-----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, FHrKS79k4jd8bT5OGRXTP7J5wut8V9xM5+DWFJT7D4wjOW8CnKpVIt4Qys+2o7lj K+e5U9j7Q2TyO+C3SaGNfQ== 0001423746-10-000007.txt : 20101103 0001423746-10-000007.hdr.sgml : 20101103 20101103135030 ACCESSION NUMBER: 0001423746-10-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101103 DATE AS OF CHANGE: 20101103 EFFECTIVENESS DATE: 20101103 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-170310 FILM NUMBER: 101160856 BUSINESS ADDRESS: STREET 1: 4056 VALLE DEL SOL CITY: BONSALL STATE: CA ZIP: 92003 BUSINESS PHONE: 760-208-4905 MAIL ADDRESS: STREET 1: 4056 VALLE DEL SOL CITY: BONSALL STATE: CA ZIP: 92003 S-8 1 monsterseight.txt As filed with the Securities and Exchange Commission on November 3, 2010 Registration No. 333- ============================================================================ U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Monster Offers -------------------------------------------------- (Exact Name of Registrant as specified in charter) Nevada 000-53266 26-1548306 ------------------------ ------------------------ ---------------------- (State of Incorporation) (SEC File Number) (IRS Employer I.D. No.) 4056 Valle Del Sol, Bonsall, CA 92003 Mail Delivery - PO Box 1092, Bonsall, CA 92003 ----------------------------------------------- (Address of principal executive offices) LEGAL/ADMINISTRATIVE OPTION PLAN -------------------------------- (Full Title of the Plan) Paul Gain 4056 Valle Del Sol, Bonsall, CA 92003 Mail Delivery - PO Box 1092, Bonsall, CA 92003 ----------------------------------------------- (Name and Address of agent for Service) (760) 208-4905 ------------------------------------------------------------- (Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Title of (1) maximum maximum securities Securities offering aggregate Amount of to be to be price per offering Registration registered registered share (2) price (2) Fee (3) - ---------- ---------- --------- --------- ------------ Common $.001 57,471 $0.87 $49,999.77 $3.56 par value shares ===============================================================================
(1) This Registration Statement relates to 57,471 shares of the Registrant's Common Stock, par value $0.001 per share, to be issued pursuant to the terms of the Legal/Administrative Option Plan with the Law Offices of Thomas C. Cook. (2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount of the registration fee, based upon the average of the bid and asked prices reported on November 1, 2010 by the Financial Industry Regulatory Authority (FINRA) OTC Bulletin Board. EXPLANATORY NOTE In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified in Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Legal/Administrative Option Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are incorporated herein by reference. Item 1. PLAN INFORMATION The information required to be provided pursuant to this Item to the individual participants of Law Offices of Thomas C. Cook, who include: Thomas C. Cook, Esq., MQ Holdings, business manager, T. J. Jesky, document preparer and Edward C. Zimmerman III, EDGAR filing agent, as set forth in the Legal/Administrative Option Plan dated September 29, 2010. See Exhibit 10.1. 2 PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act are hereby incorporated by reference, except as superseded or modified herein: (a) The Company's annual report on Form 10-KSB for the fiscal year ended December 31, 2009. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's annual report referred to in (a) above. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which de-registers all of the shares then remaining unsold, will be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of the documents. Any statement contained in a document incorporated or superseded for purposes of this registration statement, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. DESCRIPTION OF SECURITIES Not applicable, the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters in connection with this registration statement will be passed upon for Monster Offers by the Law Offices of Thomas C. Cook. Mr. Cook will become a shareholder of the registrant once the shares are issued pursuant to this S-8 registration statement. Some shares registered under this plan will be paid to Mr. Cook for legal services performed in the past and for legal services to be preformed through December 31, 2010. Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. 3 In addition, Section 78.751 of the Nevada General Corporation Laws provides as follows: 78.751 Indemnification of officers, directors, employees and agents; advance of expenses. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suitor proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders: (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot to obtained, by independent legal counsel in a written opinion; or 5. The Articles of Incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his act or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and endures to the benefit of the heirs, executors and administrators of such a person. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. Item 8. EXHIBITS. The following documents are incorporated by reference from the Company's Periodic Report filings, SEC File # 000-53266, as filed with the U. S. Securities and Exchange Commission. 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. - ------------------------------------------------------------------------------- 5.4 Opinion of Counsel and X consent regarding the legality of the securities registered under this Registration Statement - ------------------------------------------------------------------------------- 10.1 Legal/Administrative Option, X dated November 1, 2010 - ------------------------------------------------------------------------------- 23.1 Consent of Independent X Certifying Public Accountant - ------------------------------------------------------------------------------- Item 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers and sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 6 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Bonsall, California. Dated: November 1, 2010 MONSTER OFFERS a Nevada corporation /s/ Paul Gain ------------------------ Paul Gain Chairman and CEO Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Date: November 1, 2010 /s/ Paul Gain ---------------------------- Paul Gain Chairman and CEO /s/ Scott J. Gerardi ---------------------------- Scott J. Gerardi President and Director 8 EX-5.1 2 ex51opinion.txt LEGAL OPINION EXHIBIT 5.1 OPINION ON LEGALITY THE LAW OFFICES OF THOMAS C. COOK, LTD. ATTORNEY AND COUNSELOR AT LAW 500 N. RAINBOW, SUITE 300 LAS VEGAS, NEVADA 89107 TELEPHONE: (702) 221-1925 FAX: (702) 221-1963 November 1, 2010 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Monster Offers Registration Statement on Form S-8 Gentlemen: We have acted as special counsel to Monster Offers, a Nevada corporation (the "Company"), in connection with the preparation for filing with the U. S. Securities and Exchange Commission of a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 57,471 shares ("Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), for a Legal/Administrative Option Plan ("Plan") dated November 1, 2010. We have examined the Plan and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable. In connection with this opinion, we have examined the Registration Statement, the Company's Articles of Incorporation and By-laws, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed. We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of Nevada. