000 | ||||||||
Remaining face value of note payable outstanding | 23,500 | 38,500 | 23,200 | |||||||||||
Accreted discount | 15,000 | 831 | ||||||||||||
Amortization of debt discount | 32,500 | |||||||||||||
Cost of the loan | 4,000 | |||||||||||||
Terms of note extend | Tangier Investors LLP agreed to extend the terms of the convertible note for 5,000 common shares paid as consideration by the Company |
|||||||||||||
Interest accrued | $ 2,221 | $ 2,050 |
Stockholders' Deficit (Stock Option) (Details) (USD $)
|
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Number Of Options | ||
Balance at December 31, 2012 | 6,667 | 6,667 |
Granted | 250,000 | |
Exercised | (250,000) | |
Forfeited | ||
Balance outstanding at March 31, 2013 | 6,667 | 6,667 |
Options exercisable at end of year | 5,000 | 5,000 |
Weighted Average Exercise Price | ||
Balance at December 31, 2012 | $ 0.30 | $ 0.30 |
Granted | $ 0.001 | |
Exercised | ||
Forfeited | ||
Balance outstanding at March 31, 2013 | $ 0.30 | $ 0.30 |
Options exercisable at end of year | $ 0.30 | $ 0.30 |
Weighted average fair value of options granted during the period | ||
Aggregate Intrinsic Value | ||
Balance at December 31, 2012 | ||
Granted | ||
Exercised | ||
Forfeited | ||
Balance outstanding at March 31, 2013 | ||
Options exercisable at end of year |
Subsequent Events (Narrative) (Details) (USD $)
|
3 Months Ended | 73 Months Ended | 3 Months Ended | 0 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
|
Mar. 31, 2013
Tangier Investors Note Payable
|
Mar. 31, 2013
Common Stock
Tangier Investors Note Payable
|
Apr. 11, 2013
Subsequent Event
Tangier Investors Note Payable
|
Apr. 02, 2013
Subsequent Event
Consulting Agrrement With Nuwa Group, LLC
|
Apr. 02, 2013
Subsequent Event
Common Stock
|
Apr. 11, 2013
Subsequent Event
Securities Purchase Agreement - Asher Enterprises Inc
|
|
Subsequent Event [Line Items] | |||||||||
Debt converted value | $ 2,497,367 | $ 15,000 | $ 15,000 | $ 42,500 | |||||
Interest percent | 8.00% | ||||||||
Conversion terms | The Note is convertible into the Companys Common Stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Notes issuance. |
||||||||
Consulting agrrement terms | The Consulting Agreement is for a term of twelve (12) months and requires the consultant to provide certain investor relations services to the Company in exchange for 2.5% of the Company's total current outstanding common shares. | ||||||||
Cancellation of stock for incorrectly issued to consultants | 323,833 | ||||||||
Shares issued for conversion of note | 80,000 | 80,000 | 80,000 |
Property and Equipment
|
3 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||
Property And Equipment | |||||||||||||||||||||||||||||
Property and Equipment | NOTE 4 PROPERTY & EQUIPMENT
Property and equipment consists of the following at March 31, 2013 and December 31, 2012:
The Company acquired the property and equipment through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore the Company only recognized depreciation on the equipment after the share exchange date. Depreciation expense for the three months ended March 31, 2013 and 2012 was $197 and $0. |