8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2012

 

Monster Offers

(Exact name of registrant as specified in its charter)

Commission File Number: 000-53266

Nevada		26-1548306
(State or other jurisdiction of		(IRS Employer
	incorporation)		Identification No.)

27665 Forbes Road, Laguna Niguel  CA		92677
	(Address of principal executive offices)		(Zip Code)

(760) 208-4905

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On November 9, 2012, Monster Offers, a Nevada corporation (the "Registrant" or “the Company” or the “Parent”), Monster Offers Acquisition Corporation, a Nevada corporation ("Merger Sub") and Ad Shark, Inc., a privately-held California corporation (“Ad Shark”), entered into a Acquisition Agreement and Plan of Merger (collectively the "Agreement") pursuant to which the Registrant, through its wholly-owned subsidiary, Merger Sub, acquired Ad Shark in exchange for 27,939,705 shares of the Registrant's unregistered restricted common stock (the “Merger Shares”), which were issued to the holders of Ad Shark stock based on their pro-rata ownership (the “Merger”). Following the Merger, the Parent will change its corporate name to Monster Mobile Marketing, Inc., which management believes reflects the Registrant’s post-acquisition business focus. The transaction contemplated by the Agreement was intended to be a "tax-free" reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

Shareholders holding a majority of the voting power of Ad Shark have approved the acquisition, and as of the closing date of the Merger and after giving effect to the issuance of the Merger Shares, owners of the Merger Shares (and former Ad Shark shareholders) now own approximately 89.6% of the Registrant's common stock outstanding as of November 9, 2012.

Under Nevada law, the Registrant did not need the approval of its stockholders to consummate the acquisition and Merger, as the constituent corporations in the Merger were Merger Sub and Ad Shark, which are business entities incorporated under the laws of Nevada and California, respectively, and are in the same general business. The Registrant is not a constituent corporation in the Merger.

For accounting purposes, this transaction was being accounted for as a reverse merger (“Reverse Acquisition”), since immediately following the Merger, (i) the shareholders of Ad Shark would own a majority of the issued and outstanding shares of common stock of the Registrant, and (ii) the directors and executive officers of Ad Shark would become the directors and executive officers of the Registrant, such that the new board for the Registrant would consist of three directors. The Reverse Acquisition is a considered to be a related party transaction as the largest shareholder of the Registrant is a director and affiliate of both Ad Shark and Monster Offers.

Item 2.01 Completion of Acquisition or Disposition of Assets

Set forth below is certain information concerning the principal terms of the Merger and the business of the Registrant and Ad Shark.

Principal Terms of the Reverse Acquisition and Plan of Merger

At the Effective Time of the Merger (as defined in the Acquisition and Plan of Merger Agreement (the “Merger Agreement”)), Merger Sub acquired 100% of the outstanding shares of Ad Shark. Immediately following the Merger, the separate existence of Merger Sub ceased, leaving the Parent as the surviving corporation from the Merger, and the Articles of Incorporation of the Parent and By-laws in effect immediately prior to the Effective Time remain the Articles of Incorporation and By-laws of the Parent, as the surviving corporation. As set forth in the filed Articles of Merger and set forth in the Agreement as a condition to the consummation of the Merger, the Parent will change its name to: Monster Mobile Marketing, Inc. Also, one of the two directors of the Parent at the Effective Time of the Merger, who was also President of the Registrant at the time plans to resign his position as a director and as a corporate officer (in all capacities), and the new Board of Directors of the Parent will consist of three members, with one being a director that had been a board member prior to the closing of the Merger and two being newly appointed directors. Upon consummation of the Merger, the Registrant will appoint new corporate officers, such that the officers of the Registrant will be the same as the former officers of Ad Shark.

Each share of Ad Shark common stock (an aggregate of 122,375,910 shares) was converted into one share of the Registrant's common stock in the Reverse Acquisition, based on an exchange ratio of 4.38 to 1 reverse (the "Exchange Ratio"), where any fractional shares were rounded to whole shares and any shareholder who would own less than one hundred shares after the reverse exchange ratio was rounded up to one hundred shares. After the exchange ratio and rounding, a total of 27,939,705 additional shares of Registrant’s common stock were issued and outstanding, which when added to the number of pre-Merger issued and outstanding shares of Registrant’s common stock, resulted in 31,173,263 shares of Registrant’s common stock being issued and outstanding.

Description of the Registrant

Monster Offers is a Daily Deal analytics provider and 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. More information can be found by visiting the company’s websites located at monsteroffers.com and at monsterdailydeals.com.

Ad Shark BUSINESS

Ad Shark Business

Corporate History

Ad Shark was incorporated in California on April 12, 2011, as a wholly owned subsidiary of Iconosys, Inc., a privately held California corporation (“Iconosys”) incorporated on November 17, 2009. The shareholders of Iconosys, at their annual shareholder meeting held on July 3, 2012, voted to approve the spin-off of Ad Shark from Iconosys. Following the shareholder meeting, the Board of Iconosys approved the spin-off. The shareholders of Iconosys received their pro-rata ownership in Ad Shark.

Overview

Ad Shark organizes advertising sales efforts by constructing a 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 organizes advertising sales efforts by constructing a media and advertising delivery system. 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: 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 Current 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.

Products and Services

Ad Shark’s products and services are designed to help advertisers connect with their target demographic audience using Ad Shark’s full range of engaging ad formats, from banners, to rich media interactive immersion ads, to full interactive full screen ads. In addition, by doing business with Ad Shark and using the Company’s intuitive interface that includes “Real Time Analytics,” developers and publishers would be in a position to better monetize their mobile applications and websites through targeted, client controlled advertising campaigns that maximize their ROI (return on investment).

Other sources of revenues for the Company include: in-app advertising, where an advertiser may sponsor levels, screens, or portions of the contents of an app or mini-website for pay, data-mining or harvesting of analytical information for the purpose of selling new products/services or lead generation, the creation of national or regional industry or concept-specific directories, for which Ad Shark charges a semi-annual listing fee, traditional Internet banner advertising on websites controlled by Ad Shark or Ad Shark partners, or miscellaneous consulting revenues for assisting others in their business planning or marketing efforts.

Industry Background

It has been reported that mobile phones outnumber TV sets by over 3 to 1, and that mobile phone users outnumber PC based internet users by over 4 to 1 and the total laptop and desktop PC population by nearly 5 to 1. Simply put, it makes abundant sense to us that a premium should be paid to those companies who can best ensure that a marketer’s message gets in front of the mobile communication device user’s eyes during that split second of critical viewing time, and it therefore seems no wonder that advertisers are rushing into this market. (source: Wikipedia, “Mobile Advertising”)(Source Wikipedia “Mobile Advertising”).

Mobile technologies and platforms by Ad Shark

In addition to management and tracking systems built to deliver mobile banners, mobile video, mobile text messaging, and mobile email advertising, Ad Shark, through a joint venture agreement with Iconosys, Ad Shark’s former parent company, recently completed the functioning version 1 of the AppHysteria™ media management technology. The AppHysteria™ media delivery and management is designed to be a carrier specific, hardware specific, client specific Smartphone app software management system. Ad Shark often presents App Hysteria™ , the technology, as the “white label” app store.

The concept for App Hysteria™ was originally conceived after Ad Shark was approached by one of the nation’s largest durable goods retailers to the U.S. corrections system to provide a technology solution to fulfill their desire to sell "weightless" digital goods to inmates. As one could imagine, the corrections system is limited to the number of pounds of durable goods that an inmate can receive on a quarterly basis and the limitations that puts on the potential revenues one can earn with a weight limit on goods. App Hysteria allows for the delivery of digital goods with a seemingly endless supply of “weightless” digital goods. The implementation of something like App Hysteria as a managed, secure digital online store, removes the cap on the revenues that are ordinarily generated from a controlled amount of durable goods based on weight. Discussions are ongoing for the implementation and usage of App Hysteria technology all or in part.

This "white-label" technology one that can be used in industries where an employee or contractor base might be issued a device as part of their ordinary employment tools and there is a desire to manage or control the apps that are installed on the device. Multi-Level Marketing companies are experimenting with this concept at this time too. In fact, Ad Shark's executives have been called upon for guidance by Mary Kay Cosmetics founders over the past year for assistance in laying out the next generation of mobile device integration into modern day business plans.

Mobile Marketing and the Ad Shark Competitive Advantage

Nielsen Ratings and the International Telecommunications Union (ITU) estimated that in the year 2000 there were 360 million people using the Internet, and of that total approximately one-third, or 120 million, users were American. Today, their estimates have increased to nearly 2 billion people using the Internet worldwide, and out of that number nearly 300 million persons are American (between one-sixth and one-seventh of the total internet users).

Ad Shark has the experience and expertise for building both client and user-friendly applications, brands, and technologies for use in mobile communications marketing. Ad Shark also has begun developing a new-age, mobile advertising network and consulting expertise.

Mobile Daily Deals and “Dealies” Marketing Opportunities

Ad Shark’s sales team is actively selling mobile marketing-related advertising and promotion services through a suite of 18 hyper-local mobile daily deal Smartphone apps for the Android OS devices. Ad Shark earns a portion of the sales equal to 30-75% of the programs being sold. Current offerings inside these apps for sale include location specific sponsorships, stationary banners, dynamic banners, interstitials, video advertising, email advertising, and SMS advertising, along with other unique business development and co-promotion arrangements with merchants and events in the specific cities.

Exclusive Arrangement with Iconosys

Ad Shark was initially conceived and created by its corporate parent Iconosys to solve a perceived manpower and management issue with respect to the monetization of the advertising space inside mobile apps developed by Iconosys, as well as being an outgrowth of Iconosys efforts to leverage its large app user base and access to mobile device user information in gaining a foothold in the mobile marketing space. While Iconosys has previously cultivated relationships to run advertising campaigns for companies such as Lead Bolt, Google Ad Mob, Grey Stripe and others, Ad Shark and its parent realized that there was a significantly higher revenue and earnings potential in selling advertising directly through the Iconosys apps themselves, as well as in directly utilizing the controlled app network built by Iconosys – in this way avoiding the typical disputes and control battles over advertising strategy etc. with client app developers. The terms and conditions relating to Ad Shark’s rendering of marketing services to Iconosys as an independent sales organization are set forth in an ISO Agreement between the companies (the “ISO Agreement”). See Exhibit 10.18. As a condition of the Merger, Monster Offers agreed to honor the ISO Agreement.

COMPETITION

The advertising and marketing industry is highly competitive, subject to rapid change and has relatively low barriers to entry, as compared with other industries or industry segments. Management believes that its ability to compete depends in part on a number of factors, which includes but are not limited to:

• the ability to hire, retain and motivate qualified personnel;

• the price at which the Company offers comparable services and products; and

• the extent of our responsiveness to customer needs.

Competition in the Mobile Marketing industry may increase in the future, partly due to low barriers to entry, the emergence of larger, more dominant and perhaps better funded competitors, as well as from the emergence of new mobile communications technologies and/or social or economic trends now in existence or developed or emerging in the future. Increased competition could result in price reductions, reduced margins or loss of market share and greater competition for qualified personnel. The prospect of increased competition is particularly likely in the mobile advertising industry, where such larger players as Google, Apple, and ValueClick have already entered the arena through their respective purchases of AdMob, Quattro Wireless, and Greystripe. There can be no assurance that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations could be adversely affected.

INTELLECTUAL PROPERTY

Ad Shark relies or plans to rely on a combination of trademark, copyright, trade secret and patent laws in the United States, as well as confidentiality procedures and contractual provisions to protect its proprietary technology and its brand. Also, Ad Shark plans to rely on copyright laws to protect its future computer programs and its proprietary databases.

Ad Shark believes that some of its products and technologies may be patentable, and sees others as enhancements on current technologies. Its products are designed to promote user safety and security and/or to make mobile applications better, faster, and easier to use, as well as more “life-style enhancing,” especially for people on-the-go in today’s highly mobile environment.

From time to time, Ad Shark may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary rights may not be sufficient or effective. Any significant impairment of its intellectual property rights could harm the existing business, the brand and reputation, and the ability of the business to compete on a going forward basis. Also, protecting Ad Shark’s intellectual property rights could be costly and time consuming.

Employees

Ad Shark currently has two employees, (i) its CEO, CFO, and Chairman, and (ii) its corporate Secretary, with these officers also performing many of the company’s supervisory and administrative roles. Ad Shark utilizes additional independent contractors on a part-time/as needed basis.

PROPERTIES

The Ad Shark corporate headquarters are located at: 27665 Forbes Road, Laguna Niguel, CA 92677. Ad Shark does not own any real property.

RISK FACTORS

AD SHARK HAS A LIMITED OPERATING HISTORY.

Ad Shark has a limited operating history and is considered a developmental stage company. Prospective investors should be aware of the difficulties encountered by such new enterprises, as management faces all of the risks inherent in any new business and especially with a developmental stage company. These risks include, but are not limited to, competition, the absence of an operating history, the need for additional working capital, and the possible inability to adapt to various economic changes inherent in a market economy. The likelihood of success for Ad Shark must be considered in light of these problems, expenses that are frequently incurred in the operation of a new business and the competitive environment in which Ad Shark will be operating.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET PRICE OF THE COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF THE COMPANY’S COMMON STOCK.

Management cannot predict the effect, if any, that market sales of shares of the Company’s common stock or the availability of shares of the Company’s common stock for sale will have on the market price prevailing from time to time. Sales of shares of the Company’s common stock in the public market covered under an effective registration statement, or the perception that those sales may occur, could cause the trading price of the Company’s common stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

AD SHARK DOES NOT EXPECT TO GENERATE SIGNIFICANT CASH FLOW FROM OPERATIONS FOR THE FORESEEABLE FUTURE. AS A RESULT, THE COMPANY WILL NEED TO RAISE CAPITAL IN THE FUTURE BY SELLING MORE OF ITS COMMON STOCK, AND IF THE COMPANY IS ABLE TO DO SO, YOUR OWNERSHIP OF THE COMPANY'S COMMON STOCK MAY BE DILUTED.

Although Ad Shark has generated revenues from customer activities, management does not expect to generate significant cash flow from operations for the foreseeable future. Consequently, the Company will likely be required to raise additional capital by selling additional shares of the Company’s common stock. There can be no assurance that the Company will be able to do so, but if we are in fact successful in doing so, your ownership of the Company's common stock may be diluted, which in turn might depress the market price of our common stock.

AS AD SHARK’S HISTORY OF LOSSES IS EXPECTED TO CONTINUE, THE COMPANY WILL IN ALL LIKELIHOOD NEED TO OBTAIN ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

Ad Shark has a history of losses and expects to generate losses until such a time when we can become profitable in the distribution of our planned products. As of the date of this filing, we cannot provide an estimate of the amount of time it will take to become profitable. Management will be required to seek additional financing in the future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development, respond to competitive pressures, develop new or enhanced products, or take advantage of unanticipated acquisition opportunities. In order for the Company to carry out its intended business plan, management believes that it will need to raise approximately $500,000 over a two-year period. Management anticipates that the $500,000 will go towards regulatory compliance, product marketing, the development of new software programs, software platforms, new technology and programs. The Company anticipates obtaining the required funding through equity investment in the Company. Management cannot be certain that it will be able to find such additional financing on reasonable terms, or at all. If the Company is unable to obtain additional financing when needed, management could be required to modify the Company’s business plan in accordance with the extent of available financing made available to the Company. If the Company obtains the anticipated amount of financing through the offering of equity securities, this will result in substantial dilution to existing shareholders, and should be considered a serious risk of investment.

AD SHARK EXPECTS ITS OPERATING EXPENSES TO INCREASE, AND THIS MAY AFFECT PROFIT MARGINS AND THE MARKET VALUE OF THE COMPANY’S COMMON STOCK.

Upon obtaining additional capital, the Company expects to significantly increase its operating expenses to expand its marketing operations, and to increase its level of capital expenditures to further develop and maintain its proprietary software systems. Such increases in operating expense levels and capital expenditures may adversely affect the Company’s operating results and profit margins, which may in turn significantly affect the market value of the Company’s common stock. There can be no assurance that the Company will, one day, achieve profitability or generate sufficient profits from its business operations in the future.

CURRENT ECONOMIC CONDITIONS MAY PREVENT AD SHARK FROM GENERATING REVENUE.

Ad Shark’s ability to generate or sustain revenues is dependent on a number of factors relating to discretionary consumer spending. These include economic conditions and consumer perceptions of such conditions by consumers, employment, the rate of change in employment, the level of consumers' disposable income and income available for discretionary expenditure, business conditions, interest rates, consumer debt and asset values, availability of credit and levels of taxation for the economy as a whole and in regional and local markets where the Company operates.

The United States is currently recovering from an economic downturn, the extent and duration of which cannot be currently predicted with any degree of reasonable certainty, and which business environment includes record low levels of consumer confidence due, in part, to job losses. Due to these factors, consumers are less likely to purchase non-essential goods, including the Company’s products. If the current economic conditions do not improve, Ad Shark may not achieve or be able to maintain profitability for the Company, which may negatively affect the liquidity and market price of the Company’s common stock.

In addition, as a result of the economic downturn in the United States, credit and private financing is becoming difficult to obtain at reasonable rates, if at all. Until Ad Shark achieves profitability at sufficient levels, if at all, the Company will be required to obtain loans and/or private financings to develop and sustain its operations. If the Company is unable to achieve such capital infusions on reasonable terms, if at all, its operations may be negatively affected.

AD SHARK MAY NOT BE ABLE TO COMPETE WITH OTHER COMPANIES, SOME OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE.

The Internet industry is dominated by large, well-financed firms. Ad Shark does not have the resources to compete with larger providers of these similar services at this time. With the limited, if not minimal, resources the Company has available, the Company may experience great difficulties in building a customer base. Competition from existing and future competitors could result in the Company’s inability to secure any new customers. This competition from other entities with greater resources and reputations may result in the Company’s failure to maintain or expand its business as the Company may never be able to successfully execute its business plan. Further, Ad Shark cannot be assured that it will be able to compete successfully against present or future competitors or that the competitive pressure it may face will not force the Company to cease operations.

RAPID TECHNOLOGICAL ADVANCES COULD RENDER AD SHARK’S EXISTING PROPRIETARY TECHNOLOGIES OBSOLETE.

The Internet and online commerce industries are characterized by rapid technological change, changing market conditions and customer demands, and the emergence of new industry standards and practices that could render our existing Web site and proprietary technology obsolete. Ad Shark’s future success will substantially depend on its ability to enhance its existing services, develop new services and proprietary technology and respond to technological advances in a timely and cost-effective manner. The development of other proprietary technology entails significant technical and business risk. There can be no assurance that Ad Shark will be successful in developing and using new technologies or adapt our proprietary technology and systems to meet emerging industry standards and customer requirements. If Ad Shark isunable, for technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements, or if Ad Shark’s new products and electronic commerce services do not achieve market acceptance, the Company’s business, prospects, results of operations and financial condition would be materially adversely affected.

INTERNET COMMERCE SECURITY THREATS COULD POSE A RISK TO AD SHARK’S ONLINE SALES AND OVERALL FINANCIAL PERFORMANCE.

A significant barrier to online commerce is the secure transmission of confidential information over public networks. Ad Shark and our partners rely on encryption and authentication technology to provide the security and authentication necessary to effect secure transmission of confidential information. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will not result in a compromise or breach of the algorithms used by us and our partners to protect a consumer's transaction data. If any such compromise of security were to occur, it could have a materially adverse effect on our business, prospects, financial condition and results of operations. Also, a party who is able to circumvent the Company’s security measures could misappropriate proprietary information or cause interruptions in the Company’s operations. The Company may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. Concerns over the security of transactions conducted on the Internet and the privacy of users may also hinder the growth of online services generally, especially as a means of conducting commercial transactions. To the extent that Ad Shark’s activities, its partners or third-party contractors involve the storage and transmission of proprietary information, such as credit card numbers, security breaches could damage the Company’s reputation and expose the Company to a risk of loss or litigation and possible liability. There can be no assurance that the Company’s security measures will not prevent security breaches or that its failure to prevent such security breaches will not have a materially adverse effect on the Company’s business, prospects, financial condition and results of operations.

NEW TECHNOLOGIES COULD BLOCK OR FILTER AD SHARK’S ADS, WHICH COULD REDUCE THE EFFECTIVENESS OF THE COMPANY’S SERVICES AND LEAD TO A LOSS OF CUSTOMERS.

Technologies may be developed that can block the display of Ad Shark’s ads. Any ad-blocking technology effective against Ad Shark’s ad placements could severely restrict the number of advertisements that Ad Shark is able to place before consumers, thus resulting in a reduction in the attractiveness of the Company’s services to advertisers. If advertisers determine that the Company’s services are not providing substantial value, the Company may suffer a loss of clients. As a result, ad-blocking technology could, in the future, substantially decrease the number of ads the Company is able to place, resulting in a decrease in our revenues.

