-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKscGR1jz32nrnYvlZcgzPG7uCZVCRprhjRI8UPDoaFmCXBzgwrdygSmQ6fNruf7 5VvGXQMWvAPx5HN8CyH5+g== 0001423746-09-000001.txt : 20090810 0001423746-09-000001.hdr.sgml : 20090810 20090807191128 ACCESSION NUMBER: 0001423746-09-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monster Offers CENTRAL INDEX KEY: 0001423746 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261548306 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53266 FILM NUMBER: 09997116 BUSINESS ADDRESS: STREET 1: 8937 QUINTESSA COVE ST CITY: LAS VEGAS STATE: NV ZIP: 89148 BUSINESS PHONE: 702-575-4816 MAIL ADDRESS: STREET 1: 8937 QUINTESSA COVE ST CITY: LAS VEGAS STATE: NV ZIP: 89148 10-Q 1 montjunq.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 10-Q ------------------------------------ |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ ------------------ Commission file number 000-53266 MONSTER OFFERS ------------------------------------------------------ (Exact name of registrant as specified in its charter) ------------------ Nevada 26-1548306 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8937 Quintessa Cove Street, Las Vegas, NV 89148 --------------------------------------------------- (Address of principal executive offices)(Zip Code) Issuer's telephone number, including area code: (702) 575-4816 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one). Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller Reporting Company |X| (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| As of August 4, 2009, the registrant's outstanding common stock consisted of 18,960,000 shares, $0.001 par value. Authorized - 75,000,000 shares. Table of Contents Monster Offers Index to Form 10-Q For the Quarterly Period Ended June 30, 2009
Part I. Financial Information Page Item 1. Financial Statements Balance Sheets as of June 30, 2009 and December 31, 2008 3 Statements of Income for the three months and six months ended June 30, 2009 and 2008 4 Statements of Cash Flows for the six months ended June 30, 2009 and 2008 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 16 Part II Other Information Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3 -- Defaults Upon Senior Securities 19 Item 4 -- Submission of Matters to a Vote of Security Holders 19 Item 5 -- Other Information 19 Item 6. Exhibits 20 Signatures 21
2 Part I. Financial Information Item 1. Financial Statements Monster Offers (Formerly Tropical PC Acquisition Corporation) (A Development Stage Company) Balance Sheets
June 30, 2009 December 31, (Unaudited) 2008 ------------- ------------- ASSETS Current assets: Cash and equivalents $ 3,197 $ 6,469 ------------- ------------- Total current assets 3,197 6,469 ------------- ------------- TOTAL ASSETS $ 3,197 $ 6,469 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts Payable - 8,635 ------------- ------------- Total current liabilities - 8,635 Stockholders' equity: Common stock, $0.001 par value, 75,000,000 shares authorized, 18,960,000, 18,960,000 issued and outstanding as of 6/30/09 and 12/31/08, respectively 18,960 18,960 Additional paid-in capital 27,025 27,025 (Deficit) accumulated during development stage (42,788) (48,151) ------------- ------------- Total stockholders' equity 3,197 (2,166) ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,197 $ 6,469 ============= =============
The accompanying notes are an integral part of these financial statements. 3 Monster Offers (Formerly Tropical PC Acquisition Corporation) (A Development Stage Company) Statements of Operations (Unaudited)
February 23, For the three months For the six months 2007 ending ending (inception) ---------------------- ---------------------- to June 30, June 30, June 30, June 30, June 30, 2009 2008 2009 2008 2009 ---------- ---------- ---------- ---------- ---------- Revenue $ 98,750 $ 20,624 $ 249,350 $ 20,624 $ 298,863 ---------- ---------- ---------- ---------- ---------- Expenses: Organizational Costs - - - - 985 Expenses of spinoff - - - - 5,610 General & administrative 430 336 565 971 3,410 Advertising - - - - 20,908 Computer and internet expenses 2,023 25,768 4,583 28,362 24,486 Professional fees 113,829 12,000 244,449 21,000 291,862 ---------- ---------- ---------- ---------- ---------- Total expenses 116,282 38,104 249,597 50,333 347,261 ---------- ---------- ---------- ---------- ---------- Other income: Debt forgiveness 5,610 - 5,610 - 5,610 ---------- ---------- ---------- ---------- ---------- Total other income 5,610 - 5,610 - 5,610 ---------- ---------- ---------- ---------- ---------- Net income (loss) before provision for income taxes (11,922) (17,480) 5,363 (29,709) (42,788) Income tax expense - - - - - ---------- ---------- ---------- ---------- ---------- Net income (loss) $ (11,922) $ (17,480) $ 5,363 $ (29,709) $ (42,788) ========== ========== ========== ========== ========== Net earnings (loss) per share $ (0.00) $ (0.00) $ 0.00 $ (0.00) ========== ========== ========== ========== Weighted average number of common shares outstanding- basic and diluted 18,960,000 18,960,000 18,960,000 18,960,000 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. 4 Monster Offers (Formerly Tropical PC Acquisition Corporation) (A Development Stage Company) Statements of Cash Flows (Unaudited)