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Opinions" in the prospectus included in the Registration Statement. This opinion is conditioned upon the compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable. Very truly yours, /s/ Thomas C. Cook - -------------------------- Thomas C. Cook, Esq. EX-10.1 3 ex101agr.txt LEGAL/ADMINISTRATIVE OPTION AGREEMENT Exhibit 10.1 LEGAL/ADMINISTRATIVE OPTION AGREEMENT WITH THE LAW OFFICES OF THOMAS C. COOK, LTD This Legal/Administrative option agreement ("Agreement") is made as of this 29th day of October, 2010, by and between The Law Offices of Thomas C. Cook, LTD, 500 N. Rainbow Blvd, Suite 300, Las Vegas, NV 89128, (referred to herein as the "Law Firm") and Monster Offers, a Nevada corporation, PO Box 1092, Bonsall, CA 92003 (referred to herein as the "Company"), collectively sometimes herein referred to as the "Parties". The Parties hereto, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows: WHEREAS, the Company (a Nevada corporation) is a fully reporting company whose securities are traded on the Over-the-Counter Bulletin Board under the ticker symbol "MONT"; and WHEREAS, the Law Firm practices primarily in securities law and assists businesses with U. S. Securities and Exchange ("SEC") reporting requirements; and WHEREAS, the Company hired The Law Offices of Thomas C. Cook, LTD as a non- exclusive corporate Law Firm; and WHEREAS, Thomas C. Cook, Esq. or his designees shall be granted an option (the "Option") to purchase 57,471 shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.001 per share based on a value of $50,000 per for the calendar year ending December 31, 2010, based on the value of the Company's stock on November 1, 2010. IT IS, THEREFORE agreed that: 1. Services. The Company hired the Law Firm to provide general corporate legal services which includes, but not be limited to: assistance in the drafting, preparation with general filings in accordance with the Rules and Regulations of the Securities and Exchange Commission, general administrative work, legal opinion letters, business consulting, SEC document preparation, coordination services and filing corporate documents on the SEC EDGAR system. The Law Firm shall agree to make itself available for the foregoing purposes and devote such business time and attention thereto as it shall determine is required. The Company agrees to provide the Law Firm with any information and documents as may be requested by the Law Firm in connection with the services to be performed for the Company. The Company shall be solely responsible for the accuracy of the information and representations contained in any documents to be prepared by the Law Firm on behalf of the Company. 2. Term. The term of this Legal/Administrative Option Agreement shall be past legal services rendered over the past few years through December 31, 2010 (the "Term") twelve (12) months. 1 3. Compensation. As compensation for entering into this Agreement and for services rendered and to be rendered over the Term, Thomas C. Cook, Esq. or his designees shall be granted an option (the "Option") to purchase shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.001 per share. The conversion of shares is based on the value of $50,000 for the legal services previously rendered and to be rendered during the calendar year ending December 31, 2010 based on the price of the stock at November 1, 2010. The Option may be exercised in whole or in part, for a period of the Term of this Agreement. The Option to purchase these shares, will be issued pursuant to the consent of the Company's Board of Directors, and shall be granted in the names listed above in proportion to a ratio designated by Thomas C. Cook, Esq. This is a cashless option, where the funds paid to exercise this Option are paid directly to the Company. The Company hereby agrees to register the shares of common stock underlying the above referenced Option on a Form S-8 Registration Statement within thirty (30) days of the reverse stock split. 4. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. The parties consent to the jurisdiction of the courts of the State of Nevada and the United States District Court of Nevada, and their respective appellate Courts and further waive objection to venue in any such court for all cases in controversy relating to disagreement or the relationship between the parties. 5. Independent Contractor Relationship. Law Firm and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority. 6. Indemnification. Company shall indemnify and hold harmless the Law Firm from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any or omission by Company. The Law Firm shall indemnify and hold harmless the Company from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any act or omission by the Law Firm. 7. Miscellaneous. 7.1 Assignment. This Agreement is not transferable or assignable. 7.2 Execution and Delivery of Agreement. Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties. 7.3 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. 2 7.4 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. 7.5 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. 7.6 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. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above mentioned. November 1, 2010 Monster Offers By: /s/ Paul Gain ------------------------------- Paul Gain Chairman and CEO AGREED AND ACCEPTED By: /s/ Thomas C. Cook --------------------------- Thomas C. Cook, Esq. 3 EX-23.1 4 ex231consent.txt CONSENT OF AUDITOR Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM U.S. Securities and Exchange Commission Washington, DC 20549 Ladies and Gentlemen: We consent to the incorporation by reference in this Form S-8 registration statement of the audited financial statements of Monster Offers for the year ended December 31, 2009 and our report dated April 13, 2010, included in its Form 10-K. We consent to all references to our firm included in or made a part of this registration statement. Sincerely, /s/ De Joya Griffith & Company, LLC De Joya Griffith & Company, LLC 11.01.2010 -----END PRIVACY-ENHANCED MESSAGE-----