RISK OF CAPACITY CONSTRAINTS; RELIANCE ON INTERNALLY DEVELOPED SYSTEMS; SYSTEM DEVELOPMENT RISKS.

A key element of Ad Shark’s strategy is to generate a high volume of traffic on, and use of, its services across the Company’s network infrastructure and systems. Accordingly, the satisfactory performance, reliability and availability of its software systems, transaction-processing systems and network infrastructure are critical to the Company’s reputation and ability to attract and retain customers, as well as with respect to maintaining adequate customer service levels. Ad Shark’s revenues depend on the number of visitors to its sites, the number of people who sign up for services, and the on-going usage of Ad Shark products. Any systems interruptions that result in the unavailability of the Company’s software systems or network infrastructure, or reduced order placements would reduce the volume of sign ups and the attractiveness of the Company’s product and service offerings. Ad Shark may experience periodic systems interruptions from time-to-time. Any substantial increase in the volume of traffic on the Company’s software systems or network infrastructure will require the Company to expand and upgrade further its technology, transaction-processing systems and network infrastructure. There can be no assurance that the Company will be able to accurately project the rate or timing of increases, if any, in the use of our Web site or timely expand and upgrade our systems and infrastructure to accommodate such increases. The Company will use a combination of industry supplied software and internally developed software and systems for our search engine, distribution network, and substantially all aspects of transaction processing, including order management, cash and credit card processing, and accounting and financial systems. Any substantial disruptions or delays in any of the Company’s systems would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

STORAGE OF PERSONAL INFORMATION ABOUT AD SHARK’S CUSTOMERS COULD POSE A SECURITY THREAT.

Ad Shark’s policy is not to willfully disclose any individually identifiable information about any user to a third party without the user's consent. Despite this policy, however, if third persons were able to penetrate the Ad Shark network security or otherwise misappropriate the users' personal information or credit card information, the Company could be subject to liability. These could include claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims. They could also include claims for other misuses of personal information, such as for unauthorized marketing purposes. These claims could result in litigation. In addition, the Federal Trade Commission and other states have been investigating certain Internet companies regarding their use of personal information. The Company could incur additional expenses if new regulations regarding the use of personal information are introduced, or if they chose to investigate the Company’s privacy practices.

AD SHARK HAS TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE TO CONTINUE OFFERING ITS ADVERTISING PARTNERS COMPETITIVE SERVICES, OR THE COMPANY MAY LOSE CLIENTS AND BE UNABLE TO COMPETE.

Ad Shark’s future success will depend on its ability to continue delivering to its advertising partners competitive, results-based Internet marketing services. In order to do so, Ad Shark will need to adapt to rapidly changing technologies, to adapt its services to evolving industry standards and to improve the overall quality of, and value proposition represented by, its services. Ad Shark’s failure to adapt to such changes would likely lead to a loss of clients or a substantial reduction in the fees the Company would be able to charge for its services versus those of competitors who have more rapidly adopted improved technology. Any loss of clients or reduction of fees would adversely impact the Company’s revenues and profitability. In addition, the widespread adoption of new Internet technologies or other technological changes could require substantial expenditures by the Company to modify or adapt our services or infrastructure. If the Company is unable to pass all or part of these costs on to its clients, the Company’s margins and, therefore, profitability will be reduced.

THE COMPANY MAY NOT BE ABLE TO FIND SUITABLE EMPLOYEES.

The Company currently relies heavily upon the services and expertise of Wayne Irving II. In order to implement fully the expanded business plan of the Company, management recognizes that additional management personnel, programmers, graphic artists and clerical staff will be required.

No assurances can be given that the Company will be able to find suitable employees that can support the above needs of the Company, or that these employees can be hired on terms favorable to the Company.

UNCERTAINTY EXISTS WITH REGARD TO AD SHARK’S ABILITY TO PROTECT ITS INTELLECTUAL PROPERTY.

Ad Shark’s prospects for success may depend, in part, on its ability to obtain commercially valuable patents, trademarks and copyrights to protect its intellectual property, particularly its software programs. The degree to which Ad Shark will be able to secure future protection for its technologies or potential products is uncertain. There are numerous costs, risks and uncertainties that the Company faces with respect to obtaining and maintaining patents and other proprietary rights. The Company may not be able to obtain meaningful patent protection for its future developments. To date, the Company does not have any pending or successfully submitted patent or trademark applications with the U.S. Patent and Trademark Office or with any other governmental agency regarding the above-referenced intellectual property assets.

Also, with regard to any future obtained trademarks assets, there can be no assurance that such trademarks will provide the Company with significant competitive advantages, or that challenges will not be instituted against the validity or enforceability of any trademarks sublicensed to the Company or, if instituted, that such challenges will not be successful. To date, there have been no interruptions in our business as the result of any claim of infringement. However, no assurance can be given that the Company will not be adversely affected by the assertion of intellectual property rights belonging to others. The cost of litigation to uphold the validity of a trademark and prevent infringement can be very substantial and may prove to be beyond our financial means even if the Company could otherwise prevail in such litigation. Furthermore, there can be no assurance that others will not independently develop similar designs or technologies, duplicate our designs and technologies or design around aspects of our technology, or that our designs and technologies will not be found to infringe on the patents, trademarks or other rights owned by third parties. The effects of any such assertions could include requiring the Company to alter existing trademarks or products, withdraw existing products, including the products delaying or preventing the introduction of competing products, or forcing the Company to pay damages if the infringing or potentially infringing products have been introduced.

INTELLECTUAL PROPERTY LITIGATION MAY BE NECESSARY, AND AN UNFAVORABLE OUTCOME COULD HURT THE COMPANY.

The Company may become party to patent litigation or proceedings at the U.S. Patent and Trademark Office or at a foreign patent office to determine whether it can market its future products, including without limitation, those of Ad Shark, without infringing patent rights of others. Interference proceedings in the U.S. Patent Office or opposition proceedings in a foreign patent office may be necessary to establish which party was the first to design such intellectual property. The cost of any patent litigation or similar proceeding could be substantial and may absorb significant Company management time and effort. If an infringement suit against us is resolved unfavorably, we may be enjoined from manufacturing or selling certain of its products or services without a license from an adverse third party. We may not be able to obtain such a license on commercially acceptable terms, or at all.

THE COMPANY MAY BE LIABLE FOR CONTENT IN THE ADVERTISEMENTS THAT ADSHARK DELIVERS FOR ITS COMPANY’S CLIENTS, RESULTING IN UNANTICIPATED LEGAL COSTS.

The Company may be liable to third parties for content in the advertising that Ad Shark delivers if the artwork, text or other content involved violates copyrights, trademarks or other third-party intellectual property rights, or if the content is defamatory. Although substantially all of the Company’s contracts include both warranties from its advertisers that they have the right to use and license any copyrights, trademarks or other intellectual property included in an advertisement and indemnities from our advertisers in the event of a breach of such warranties, a third party may still file a claim against us. Any claims by third parties against the Company could be time-consuming, and could result in costly litigation and adverse judgments. Such expenses would increase the Company’s costs of doing business and reduce the Company’s net income per share. In addition, Ad Shark may find it necessary to limit the Company’s exposure to such risks by accepting fewer or more restricted advertisements, leading to loss of revenue.

IF THE COMPANY ENGAGES IN ACQUISITIONS, IT MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD THREATEN THE COMPANY’S FUTURE GROWTH.

If the Company makes any acquisitions, it could have difficulty assimilating the operations, technologies and products acquired or integrating or retaining personnel of acquired companies. In addition, acquisitions may involve entering markets in which the Company has none, or only limited, direct prior experience. The occurrence of any one or more of these factors could disrupt the Company’s ongoing business, distract management and employees and increase itsexpenses. In addition, pursuing acquisition opportunities could divert management's attention from ongoing business operations and result in decreased operating performance. Moreover, the Company’s profitability may suffer because of acquisition-related costs or amortization of acquired goodwill and other intangible assets. Furthermore, the Company may have to incur debt or issue equity securities in future acquisitions. The issuance of equity securities would dilute the Company’s existing stockholders.

BECAUSE THE COMPANY IS NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN CORPORATE GOVERNANCE MEASURES, THE COMPANY’S STOCKHOLDERS HAVE LIMITED PROTECTION AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

The Company does not currently have independent audit or compensation committees. As a result, our director(s) have the ability, among other things, to determine their own level of compensation. Until the Company complies with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave the Company’s stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters, and, as a result,investors may be reluctant to provide the Company with funds necessary to expand its operations.

The Company intends to comply with all corporate governance measures relating to director independence as and when required. However, the Company may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE PRACTICES, AND MANAGEMENT'S RELATIVE INEXPERIENCE WITH SUCH REGULATIONS, WILL RESULT IN ADDITIONAL EXPENSES AND CREATES A RISK OF NON-COMPLIANCE.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and with public reporting. The Company’s management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies in these areas, which will lead to increased general and administrative expenses and a diversion of management time and attention away from revenue generating activities and toward compliance activities. Management's relative inexperience with respect to these regulated areas may cause us to fall out of compliance with applicable regulatory requirements, which in turn could lead to enforcement action against us and have a resulting negative impact on our stock price.

Additional Risks Relating to the Company’s Common Stock

THE MARKET PRICE FOR THE COMPANY’S COMMON STOCK MAY BE VOLATILE.

The market price for the Company’s common stock may be volatile and subject to wide fluctuations in response to factors including the following:

·liquidity of the market for the shares;

·actual or anticipated fluctuations in our quarterly operating results;

·changes in financial estimates by securities research analysts;

·conditions in the markets in which we compete, including general market conditions;

·announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;

·addition or departure of key personnel;

·intellectual property litigation;

·our dividend policy; and

·general economic conditions.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies, such as, by way of example, political events, environmental conditions, terrorism and wars. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET PRICE OF THE COMPANY’S COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.

We cannot predict the effect, if any, that either market sales of shares of the Company’s common stock or the availability of shares of the Company’s common stock for sale will have on the market price for the Company’s common stock prevailing from time to time. Sales of shares of the Company’s common stock in the public market covered under an effective registration statement, or the perception that those sales may occur, could cause the trading price of the Company’s common stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

THE COMPANY MAY, IN THE FUTURE, ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD REDUCE INVESTORS' OWNERSHIP PERCENTAGE IN THE COMPANY, AND MAY DILUTE SHARE VALUE OF THE COMPANY’S COMMON STOCK.

The Company’s Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock and no preferred shares. The Company’s future issuance of additional common stock may result in substantial dilution in the percentage of common stock held by the then-existing shareholders. Also, the Company may value any common stock issued in the future on an arbitrary basis. In addition, the Company’s issuance of its common stock for future services or acquisitions or for other corporate actions may have the effect of diluting the value of the common stock shares held by its investors, and might have an adverse effect on any trading market, and resulting market values, for the Company’s common stock.

THE COMPANY’S COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK," AND THEREBY BE SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE DIFFICULT TO SELL.

The Securities and Exchange Commission (the ‘Commission”) has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.

For any transaction involving a penny stock, unless exempt, the rules require:

a) that a broker or dealer approve a person's account for transactions in penny stocks; and

b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person, and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to executing any transaction involving a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of the Company’s common stock shares and cause a decline in the market value of the Company’s common stock.

Under applicable rules, disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, rules require that monthly statements be sent disclosing recent price information for the penny stock held in the brokerage account, as well as disclosing information regarding the limited trading market in penny stocks.

THE COMPANY DOES NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE, AND, AS A RESULT, ITS INVESTORS' SOLE SOURCE OF GAIN, IF ANY, WILL DEPEND ON CAPITAL APPRECIATION, IF ANY.

The Company has never paid cash dividends on its common stock, does not plan to declare or pay any cash dividends on its shares of common stock in the foreseeable future, and currently intends to retain any future earnings for funding growth. As a result, investors should not rely on an investment in the Company’s securities if they require the investment to produce dividend income. Capital appreciation, if any, of the Company’s shares may be investors' sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of the Company’s common stock at or above the price they paid for such shares.

Off-Balance Sheet Arrangements

None.

MANAGEMENT

The following table sets forth the names, ages, and positions of our new executive officers and directors as of the Closing Date. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

CURRENT DIRECTORS AND OFFICERS

The names, ages and positions of the Company's director and executive officer are as follows:

Name		Age		Position & Offices Held
	Wayne Irving II		41		Director/Chairman/CEO/CFO
	William F. Povondra, Jr.		68		Director/Corporate Secretary
	Vikram M. Pattarkine, Ph.D.		49		Director

Biographies of Directors/Officers follow:

Biography of Wayne Irving, Director, Chairman, CEO, and CFO

Mr. Irving is a pioneer in mobile communications technology. He is responsible for the recent development of certain new safety and lifestyle-related mobile applications for Smartphones, tablet computers and other Smart handheld devices. He is considered an innovator with respect to mobile marketing and advertising. In addition, he maintains a high visibility with the general public and is recognized as a leading authority in the areas of mobile app design and mobile marketing through his frequent public appearances, at industry conferences and at charitable fundraising events with non-profit organizations and other causes relating to curbing the practices of TWD (texting while driving), as well his continued media exposure in print, Internet, and on radio and television.

The following provides a summary of Wayne Irving II’s recent and past work experience:

Iconosys, Inc. (June 2009 - Present) -- Mr. Irving is a co-founder of Iconosys and currently holds the positions of director, Chairman, CEO and CFO with the company. Iconosys develops apps and technologies for iOS and Android OS Smartphones tablet computers and other Smart handheld devices, is a member of the National Organization for Youth Safety (NOYS) and the maker of the widely used and well publicized DriveReply™, SMSW!sh™, Trick or Tracker®, Word Bully™, Latchkey Kid™, Guards Up™, My Receipt Manager™, Tax Deduction Tracker™, and My Max Speed™ Smartphone apps, and is developing technologies and technology driven products for its clients with a goal toward designing apps that enrich, enhance, and ultimately make safer and more convenient, our day to day lives.

Showerpros.com, Inc. (August 2004 – January 2008) -- Mr. Irving started Showerpros.com in the summer of 2004 as a temporary departure from the Internet and financial markets. From 2004 through July 2007, Showerpros completed more than 800 bathroom and kitchen remodels in Orange County, CA and more than 2,000 total residential and commercial projects, including engaging in all facets of general contracting as a CA-licensed General Contractor. In August 2006, Showerpros was awarded and completed a 660 Kitchen Remodel projects in Las Vegas, NV, where apartments were being converted to condominiums. In the wake of the housing industry/ remodeling industry's well chronicled collapsed in the middle of 2007, Mr. Irving left this business and re-entered the hi-tech and clean-tech worlds.

Agilon Technologies, Inc. (November 2001 – July 2002) -- In 2001, Agilon was formed as a business consulting project by Mr. Irving to explore opportunities in alternate industries such as biotechnology. This Company's stated mission was to utilize lessons-learned by Mr. Irving in running Internet and hi-tech companies in guiding the business strategies of new start-up and entrepreneur consulting clients.

Solutions Media, Inc. (August 1998 – August 2000) -- Mr. Irving was Chairman and CEO of Solutions Media, a convergence technology company focused early on, developing solutions for interactive television and "smarter" devices. As the company evolved, special attention began to be paid to the media distribution methods that devices utilized in delivering content to the user. Spinrecords.com was Solutions Media's flagship product. Early investors in Solutions Media included NY-based NetGain, Goldman Sachs, and others. Solutions Media further offered technology and consulting solutions to a number of companies.

Cyber Office Technologies, Inc. (1997 – 1998) -- Mr. Irving was Information Security Manager of Cyber Office Technologies, a venture of DuPont, and in this capacity supported the development of a mid level accounting software package, similar to Peachtree accounting.

Echolink Interactive (1996 – 1997) -- Mr. Irving was a Microsoft Certified Systems Administrator consulting with regard to help desk solutions for a 40-employee firm that managed approximately 100 web development clients.

United States Marine Corps (April 1991 – April 1996) -- Mr. Irving was a Marine Sergeant. While serving as Maintenance Management Chief, 1st Marine Regiment, 1st Marine Division, where Mr. Irving managed and taught classes on the usage of several systems including Maintenance Management Systems and Publications Management Systems. In addition, in his position of authority in the S-4 office for 3rd Battalion, 1st Marines, as well as later for the Headquarters for 1st Marine Regiment, Wayne was responsible for managing policies under the Commanding Officer's signature. Mr. Irving was meritoriously promoted 3 times and decorated 5 times for outstanding leadership in his field during his 5 years as a US Marine.

Mr. Irving studied mathematics and general educational subjects at Mira Costa College in Oceanside, CA (1994-1996) and later studied computer science and pre-medical subjects while attending University of San Diego (1996-1998), where he was also President of Alpha Epilon Delta (the university's pre-medical student fraternity).

Biography of William F. Povondra, Jr., Director/Corporate Secretary

William F. Povondra, Jr. brings to the Company over 40 years of experience as a business executive in the areas of marketing, advertising, event management and promotion. Most notably, in 1996 he co-founded Yellowpages.com, and served as VP of data development, helping to build that company into a business with a nationwide customer base, before the company was sold to Bell South and GTE in 2004 for about 100 million dollars. Other significant multi-year engagements or associations for Mr. Povondra include: a) VP of Advertising for Plus Events, where he promoted and managed boat show, sports and recreation show and home show events in Las Vegas, NV; b) VP of Marketing for Southern Pacific Exposition Group, where he produced an promoted home and remodeling show and sports and recreation show events in Southern California; c) VP of Marketing for Nationwide Bartering, where he wrote a dissertation on the feasibility of the bartering industry; and (d) Western Regional Manager for Ticketron (predecessor to Ticketmaster), where he developed an off-site computerized ticketing system for theatres, sporting events and concerts. Other significant marketing engagements for Mr. Povondra include work with Josephson Bar Review (VP of Marketing), and Special Event Entertainment (SEE Network) (VP of Marketing), where he helped launch and produce such high profile events as Richard Pryor In Concert and Ballet Gayane (filmed in Riga, Latvia). In addition, Mr. Povondra previously served as VP for Hopkins-Hillyer Advertising, a boutique advertising agency, where his responsibilities included business development, client relations and management of advertising and product licensing campaigns, and also served as a consultant for Worldwide Events, a management company for international event productions, on both the Tsar Treasure Tour from Russia and on a Building Manufacturer’s Expo event in China.

In addition to his service as an officer and director for the Company, most recently and concurrently, Mr. Povondra also serves (i) as a member of the Board of Advisors for Fan Apps, Inc., an applications marketing company servicing the sports business and athlete/celebrity endorser market and an affiliate of the Company, and (ii) as an event consultant to Lake Havasu’s Visitor and Convention Bureau in Arizona. Mr. Povondra studied at Santa Monica City College in 1961, and later served in the US Marine Corps (active and reserve duty) from 1962-1968. In addition, he has studied economics as a student in connection with his work as a business executive.

Biography of Vikram M Pattarkine, Ph.D., Director

Dr. Vikram M. Pattarkine, CEO of PEACE USA, has a distinguished career spanning more than 25 years as a chemical-environmental engineer with extensive international experience covering research, consulting, and training. He serves on several prestigious committees such as the Scientific and Technical Advisory Committee of the Chesapeake Bay Program and the Municipal Wastewater Treatment Design Committee of the Water Environment Federation. He has authored chapters in manuals, peer-reviewed papers, and made technical presentations at conferences worldwide. Mr. Pattarkine is also a member of the board of directors of Iconosys.

Dr. Pattarkine was the founding CTO of OriginOil, Inc., a renewable energy technology development company. During its formative months, he added outstanding value to the company by imparting scientific rigor to its technology development. Currently, he is involved with developing OriginOil’s wastewater applications and strategic international partnerships. Prior to joining OriginOil, he was Senior Vice President at Brinjac Engineering, an engineering design and consulting firm in Pennsylvania. Before that he was Director of Process Engineering at Environmental Dynamics Inc, an aeration systems manufacturing firm in Missouri. During the 1990s, he led the Environment and Natural Resources Management consulting practice of Tata Consultancy Services, Asia’s largest consulting firm.

Dr. Pattarkine holds a Ph.D. in environmental engineering from Virginia Tech and a Master of Technology degree in chemical engineering from Nagpur University, India. He is an adjunct professor of environmental engineering at the University of Missouri and has also taught graduate students at Pennsylvania State University.

Code of Ethics

Monster Offers currently does not have a code of ethics that applies to our officers, employees and directors, including our Chief Executive Officer, Chief Financial Officer and Secretary.

EXECUTIVE COMPENSATION

Summary Compensation Table

Executive Compensation

The following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of our company at any time during the year ended December 31, 2011, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time during 2010. The foregoing persons are collectively referred to herein as the "Named Executive Officers." Compensation information is shown for fiscal years 2011 and 2010.