February 23, For the six months 2007 ending (inception) ---------------------- to June 30, June 30, June 30, 2009 2008 2009 ---------- ---------- ---------- OPERATING ACTIVITIES: Net (loss) $ 5,363 $ (29,709) $ (42,788) Adjustments to reconcile net loss to net cash used by operating activities: Increase (decrease) in accounts payable (8,635) 1,500 - ---------- ---------- ---------- Net cash (used) by operating activities (3,272) (28,209) (42,788) FINANCING ACTIVITIES: Issuance of common stock - - 45,000 Contributed capital - - 985 ---------- ---------- ---------- Net cash provided by financing activities - - 45,985 NET INCREASE (DECREASE) IN CASH (3,272) (28,209) 3,197 CASH - BEGINNING 6,469 45,000 - ---------- ---------- ---------- CASH - ENDING $ 3,197 $ 16,791 $ 3,197 ========== ========== ========== SUPPLEMENTAL DISCLOSURES: Interest paid $ - $ - $ - ========== ========== ========== Income taxes paid $ - $ - $ - ========== ========== ========== Non-cash transactions $ - $ - $ - ========== ========== ==========
The accompanying notes are an integral part of these financial statements 5 Monster Offers (Formerly Tropical PC Acquisition Corporation) (A Development Stage Company) Notes Note 1 - Basis of Presentation The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2008 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Note 2 - Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2009, the Company has recognized revenues of $298,863 and has accumulated operating losses of approximately $(42,788) since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. 6 Monster Offers (Formerly Tropical PC Acquisition Corporation) (A Development Stage Company) Notes Note 3 - Related party transactions The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information The Company may from time to time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Critical Accounting Policies - ---------------------------- There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual report for the fiscal year ended December 31, 2008. 8 Results of Operations - --------------------- Overview of Current Operations - ------------------------------ Monster Offers ("the Company") was incorporated in the State of Nevada on February 23, 2007, under the name Monster Offers Acquisition Company. On December 11, 2007, the Company amended its Articles of Incorporation changing its name to Monster Offers. The Company was originally incorporated as a wholly owned subsidiary of Company Monster Offers, Inc., a Nevada corporation. Monster Offers was incorporated September 22, 2004, and, at the time of spin off was not listed on any exchange. The Company specializes in utilizing technology based Internet media and marketing to generate leads for businesses. The Company's services include the development of advertising campaigns used to market products and/or services online. The Company also designs and hosts customized web pages. The Company's website development is managed by its proprietary Lead Code software platform. This technology platform allows the Company to acquire marketing online leads in real-time. This platform generates detailed reporting on website activity which allows management to analyze the effectiveness of different marketing campaigns, advertisements and specific promotions. This software tool helps management determine which campaigns will perform at an acceptable level and which campaigns might achieve an acceptable profit margin for Monster Offers. Marketing Strategy - ------------------ Monster Offers owns and operates a variety of Internet websites. The Company generates traffic to its websites both internally and from third party Internet advertising. The Company's Web properties and marketing activities are designed to generate real-time response based marketing results. The Company's Web websites generate a variety of transactional results ranging from: (a) Web traffic; (b) inbound telemarketing calls; (c) outbound telemarketing leads; (d) marketable profiled data lists of consumers; (e) targeted response leads; and (f) completed applications for products and services. Management utilizes a number of online marketing channels to build its databases. 9 Email Marketing - --------------- The Company's websites are promoted through opt-in email marketing. In other words, the emails ask people who search the internet to sign-up to receive marketing messages. The Company currently markets to multiple consumer and business databases. Search Engine Marketing - ----------------------- The Company utilizes search engine marketing to direct consumers to its websites. Funds generated from the program will be placed in an open account with each provider and are spent on a Cost-Per-Click auction basis. Google, Yahoo, and Terra Lycos are the primary 3 search engine providers used. Affiliate Marketing - ------------------- The Company has just completed an affiliate destination where online publishers can promote Monster Offers exclusive offers and promotions. The new system allows publishers to choose, and manage a particular campaign. Publishers are also provided with real-time commission tracking. Sales Strategy - -------------- The Company plans to sell its products and services to a network of participating lead buyers and advertisers in various categories. Some of these categories include the wireless industry, insurance industry, travel industry, auto industry and mortgage industry. Management also plans deliver internet marketing leads to business buyers in a lead auction format. This format allows clients to bid on qualified leads as they are created. Monster Offers plans to deliver to the winning bidder leads generated in real time. Management believes this is the best way to derive the highest revenue per lead in the marketplace. Software Development - -------------------- Our sole officer is responsible for all Monster Offers' software development, management, and upgrades. He creates all new client accounts and implements lead delivery options based on customer needs. He is currently upgrading the Lead Code platform to facilitate additional feature sets and scalability. 10 Competition - ----------- The internet on-line marketing information industry is highly competitive. Management believes that the ability to provide proprietary consumer and business databases that provides real time data is a competitive advantage. A number of competitors are active in specific aspects of our business. In the area of business sales lead products, Monster Offer faces competition primarily from Dun & Bradstreet, Acxiom, Experian, infoUSA , Equifax and Harte-Hanks Data Technologies. These major competitors offer online leads directly to the end customer and sell their online leads through reseller networks. The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors. Management will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. Results of Operations for the quarter ended June 30, 2009 - --------------------------------------------------------- During the six months ended June 30, 2009, the Company had a net income of $5,363 versus a net loss of $(29,709). For the three months ended June 30, 2009, the Company had a net loss of $(11,922) versus a net loss of $(17,480) for the same period last year. For the six months ending June 30, 2009, the Company experienced professional expenses of $244,449 as compared to professional fees for the same period of $21,000. Professional fees consists of paying outside suppliers for their services. Since the Company's inception, on February 23, 2007, the Company experienced a net loss $(42,788). Revenues - -------- During the six month period ended June 30, 2009, the Company generated $249,350 in revenues as compared to $20,624 for the same period last year, when the Company was just beginning to develop its business plan. During the three month period ended June 30, 2009, the Company generated $98,750 in revenues as compared to $20,624 for the same period last year. Since inception on February 23, 2007, the Company has generated $298,863 in revenues. 11 Plan of Operation - ----------------- Management does not believe that the Company will be able to generate any significant profit during the coming year. Management believes that general and administrative costs and well as building its infrastructure will most likely curtail any significant profits. Management believes the Company can sustain itself for the next twelve months. Management has agreed to keep the Company funded at its own expense, without seeking reimbursement for expenses paid. The Company's need for capital may change dramatically if it can generate additional revenues from its operations. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms. Going Concern - ------------- Going Concern - The Company experienced operating losses, of $(42,788) since its inception on February 23, 2007 through the period ended June 30, 2009. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2) Summary of any product research and development that we will perform for the term of our plan of operation. - ---------------------------------------------------------------------------- We do not anticipate performing any additional significant product research and development under our current plan of operation. 12 Expected purchase or sale of plant and significant equipment - ------------------------------------------------------------ We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time. Significant changes in the number of employees - ---------------------------------------------- As of June 30, 2009, we did not have any employees. We are dependent upon our sole officer and director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time. Liquidity and Capital Resources - ------------------------------- The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all. As a result of our the Company's current limited available cash, no officer or director received compensation through the six months ended June 30, 2009. No officer or director received stock options or other non-cash compensation since the Company's inception through June 30, 2009. The Company has no employment agreements in place with its officers. Nor does the Company owe its officers any accrued compensation, as the Officers agreed to work for company at no cost, until the company can become profitable on a consistent Quarter-to-Quarter basis. 