Monster Offers Summary Compensation Table

			Year								Compen-
	Principal		Ending		Salary		Bonus		Awards		sation		Total
Name	Position		Dec. 31,		($)		($)		($)		($)		($)
Paul Gain	Former CEO/Dir.		2011				0		0		8,000		8,000
		CCO/Dir.		2010		27,000		0		0		0		27,000

Employment Agreements

As a condition of the Merger, Monster Offers agreed to honor the Ad Shark employment agreement with Wayne Irving II. See Exhibit 10.17. We do not maintain key man insurance on any of management.

Outstanding Equity Option at Fiscal Year End December 31, 2011

On March 14, 2011, as part of the Strategic Alliance and Licensing agreement mentioned above, 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 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 shares (post-split) will become vested and available for purchase by the Consultant. The price of these shares will be at $0.30 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.

As of September 13, 2011, 1,667 shares have fully vested in accordance with the agreement and were revalued at $12,192 using the Black-Scholes option pricing model based upon the following assumptions: term of 1.5 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 183%.

A pro-rated portion of the unvested stock options for the service period from September 14 to December 31, 2011, totaling 972 (post-split) shares, have been valued at $2,109 using the Black-Scholes option pricing model based upon the following assumptions: term of 1.2 years, risk free interest rate of 0.45%, a dividend yield of 0% and a volatility rate of 216%.

The following summarizes pricing and term information for options issued to consultants which are outstanding as of December 31, 2011:

				Weighted Average
		Number of Shares		Exercise Price
Balance, December 31, 2010		-		-
	Options granted and assumed		6,667		0.30
	Options expired		-		-
	Options cancelled		-		-
	Options exercised		-		-
Balance, December 31, 2011		6,667		0.30

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT

The following table presents information, to the best of our knowledge, about the ownership of our common stock on November 9, 2012 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director. Beneficial ownership is determined in accordance with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days after November 9, 2012 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Monster Offers' common stock.

On November 9, 2012, Ad Shark shareholders acquired 27,939,705 unregistered restricted shares of the outstanding common shares of Monster Offers, based on their pro-rata ownership of the Ad Shark. These shares represented 89.6% of the then-outstanding common shares of Monster Offers.

Title of Class		Name of Beneficial Owner and Position		Nature of Beneficial Ownership		Percent of Class(1)
____________________________________________________________________________________
Common		Wayne Irving II (2)		13,662,002		43.8%
			Chairman/CEO/CFO
Common		William F. Povondra, Jr. (3)		108,273		0.3%
		Director/Corporate Secretary
Common		Vikram M. Pattarkine, Ph.D.(4)		253,554		0.8%
			Director
	Common		Brandon S. Chabner, Esq.(5)		2,477,785		7.9%
			Shareholder
	Common		Jeffrey Weiss(6)		4,946,753		15.9%
			Shareholder
Common		Directors and Officers as a Group beneficially control (3 persons)		8,982,588		44.9%

1) Percent of Class is based on 31,173,263 shares issued and outstanding.

2) Wayne Irving II, 27665 Forbes Road, Laguna Niguel, CA 92677, is beneficial owner who has the ultimate voting control over 7,222,866 shares held in the name of Gecco Consulting, LLC, and 6,439,136 shares personally held. Not included in this ownership number are 332,313 shares owned by family members of Wayne Irving II.

3) William F. Povondra, Jr., 27665 Forbes Road, Laguna Niguel, CA 92677.

4) Vikram M. Pattarkine, Ph.D., 27665 Forbes Road, Laguna Niguel, CA 92677.

5) Brandon S. Chabner, Esq., 27665 Forbes Road, Laguna Niguel, CA 92677. This number includes 37,935 shares owned by Mr. Chabner’s family trust.

(6) Jeffrey Weiss, 1850 S. Avenue 9B, Yuma, AZ 85364

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Chairman, Chief Executive Officer and Chief Financial Officer of Monster Offers is Wayne Irving II. Immediately prior to the Merger he was the largest shareholder of Monster Offers, and was also the Chief Executive Officer and a director of Ad Shark. He is also the Chief Executive Officer and a director of Iconosys, which was the corporate parent and majority shareholder of Ad Shark prior to Iconosys’ spinoff (“Spinoff”) of its shareholdings in Ad Shark to its shareholders. Subsequent to the Spinoff, Ad Shark has merged with Monster Offers. Following the Merger, Mr. Irving will serve as a director, Chairman, Chief Executive Officer and Chief Financial Officer of the Registrant and will remain the largest shareholder of the Registrant. As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full force and effect the three year Employment Agreement between Ad Shark and Mr. Irving which was entered into on August 1, 2011. See Exhibit 10.17.

The Registrant's director, Wayne Irving II, has contributed office space for the Registrant's use for all periods presented. There is no charge to Monster Offers for the space. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard. Our officer will not seek reimbursement for past office expenses. No written agreement exists that this officer/director will continue to donate office space to the operations. Therefore, there is no guarantee that he will not seek reimbursement for the donated office space in the future.

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, Inc. and Iconosys, Inc. for the duration of the agreement, which terminates in June, 2013. Wayne Irving II is 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 has an obligation to pay Ad Shark approximately $75,000. See Exhibit 10.18.

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, Inc. Brandon S. Chabner, Esq., is a director and corporate officer of Iconosys and 5% percent plus shareholder of Monster Offers. The above-referenced Engagement Agreement provides for discounted cash rate legal services in exchange for equity-based compensation. See Exhibit 10.19.

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. The Parent agrees to assume Ad Shark’s rights and obligations under the LOC Agreement as an integral part of this Merger. See Exhibit 10.20. As of the Effective Time of the Merger, the Parent also owes Iconosys approximately $75,000.00 in repayments of monies previously borrowed by the Parent from Iconosys, and which obligation, as agreed to by the Parent and Iconosys in the Merger Agreement, may be offset by Iconosys against Iconosys repayment obligations to the Parent under the LOC Agreement.

As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers agreed to keep in full and 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. (See Exhibits 10.21 and 10.22)

Promoters

Among our officers and directors, Mr. Wayne Irving II can be considered a promoter of the Registrant in consideration of his participation and managing of the business of the Company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Monster Offers common stock, $0.001 par value, is listed on the OTC-BB under the symbol: MONT. To date, only limited trading of the Company's common stock has taken place. There are no assurances that active trading activity will take place in the future for the Company’s common stock. From inception through the date of this Current Report, the Company has not repurchased any of its shares.

DESCRIPTION OF MONSTER OFFERS SECURITIES

In accordance with Monster Offers' Articles of Incorporation certificate of incorporation, Monster Offers is authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock are authorized. Prior to the Merger with Ad Shark, there were 3,233,558 shares of Common Stock issued and outstanding. Following the merger with Ad Shark, there are 31,173,263 shares of Common Stock issued and outstanding.

(1) Description of Rights and Liabilities of Common Stockholders

i. Dividend Rights - The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the Board of Directors of the Company may from time to time determine. The board of directors of the Company will review its dividend policy from time to time to determine the desirability and feasibility of paying dividends after giving consideration to the Company's earnings, financial condition, capital requirements and such other factors as the board may deem relevant.

ii. Voting Rights - Each holder of the Company's common stock are entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is noncumulative, which means that the holder of over fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.

iii. Liquidation Rights - Upon liquidation, the holders of the common stock are entitled to receive pro rata all of the assets of the Company available for distribution to such holders.

iv. Preemptive Rights - Holders of common stock are not entitled to preemptive rights.

v. Conversion Rights - No shares of common stock are currently subject to outstanding options, warrants, or other convertible securities.

vi. Redemption Rights - no such rights exist for shares of common stock.

vii. Sinking Fund Provisions - No sinking fund provisions exist.

viii. Further Liability For Calls - No shares of common stock are subject to further call or assessment by the issuer. The Company has not issued stock options as of the date of this registration statement.

(2) Potential Liabilities of Common Stockholders to State and Local Authorities - No material potential liabilities are anticipated to be imposed on stockholders under state statutes. Certain Nevada regulations, however, require regulation of beneficial owners of more than 5% of the voting securities. Stockholders that fall into this category, therefore, may be subject to fines in circumstances where non-compliance with these regulations is established.

The common stock of the Company may be issued from time to time without prior approval by the stockholders. The common stock may be issued for such consideration as may be fixed from time-to-time by the Board of Directors. The Board of Directors may issue such shares of Common Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the applicable resolutions.

LEGAL PROCEEDINGS

Neither Monster Offers nor Ad Shark are involved in any lawsuit outside the ordinary course of business, the disposition of which would have a material effect upon either our results of operations, financial position, or cash flows.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to Item 3.02 of this Current Report on Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Nevada Revised Statutes provides that directors, officers, employees or agents of Nevada corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. This statute provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by them in connection with a derivative suit brought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Our by-laws provide that we shall indemnify our officers and directors in any action, suit or proceeding unless such officer or director shall be adjudged to be derelict in his or her duties.

DESCRIPTION OF AD SHARK SECURITIES

Ad Shark is a private corporation, organized under the laws in the State of California. The Company had 200,000,000 shares, $0.001 stated value, authorized, and 122,375,910 shares issued and outstanding prior to the Merger.

As of the date of this Current Report, Ad Shark ownership is held by approximately one hundred eighty shareholders.

Item 3.02. Unregistered Sales of Equity Securities

As more fully described in Item 1.01 above, on November 9, 2012 , Monster Offers agreed to issue 27,939,705 shares of its unregistered common stock to the shareholders of Ad Shark in exchange for a one hundred (100%) percent ownership interest of Ad Shark. The shares will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering, and there was not general solicitation or general advertising involved in the offer or sale.

Before the Ad Shark shareholders received these unregistered securities each shareholder was known to us and our management, through a pre-existing business relationship, as a long standing business associate. We did not engage in any form of general solicitation or general advertising in connection with this transaction. These shareholders were provided access to all material information that they requested and all information necessary to verify such information, and each shareholder was afforded access to our management in connection with this transaction. The Ad Shark shareholders acquired these securities for investment purposes and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

Item 5.01. Changes in Control of Registrant.

In connection with the Acquisition and Plan of Merger described in Section 2.01 of this Current Report on Form 8-K, the Board of Directors accepted the resignation of Paul Gain as an officer and director of the Registrant. Mr. Gain does not have any disagreements with the Company on any matter relating to its operations, policies or practices. As part of the Merger Agreement, Mr. Gain has agreed to work as a consultant for the Monster Offers as an independent contractor. (See Exhibit 10.21 entitled “Consulting Agreement.”)

Prior to Mr. Gain’s resignation, the board (i) added William F. Povondra, Jr. and Vikram M Pattarkine, Ph.D. as directors of the Registrant, and (ii) appointed the following officers of the Registrant -- (x) Wayne Irving II, as Chief Executive Officer and Chief Financial Officer, and (y) William F. Povondra, Jr., as Corporate Secretary.

No agreements exist among present or former controlling stockholders of the Registrant or present or former members of the Registrant with respect to the election of the members of the board of directors, and to the Registrant's knowledge, no other agreements exist which might result in a change of control of the Registrant.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 9, 2012, the Board of Directors approved by unanimous written consent the changing of the Company's corporate name from Monster Offers to Monster Mobile Marketing, Inc. Management believes the corporate name change best reflects the Registrant’s post-Merger business focus. See attached Articles of Merger, Exhibit 3.4.

Item 9.01 Financial Statements and Exhibits.

(a): Financial Statements of Businesses Acquired. It is impracticable at this time for the Registrant to provide the financial statements of the business acquired that are required to be included herein. The Registrant undertakes to file such required financial statements as soon as practicable, but in no event later than January 18, 2013.

(b): Pro Forma Financial Information. It is impracticable at this time for the Registrant to provide the pro forma financial information that are required to be included herein. The Registrant undertakes to file such required pro forma financial information as soon as practicable, but in no event later than January 18, 2013.

(d) Exhibits:

Exhibit		Exhibit Description		Filed herewith		Form	Period Ending	Exhibit	Filing Date
2.1		Acquisition Agreement and Plan of Merger, date November 9, 2012		X
	3.4		Articles of Merger, dated November 9, 2012		X
	10.17		Employment Agreement with Wayne Irving II, dated August 1, 2011		X
	10.18		ISO Agreement between Ad Shark Inc, and Iconosys, Inc. dated June 10, 2011		X
	10.19		Engagement Agreement between the Law Office of Brandon S. Chabner, a Professional Corporation, and Ad Shark, Inc, dated March 19, 2011		X
	10.20		Line of Credit Agreement between Ad Shark, Inc and Iconosys, Inc., dated June 19, 2012		X
	10.21		Consulting Agreement between Ad Shark, Inc and Paul Gain, dated June 1, 2012		X
	10.22		Consulting Agreement between Ad Shark, Inc and Paul West dated June 1, 2012		X

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, hereunto duly authorized.

	Monster Offers Registrant
Date: November 9, 2012
		/s/ Paul Gain
		Name: Paul Gain
		Title: CEO and Director

EX-2.1

EXHIBIT 2.1

ACQUISITION AGREEMENT AND PLAN OF MERGER

ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made November 9, 2012 by and among Monster Offers, a Nevada corporation ("Parent"), Monster Offers Acquisition Corporation, a Nevada corporation ("Sub"), and AD SHARK, INC., a California corporation (the "Company").

RECITALS

A. The respective Boards of Directors of Parent and the Company, as well as certain shareholders holding a collective majority voting interest of the Company, have determined that a merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their respective shareholders, and such Boards of Directors have approved such Merger, pursuant to which shares of Common Stock of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time of the Merger (as defined in Section 1.03) will be converted into the right to receive Common Stock of Parent ("Parent Common Stock") other than Dissenting Shares (as defined in Section 2.01(d)).

B. Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

C. For federal income tax purposes, the parties intend that the Merger shall qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

THE MERGER

1.01 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Nevada Corporations Code (the "Nevada Statutes"), Sub shall be merged with and into the Company at the Effective Time of the Merger. At the Effective Time of the Merger, the separate existence of Sub shall cease, and the Parent shall continue as the surviving corporation (the "Surviving Corporation") and shall continue under the name Monster Offers. The Articles of Incorporation and By-laws in effect of the Parent, at the Effective Time of the Merger will remain the Articles of Incorporation and By-laws of the merged entities. Upon consummation of the Merger and the filing of Articles of Merger (as further described below), the Parent will change its corporate name from Monster Offers to Monster Mobile Marketing, Inc.

1.02 Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.01 and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on the business day after satisfaction of the conditions set forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article VI) (the "Closing Date"), at the Law Offices of Thomas C. Cook, unless another date, time or place is agreed to in writing by the parties hereto.

1.03 Effective Time of Merger. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article VI, the parties shall file Articles of Merger (the "Articles of Merger") executed in accordance with the relevant provisions of the Nevada Statutes and shall make all other filings or recordings required under Nevada Statutes. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of Nevada, or at such other time as is permissible in accordance with the Nevada Statutes and as Parent and the Company shall agree should be specified in the Articles of Merger (the time the Merger becomes effective being the "Effective Time of the Merger"). Parent shall use reasonable efforts to have the Closing Date and the Effective Time of the Merger to be the same day.

1.04 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of Nevada Statutes.

1.05 Articles of Incorporation; Bylaws; Purposes.

(a) The Articles of Incorporation of the Parent in effect immediately prior to the Effective Time of the Merger shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b) The Bylaws of the Parent in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(c) The purposes of the Surviving Corporation and the total number of its authorized capital stock shall be as set forth in the Articles of Incorporation of the Parent in effect immediately prior to the Effective Time of the Merger until such time as such purposes and such number may be amended as provided in the Certificate of Incorporation of the Surviving Corporation and by applicable law.

1.06 Directors. The directors of the Company at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The Parent currently has two directors, and one of the directors of the Parent has indicated his decision to resign at the Effective Time of the Merger.

1.07 Officers. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The Parent currently has two officers, and the CEO of the Parent has indicated his decision to resign at the Effective Time of the Merger.

ARTICLE II

EFFECT OF THE MERGER

ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

2.01 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of shares of Company Common Stock or any shares of capital stock of Sub:

(a) Common Stock of Sub. Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one share of Common Stock of the Surviving Corporation and shall be the issued and outstanding capital stock of the Surviving Corporation.

(b) Cancellation of Parent-Owned Company Common Stock. Each share of Company Common Stock that is owned by Parent, Sub or any other subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no Parent-Owned Company Stock or other consideration shall be delivered or deliverable in exchange for stock in the Merger Sub nor Company after the Effective Time of the Merger.

(c) Conversion of Company Common Stock into Parent Common Stock. Except as otherwise provided herein, each issued and outstanding share of Company Common Stock shall be converted into fully paid and nonassessable shares of Parent Common Stock in accordance with the Exchange Ratio described in Section 2.02 (the "Merger Consideration"). Twenty-seven Million Nine Hundred Thirty-nine Thousand Seven Hundred Five (27,939,705) shares of said Merger Consideration shall be the "Initial Deposit" and deposited by the Parent with the Exchange Agent (as described below) further to Section 2.04(a) herein,

(d) Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger held by a holder (if any) who has the right to demand payment for and an appraisal of such shares in accordance with the California Statutes ("Dissenting Shares") shall not be converted into a right to receive Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such payment or appraisal, if any. If, after the Effective Time of the Merger, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with this Section 2.01. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

(e) Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04.

2.02 Exchange Ratio. The "Exchange Ratio" is as follows:

Each share of Company Common Stock shall be reversed before converting into Parent Common Stock in the Merger at an Exchange Ratio of 4.38:1. The Company has currently has One Hundred Twenty-two Million Three Hundred Seventy-five Thousand Nine Hundred Ten (122,375,910) shares issued and outstanding owned by the Company’s shareholders. Taking into effect the reverse exchange ratio, the Initial Deposit will be 27,939,705 shares, which accounts for rounding fractional shares. The Initial Deposit shall be distributable by the Exchange Agent effective as of the Effective Time of the Merger in accordance with the provisions of Section 2.04(a) herein, and the Escrow Deposit shall be distributable pursuant to the provisions of Section 2.04(b)(iv) herein. No fractional Parent Common Stock shall be issued in the Merger. If the product of the number of shares a Company shareholder holds immediately prior to the Closing multiplied by the exchange ratio would result in the issuance of a fractional share of Parent Common Stock, that product would be rounded to the nearest whole shares and any shareholder who owns less than one hundred shares after the reverse exchange ratio will be rounded to one hundred shares.

2.03 Exchange of Certificates

(a) Exchange Agent. As soon as reasonably practicable as of or after the Effective Time of the Merger, Parent shall deposit the Initial Deposit with its transfer agent (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. Any shares remaining in the Escrow Deposit (as described below) after the Settlement Date (as described below) will be transferred by the Escrow Agent (as described below) to the Exchange Agent further to the provisions of Section 2.03(b)(vi) herein, for the benefit of the holders of shares of Company Common Stock, for disbursement pro rata to the holders of shares of Company Common Stock as of the Effective Date of the Merger.

(b) Escrow Deposit.

(i) At the Effective Time of the Merger, Parent will cause to be delivered to the Law Offices of Thomas C. Cook Ltd., as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit (as defined in the Escrow Agreement) to be held for exchange of shares on the Effective Time.

(ii) The settlement date (the "Settlement Date") shall be such date which is three months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein.

(iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.03(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

(c) Exchange Procedures. As soon as practicable after the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of shares of Parent Common Stock into which the aggregate number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to affect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of certificates for Parent Common Stock as hereinabove provided. If any certificate for such Parent Common Stock is to be issued in a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such Parent Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.03(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.01.

(d) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Parent Common Stock represented thereby until the surrender of such certificate in accordance with this Article II. In addition, after the Settlement Date, all remaining shares, if any, in the Parent Escrow Deposit shall be transferred by the Escrow Agent to the Parent for cancellation, said transfer to take place within ten (10) business days after the Settlement Date.

(e) No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates.

(f) No Liability. None of Parent, Sub, the Company or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered prior to December 31, 2012 any such shares, dividends or distributions in respect of such certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of the Company. The Company represents and warrants to Parent and Sub as follows:

(a) Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 9.02) with respect to the Company.

(b) Subsidiaries. The Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity.

(c) Capital Structure. The authorized capital stock of the Company consists of Two Hundred Million (200,000,000) shares of Company Common Stock. There are One Hundred Twenty-two Million Three Hundred Seventy-five Thousand Nine Hundred Ten (122,375,910) shares of Common Stock outstanding. Except as set forth above, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

(d) Authority; Noncontravention. The Company has the requisite corporate and other power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization

of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Nevada and the filing of the Certificate of Merger with the Secretary of State of California.

(e) Absence of Certain Changes or Events. Since its inception in April, 2011, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to the Company; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of Parent; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

(f) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

(ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to the Company.

(iii) The conduct of the business of the Company complies in all material respects with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(g) Benefit Plans. The Company is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company (collectively, "Benefit Plans"), other than that described in 3.01(h) below.

(h) Certain Employee Payments. The Company has an employment agreement in place with Wayne Irving II, CEO of Ad Shark, and Chairman and CFO of the Parent, which both the Parent and Company agreed will be honored and kept in full force by the Parent after the Effective Date.

(i) Tax Returns and Tax Payments. The Company has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. As used herein, "Taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees,, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

(j) Environmental Matters. To the Company’s knowledge, the Company is in compliance with all applicable Environmental Laws. "Environmental Laws" means all applicable federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.

(k) Material Contract Defaults. The Company is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which the Company is a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring the Company to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Company in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Company or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(l) Properties. The Company has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(m) Trademarks and Related Contracts. To the knowledge of the Company:

(i) As used in this Agreement, the term "Trademarks" means trademarks, service marks, trade names, Internet domain names, designs, slogans, and general intangibles of like nature; the term "Trade Secrets" means technology; trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; the term "Intellectual Property" means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term "Company License Agreements" means any license agreements granting any right to use or practice any rights under any Intellectual Property, and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term "Software" means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii) To the knowledge of the Company, none of the Company's Intellectual Property, Software or Company License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against the Company or its successors.

(n) Board Recommendation. The Board of Directors of the Company has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of the Company and recommended that the holders of the shares of Company Common Stock approve the Merger.

(o) Majority of Shareholders. The majority of the shareholders, who collectively hold a majority of the voting power for the Company Common Stock, have determined that the terms of the Merger are fair to and in the best interests of the shareholder and voted to approve this merger (the "Company Shareholder Approval").

3.02 Representations and Warranties of Parent and Sub. Parent and Sub represent and warrant to the Company as follows:

(a) Organization, Standing and Corporate Power. Each of Parent, Sub and the other Parent Subsidiaries (as defined in Section 3.02(b)) is (or at Closing will be) duly organized, validly existing and in good standing under the laws of the State of Nevada, as is applicable, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent, Sub and the other Parent Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Parent.

(b) Subsidiaries. Monster Offers Acquisition Corporation (“Merger Sub”) is the only direct or indirect subsidiary of the Parent. All the outstanding shares of capital stock of the Merger Sub which is a corporation have been validly issued and are fully paid and nonassessable, are owned (of record and beneficially) by Parent, free and clear of all Liens. Except for the capital stock of its subsidiary, which is corporation, Parent does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity.

(c) Capital Structure. The authorized capital stock of Parent consists of 75,000,000 shares of Parent Common Stock, $0.001 par value, of which 3,233,558 shares of Parent Common Stock are issued and outstanding. The Company has outstanding 400,000 options which were issued to consultants. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

(d) Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

(e) SEC Documents; Undisclosed Liabilities. Parent has filed all reports, schedules, forms, statements and other documents as required by the U. S. Securities and Exchange Commission ("SEC") and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC documents, and none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Parent's independent accountants). Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Parent.

(f) Absence of Certain Changes or Events. Except as disclosed in the Parent SEC Documents, since the date of the most recent financial statements included in the Parent SEC Documents, Parent has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been: (i) any material adverse change with respect to Parent; (ii) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Parent; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.02 without the prior consent of the Company; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

(g) Interim Operations of Sub. Sub was formed in October, 2012 for the sole purpose of engaging in the transactions contemplated hereby, has (or will have) engaged in no other business activities and has (or will have) conducted its operations only as contemplated hereby.

(h) Litigation; Labor Matters; Compliance with Laws.

There is no suit, action or proceeding or investigation pending or, to the knowledge of Parent, threatened against or affecting Parent or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Parent or prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Parent having, or which, insofar as reasonably could be foreseen by Parent, in the future could have, any such effect.

(ii) Parent is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Parent.

(iii) The conduct of the business of Parent complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(i) Benefit Plans. Parent is not a party to any Benefit Plan under which Parent currently has an obligation to provide benefits to any current or former employee, officer or director of Parent.

(j) Certain Employee Payments. Parent is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Parent of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(k) Tax Returns and Tax Payments. Parent has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of Parent or is being asserted against Parent, no audit of any Tax Return of Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by Parent and is currently in effect.

(l) Environmental Matters. Parent is in compliance with all applicable Environmental Laws.

(m) Material Contract Defaults. Parent is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which Parent is a party (i) with expected receipts or expenditures in excess of $10,000, (ii) requiring Parent to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $10,000 or more, including guarantees of such indebtedness, or (v) which, if breached by Parent in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from Parent or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(n) Properties. Parent has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by Parent or acquired after the date thereof which are, individually or in the aggregate, material to Parent's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(o) Trademarks and Related Contracts.

(i) As used in this Agreement, the term "Parent License Agreements" means any license agreements granting any right to use or practice any rights under any Intellectual Property, and any written settlements relating to any Intellectual Property, to which Parent is a party or otherwise bound.

(ii) To the knowledge of Parent, none of Parent's Intellectual Property, Software or Parent License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against Parent or its successors.

(p) Board Recommendation. The Board of Directors of Parent has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of Parent.

ARTICLE IV

COVENANTS RELATING TO

CONDUCT OF BUSINESS PRIOR TO MERGER

4.01 Conduct of Company and Parent. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, Company and Parent shall not, unless mutually agreed to in writing:

(a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time;

(b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;

(c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and on-going business not be impaired prior to the Effective Time;

(d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to Company and Parent or their business or assets; or

(e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

ARTICLE V

ADDITIONAL AGREEMENTS

5.01 Access to Information; Confidentiality.

(a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Company set forth herein and compliance by the Company of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Parent set forth herein and compliance by Parent and Sub of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company, Sub, and Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

(b) No investigation pursuant to this Section 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

5.02 Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Parent, Sub and the Company will use their best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of the Company to the Surviving Corporation in the Merger, in connection with the transactions contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Parent and the Company shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.

5.03 Public Announcements. Parent and Sub, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.

5.04 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

5.05 Directorships. Upon the Effective Time of the Merger, Paul Gain, current director and CEO of the Company will resign his positions as director and officer of the Parent. Mr. Wayne Irving II will remain Chairman of the Board. The Parent agrees to take corporation action to cause William F. Povondra, Jr. and Vikram M Pattarkine, Ph.D. to be elected to its Board of Directors and its officers to consist of the following: Wayne Irving II, as Chief Executive Officer and Chief Financial Officer and William F. Povondra, Jr., as Corporate Secretary.

5.06 No Solicitation. Except as previously agreed to in writing by the other party, neither Company or Parent shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization or similar transaction involving Company or Parent, respectively, other than the transaction contemplated by this Agreement, or relating to any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Merger or which would or could be expected to dilute the benefits to the Company of the transactions contemplated hereby. Company or Parent will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.

ARTICLE VI

CONDITIONS PRECEDENT AND COVENANTS

6.01 Conditions to Obligations of the Company. The obligations of the Company to effect the Merger are further subject to the following conditions:

(a) Board Approval. Board approval of the merger is obtained from the Company.

(b) Majority Shareholder Approval. Approval obtained from shareholders holding a majority of the voting power of the capital stock of the Company.

(c) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect.

(d) No Dissent. Holders of no more than five percent (5%) of the Company's Common Stock shall have dissented to the Merger.

6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:

(a) Board Approval. Board approval of the merger is obtained from the Parent.

(b) Consents, etc. Parent shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c) No Litigation. There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or any of its subsidiaries any damages that are material in relation to Parent and its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of its subsidiaries of any material portion of the business or assets of the Company, Parent or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of its subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Parent or Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock or Common Stock of the Surviving Corporation, including, without limitation, the right to vote the Company Common Stock or Common Stock of the Surviving Corporation on all matters properly presented to the shareholders of the Company or the Surviving Corporation, respectively, or (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company.

6.03 As of and subsequent to the Effective Time of the Merger, each of Parent and Company covenant as follows:

(a) Filing of Articles of Merger. Parent shall have filed or will promptly file after the Closing Date in the office of the Nevada Secretary of State or other office of each jurisdiction in which such filings are required for the Merger to become effective.

(b) 8-K. Parent shall file a Form 8-K with the SEC within four days of the closing of the Merger and a subsequent amended Form 8-K within 71-days thereafter containing audited financial statements of the Company as required by Regulation S-X.

(c) The Parent agrees to keep in full force, following the Merger, the Company’s three-year employment agreement with Wayne Irving II dated August 1, 2011 for the duration of the term of said employment agreement, which terminates on July 31, 2014.

(d) The Parent agrees to keep in full force, following the Merger, the ISO (Independent Sales Organization) Agreement between the Company and Iconosys, Inc., a California corporation (“Iconosys”) dated June 10, 2011 for the duration of the term of said agreement, which terminates in June, 2013 (the “ISO Agreement”). This ISO Agreement allows Ad Shark to receive compensation from Iconosys in exchange for services rendered by the Company in connection with its acting as Iconosys’ Independent Sales Organization.

(e) The Parent agrees to keep in full force, following the Merger, the Engagement Agreement dated March 19, 2011 between the Law Office of Brandon S. Chabner, a Professional Corporation, and the Company.

(f) The Parent agrees to keep in full force following the Merger 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, whereby, at the time of the Merger, Iconosys currently has an obligation to pay the Company approximately $271,000. This represents funds borrowed from the Company on various dates between June 19, 2012 and October 9, 2012. The Parent hereby assumes the Company’s rights and obligations under the LOC Agreement as an integral part of this Merger. Each of the Company and the Parent hereby acknowledges and agrees that (i) as of the Effective Time of the Merger, the Parent also owes Iconosys approximately $75,000.00 in repayments of monies previously borrowed by the Parent from Iconosys, and (ii) said obligation may be offset by Iconosys against Iconosys’ repayment of its obligations to the Parent under the LOC Agreement.

(g) The Parent agrees to keep in full force following the Merger two separate Consulting Agreements, each dated June 1, 2012, between the Company and Paul Gain, a former officer and director of the Parent, and between the Company and Paul West. Under each of these Consulting Agreements, the Company paid grants of common stock of Five Million (5,000,000) and One Million Five Hundred Thousand (1,500,000) of restricted Company shares to Mr. Gain and Mr. West, respectively, for past consulting services rendered to the Company. 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 Company 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 Company employees or independent contractors.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.01 Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Merger:

(a) by mutual written consent of Parent and the Company;

(b) by either Parent or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

(c) by either Parent or the Company if the Merger shall not have been consummated on or before December 31, 2012 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time of the Merger);

(d) by Parent, if a material adverse change shall have occurred relative to the Company;

(e) by Parent, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or

(f) by the Company, if Parent or Sub willfully fails to perform in any material respect any of their respective obligations under this Agreement.

7.02 Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

7.03 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

7.04 Extension; Waiver. Subject to Section 7.01(c), at any time prior to the Effective Time of the Merger, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

7.05 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors.

7.06 Return of Documents. In the event of termination of this Agreement for any reason, Parent and Company will return to the other party all of the other party's documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement. Parent and Company will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party's information kept confidential.

ARTICLE VIII

INDEMNIFICATION AND RELATED MATTERS

8.01 Survival of Representations and Warranties. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger until the Settlement Date.

8.02 Indemnification.

(a) Irrespective of any due diligence investigation conducted by Company with regard the transactions contemplated hereby, the Parent shall indemnify and hold the Company and each of its officers and directors (the "Company Representatives") harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, "Losses") arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by the Company or any of the Company Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by Parent as set forth herein.

(b) Notwithstanding anything to the contrary contained in this Agreement, in the absence of any fraud or intentional misconduct on the party of the Parent, the sole remedy of the Company or the Company Representatives further to this Section 8.02 shall be offset of such Losses against shares held in the Parent Escrow Deposit as further described in the Escrow Agreement and in Section 8.04 herein.

(c) The Company shall indemnify and hold the Parent and each of its officers and directors (the "Parent Representatives") harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, "Losses") arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by the Parent or any of the Parent Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by Company as set forth herein.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the absence of any fraud or intentional misconduct on the party of the Company, the sole remedy of the Parent or the Parent Representatives further to this Section 8.02 shall be offset of such Losses against shares held in the Merger Consideration Escrow Deposit as further described in the Escrow Agreement entered into between the parties to this Agreement and the Escrow Agent (the “Escrow Agreement”) and in Section 8.04 herein.

8.03 Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article VIII (an "Indemnity Claim"), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Parent Representative, who shall be Wayne Irving II, or the Company Representative, , as the case may be, and the Escrow Agent. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder.

If the Parent Representative or the Company, as the case may be, accepts liability, the Parent Representative, or the Company, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in Nevada. The arbitrators shall be selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator cannot be agreed upon, the Federal District Court for the Nevada shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted to arbitration. If the arbitration is ruled favorably for Parent or the Company so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 8.03, and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be.

ARTICLE IX

GENERAL PROVISIONS

9.01 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Parent or Parent Representative, to:

Monster Offers

27665 Forbes Road

Laguna Niguel CA 92677

Attn: Wayne Irving II, Chairman

with a copy to:

Law Firm of Thomas C. Cook, Ltd.

500 North Rainbow Boulevard

Suite 300

Las Vegas, NV 89107

Fax: (702) 221-1963

(b) if to the Company, to:

Ad Shark, Inc.

27665 Forbes Road

Laguna Niguel CA 92677

Attn: Wayne Irving II, CEO

With a copy to:

Law Office of Brandon S. Chabner,

1601 Pacific Coast Highway, Suite 290

Hermosa Beach, CA 90254

Fax: (310) 698-0746

9.02 Definitions. For purposes of this Agreement:

(a) an "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

(b) "material adverse change" or "material adverse effect" means, when used in connection with the Company or Parent, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect in the case of Parent to the consummation of the Merger);

(c) "person" means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and

(d) a "subsidiary" of any person means another person, an amount of the voting securities other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body, or, if no such voting interest exists, fifty percent (50%) or more of the equity interests of which is owned directly or indirectly by such person.

9.03 Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".

9.04 Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with any attachments to this Agreement and the other agreements referred to herein, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. No modification, rescission, waiver, release, or amendment of any provision of this Agreement shall be made, except by a written agreement signed by the parties hereto by a duly authorized representative thereof. The non-enforcement of any provision of this Agreement will not act as a waiver of any further non-enforcement of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

9.05 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

9.06 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.07 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal or state court of the United States located in Orange County in the State of California, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the state and federal courts located in Orange County in the State of California in the event any dispute arises out of this Agreement any of the transactions contemplated by this Agreement to the extent such courts would have subject matter jurisdiction with respect to such dispute, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

9.08 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

9.09 Counterparts. This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more such counterparts shall have been executed by each of the parties and delivered to the other parties. Delivery of an executed counterpart of this Agreement by electronic means, including, without limitation, by facsimile transmission or by electronic delivery in portable document format (".pdf") or tagged image file format (".tif"), shall be equally effective as delivery of a manually executed counterpart hereof.

IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers (or representatives in the case of Sub) to execute this Agreement as of the date first above written.

MONSTER OFFERS
By:	/s/ Paul Gain	/s/ Paul Gain
Name:	Paul Gain	Name:	Paul Gain
Title:	CEO	Title:	Secretary
MONSTER OFFERS
ACQUISITION CORPORATION
By:	/s/ Wayne Irving II	/s/ Wayne Irving II
Name:	Wayne Irving II	Name:	Wayne Irving II
Title:	President	Title:	Secretary
AD SHARK, INC.
By:	/s/ Wayne Irving II	/s/ William F. Povondra, Jr.
Name:	Wayne Irving II	Name:	William F. Povondra, Jr.
Title:	CEO	Title:	Secretary

EX-3.4

Exhibit 3.4

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

Articles of Merger

(Pursuant to NRS Chapter 92A)

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from article one.

Ad Shark, Inc.

Name of merging entity

California Corporation

Jurisdiction Entity type*

And,

Monster Offers Acquisition Corporation

Name of merging entity

Nevada Corporation

Jurisdiction Entity type*

And,

Monster Offers

Name of surviving entity

Nevada Corporation

Jurisdiction Entity type*

*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn: Thomas C. Cook, Esq.

c/o:

Law Office of Thomas C. Cook, Ltd.

500 N. Rainbow Blvd., Suite 300

Las Vegas, NV 89107

3) Choose one:

[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

[ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

(a) Owner’s approval was not required from _____________________________________

___________________________________

Name of merging entity, if applicable

and, or;

___________________________________

Name of surviving entity, if applicable

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

(b) The plan was approved by the required consent of the owners of*:

Ad Shark, Inc.

Name of merging entity, if applicable

and, or;

Monster Offers Acquisition Corporation

Name of merging entity, if applicable

and, or;

Monster Offers

Name of surviving entity, if applicable

*Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

_______________________________________

Name of merging entity, if applicable

and, or;

_______________________________________

Name of surviving entity, if applicable

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article I - Name of Corporation

Monster Mobile Marketing, Inc.

6) Location of Plan of Merger (check a or b):

[ ] (a) The entire plan of merger is attached;

or,

[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address. If a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: _________________________________ Time: ________________________________

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230).

[ ] If there are more than four merging entities, check box and attach an 8 1/2” X 11” blank sheet containing the required information for each additional entity from article eight.

Ad Shark, Inc.

Name of merging entity

/s/ Wayne Irving II

Name: Wayne Irving II

Title: Chief Executive Officer

Date: November 9, 2012

and,

Monster Offers Acquisition Corporation

/s/ Wayne Irving II

Name: Wayne Irving II

Title: Chief Executive Officer

Date: November 9, 2012

and,

Monster Offers

Name of surviving entity

/s/ Paul Gain

Name: Paul Gain

Title: Chief Executive Officer

Date: November 9, 2012

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by the appropriate fees.

EX-10.17

Exhibit 10.17

Page 1 of 9

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into this as of this 1st day of August, 2011 (the "Effective Date"), by and between Ad Shark, Inc., a California corporation, with a principal place of business located at 27665 Forbes Rd #101, Laguna Niguel, CA 92677, facsimile number: (949) 266-5597, email address: adshark@iconosys.com ("Employer") and Wayne Irving, II, an individual residing at 248 West Avenida Palizada #9, San Clemente, CA 92672, facsimile number: 949-255-5597, email address: wayne_irving@yahoo.com ("Employee").

Employer hereby employs Employee, and Employee agrees to work for Employer, under the following terms and conditions:

1. AGREEMENT TO EMPLOY AND BE EMPLOYED

Employer hereby employs Employee in the position of President, and Employee hereby accepts and agrees to such employment.

2. EMPLOYEE WARRANTIES

Employee warrants and represents that Employee has the ability to enter into this Agreement and the legal right to work in the United States; that Employee's entering into and performance under this Agreement will not violate Employee's agreement with any third party; and that there are no restrictions or obligations to any third party which may restrict Employee's performance of duties under this Agreement. Employee has not provided, or promised to provide, Employer with any confidential information, trade secrets, or property of any former or current employer of Employee.

3. DESCRIPTION OF EMPLOYEE'S DUTIES

Subject to the supervision and pursuant to the orders, advice, and direction of Employer, Employee shall perform such duties as are customarily performed by one holding such position in other businesses or enterprises of the same or similar nature as that engaged in by Employer.

Employee shall report to the Board of Directors of the Employer (the "Board") in connection his employment hereunder.

Employee will generally report to and work at the following location: 27665 Forbes Rd #103, Laguna Niguel, CA 92677

4. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES

Page 2 of 9

Employee shall at all times faithfully, industriously, and to the best of Employee's ability, experience, and talent, perform all duties that may be required of and from Employee pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer. Such duties shall be rendered at the above mentioned premises and at such other place or places as Employer shall in good faith require or as the interests, needs, business, and opportunities of Employer shall require or make advisable, which may include domestic and international travel. Employee shall comply with all stated standards of performance, policies, rules, and regulations of Employer. Employee shall also comply with such future Employer policies, rules, regulations, performance standards, and manuals as may be published or amended by Employer from time to time, including without limitation, any employee handbook or similar materials that have been provided to Employee.

5, DURATION OF EMPLOYMENT

The term ("Term") of employment shall be three (3) years, commencing on the Effective Date and terminating July 31, 2014, subject, however, to prior termination as provided in Sections 9, 10, and 11 of this Agreement or a written, mutually agreeable extension of the term of employment.

6. SALARY AND BENEFITS; REIMBURSEMENT; ANNUAL BONUS;

(a) Employer shall pay Employee, and Employee agrees to accept from Employer, as partial payment for Employee's services rendered hereunder, salary compensation paid at the following rate over the course of the Term of employment: $88,500.00 annually, payable on a monthly basis for each monthly period in which applicable services have been rendered. On the anniversary of employment, this rate will increase 5% annually. Commissions and Performance Bonuses may also be awarded at the discretion of the company's Board of Directors. Unless otherwise agreed to by Employer in writing or as stated herein, Employee will receive no cash or non-cash employee benefits in connection with the employment and pursuant to this Agreement.