13 Off-Balance Sheet Arrangements - ------------------------------ We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates - ------------------------------------------ Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. New Accounting Standards - ------------------------ In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation. In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special- purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company's results of operations, financial condition or cash flows. In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1 requires additional fair value disclosures about employers' pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value 14 of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation. In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company's results of operations, financial condition or cash flows. In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable Interest Entities ? an interpretation of ARB No. 51," as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company's financial statements. The changes would be effective March 1, 2010, on a prospective basis. In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. 15 Item 4T. Controls and Procedures Evaluation of disclosure controls and procedures - ------------------------------------------------ Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive officer/principal financial officer, who is also the sole member of our Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the reparation of the financial statements in accordance with U. S. generally accepted accounting principles. As of the end of the period covered by this report, we initially carried out an evaluation, under the supervision and with the participation of our chief executive officer (who is also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer initially concluded that our disclosure controls and procedures were not effective. Management's Report On Internal Control Over Financial Reporting - ---------------------------------------------------------------- Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; 16 - - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of June 30, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of June 30, 2009. 17 Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report. Management's Remediation Initiatives - ------------------------------------ In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009. Changes in internal controls over financial reporting - ----------------------------------------------------- There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 18 PART II. OTHER INFORMATION Item 1 -- Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us. Item 1A - Risk Factors See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the discussion in Item 1, above, under "Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 19 Item 6 -- Exhibits Filed Period Filing Exhibit Exhibit Description herewith Form ending Exhibit date - ------------------------------------------------------------------------------- 3.1 Articles of Incorporation, SB-2 3.1 01/15/2008 as currently in effect - ------------------------------------------------------------------------------- 3.2 Bylaws SB-2 3.2 01/15/2008 as currently in effect - ------------------------------------------------------------------------------- 3.3 Amended Articles of SB-2 3.3 01/15/2008 Incorporation as currently in effect. - ------------------------------------------------------------------------------- 31.1 Certification of President X and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- 32.1 Certification of President X and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- 20 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 By: /s/ Nate Kaup ------------------------------ Name: Nate Kaup Title: President/CFO/Director Dated: August 4, 2009 -------------- 21 EX-31.1 2 ex311sec302.txt SECTION 302 CERTIFICATION Exhibit 31.1 -- President Certification (Section 302) CERTIFICATION OF CHIEF EXECUTIVE OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Nate Kaup, certify that: 1. I have reviewed this report on Form 10-Q of Monster Offers; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: August 4, 2009 By: /s/ Nate Kaup -------------- ------------------------------- Nate Kaup President/CFO/Director EX-32.1 3 ex321sec906.txt SECTION 906 CERTIFICATION Exhibit 32.1 - President Certification (Section 906) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I am the Chief Executive Officer and Chief Financial Officer of Monster Offers, a Nevada corporation (the "Company"). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended June 30, 2009 and filed with the U. S. Securities and Exchange Commission ("Form 10-Q"). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Nate Kaup - ------------------ Nate Kaup President/CFO Date August 4, 2009 -------------- -----END PRIVACY-ENHANCED MESSAGE-----