(b) In addition to the foregoing, Employer will reimburse Employee for any and all necessary, customary, and usual expenses incurred on behalf of Employer pursuant to Employer's policies.

(c) During the employment Term, Employee will be eligible to receive bonus payments and as reasonably approved by Employer's Board of Directors.

(d) Subject to the provisions below of Section 6(e), Employer shall make available to Employee the same insurance benefits made available by the Employer to other employees, if any (e.g., medical, dental, vision, life, accidental death and dismemberment, short-term disability and long-term disability plans).

(e) To the extent that key man life insurance coverage can be obtained by the Employer under commercially reasonable terms and conditions insuring the life of the Employee for the primary benefit of the Employer, as approved by the Board ("Key-Man Insurance Coverage"), Employer agrees: (i) to pay the insurance premiums for such Key-Man Insurance Coverage; and (ii) to assign approximately 25% of the death benefit payout for such Key-Man Insurance Coverage to Employee's designated beneficiary, minus a reimbursement payment paid to the Employer from said death benefit proceeds in an amount equal to 25% of the amount of out-of-pocket premium payment expenses already paid by Employer with respect to said insurance policy.

(f) Employee may elect to participate in Employers 401(k) Plan, if any, in accordance with Employer's 401(d) eligibility requirements, and if Employee elects to participate in such plan, Employer shall provide any matching contribution programs generally made available to Employer's employees.

(g) Employee acknowledges that as of the Effective Date Employer's business is in its initial stages of establishment and setup, and that as a result the salary set forth in Section 6(a), above may not be paid on a monthly basis. To the extent that said salary obligation is not paid in full on a monthly basis as set forth in Section 6(a), any such unpaid amounts will accrue and shall be paid at later date during the Term. Employee shall determine when the salary as referenced above in Section 6(a), including all accrued but unpaid salary, will be paid based upon the financial ability of the Employer to make such payments and shall make such determination in the best interests of Employer. Notwithstanding the foregoing, if any other member of Employer's executive management team receives all or a portion of their respective salaries, Employee shall be entitled, at minimum, to receive payment of the same percentage of his salary as such other members of Employer's executive management team.

7. CONFIDENTIALITY

The parties hereto understand and agree that the terms and provisions of that certain Mutual Confidentiality Agreement dated as of even date herewith and attached hereto as Exhibit I (the "Confidentiality Agreement") are hereby incorporated herein by reference. The parties also understand and agree that: (i) the terms and provisions of this Agreement and any attachments to this Agreement, but not the existence of this Agreement, shall be deemed "Confidential Information" for purposes of, and as defined under, the Confidentiality Agreement, and (ii) this Agreement constitutes a "Employment Agreement" for purposes of, and as contemplated by, the Confidentiality Agreement.

8. NON-SOLICITATION

As a material inducement for the Employer to enter into this Agreement, Employee agrees that during the term of this Agreement, and for a period of two (2) years thereafter, Employee will not directly or indirectly, individually, in partnership or in conjunction with any person, association or company, in any capacity whatsoever: (a) solicit, induce, or attempt to influence, directly or indirectly, any supplier, customer, or prospective supplier or customer

Page 4 of 9

(including, without limitation, those Employer clients/customers sold or serviced by you during the term of this Agreement) of Employer to reduce, curtail or discontinue business with the Employer, (b) employ or retain or attempt to employ or retain, directly or indirectly, any person who at that time is, or within twelve (12) months prior thereto had been, employed or retained by Employer, or (c) solicit, induce or attempt to influence, directly or indirectly, any employee or independent contractor of the Employer to reduce, curtail or terminate his, her or its employment or independent contractor relationship with the Employer. In addition, as a material inducement for the Employer to enter into this Agreement, Employee agrees that during the term of this Agreement, Employee shall not engage in any business activities that directly compete with the business of the Employer.

9. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE

Notwithstanding anything in this Agreement to the contrary, and subject to any limitations imposed by applicable state or federal law, the parties each have the option to terminate this Agreement in the event that during the Term Employee shall become permanently disabled to the extent Employee is unable to perform the essential functions of Employee's duties even with reasonable accommodation. Upon such notice pursuant to this Section 9, this Agreement shall be terminated, effective on the last day of the month in which the notice is mailed to the other party, with the same force and effect as if such last day of the month were the date originally set forth as the termination date set forth in Section 5.

10. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT

In the event that Employer shall discontinue business operations, then this Agreement shall terminate as of the last day of the month in which such business operations cease with the same force and effect as if such last day of the month were originally set forth as the termination date hereof, except that Employer shall pay all accrued and unpaid salary payments described in Section 6, above. Business operations shall be deemed to mean regular business operations, excluding the wind-up, sale, or transfer of business operations, or the preparation for the same.

11. TERMINATION

(a) Employer may terminate this Agreement by giving fifteen (15) days' written notice to Employee upon the occurrence of any the following events (a "Termination For Cause"): for just cause based upon material nonperformance of duties, gross negligence, gross insubordination or fraud by Employee.

(b) This Agreement shall also terminate immediately upon the death of Employee.

(c) In addition, this Agreement may be terminated by either party for any reason or for no reason through transmittal of thirty (30) days' prior written notice of termination to the other party (such termination, a "Termination For Convenience").

Page 5 of 9

The parties understand and agree that in connection with any termination of this Agreement, Employee shall lose any future rights under the Agreement to be paid any compensation earned pursuant to Section 6, but shall be paid all compensation owed through the date of termination, except in the event of a Termination For Cause by Employer pursuant to Section 11(a).

(e) Except as set forth above in Section 11(d), in the event of any termination of this Agreement, including without limitation in the event of a Termination For Convenience by Employer, within thirty (30) days of any termination of this Agreement, Employee shall be paid any compensation earned prior to termination pursuant to Section 6(a) and shall be paid any expense reimbursements pursuant to Section 6(b).

(e) Subject to the above provisions of Section 11, termination of this Agreement shall not affect any of the rights or obligations of either party which exist as of the date of termination or expiration, and which rights and obligations shall, by their nature, survive such termination or expiration.

12. LITIGATION ASSISTANCE

Employee shall, upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation, arbitration, mediation, or investigation in which it is, or may become, a party, either during or after Employee's employment with Employer. Employer shall prepay or timely reimburse Employee's reasonable expenses required or incurred in providing such assistance.

13. [INTENTIONALLY BLANK]

14. ENTIRE AGREEMENT

This Agreement, together with any documents or agreements referred to herein and any exhibits or other attachments hereto, contains the sole and entire agreement between the Parties with regard to Employee's employment, and supersedes any and all other agreements between them relating to the same subject matter. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except such representations as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into the Agreement, and has been afforded the opportunity to consult with counsel of his or its choosing. The parties further acknowledge that any statements or representations that may have previously been made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealings with the other.

15.

Page 6 of 9

WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING; CONSTRUCTION

No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed. The provisions of this paragraph may not be waived except as set forth herein. The language used in this Agreement will be deemed to be the language chosen by parties to express their mutual intent, and no rule of strict construction will be applied against either party. As context may require, the singular shall mean and include the plural and vice versa, and the masculine shall include the feminine and vice versa.

16. SEVERABILITY

If, for any reason, any provision of this Agreement is held invalid, it is the intent of the Parties that all other provisions of this Agreement shall remain in full force and effect.

17. ASSIGNMENT

This Agreement may be assigned by Employer to another employer in conjunction with the sale, merger, reorganization, bankruptcy, or dissolution of Employer upon written notice to Employee and provided that all other provisions and terms of this Agreement are honored by the assignee. This Agreement may not be assigned or subcontracted by Employee under any circumstances.

18. BINDING EFFECT OF AGREEMENT

This Agreement and all of Employer's rights hereunder shall be binding on, inure to the benefit of, and be enforceable by Employer and its legal representatives, successors, and assigns. This Agreement and all of Employee's rights hereunder shall be binding on, inure to the benefit of, and be enforceable by Employee and his legal representatives.

19. ADDITIONAL MISCELLANEOUS

{a) Notices given under this Agreement must be in writing and sent via email, facsimile, overnight courier, hand delivered, or mailed by certified or registered mail, to the party at its address set forth at the beginning of this Agreement, or to the e-mail address or facsimile number provided to the other party in writing from time to time. Either party may change its address by giving notice of such change to the other party. If notice is made by personal delivery, courier or mail, notice will be deemed made upon delivery. If notice is made by e-mail or facsimile, notice will be deemed made upon transmission of the e-mail or facsimile.

(b)

Page 7 of 9

This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Any disputes under this Agreement shall be brought in the state courts and the Federal courts located in Orange County, California, and the parties hereby consent to the personal jurisdiction and venue of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. If any party initiates legal action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover against the non-prevailing party such attorneys' fees as may be awarded by a court of

competent jurisdiction, together with its costs of suit incurred therein. Employee also
acknowledges that the restrictions and covenants set forth in Sections 7 and 8 above, and as set forth in the Confidentiality Agreement are, in view of the nature of the business of the Employer, reasonable and necessary to protect the legitimate interests of the Employer, that the Employer would not have entered into this Agreement in the absence of such restrictions, and that any violation by Employee of any provisions of Sections 7 or 8 above, or of the Confidentiality Agreement, will result in irreparable injury to the Employer. The parties also acknowledge that the remedy at law for any violation of these restrictions and/or covenants will be inadequate, that with respect to each and every violation or threatened violation of Sections 7 or 8 above, or of the Confidentiality Agreement, the Employer shall be entitled to seek temporary and permanent injunctive relief, without the necessity of proving actual damages, that the Employer shall be entitled to seek an equitable accounting of all earnings, profits, and other benefits arising from any such violation, which rights shall be cumulative of and in addition to any other rights or remedies to which the Employer may be entitled, and that in the event of any such violation or threatened violation the Employer shall be entitled to commence an action for temporary and permanent injunctive relief and other equitable relief in any court of competent jurisdiction. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative, no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy. Each party represents and warrants that he or it has the right to enter into and deliver this Agreement and to grant the rights and undertake the duties provided for in this Agreement. This Agreement and the respective rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties only after the Agreement has been fully executed and delivered by an authorized representative of the respective parties.

(c) Each of the parties acknowledges having fully read and understand this Agreement, and each has been encouraged to have legal counsel advise them in connection with the execution of this Agreement. Each of the parties understands and agrees that it/he either has had its/his legal counsel review this Agreement or expressly and knowingly waives its/his right to have such legal counsel review this Agreement. The subject headings of the sections or paragraphs of this Agreement are included for purposes of convenience and reference only and shall not be deemed to explain, modify, limit, amplify or aid in the meaning, construction or interpretation of any of the provisions of this Agreement.

(d) This Agreement may be executed in a number of counterparts, and all executed counterparts together will constitute one and the same agreement. Any such execution may be of

Page 8 of 9

a facsimile copy hereof, and any signature transmitted to another party by facsimile will be valid and binding.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.

AD SHARK, INC. ("EMPLOYER")

/s/ Ron P. Abrams

By: RON P ABRAMS

Title: CEO

EMPLOYEE

/s/ Wayne Irving II 8/1/2011

Print Name: WAYNE IRVING II

Page 9 of 9

Exhibit A

Mutual Confidentiality Agreement
[see attached]

MUTUAL CONFIDENTIALITY AGREEMENT

This MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of August 1, 2011 (the “Effective Date”) by and between Ad Shark, Inc. a California corporation (“Employer”) and Wayne Irving II, an individual (“Employee”). This Agreement refers to Employer and Employee each, individually, as a “Party” and, collectively, as the “Parties.”

BACKGROUND

Each Party owns, possesses or controls certain Confidential Information (as defined in Section 1) and desires to provide the other Party with access to such Confidential Information on the terms and conditions set forth in this Agreement and in connection Employee’s employment with Employer (the “Purpose”). With respect to any Confidential Information disclosed under this Agreement, this Agreement refers to the Party providing such information as the “Disclosing Party” and the Party receiving such information as the “Recipient.”

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1.For purposes of this Agreement, “Confidential Information” means: (i) any and all information disclosed by the Disclosing Party to the Recipient during the term of this Agreement as set forth below in Section 7 in oral, written, visual, electronic or other tangible form, whether before or after the Effective Date, that in any way relates or pertains to the Disclosing Party, its properties, personnel, operations or business, including without limitation, (a) information relating to patent applications that have not been published, (b) Trade Secrets (as defined below), and (c) proprietary information – information relating to intellectual property, mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Disclosing Party provides regarding third parties; (ii) any information generated by the Recipient to the extent based in whole or in part on information disclosed to the Recipient by the Disclosing Party; and (iii) the contents of this Agreement, but not the existence. For purposes of this Agreement, “Trade Secrets” of the Disclosing Party means information that (a) derives economic value, actual or potential, from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or (b) is otherwise a trade secret as defined by California law.

2.Confidential Information does not include, and Recipient’s obligations under this Agreement with respect to any portion of the Disclosing Party’s Confidential Information shall terminate when, the Recipient Party can document or establish that:

(a) the applicable information is in the public domain at the time of its disclosure to the Recipient;

(b) the applicable information, through no violation of the terms of this Agreement, enters the public domain after its disclosure to the Recipient;

(c) the applicable information, as demonstrated by Recipient through competent written evidence, was known by or in the possession of the Recipient at the time of its disclosure to the Recipient;

(d) the applicable information is independently developed by employees or agents of the Recipient who neither used nor had access to Confidential Information;

(e) Recipient is compelled to disclose the applicable information by a subpoena or order issued by court of competent jurisdiction (each, an “Order”), provided that the Recipient gives the Disclosing Party written notice of the Order within twenty-four (24) hours of receiving the Order, and cooperates fully with the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order; or

(f) the applicable information is disclosed in good faith to the Recipient by a third party legally entitled to do so.

3.The Recipient acknowledges and agrees that (i) all right, title and interest in and to all Confidential Information is and will remain the exclusive property of the Disclosing Party, and (ii) nothing in this Agreement will be deemed to convey to the Recipient any rights to or license of any intellectual property rights possessed by the Disclosing Party.

4.The Recipient will use the Confidential Information solely in connection with the Purpose, shall treat the Confidential Information as strictly confidential and will not, directly or indirectly: (i) use any such Confidential Information for its own purposes or for those of third parties; (ii) divulge or disclose any such Confidential Information to any third party; or (iii) permit any such Confidential Information to be divulged or disclosed to or examined or copied by any third party. Without limitation of the previous sentence, the Recipient agrees not to divulge or disclose any Confidential Information to, or to permit any Confidential Information to be divulged or disclosed to or examined or copied by, any of its employees, agents, representatives, assignees or subcontractors except on a “need to know” basis (each such person, a “Permitted Disclosee”). The Recipient will (i) inform each Permitted Disclosee of the requirements of this Agreement, and (ii) ensure that each Permitted Disclosee complies with each of the Recipient’s obligations as set forth in this Agreement. Recipient shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.

5.Upon termination or expiration of this Agreement, or otherwise upon the written request of the Disclosing Party, the Recipient shall within ten (10) business days of the applicable Agreement termination or expiration or written request return to the Disclosing Party and/or destroy (at the discretion of the Disclosing Party) all documents and other tangible materials containing or representing the Disclosing Party’s Confidential Information and any and all copies or derivations thereof that are in its possession. Notwithstanding the foregoing, the Recipient may retain in the offices of its internal and/or external legal advisor(s) a single archival copy of any written or photographic Confidential Information provided by the Disclosing Party under this Agreement, which copy shall only be used by the Recipient and its legal advisors in connection with the review of its obligations under this Agreement.

6.Confidential Information shall not be reproduced in any form, except (i) in connection with the Purpose or as otherwise required to accomplish the intent of this Agreement, or (ii) as otherwise permitted upon the Disclosing Party’s prior written approval. Any reproduction of any Confidential Information of the Disclosing Party by Recipient shall remain the property of Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by Disclosing Party.

7.This Agreement shall continue in full force and effect for three (3) years, or may be terminated by any party at any time upon thirty (30) days written notice to the other parties. Notwithstanding the foregoing, and as set forth below in this Section 7, the Recipient’s obligations under this Agreement and the Disclosing Party’s rights under this Agreement shall each survive termination of this Agreement and shall be binding upon their respective heirs, successors and assigns, as applicable. The Recipient’s obligations hereunder with respect to confidentiality and non-disclosure of non-technical sales, marketing, and financial Confidential Information shall continue in full force and effect for three (3) years from the date of disclosure of such Confidential Information. The Recipient’s obligations hereunder with respect to confidentiality and non-disclosure of all other Confidential Information, including but not limited to, Trade Secrets and any and all technical Confidential Information shall be terminated only pursuant to Section 2 above.

8.The Recipient acknowledges and agrees that in the event that the Recipient or any Permitted Disclosee breaches any of the Recipient’s obligations set forth in this Agreement: (i) the Disclosing Party will suffer severe and irreparable injury; (ii) the Disclosing Party’s remedy at law for damages will be inadequate; and (iii) the Disclosing Party will be entitled to seek a temporary or permanent injunction to restrain any threatened or continuing breach by the Recipient or any Permitted Disclosee. In addition to such injunctive relief, the Disclosing Party will be entitled to any and all damages, costs and expenses including, without limitation, an equitable accounting of all earnings, profits, and other benefits arising from any breach of this Agreement, and reasonable attorneys’ fees incurred in connection with the enforcement of this Agreement, in addition to any other rights and remedies it may have at law or in equity. Subject to the provisions of Section 7 above, the Parties’ obligations set forth in this Agreement will survive any termination of the Parties’ association or this Agreement.

9.This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement shall be brought in the state courts and the Federal courts located in Orange County, California, and the parties hereby consent to the personal jurisdiction and venue of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in the world. If any Party initiates legal action to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover against the non-prevailing Party such attorneys' fees as may be awarded by a court of competent jurisdiction, together with its costs of suit incurred therein. The provisions of this Section 9 shall survive the termination of this Agreement.

10.This Agreement constitutes the entire agreement between the Parties relating to its subject matter, and there are no agreements or understandings between the Parties relating to its subject matter, express or implied, except as are explicitly set forth in this Agreement. This Agreement may not be amended or modified except by a writing signed by each of the parties hereto, and no waiver of any terms hereof shall be effective unless such waiver is in writing and signed by the Party to be charged. The non-enforcement of any provision of this Agreement will not act as a waiver of any further non-enforcement of this Agreement. The Agreement may be signed in one or more counterparts with the same effect as if the signatures of all parties were on the same instrument. This Agreement may be delivered by facsimile or electronic transmission, and facsimile or electronically mailed copies of executed signature pages shall be binding as originals. This Agreement shall not be construed against any Party hereto by virtue of the fact that said Party drafted, or had drafted, this Agreement.

11. Nothing in this Agreement shall obligate any Party to proceed with, or continue discussions pertaining to, any transaction between itself and any other Party, including without limitation, any transaction relating to, or contemplated by, the Purpose.

12. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.

13. This Agreement will be binding upon and enforceable only by the Parties, their respective successors and permitted assigns. Neither Party may assign or transfer any interest in or obligation under this Agreement without the prior written consent of the other Party.

14. Each Party hereby warrants, represents and covenants to the other Party that: (i) it has the right to enter into this Agreement and to disclose Confidential Information to the other Party; (ii) it is not a Party to any other agreement or under any obligation to any third party which would prevent it from entering into this Agreement and complying with the terms and conditions set forth herein; and (iii) its providing information, documentation and/or material to the other Party pursuant to this Agreement will not violate or infringe upon the copyright or any other right whatsoever of any person or entity.

15. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

16. No Party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

17. Notices given under this Agreement must be in writing and sent via email, facsimile, overnight courier, hand delivered, or mailed by certified or registered mail, to the party at its mailing address, email address or facsimile number set forth at the signature page of this Agreement, or to the mailing address, email address or facsimile number provided to the other party in writing from time to time in accordance with this Section 17. Either Party may change its address by giving notice of such change to the other Party. If notice is made by personal delivery, courier or mail, notice will be deemed made upon delivery. If notice is made by e-mail or facsimile, notice will be deemed made upon transmission of the e-mail or facsimile.

18. Each Party acknowledges that: (i) each Party may correspond or convey documentation pursuant to this Agreement via Internet e-mail unless the other Party expressly requests otherwise; (ii) neither Party has control over the performance, reliability, availability, or security of Internet e-mail; and (iii) neither Party shall be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason beyond that Party’s reasonable control.

19. Recipient agrees that the software programs of Disclosing Party contain valuable confidential information, and Recipient agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party.

DULY ACKNOWLEDGED AND AGREED TO AS OF THE EFFECTIVE DATE:

“EMPLOYER”

AD SHARK, INC.

By /s/ Ronald Abrams

Print Name: Ronald Abrams

Title: CEO

“EMPLOYEE”

By Wayne Irving II

Wayne Irving II

EX-10.18

Exhibit 10.18

ISO AGREEMENT

This ISO Agreement ("Agreement") is made and entered into as of the 10th day of June, 2011 ("Effective Date") by and between .Ad Shark, Inc., a California corporation (herein referred to as "ISO") and Iconosys, Inc., a California corporation (herein referred to as the "Company"), whose address is: 27665 Forbes Road #103, Laguna Niguel, CA 92677.

RECITALS

WHEREAS, the Company is an app development company that, among other things, sells apps and app-design or related services to business customers (the "Customers").

WHEREAS, ISO is an independent sales organization and consulting company with an expertise in the area of telephone sales and mobile marketing or advertising services; and

WHEREAS, the Company seeks to retain ISO as its independent sales organization in connection with providing telephone sales and/or other mobile marketing or advertising-related services (the "Services") for the Company's Customers..

NOW, THEREFORE, in consideration of the mutual promises herein, contained, and for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:

1. Services and Term. Commencing as of the Effective. Date, the Company shall retain ISO, and ISO hereby agrees to be retained by the Company, to provide the Services. The term ("Term") of this Agreement shall be two (2) years, subject to earlier termination by either party on thirty (30) days' prior written notice to the other party.

2. Compensation, As full compensation to ISO for ISO's rendering of the Services to the Company, the Company agrees to pay ISO the lesser of 20% gross revenues or 60% "net revenues" paid to the Company for any products or services sold by the Company to Customers in connection with ISO's performance of the Services, including without •limitation, directory listing revenues paid by Customers to the Company for subscriptions for the Company's Travel America Visitor Guide service that have been solicited or marketed by i5 (such compensation, hereinafter, "Commissions"). For purposes of this Agreement, "net revenues" refers to sales revenues after costs of goods/services sold, and which costs of goods/services sold shall include, without limitation, any fees and payments in connection with specific sales campaigns in question such as labor, sales commissions paid, internet fees, filing fees, agency fees, advertising third party fees and other third party payments. All Commissions paid to ISO pursuant to this Section 2 shall be paid by the Company on a calendar monthly basis and on or about the 10⁸ day of each month, for applicable gross revenues actually received by the Company during the prior calendar month. Each such Commission payment shall include a written accounting explaining the basis for the payment (e.g. the total amount of applicable gross revenues on which the applicable payment was based). The parties agree that ISO shall have the right to inspect and audit the Company's books and records no more than two (2) times per calendar quarter for purposes of confirming the accuracy of Commission payments made by the Company pursuant to this Section 2 (any such inspection or audit, an "Audit"). ISO shall bear the full cost of any such Audits, except that Audit costs will be reimbursed by the Company in the event that an. Audit reveals an underpayment by the Company in excess of 10%. The Company shall have the right under this Agreement to either (i) receive reimbursement of Commission payments previously made by the Company to ISO, or (ii) offset reimbursement obligations against future Commission payment obligations, in either case as result of product returns, chargebacks or other Customer refunds associated with the Services.

3. Miscellaneous.

3.1 Assignment. This Agreement is not transferable or assignable, without the prior written consent of the other party, except that either party may transfer or assign this Agreement without the consent of the other party in connection with a change of control of the assigning party, a merger of the assigning party with another company or entity, or a sale of substantially all of the assigning party's assets.

3.2 Execution and Delivery of Agreement, Each of the parties shall be entitled to rely on delivery by facsimile transmission of an executed copy of this Agreement by the other party, and acceptance of such facsimile copies shall create a valid and binding agreement between the parties.

3.3 Titles. The titles of the sections and subsections of this Agreement are for the convenience of reference only and are not to be considered in construing this Agreement.

3.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement

3.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.

3.6 Waiver and Amendment. Except as otherwise provided herein, the provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the mutual written agreement of the parties.

3.7 Counterparts. This Agreement may be executed in any number of counterparts, each, of which shall be an original, but all of which together shall constitute one and the same instrument.

3.8 Governing Law, This Agreement is governed by and shall be construed in accordance with the internal law of the State of California without reference to its rules as to conflicts of law.

3.9 Any notice hereby required or permitted to be given pursuant to this Agreement shall be sufficiently given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such partystated below on the signature page of this Agreement or such other address as shall have been designated by written notice by such party to the other party in accordance with this Section 3,9. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (1) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.

3.10 Should suit be brought to enforce or interpret any part of this Agreement, the "prevailing party" shall be entitled to recover its costs of suit, including reasonable attorneys' fees from the non-prevailing party.

3.11 Independent Contractor, Each of the parties understands and agrees that in connection with ISO's rendering of services pursuant to this Agreement, ISO shall be deemed at all times to have been, or to be, an independent contractor with respect to the Company, and that under no circumstances shall ISO be deemed an employee, agent, or representative of the Company. ISO shall have no right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the Company.

3.12 Non-disclosure and Non-Use of Company Confidential Information, Non-

solicitation/non-competition; Ownership of Property, inventions, improvement and original
works of authorship.

3.12.1 For purposes of this Agreement, Company Confidential Information means any confidential, proprietary, and/or trade secret information of the Company or material derived therefrom, unknown to the general public, which is disclosed by the Company to the ISO under this Agreement and/or• in connection with ISO's performance of the Services as described in Section 1 above. Company Confidential Information includes, without limitation, technical, trade secret, commercial, and financial information about the Company's (a) research or development; (b) marketing plans or techniques, contacts, or customers, including statistical sales information; (c) organization or operations; (d) business development plans (i.e., licensing, supply, acquisitions, divestitures, or combined marketing), forecasts or similar documents; (e) products, licenses, trademarks, patents, other types of intellectual property, or any other contractual right or interest, either as of, or subsequent to, the Effective Date; (f) information regarding employees or independent contractors hired or engaged by the Company; and (g) client databases and customer lists, including without limitation, lists or names of Customers. All Company Confidential Information disclosed by the Company to ISO in tangible form (including, without limitation, information incorporated in computer software) shall be and remain the property of the Company. ISO shall neither use nor disclose Company Confidential Information from the Company for any purpose other ISO's rendering of the services pursuant to the Agreement. The parties hereto recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Company Confidential Information disclosedpursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Company Confidential Information. ISO shall not make, have made, use or sell for any purpose any product, service or other item using, incorporating or derived from any Company Confidential Information.

3.12.2 Upon the expiration or termination of this Agreement, ISO shall return to the Company all tangible forms of Company Confidential Information then in its possession, including any and all copies and/or derivatives of Company Confidential Information made by ISO as well .as any writings, drawings, specifications, manuals, or other printed or electronically stored. material based on, or derived from, Company Confidential. Infuriation. Any material or media not subject to return must be destroyed. ISO shall, not disclose to third parties any Company Confidential Information or any reports, recommendations, conclusions, or other results of work under this Agreement without prior consent of an officer of the Company. The obligations set forth in this Section 3.12, including the obligations of confidentiality and non-use, shall be continuing and shall survive the expiration or termination of this Agreement and will continue for a period of five (5) years.

3.12.3 The obligations of confidentiality and non-use set forth herein shall not apply to the following: (i) Company Confidential Information at or after such time that it is or becomes publicly available through no fault of the ISO; (ii) Company Confidential Information that is already independently known, to the ISO as shown by prior written records; (iii) Company Confidential Information at or after such time that it is disclosed to the ISO by a third party with the legal right to do so; or (iv) Company Confidential Information required to be disclosed pursuant to judicial process, court order, or administrative request, provided that the ISO shall so notify the Company sufficiently prior to disclosing such Company Confidential Information as to permit the Company to seek a protective order.

3.12.4 As a material inducement for the Company to enter into this Agreement, ISO agrees that during the Term of this Agreement, and for a period of three (3) years thereafter, ISO will not directly or indirectly, individually, in partnership or in conjunction with any person, association or company, in any capacity whatsoever: (a) solicit, induce, or attempt to influence, directly or indirectly, any supplier, client, customer, or prospective supplier, client or customer of the Company to reduce, curtail or discontinue business with the Company; (b) employ or retain or attempt to employ or retain, directly or indirectly, any person who at that time is, or within twelve (12) months prior thereto had been, employed or retained by the Company; or (c) solicit, induce or attempt to influence, directly orindirectly, any employee or independent contractor of the Company to reduce, curtail or terminate his, her or its employment or independent contractor relationship with the Company. In addition, as a material inducement for the Company to enter into this Agreement, ISO agrees that during the Term of this Agreement and for a period of three (3) years thereafter, ISO will not directly or indirectly, individually, in partnership or in conjunction with any person, association or company, in any capacity whatsoever directly or indirectly, promote, sell or solicit orders for any products or services which, in the opinion of the Company, are in competition with the Company's products or services.

3.12.5 Nothing in this Agreement is intended to grant any right ISO under any patent, mask work right, copyright, trade secret or property right (including without limitation any intellectual property right) of the Company, and the parties understand and agree that any and all property owned by the Company prior to or subsequent to the Effective Date remain the exclusive property of the Company, notwithstanding the parties' execution and delivery of this Agreement. All work arising from th.e services performed hereunder and all materials and products developed or prepared for Company by ISO in connection with the Services performed hereunder are the exclusive property throughout the work of Company, and all right, title and interest therein shall vest in Company. All documentation, inventions, discoveries, processes, ideas, methods, designs, know-how, whether or not patentable, and other copyrightable materials developed or prepared by ISO in connection with the services performed hereunder shall be assigned to the Company. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which ISO may conceive or make either alone or in conjunction with others, during the Term of this Agreement, which in any way pertain to or are connected with the services performed hereunder, shall be the sole and exclusive property throughout the world of Company; and ISO, whenever requested to do so by Company, at Company's expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which Company shall deem necessary or advisable in order to apply for and obtain copyrights, letters patent and other applicable statutory protection throughout the world for said inventions, ideas and discoveries, and in order to assign and convey to Company the sole and exclusive right, title and interest throughout the world in and to said inventions, discoveries, processes, ideas, methods, designs and know-how, or any applications, copyrights or• patents thereof.

3.13 The parties acknowledge and agree that, if there is any breach by ISO of the provisions of Section 3.12 of the Agreement, the Company will suffer irreparable injury that cannot be compensated by money damages and therefore will not have an adequate remedy at law. Accordingly, if the Company institutes an action or proceeding to enforce the provisions of Section 3.12 of this Agreement, the Company will be entitled to seek such injunctive relief, specific performance, or other equitable remedy from a court of competent jurisdiction as may be necessary or appropriate to prevent or curtail any such breach, threatened or actual. These rights will be in addition to and without prejudice to such other rights as the Company may have in law or in equity.

3.14 Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative, no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.

3.15 Except as otherwise expressly stated herein, termination of this Agreement for any reason shall not affect any of the rights or obligations of either party that exists as of th.e date of termination, and which rights and obligations shall survive such termination.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the Effective Date.

"Company"

Iconosys, Inc., a California corporation

By: /s/ Brandon Chabner

Brandon Chabner

Corporate Secretary

“ISO”

Ad Shark, Inc., a California corporation

By: /s/ Wayne Irving II

Wayne Irving II

President and Chief Financial Officer

EX-10.19

Exhibit 10.19

The Law Office of Brandon S. Chabner,
A Professional Corporation

1601 Pacific Coast Highway, Suite 290

Hermosa Beach, CA 90254

310-698-0740

March 19. 2011

AdShark, Inc. ("Client" or "AdShark")

27665 Forbes Road

Laguna Niguel, CA 92677

Attn: Wayne Irving, CEO Fax No.: 949-266-5597

Re: Engagement Agreement

Dear Client:

Please allow this letter (the "Agreement") to confirm our agreement concerning your retaining The Law Office of Brandon Chabner, A Professional Corporation (the "Firm") as outside legal counsel in connection with transactional legal matters and such other legal matters as may be determined by the parties from time to time (the "Engagement"). This writing represents the parties' understanding and agreement with respect to the terms of the Engagement.

1. Conditions.

This Agreement shall not take effect until you return a signed copy of this Agreement. Unless the parties make a different agreement in writing, this Agreement will govern all future services the Firm may perform for you and governs and relates back to any previous legal services that were performed by the Firm prior to the date of your execution of this Agreement.

2. Scope of Agreement.

It is understood that you are retaining the Firm solely in connection with the Engagement. By this Agreement, you empower the Firm to proceed with the handling of these matters as deemed advisable by the Firm. The Firm will take all reasonable steps to complete the matter on a timely basis, to keep you informed of our progress, and to respond to your inquiries. In all matters we shall maintain strict secrecy with respect to all confidential disclosures made by you and shall also comply in all other respects with the duties of attorneys set forth in the California Business & Professions Code and the Rules of Professional Conduct of the State Bar of California.

AdShark, Inc., attn: Wayne Irving, CEO

March 19, 2011

Page 2

3. Client's Duties.

You agree to be truthful with us, to cooperate, to keep us informed of developments, to abide by this Agreement, to pay our bills on time and to keep us advised of your current address, telephone number and whereabouts.

4. Disclaimer of Guarantee. Under the law, we cannot guarantee or promise any results. Nothing in this Agreement and nothing in what we say or do can be construed as a guarantee about the outcome of your matter. Our past or future comments about the outcome of your matter or opinions are not guarantees. Any estimate of fees we give you is not a guarantee. Actual fees may vary from the estimates given.

5. Deposit.

The Firm reserves the right to request a deposit in advance of performing legal services. In the event that such a deposit is in fact required, this deposit shall be held in our client trust account (wiring instructions for the client trust account will be provided to you separately, to the extent such a deposit is necessary). You authorize us to use that fund to pay the fees and other charges you incur. Any unused deposit at the conclusion of the matter shall be refunded. When the deposit is exhausted, the Firm reserves the right to request an additional deposit, which you shall pay within thirty (30) days after our demand for same.

6. Billing for Services Rendered.

Except as may otherwise be agreed upon by the Firm and you from time to time, the Firm will perform legal services at the following hourly rates:

Brandon Chabner $75.00*

These hourly billing rates are subject to change without prior notice. If at a future date you would like to receive a revised range of rates which takes into account changes after the date of this letter, we will provide an updated schedule upon request. We will bill you in increments of tenths of an hour for the work that is performed, unless otherwise agreed to by the parties.

*The parties understand and agree that the Firm is charging Client based on a discounted rate for the legal services to be performed (current hourly rate for Brandon Chabner's services is $255.00). The parties agree that as compensation for: (i) the Firm's agreement to perform legal services under this Agreement; (ii) Brandon Chabner's agreement to serve as a

3

AdShark, Inc., attn: Wayne Irving, CEO March 19, 2011

Page 3

member of the board of directors of Adshark; and (iii) legal advice provided by the Firm to Client in connection with the formation of Adshark, Client shall pay the additional Adshark common stock compensation to Brandon Chabner as follows: (i) additional shares of Adshark common stock as agreed to by the parties (the "Section 6(i) Stock Compensation"), such that, when the award of such Section 6(ii) is combined with the cash compensation to be paid to the Firm in connection with the performance of such services, the aggregate total compensation paid to the Firm and Brandon Chabner shall be approximately equal to $175 per hour of work performed. The terms and conditions pertaining to such Section 6(i) Stock Compensation shall be reflected in documentation that will be added to, and incorporated into, this Agreement as an attachment. The parties also agree that any common stock compensation to be paid to Brandon Chabner pursuant to this Agreement shall be paid on a semi-annual basis (e.g. on or about 6-30 and 12-31 of each calendar year period during the term of this Agreement) for legal services that have been rendered during the applicable six (6) month (or lesser) calendar year period. Client agrees that any shares of common stock paid to Brandon Chabner pursuant to this Section 6 shall be subject to piggy-back registration rights.

We will charge you for the time we spend on telephone calls, email correspondence, meetings etc. relating to your matter, including without communications with you and with third parties. We will also charge for travel time, both local and out of town.

Occasionally, we may contract with outside parties for services in connection with our representation of you. If we do, we may forward the invoice to you and ask you to pay the invoice directly.

7. Additional Costs and Expenses.

In addition to legal fees, the following is a list of common costs and expenses which may be included on your monthly statement:

Fees fixed by law and assessed by courts

and other agencies, including filing fees

Out of town lodging

Messenger and courier services

Postage and copying charges

Telecopier services

Telephone usage charges

Travel (both in town and out of town)

Parking

You agree to pay these costs and expenses in addition to our hourly fees. All costs and expenses will be charged to you at our cost.

AdShark, Inc., attn: Wayne Irving, CEO March 19, 2011

Page 4

8. Statements.

We will normally send you monthly statements for services and costs. However, if we perform minimal services in a particular month, we may send a statement covering more than one month. All statements will be payable within thirty (30) days following receipt. To the extent that any statement is not paid within thirty (30) days of the statement date, we reserve the right to assess interest charges against the outstanding balance (commencing as of the date the statement is past due) at the rate of ten percent (10%) per annum.

9. Disputes and Arbitration; Governing Law; Venue; Severability; Counterparts; Entire Agreement; Amendments; Headings.

If you disagree with our fee as shown in any statement, please call us. Typically, we resolve such disagreements to the satisfaction of both sides with little inconvenience or formality. If we are not able to resolve a fee dispute, you have the right to request arbitration under supervision of the California State Bar Association. This Agreement is entered into in the State of California, and its validity, interpretation, and legal effect will be governed by laws applicable to contracts entered into and performed entirely within the State of California. Any action arising under or relating to this Agreement may only be initiated and maintained in competent state and federal courts located in Los Angeles. You and we hereby consent and submit to the personal jurisdiction of these courts for the purpose of any litigation. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the Agreement will be severable and remain in effect. This Agreement may be executed in a number of counterparts, and all executed counterparts together will constitute one and the same agreement. Any such execution may be of a facsimile copy hereof, and any signature transmitted to another party by facsimile will be valid and binding. This is our entire agreement with respect to its subject matter, and this Agreement supersedes all prior agreements, representations, and negotiations. This Agreement may be modified only by a writing signed by both parties. The headings in this Agreement are for convenience only.

10. Estimates Are Not Binding.

From time-to-time you may wish to ask us for estimates of the fees and costs of the work which we will perform for you. We will be happy to provide you with such estimates, but you agree that the Firm will not be bound by any estimate we give you - estimates are merely for your convenience. We do not warrant or guarantee that the actual fees and costs will not be higher than estimated amounts insofar as complicated legal matters often involve unexpected issues which take time and effort to resolve.

11. Termination of Services.

AdShark, Inc., attn: Wayne Irving, CEO March 19, 2011

Page 5

This Agreement will continue in effect according to its terms, unless terminated by us or by you in writing. Either party may discharge the other at any time, upon reasonable notice. Either party may send to the other a written notice of termination at any time. If either party terminates this Agreement, we will stop all work for you, consistent with ethical requirements. Each party agrees to sign any documents reasonably necessary to complete our discharge or withdrawal. Following termination, we will promptly bill you for all outstanding services and costs incurred through the termination date, which fees and costs shall be immediately due and payable. In addition, if you do not pay any invoice promptly on or before the 30th day following the date of our statement, we would not have any further duty to represent you, regardless of the status of the matter at the time of nonpayment.

12. Records.

On your written request within sixty (60) days after we have notified you that our services are concluded, we will make your materials, samples, or original court/governmental documents available for you to pick up and you will pay us for the photocopying charges in making copies of your materials for our file. Otherwise, any materials we retain may be discarded right away. Your materials do not include any attorney work product such as paper or electronic draft, note, internal memo, attorney representation, administration, and accounting materials, including attorney-client correspondence and conflicts material.

13. Effective Date.

This Agreement will take effect when you have performed the conditions stated above in Paragraph 1, but its effective date will be retroactive to the date we first performed legal services for you. The date at the beginning of this Agreement is for reference only.

If the arrangement described in this letter is acceptable to you, please confirm your agreement by signing the enclosed copy of this letter in the space provided and returning it to the Firm. We appreciate the opportunity to represent you.

Very truly yours,

/s/ Brandon Chabner

Brandon Chabner, Esq.

The Law Offices of Brandon S. Chabner, A Professional Corporation

AdShark, Inc., attn: Wayne Irving, CEO March 19, 2011

Page 6

The undersigned has read and understands the foregoing terms and agrees with them and accepts them.

“CLIENT”

AdShark, Inc.

/s/ Wayne Irving II

By: Wayne Irving II

CEO and Authorized Officer

Dated: 3/19/2011

EX-10.20

Exhibit 10.20

1

LINE OF CREDIT AGREEMENT

THIS LINE OF CREDIT AGREEMENT (this "Agreement') is made as of June 19, 2012 (the "Effective Date"), by and between Ad Shark, Inc., a California corporation (the "Lender") and Iconosys, Inc., a California corporation ("Borrower"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1.
DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the

following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

"Agreement" means this Line of Credit Agreement, as amended, supplemented or modified from time to time in accordance with its terms.

"Bankruptcy Code" means Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Laguna Niguel, California are authorized or required to close under applicable law or regulations.

"Credit Limit" has the meaning given to that term in Section 2.1.

"Default' means any of the events specified in Section 3.1, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"Default Rate" shall have the meaning given to that term in Section 2.4.

"Event of Default" means any of the events specified in Section 3.1, provided, that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"Loan Advances" shall have the meaning assigned to such term in Section 2.1. "Loan Request" shall have the meaning assigned to such term in Section 2.2.

"Note" means the promissory note described in Section 2.3, substantially the form of Exhibit A hereto.

"Obligations" means all loans, advances, debts, liabilities and obligations owed by Borrower to Lender of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Agreement and/or the Note including, all interest, fees, charges,

expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Borrower hereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

"Termination Date" means January 1, 2014; provided, however, (i) Borrower has the option to extend the Termination Date for two additional, successive 6-month extension periods (each such extension period, an "Extension Period"), (ii) to exercise his option to extend the Termination Date for the first Extension Period, Borrower must provide Lender with written notice of its election to extend the Termination Date, which notice must be sent to the Lender at least thirty days prior to the expiration of the original Termination Date, (iii) to exercise his option to extend the Termination Date for the second Extension Period, (x) Borrower must provide Lender with written notice of his election to extend the Termination Date for an additional Extension Period, which notice must be sent to Lender at least thirty days prior to the expiration of the first Extension Period, and (y) Borrower must pay the Lender an Extension Period election fee equal to one percent (1%) of all Obligations owed by Borrower to the Lender hereunder as of the date of Borrower's written notice to Lender stating his intention to extend the Termination Date for an additional Extension Period, (iv) Lender reserves the right to elect, in its sole and absolute discretion, to extend the Termination Date, and any such extension shall require a written notice by Lender to Borrower making specific reference to this Agreement and the extension of the Termination Date hereunder, and (v) then, at any time after any such extension as referenced in clauses (i)-(iv) above of this paragraph, the term "Termination Date" shall mean the then-current Termination Date, as so extended.

ARTICLE 2.

AMOUNT AND TERMS OF LOANS

Section 2.1 Loans Termination. Lender agrees, on the terms and conditions

hereinafter set forth, to make loan advances (the "Loan Advances") to Borrower from time to time, upon receipt of a Loan Request (as defined below) during the period from the date of this Agreement up to, but not including, the Termination Date, in an aggregate principal amount up to and not to exceed at any time outstanding, when added to the principal amount of any other Loan Advances outstanding hereunder, Three Hundred Thousand Dollars ($300,000) (the "Credit Limit").

Section 2.2 Notice and Manner of Borrowing. Borrower shall give Lender written notice of any request that a Loan Advance be made under this Agreement (the "Loan Request") specifying the requested date for funding of such Loan (which date shall be a Business Day) and the amount of such Loan. Each Loan Request shall be delivered to Lender at least three (3) Business Days prior to the date on which Borrower requests such Loan to be made.

Section 2.3 Note. Each Loan Advance made by Lender under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in substantially the form of Exhibit A attached hereto and incorporated herein by reference (a "Note").

Section 2.4 Interest, Borrower shall pay interest to Lender on the outstanding and unpaid principal amount of each Loan Advance made under this Agreement at a simple rate per annum equal to four percent (4%) per annum. Any principal and interest not paid when due (at maturity, by acceleration or otherwise), and any other amount payable by Borrower under this Agreement and not paid when due, shall bear interest at the simple rate of ten percent (10%) per annum ("Default Rate").

Section 2.5 Repayment and Reborrowing. If not sooner paid, the principal amount of all outstanding Loan Advances, together with all accrued but unpaid interest thereon, shall be due and payable on the Termination Date. Any amounts repaid shall be available for reborrowing hereunder, it being the express intent and understanding of the parties hereto that this indebtedness is a revolving line of credit and that the amount of outstanding principal amount hereunder may not at any time exceed the Credit Limit.

Section 2.6 Prepayment. Borrower may prepay all or any portion of any Loan Advance without penalty or premium.

Section 2.7 Payments. Borrower shall make each payment under this Agreement and under the Note not later than 11:00 a.m. (eastern time) on the date when due in lawful money of the United States of America by wire transfer of immediately available funds into an account designated by Lender. Computations of interest for the Loans shall be made by Lender on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment to be made under this Agreement or under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest.

Section 2.8 Use of Proceeds. Except as otherwise permitted in writing by Lender, the proceeds of the Loan Advances shall be used by Borrower exclusively for funding working capital for Borrower or for any other corporate purpose of Borrower as authorized by either Borrower's CEO or Borrower's Board of Directors.

ARTICLE 3.

EVENTS OF DEFAULT

Section 3.1 Events of Default. Each of the following events shall constitute an "Event

of Default":

(a) Borrower shall fail to pay the principal of, or interest on, any Loan or any
other amount due and payable hereunder or under the Note, as and when the same shall be due and payable;

(b) Borrower shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or in any other certificate, document or agreement entered into in connection herewith or therewith, within five (5) Business Days of receiving notice thereof from Lender; or

(c) Borrower shall file a voluntary petition in bankruptcy seeking
reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy

Code as amended or under any other insolvency act or law, state or federal, now or hereafter existing; or •

(d) An involuntary petition shall be filed against Borrower in bankruptcy

seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged.

Section 3.2 Rights of Lender Upon Default. Upon any Event of Default, Lender may, by notice to Borrower, declare all Obligations, including all outstanding principal and interest thereon, to be immediately and payable, whereupon the Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. The rights of Lender under this Section 3.2 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have at law or in equity.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Borrower. Borrower represents and

warrants to Lender that Borrower has full legal capacity, power and authority to execute and deliver this Agreement and the Note and to perform its obligations hereunder and thereunder. This Agreement and the Note constitute the valid and binding obligation of Borrower, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

Section 4.2 Representations and Warranties of Lender. Lender represents and warrants to Borrower that the Lender has full legal capacity, power and authority to execute and deliver this Agreement and the Note and to perform its obligations hereunder and thereunder. This Agreement and the Note constitute the valid and binding obligation of Lender, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

ARTICLE 5.

MISCELLANEOUS

Section 5.1 Amendments. No amendment, modification, termination or waiver of any provision of this Agreement or the Note nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 5.2 Notices. All notices and other communications provided for under this Agreement shall be in writing and shall be personally delivered or sent by first class United States mail, by nationally recognized overnight courier such as Federal Express or DHL, or by

facsimile transmission (with follow-up copy sent by one of the aforesaid means), to the following addresses:

if to Borrower: if to Lender: Iconosys, Inc. 27885 Forbes Rd., #103 Laguna Niguel, CA 92677 Attn: Brandon Chabner, Secretary Fax: (949) 225-5597 Ad Shark, Inc. 27885 Forbes Rd., #103 Laguna Niguel, CA 9267 Attention: Wayne Irving II, CEO Fax:(949) 225-5597,

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such notices and communications shall be deemed received (1) if personally delivered, upon delivery; (ii) if sent by first class United States mail, following deposit in the mail with first class postage prepaid, upon receipt; (iii) if sent, by courier service with next Business. Day delivery charges prepaid, upon receipt; and (iv) if sent by facsimile transmission, upon receipt as evidenced by written confirmation of such transmittal.

Section 5.3 No Waiver. No failure or delay on the part of Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The rights and remedies provided herein are cumulative and are not exclusive of any other rights, powers, privileges or remedies, now or hereafter existing, at law or in equity or otherwise.

Section 5.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights under this Agreement or the Note without the prior written consent of Lender. This Agreement is freely assignable by Lender.

Section 5.5 Costs and Expenses. Borrower agrees to pay on demand all reasonable

costs and expenses incurred by Lender in connection with the preparation, execution, delivery, filing and administration of this Agreement and the Note, and of any amendment, modification, or supplement thereof, including, without limitation, the fees and out-of-pocket expenses of counsel for Lender, incurred in connection with advising Lender as to its rights and responsibilities hereunder. Borrower also agrees to pay all such reasonable costs and expenses, including court costs, incurred in connection with enforcement of this Agreement and the Note or any amendment, modification or supplement hereto or thereto, whether by negotiation, legal proceedings or otherwise. This provision shall survive termination of this Agreement.

Section 5.6 Integration. This Agreement and the Note contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior or contemporaneous writings with respect thereto.

Section 5.7 Governing Law. This Agreement and the Note shall be governed by, and construed in accordance with, the laws of the State of California, without regard for conflict of laws principles.

Section 5.8 Severability of Provisions. Any provision of this Agreement or the Note

which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement and of the Note or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 5.9 Counterparts; Right to Counsel. This Agreement may be executed in a

number of counterparts, and all executed counterparts together will constitute one and the same agreement. Any such execution may be of a facsimile copy hereof, and any signature transmitted to another party by facsimile will be valid and binding. Each party acknowledges that it has had the right to have this Agreement reviewed by separate and independent legal counsel of its choice prior to its execution of the same.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.

Lender:

Ad Shark, Inc

/s/ Wayne Irving II

Wayne Irving II

Its: CEO

Borrower:

Iconosys, Inc.

/s/ Brandon Chabner

Brandon Chabner

Its: Secretary

Exhibit A
Form of Note
[see attached]

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'). NO SALE OR DISPOSITION OF THIS PROMISSORY NOTE MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO ICONOSYS THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

PROMISSORY NOTE

Up to $300,000 June 19, 2012

Laguna Niguel, California

For value received Iconosys, Inc., a California corporation ("Iconosys") promises to pay to Ad Shark, Inc., a California corporation, or its assigns ("Holder") the principal sum of $300,000 (the "Credit Limit"), or such lesser amount as Holder shall advance to Iconosys in accordance with Section 1 hereof, together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below.

This note (the "Note") is issued pursuant to the terms of the Line of Credit Agreement (as amended from time to time, the "Agreement") dated as of even date herewith, by and among Iconosys and the Holder. Capitalized terms used in this Note and not otherwise defined herein have the meaning given such terms in the Agreement.

1. Principal Amounts. Subject to the terms and conditions of the Agreement,
Holder agrees to advance that amount of funds to the Iconosys upon Loan Requests by the Iconosys, such that the amount of principal advanced hereunder and not then-repaid shall not exceed the Credit Limit. Schedule A hereto, as amended from time to time, shall set forth the amount and date of any such advances, and any repayments made by the Iconosys of advanced principal and accrued interest thereon. The outstanding principal amount of this Note and all accrued interest thereon (collectively, the "Outstanding Balance") shall be due and payable on or before the Termination Date and subject to the terms and conditions of the Agreement.

2. Interest Rate. Iconosys promises to pay interest as set forth in the Agreement.

3. Attorneys' Fees. Iconosys shall pay all fees, costs and expenses (including court
costs and attorneys' fees) incurred by Holder in connection with enforcing and collecting this Note, and in connection with any amendment, modification or supplement to this Note, whether by negotiation, legal proceedings or otherwise.

4. Events of Default. The Agreement provides for acceleration of the obligations
due hereunder upon Events of Default, as defined in the Agreement.

5. Certain Waivers. Iconosys hereby waives demand, notice, presentment, protest
and notice of dishonor.

6. Governing Law. This Note and all disputes arising out of or relating to this Note
shall be governed by and construed under the laws of the State of California, as applied to agreements among California residents, made and to be performed entirely within the State of California, without giving effect to conflict of laws principles that would cause the application of the laws of any other jurisdiction. Any proceeding in connection with the interpretation or enforcement of this Note shall take place in any federal or state court located in Orange County, California.

7. Amendment; Waiver, No amendment, modification, termination or waiver of
any provision of this Note nor consent to any departure by Holder therefore, shall in any event be effective unless the same shall be in writing and signed by Holder, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8. Successors and Assigns. The provisions of this Note shall inure to the benefit of
and be binding on any successor to Iconosys and shall extend to any Holder hereof. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of Iconosys' obligation to pay such interest and principal. This Note is freely assignable by any Holder hereof.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, this Note is duly executed and delivered as of the date first above written

“Iconosys”

Iconosys, Inc., a California corporation

By: /s/ Brandon Chabner

Name: Brandon Chabner

Title: Secretary

[Lender Signatures on Following Page]

DULY AGREED TO AND ACCEPTED BY:

AD SHARK, INC. A CALIFORNIA CORPORATION

By: Wayne Irving II

Wayne Irving II

Title: CEO

List of Advances	List of Repayments
Between 6-19-12 and 10-8-12 approximately $266,000.00 of cash was drawn down by the Borrower under the Agreement.
On 10-9-12 approximately $5,000.00 was drawn down by Borrower under the Agreement.

EX-10.21

Exhibit 10.21

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is effective as of the 1st day of June, 2012 (the “Effective Date”) by and between Ad Shark, Inc. a California corporation with an address at 27665 Forbes Rd #103, Laguna Niguel, CA 92677, (attn.: Wayne Irving, CEO), email: wayne.irvingii@iconosys.com, (“Ad Shark” or the “Company”), and Paul Gain, an individual with an address at PO Box 1092, Bonsall, CA 92003, email: prgain2112@gmail.com (“Consultant”).

R E C I T A L S :

WHEREAS, the Consultant has been providing services as an independent contractor, and not as an employee, to Ad Shark without compensation since January, 2012 (the “Past Services”); and

WHEREAS, Ad Shark desires to engage the services of the Consultant to perform additional consulting services for Ad Shark as described below in Section 2 as an independent contractor, and not as an employee (the “Future Services”); and

WHEREAS, Ad Shark desires to compensate the Consultant for his rendering of the Past Services, as well as for his rendering of the Future Services as of and subsequent to the Effective Date, and the Consultant desires to perform such services and to be compensated for his services previously rendered or to be rendered.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

1. Consulting Services; Scope of Relationship. The Company agrees to retain the
Consultant as an independent contractor (the “Engagement”), and Consultant hereby accepts such Engagement and in connection therewith agrees to perform the following services (the “Services”): consult with the Ad Shark Board of Directors, the officers of the Company, and the heads of the Company’s administrative staff, at reasonable times. Consultant also agrees to provide, on a best efforts basis, such services to assist Ad Shark in continued advancement of daily deal analytic and reporting services in conjunction with the Company’s business strategy. Without limiting the generality of the foregoing, the Consultant will also assist Ad Shark in developing, studying and evaluating new customer opportunities and strategic relationships thereon when advisable, and to assist in matters of corporate activities pertaining thereof.

2. Consulting Fees. In consideration of entering into this Agreement,
Consultant’s rendering of the Prior Services and Consultant’s rendering of the Future Services, the Company shall pay to Consultant a common stock grant of Five Million (5,000,000)

restricted shares, which shares shall be delivered to Consultant within five (5) days of the Effective Date.

3. Confidentiality; Noncircumvention; Equitable Relief. The parties understand and agree that this Agreement is subject to the terms and conditions of the Confidentiality Agreement, attached hereto and incorporated herein as Exhibit A (the “Confidentiality Agreement”).

4. Term and Termination. The term (“Term”) of this Agreement shall commence as of the Effective Date and shall terminate on the date that is three (3) months’ subsequent to the Effective Date, except that the Company may terminate this Agreement for any reason or for no reason prior to the end of the above-stated Term by giving ten (10) days’ written notice of termination to Consultant in accordance with the notice provisions of Section 6 below.

5. Independent Contractor. Consultant is an independent contractor. Consultant shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. Consultant is not entitled to unemployment insurance or workers compensation insurance and Consultant shall be solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and charges incident to the provision of and payment of compensation for Services, and to the operation of Consultant’s business, including but not limited to payment of worker’s compensation insurance premiums, social security taxes (FICA, FUTA, OASDI, Medicare hospitalization), and federal and state income taxes (including quarterly estimated taxes). CONSULTANT SHALL NOT HOLD HIMSELF/HERSELF/ITSELF OUT OR OTHERWISE REPRESENT HIMSELF/HERSELF/ITSELF TO ANY PERSON OR ENTITY AS ANYTHING OTHER THAN AN INDEPENDENT CONSULTANT OF THE COMPANY, REGARDLESS OF ANY TITLE OR DESIGNATION THAT CONSULTANT MAY HOLD WITH THE COMPANY.

6. General. Entire Agreement; Amendments; Capitalized Terms in Exhibits or Other Attachments. This Agreement, together with any attachments hereto, is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter, including, without limitation, any previous agreements between the parties relating to the Past Services. This Agreement may be amended only in a written document, signed by both parties, with the exception that Exhibit “A” may be amended from time to time in the sole and absolute discretion of Iconosys. Capitalized terms in any exhibits or other attachments to this Agreement shall have the meanings given to them in this Agreement, unless otherwise defined in the applicable attachment. Indemnification. Each party (the “Indemnifying Party”) agrees to fully indemnify and hold the other party and the other party’s affiliates (collectively, the “Indemnified Party”) harmless against any and all losses, damages, liabilities, judgments, settlements, penalties, costs and other expenses (including, without limitation, attorneys’ and accountants’ fees) (collectively, “Losses”), incurred or suffered by the Indemnified Party, which are based upon or related to any act or omission, directly or indirectly, by or on behalf of the Indemnifying Party, except to the extent that Losses arise or relate to the willful misconduct or gross negligence of the Indemnified Party. Governing Law and Forum; Attorney

Fees. Subject to the provisions relating to “Equitable Relief” set forth in Section 10 of the Confidentiality Agreement, any disputes under this Agreement shall be brought in the state courts and the Federal courts located in Orange County, California, and the parties hereby consent to the personal jurisdiction and venue of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. If any party initiates legal action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover against the non-prevailing party such attorneys' fees as may be awarded by a court of competent jurisdiction, together with its costs of suit incurred therein. Assignment; Binding Effect. This Agreement is freely assignable by Ad Shark. This Agreement may not be assigned by Consultant without the express written consent of Ad Shark, and any transfer, assignment, or delegation by Consultant without such prior written consent is invalid. This Agreement binds and inures to the benefit of the parties' heirs, successors and permitted assigns. No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. Any notice required or permitted by this Agreement shall be in writing in the English language and shall be given by: (i) registered or certified mail, return receipt requested, postage prepaid; (ii) confirmed facsimile or electronic mail transmission; or (iii) by pre-paid next day, overnight delivery service such as Federal Express or United Parcel Service, made to the other party at the address, facsimile number or e-mail address listed above or to such other address, facsimile number or e-mail address as either party may hereafter designate in writing. All such notices shall be effective upon receipt or upon transmittal of the applicable facsimile or email, as evidenced by written, printed or electronic evidence of receipt or acknowledgement of the same by the receiving party. Captions. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

AD SHARK, INC.

By: /s/ Wayne Irving II

Wayne Irving, II

Title: CEO

CONSULTANT

/s/ Paul Gain

Paul Gain

Social Security Number (provided via separate W-9)

Exhibit A – Confidentiality Agreement [see attached]

CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into and made effective as of June 1^st, 2012 (the “Effective Date”) by and between Ad Shark, Inc., a California corporation (the “Company”) and Paul Gain, an individual residing in California (“Consultant”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:

1. Confidential Information.

(a) Company Information. Consultant shall at all times during the term of
Consultant’s performance of consultant services for the Company as described and/or pursuant to that certain Consulting Agreement dated as of the Effective Date by and between the Company and the Consultant (the “Consulting Agreement”) and thereafter, hold in strictest confidence, and not use, except for the benefit of the Company, or disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company or an authorized officer of the Company, any Confidential Information of the Company. As used herein, “Confidential Information” means any Company proprietary information, technical data, Trade Secrets or know-how, including, but not limited to, research, product plans, products, services, investors, business partners, customer lists and customers (including, but not limited to, those customers of the Company on whom Consultant has called or with whom Consultant became acquainted during the term of Consultant’s performance of services for the Company pursuant to the Consulting Agreement), markets, technology, developments, inventions, processes, methods of operation, formulas, designs, drawings, engineering, marketing, finances or other business information disclosed to Consultant by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. For the purposes of this Agreement, “Trade Secret” shall mean any and all Confidential Information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, including but not limited to, all trademarks, domain names, copyrights and patents and applications thereof, all trade secrets, inventions, processes, procedures, research records, market surveys and know-how and other technical papers. “Confidential Information” does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Consultant or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

(b) Former Employer Information. Consultant shall not, during Consultant’s
performance of services for the Company under the Consulting Agreement, improperly use or disclose any proprietary information or Trade Secrets of any former or concurrent employer or other person or entity, and Consultant shall not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. Consultant shall hold all confidential or proprietary
information that the Company has received from any third party to which it is the Company’s obligation to maintain the confidentiality of such information and to use it only for certain limited purposes in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Consultant’s work for the Company consistent with the Company’s agreement with such third party.

(d) Obligations on Unauthorized Disclosure. Consultant agrees that if, at any time,
Consultant becomes aware of any unauthorized access to or possession or knowledge of any Information or Trade Secrets, Consultant shall immediately notify Company. In the event that Consultant has directly or indirectly disclosed, published or made available to third parties without authorization as provided in this Agreement any Confidential Information, Consultant further agrees to provide any and all reasonable assistance to Company to protect the confidentiality of such Confidential Information. Consultant also agrees to take all reasonable steps requested by Company to prevent the recurrence of such unauthorized access, use, possession, or knowledge.

2. Inventions. Consultant hereby represents, warrants and covenants with respect to Prior

Inventions or Inventions (each, as defined below), as the case may be, as follows:

(a) Assignment of Inventions. Consultant shall make, or will promptly make, full

written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Consultant’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, methods, processes, ideas, trademarks or Trade Secrets, whether or not patentable or registrable under copyright or similar laws, which Consultant: (i) may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice; or (ii) may have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice during the period of time Consultant performs services for the Company pursuant to the Consulting Agreement (collectively referred to as “Inventions”). Consultant hereby acknowledges that all original works of authorship that are made by Consultant (solely or jointly with others) within the scope of and during the period of Consultant’s performance of services for the Company pursuant to the Consulting Agreement and that are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Consultant hereby understands and agrees that the decision whether or not to commercialize or market any invention developed by Consultant solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to Consultant as a result of the Company’s efforts to commercialize or market any such invention. By executing this Agreement, Consultant represents that there are no inventions, original works of authorship, developments, improvements, and Trade Secrets which were made by Consultant prior to Consultant’s performance of services for the Company pursuant to the Consulting Agreement (collectively referred to as “Prior Inventions”), which belong to Consultant and which relate to the Company’s business, products or research and development. If in the course of Consultant’s performance of services for the Company pursuant to the Consulting Agreement, Consultant incorporates or has incorporated into a product, process or machine for the benefit of the

Company a Prior Invention owned by Consultant or in which the Consultant has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

(b) Inventions Assigned to the United States. Consultant shall assign to the United
States government all Consultant’s right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(c) Maintenance of Records. Consultant shall keep and maintain adequate and current
written records of all Inventions made solely or jointly with others during the term of Consultant’s performance of services for the Company pursuant to the Consulting Agreement. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(d) Patent and Copyright Registrations. Consultant shall assist the Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant agrees that it is Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers after the termination of this Agreement. If the Company is unable because of the Consultant’s mental or physical incapacity or for any other reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

3. Conflicting Business Activities; Non-circumvention; No Publicity. Consultant shall not,

during the term of Consultant’s performance of services for the Company pursuant to the Consulting Agreement, engage in any other consulting or other business activity directly related to the business in which the Company is now involved or become involved during the term of Consultant’s performance of services for the Company pursuant to the Consulting Agreement, nor will Consultant engage in any other activities that conflict with Consultant’s obligations to the Company. In addition, each party agrees that it will not attempt, either directly or indirectly, to in any way circumvent, avoid, bypass, or obviate the other party so as to avoid the other

party’s business and/or financial participation or remuneration from, any transaction relating to the subject matter of this Agreement or the Consulting Agreement. Unless otherwise required by law or as may be reasonably required in connection with each party’s performance under this Agreement or under the Consulting Agreement, the parties agree to not to disclose their participation in the undertakings relating to either this Agreement or the Consulting Agreement, the existence of the terms of either this Agreement or the Consulting Agreement, or the fact that the parties may have a business or contractual relationship, except as may be consented to in writing by the other party.

4. Returning Confidential Information and Company Documents. At the time of
termination of the term of Consultant’s performance of services for the Company pursuant to the Consulting Agreement, Consultant covenants that Consultant shall deliver to the Company (and will not keep in Consultant’s possession, recreate or deliver to anyone else): (i) any and all Confidential Information or copies of such Confidential Information; and (ii) any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Consultant in connection with Consultant’s performance of services for the Company pursuant to the Consulting Agreement or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 2(c).

5. Notification of Consultant’s Employer. In the event that the Consulting Agreement is
terminated and/or that Consultant has ceased to provide services to the Company pursuant to the Consulting Agreement, Consultant agrees to grant consent to notification by the Company to Consultant’s employer about Consultant’s rights and obligations under this Agreement.

6. Solicitation of Company Employees or Company Independent Contractors. Consultant
covenants that, for a period of twelve (12) months immediately following the termination of the Consulting Agreement for any reason, whether with or without cause, Consultant shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or independent contractors to leave their employment or engagements with the Company, or take away such employees or independent contractors, or attempt to solicit, induce, recruit, encourage or take away the Company’s employees or independent contractors, either for the benefit of Consultant or for any other person or entity.

7. Right to Advice of Counsel. Consultant acknowledges that Consultant has had the right to
consult with counsel and is fully aware of Consultant’s rights and obligations under this Agreement.

8. This Agreement will be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns; provided, however, that without the written consent of the Company, Consultant shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. This Agreement is freely assignable by the Company.

9. Notice Clause.

Any notice hereby required or permitted to be given shall be sufficiently given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such party stated below on the signature page of this Agreement or such other address as shall have been designated by written notice by such party to the other party. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.

10. Equitable Relief.

(a) In the event that the Consultant breaches or threatens to breach this Agreement,

Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, specific performance or other interim relief (“Equitable Relief”), as necessary, without breach of this arbitration agreement and without abridgement of the powers of the arbitrator. Consultant agrees that no bond or security shall be required in connection with Company’s obtaining such Equitable Relief, and that for purposes of obtaining Equitable Relief, Company need not prove, and the parties hereby admit, that irreparable harm or injury will have occurred as a result of any breach by Consultant of Consultant’s obligations under this Agreement. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative, no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.

11. Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of this Agreement.

12. Integration. This Agreement, together with all exhibits and other attachments to the Agreement and any other agreement between the parties that is referenced herein, including without limitation, the Consulting Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of California.

14. Counterparts; Headings. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Section or paragraph headings, as used in this Agreement, are for convenience only, are not a part hereof, and shall not be used to interpret any part of this Agreement.

6

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date.

"Company"	"Consultant"
Ad Shark, Inc.,
a California corporation
By: /s/ Wayne Irving II	/s/ Paul Gain
Wayne Irving II, CEO	Paul Gain, an individual residing in California
Mailing Address:	Mailing Address:
	PO Box 1092, Bonsall, CA
Email Address:	Email Address:
	prgain2112@gmail.com

EX-10.22

Exhibit 10.22

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is effective as of the 1st day of June, 2012 (the "Effective Date") by and between Ad Shark, Inc. a California corporation with an address at 27665 Forbes Rd #103, Laguna Niguel, CA 92677, (attn.: Wayne Irving, CEO "Ad Shark" or the "Company"), and Paul West, an individual with an address at 3175 Seabury Street, Carlsbad, CA 92010, email: pwest@monsteroffers.com ("Consultant").

RECITALS:

WHEREAS, the Consultant has been providing services as an independent contractor, and not as an employee, to Ad Shark without compensation since January, 2012 (the "Past Services"); and

WHEREAS, Ad Shark desires to engage the services of the Consultant to perform additional consulting services for Ad Shark as described below in Section 2 as an independent contractor, and not as an employee (the "Future Services"); and

WHEREAS, Ad Shark desires to compensate the Consultant for his rendering of the Past Services, as well as for his rendering of the Future Services as of and subsequent to the Effective Date, and the Consultant desires to perform such services and to be compensated for his services previously rendered or to be rendered.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

1. Consulting Services; Scope of Relationship. The Company agrees to retain the Consultant as an independent contractor (the "Engagement"), and Consultant hereby accepts such Engagement and in connection therewith agrees to perform the following services (the "Services"): consult with the Ad Shark Board of Directors, the officers of the Company, and the heads of the Company's administrative staff, at reasonable times. Consultant also agrees to provide, on a best efforts basis, such services to assist Ad Shark in continued advancement of daily deal analytic and reporting services in conjunction with the Company's business strategy. Without limiting the generality of the foregoing, the Consultant will also assist Ad Shark in developing, studying and evaluating new customer opportunities and strategic relationships thereon when advisable, and to assist in matters of corporate activities pertaining thereof.

2. Consulting Fees. In consideration of entering into this Agreement,
Consultant's rendering of the Prior Services and Consultant's rendering of the Future Services, the Company shall pay to Consultant a common stock grant of One Million Five Hundred Thousand (1,500,000) restricted shares, which shares shall be delivered to Consultant within five (5) days of the Effective Date.

3. Confidentiality; Noncircumvention; Equitable Relief The parties understand and agree that this Agreement is subject to the terms and conditions of the Confidentiality Agreement, attached hereto and incorporated herein as Exhibit A (the "Confidentiality Agreement").

4. Term and Termination. The term ("Term") of this Agreement shall commence as of the Effective Date and shall terminate on the date that is three (3) months' subsequent to the Effective Date, except that the Company may terminate this Agreement for any reason or for no reason prior to the end of the above-stated Term by giving ten (10) days' written notice of termination to Consultant in accordance with the notice provisions of Section 6 below.

5. Independent Contractor. Consultant is an independent contractor. Consultant shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. Consultant is not entitled to unemployment insurance or workers compensation insurance and Consultant shall be solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and charges incident to the provision of and payment of compensation for Services, and to the operation of Consultant's business, including but not limited to payment of worker's compensation insurance premiums, social security taxes (FICA, FUTA, OASDI, Medicare hospitalization), and federal and state income taxes (including quarterly estimated taxes). CONSULTANT SHALL NOT HOLD HIMSELF/HERSELF/ITSELF OUT OR OTHERWISE REPRESENT HIMSELF/HERSELF/ITSELF TO ANY PERSON OR ENTITY AS ANYTHING OTHER THAN AN INDEPENDENT CONSULTANT OF THE COMPANY, REGARDLESS OF ANY TITLE OR DESIGNATION THAT CONSULTANT MAY HOLD WITH THE COMPANY.

6. General. Entire Agreement; Amendments; Capitalized Terms in Exhibits or Other Attachments. This Agreement, together with any attachments hereto, is the entire agreement between the parties and supersedes all earlier and simultaneous ag eements regarding the subject matter, including, without limitation, any previous agreements between the parties relating to the Past Services. This Agreement may be amended only in a written document, signed by both parties, with the exception that Exhibit "A" may be amended from time to time in the sole and absolute discretion of Iconosys. Capitalized terms in any exhibits or other attachments to this Agreement shall have the meanings given to them in this Agreement, unless otherwise defined in the applicable attachment. Indemnification. Each party (the "Indemnifying Party") agrees to fully indemnify and hold the other party and the other party's affiliates (collectively, the "Indemnified Party") harmless against any and all losses, damages, liabilities, judgments, settlements, penalties, costs and other expenses (including, without limitation, attorneys' and accountants' fees) (collectively, "Losses"), incurred or suffered by the Indemnified Party, which are based upon or related to any act or omission, directly or indirectly, by or on behalf of the Indemnifying Party, except to the extent that Losses arise or relate to the willful misconduct or gross negligence of the Indemnified Party. Governing Law and Forum; Attorney Fees. Subject to the provisions relating to "Equitable Relief' set forth in Section 10 of the Confidentiality Agreement, any disputes under this Agreement shall be brought in the state courts and the Federal courts located in Orange County, California, and the parties hereby consent to the personal jurisdiction and venue of these courts. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. If any party initiates legal action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover against the non-prevailing party such attorneys' fees as may be awarded by a court of competent jurisdiction, together with its costs of suit incurred therein. Assignment; Binding Effect. This Agreement is freely assignable by Ad Shark. This Agreement may not be assigned by Consultant without the express written consent of Ad Shark, and any transfer, assignment, or delegation by Consultant without such prior written consent is invalid. This Agreement binds and inures to the benefit of the parties' heirs, successors and permitted assigns. No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. Any notice required or permitted by this Agreement shall be in writing in the English language and shall be given by: (i) registered or certified mail, return receipt requested, postage prepaid; (ii) confirmed facsimile or electronic mail transmission; or (iii) by pre-paid next day, overnight delivery service such as Federal Express or United Parcel Service, made to the other party at the address, facsimile number or e-mail address listed above or to such other address, facsimile number or e-mail address as either party may hereafter designate in writing. All such notices shall be effective upon receipt or upon transmittal of the applicable facsimile or email, as evidenced by written, printed or electronic evidence of receipt or acknowledgement of the same by the receiving party. Captions. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

AD SHARK, INC.

By: s/s Wayne Irving II

Wayne Irving, II

Title: CEO

CONSULTANT

/s/ Paul West

Paul West

CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into and made effective as of June 1, 2012 (the "Effective Date") by and between Ad Shark, Inc., a California corporation (the "Company") and Paul West, an individual residing in California ("Consultant").

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:

1. Confidential Information.

(a) Company Information. Consultant shall at all times during the term of
Consultant's performance of consultant services for the Company as described and/or pursuant to that certain Consulting Agreement dated as of the Effective Date by and between the Company and the Consultant (the "Consulting Agreement") and thereafter, hold in strictest confidence, and not use, except for the benefit of the Company, or disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company or an authorized officer of the Company, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary information, technical data, Trade Secrets or know-how, including, but not limited to, research, product plans, products, services, investors, business partners, customer lists and customers (including, but not limited to, those customers of the Company on whom Consultant has called or with whom Consultant became acquainted during the term of Consultant's performance of services for the Company pursuant to the Consulting Agreement), markets, technology, developments, inventions, processes, methods of operation, formulas, designs, drawings, engineering, marketing, finances or other business information disclosed to Consultant by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. For the purposes of this Agreement, "Trade Secret" shall mean any and all Confidential Information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, including but not limited to, all trademarks, domain names, copyrights and patents and applications thereof, all trade secrets, inventions, processes, procedures, research records, market surveys and know-how and other technical papers. "Confidential Information" does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Consultant or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

(b) Former Employer Information. Consultant shall not, during Consultant's
performance of services for the Company under the Consulting Agreement, improperly use or disclose any proprietary information or Trade Secrets of any former or concurrent employer or other person or entity, and Consultant shall not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. Consultant shall hold all confidential or proprietary
information that the Company has received from any third party to which it is the Company's obligation to maintain the confidentiality of such information and to use it only for certain limited purposes in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Consultant's work for the Company consistent with the Company's agreement with such third party.

(d) Obligations on Unauthorized Disclosure. Consultant agrees that if, at any time,
Consultant becomes aware of any unauthorized access to or possession or knowledge of any Information or Trade Secrets, Consultant shall immediately notify Company. In the event that Consultant has directly or indirectly disclosed, published or made available to third parties without authorization as provided in this Agreement any Confidential Information, Consultant further agrees to provide any and all reasonable assistance to Company to protect the confidentiality of such Confidential Information. Consultant also agrees to take all reasonable steps requested by Company to prevent the recurrence of such unauthorized access, use, possession, or knowledge.

2. Inventions. Consultant hereby represents, warrants and covenants with respect to Prior

Inventions or Inventions (each, as defined below), as the case may be, as follows:

(a) Assignment of Inventions. Consultant shall make, or will promptly make, full

written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Consultant's right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, methods, processes, ideas, trademarks or Trade Secrets, whether or not patentable or registrable under copyright or similar laws, which Consultant: (i) may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice; or (ii) may have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice during the period of time Consultant performs services for the Company pursuant to the Consulting Agreement (collectively referred to as "Inventions"). Consultant hereby acknowledges that all original works of authorship that are made by Consultant (solely or jointly with others) within the scope of and during the period of Consultant's performance of services for the Company pursuant to the Consulting Agreement and that are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act. Consultant hereby understands and agrees that the decision whether or not to commercialize or market any invention developed by Consultant solely or jointly with others is within the Company's sole discretion and for the Company's sole benefit, and that no royalty will be due to Consultant as a result of the Company's efforts to commercialize or market any such invention. By executing this Agreement, Consultant represents that there are no inventions, original works of authorship, developments, improvements, and Trade Secrets which were made by Consultant prior to Consultant's performance of services for the Company pursuant to the Consulting Agreement (collectively referred to as "Prior Inventions"), which belong to Consultant and which relate to the Company's business, products or research and development. If in the course of Consultant's performance of services for the Company pursuant to the Consulting Agreement, Consultant incorporates or has incorporated into a product, process or machine for the benefit of the Company a Prior Invention owned by Consultant or in which the Consultant has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

(b) Inventions Assigned to the United States. Consultant shall assign to the United
States government all Consultant's right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(c) Maintenance of Records. Consultant shall keep and maintain adequate and current written records of all Inventions made solely or jointly with others during the term of Consultant's performance of services for the Company pursuant to the Consulting Agreement. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(d) Patent and Copyright Registrations. Consultant shall assist the Company, or its
designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant agrees that it is Consultant's obligation to execute or cause to be executed, when it is in Consultant's power to do so, any such instrument or papers after the termination of this Agreement. If the Company is unable because of the Consultant's mental or physical incapacity or for any other reason to secure Consultant's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney in fact, to act for and in Consultant's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

3. Conflicting Business Activities; Non-circumvention; No Publicity. Consultant shall not,

during the term of Consultant's performance of services for the Company pursuant to the Consulting Agreement, engage in any other consulting or other business activity directly related to the business in which the Company is now involved or become involved during the term of Consultant's performance of services for the Company pursuant to the Consulting Agreement, nor will Consultant engage in any other activities that conflict with Consultant's obligations to the Company. In addition, each party agrees that it will not attempt, either directly or indirectly, to in any way circumvent, avoid, bypass, or obviate the other party so as to avoid the other party's business and/or financial participation or remuneration from, any transaction relating to the subject matter of this Agreement or the Consulting Agreement. Unless otherwise required by law or as may be reasonably required in connection with each party's performance under this Agreement or under the Consulting Agreement, the parties agree to not to disclose their participation in the undertakings relating to either this Agreement or the Consulting Agreement, the existence of the terms of either this Agreement or the Consulting Agreement, or the fact that the parties may have a business or contractual relationship, except as may be consented to in writing by the other party.

4. Returning Confidential Information and Company Documents. At the time of
termination of the term of Consultant's performance of services for the Company pursuant to the Consulting Agreement, Consultant covenants that Consultant shall deliver to the Company (and will not keep in Consultant's possession, recreate or deliver to anyone else): (i) any and all Confidential Information or copies of such Confidential Information; and (ii) any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Consultant in connection with Consultant's performance of services for the Company pursuant to the Consulting Agreement or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 2(c).

5. Notification of Consultant's Employer. In the event that the Consulting Agreement is
terminated and/or that Consultant has ceased to provide services to the Company pursuant to the Consulting Agreement, Consultant agrees to grant consent to notification by the Company to Consultant's employer about Consultant's rights and obligations under this Agreement.

6. Solicitation of Company Employees or Company Independent Contractors. Consultant
covenants that, for a period of twelve (12) months immediately following the termination of the Consulting Agreement for any reason, whether with or without cause, Consultant shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or independent contractors to leave their employment or engagements with the Company, or take away such employees or independent contractors, or attempt to solicit, induce, recruit, encourage or take away the Company's employees or independent contractors, either for the benefit of Consultant or for any other person or entity.

7. Right to Advice of Counsel. Consultant acknowledges that Consultant has had the right to consult with counsel and is fully aware of Consultant's rights and obligations under this Agreement.

8_ This Agreement will be binding upon and inure to the benefit of the parties hereto and

their respective heirs, executors, administrators, successors and assigns; provided, however, that without the written consent of the Company, Consultant shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. This Agreement is freely assignable by the Company.

9. Notice Clause. Any notice hereby required or permitted to be given shall be sufficiently
given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such party stated below on the signature page of this Agreement or such other address as shall have been designated by written notice by such party to the other party. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.

10. Equitable Relief.

(a) In the event that the Consultant breaches or threatens to breach this Agreement,

Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, specific performance or other interim relief ("Equitable Relief"), as necessary, without breach of this arbitration agreement and without abridgement of the powers of the arbitrator. Consultant agrees that no bond or security shall be required in connection with Company's obtaining such Equitable Relief, and that for purposes of obtaining Equitable Relief, Company need not prove, and the parties hereby admit, that irreparable harm or injury will have occurred as a result of any breach by Consultant of Consultant's obligations under this Agreement. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative, no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.

11. Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of
this Agreement.

12. Integration. This Agreement, together with all exhibits and other attachments to the
Agreement and any other agreement between the parties that is referenced herein, including without limitation, the Consulting Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of California.

14. Counterparts; Headings. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Section or paragraph headings, as used in this Agreement, are for convenience only, are not a part hereof, and shall not be used to interpret any part of this Agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date.

"Company"	"Consultant"
Ad Shark, Inc.,
a California corporation
By: /s/ Wayne Irving II	/s/ Paul West
Wayne Irving II, CEO	Paul West, an individual residing in California
Mailing Address:	Mailing Address:
	3175 Seabury Street, Carlsbad, CA 92008
Email Address:	Email Address:
	pwest@monsteroffers.com