-----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, Hq7gxOA7SFYsVwD21PjfyCTde08ieC6ZCn4BvyYDwYD0HncF360v434mJU0diIH7 AuzIYH7IqxiPn6Gjffwixw== 0001423746-10-000009.txt : 20101119 0001423746-10-000009.hdr.sgml : 20101119 20101119165422 ACCESSION NUMBER: 0001423746-10-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20101116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53266 FILM NUMBER: 101206185 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 8-K 1 monster8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2010 ----------------- Monster Offers ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Nevada ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-53266 26-1548306 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 4056 Valle Del Sol, Bonsall, CA 92003 Mail Delivery - PO Box 1092, Bonsall, CA 92003 -------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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)) 1 ITEM 1.01 Entry Into A Material Definitive Agreement ITEM 3.02 Unregistered Sales of Equity Securities On November 18, 2010, Monster Offers (the "Company') issued 125,000 unregistered restricted shares to Emerging Growth Research, LLC in accordance with the terms of the Investor and Public Relations Agreement, dated November 10, 2010, entered into between us and Emerging Growth Research, LLC. We believe that the issuance is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. Emerging Growth Research, LLC was provided access to all material information, which they requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. Emerging Growth Research, LLC acquired these securities for investment and not with a view toward distribution. The shares of common stock issued will contain a legend restricting transferability absent registration or applicable exemption. A copy of the Investor and Public Relations Agreement between us and Emerging Growth Research, LLC is attached hereto as Exhibit 99.1. ITEM 8.01 Other Events On November 18, 2010, the Company's Board of Directors approved a one-half- for-one (0.5:1) common stock dividend (the "dividend"), of the Company's issued and outstanding common stock, par value $0.001, with a record date of December 1, 2010 and a payment date of December 2, 2010. Each shareholder will receive a divided of one (1) common share for every two (2) shares owned on the record date. The Company has 40,192,471 common shares issued and outstanding prior to the dividend; and, as a result of the common stock dividend, the Company will have 60,288,706 common shares issued and outstanding following the dividend. Item 7.01 Regulation FD Disclosure On November 16, 2010, Monster Offers issued a press release to announce the launch a Webinar series designed to help newspapers compete in the Deal- of-the-Day space. See Exhibit 99.1 On November 17, 2010 Monster Offers issued a press release to announce it Monster Offers Acquires DrHealthShare, the Original Social Media Health Community. See Exhibit 99.2 On November 18, 2010 Monster Offers issued a press release to announce it It is exchanging Its "Lead Generation Business" With Officer For 8,000,000 Shares Of Officer's Stock. See Exhibit 99.3. On November 18, 2010 Monster Offers issued a press release to announce a stock dividend. See Exhibit 99.4. On November 19, 2010 Monster Offers issued a press release to announce after receiving 8,000,000 shares in exchange for its Lead Generation Segment, it will have 12,000,000 shares of stock adjusting for the forthcoming dividend to begin making strategic acquisitions. A copy of the press releases are furnished as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description of Exhibit - ----------------------------------------------------------------------------- 10.9 Investor and Public Relations Agreement between Monster Offers and Emerging Growth Research, LLC, dated November 10, 2010. 99.1 Press release issued on November 16, 2010 by Monster Offers* 99.2 Press release issued on November 17, 2010 by Monster Offers* 99.3 Press release issued on November 18, 2010 by Monster Offers* 99.4 Press release issued on November 18, 2010 by Monster Offers* 99.5 Press release issued on November 19, 2010 by Monster Offers* * This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. SIGNATURE 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/ Paul Gain ------------------------------------ Name: Paul Gain Title: Chairman and CEO Dated: November 19, 2010 2 EX-10.9 2 ex109svccont.txt CONTRACT FOR SERVICES Exhibit 10.9 CONTRACT FOR SERVICE This AGREEMENT is made and entered into as of November 10, 2010 by and between Monster Offers ("Monster Offers" or the "Company"), having its principle office at PO Box 1092, Bonsall, CA 92003 and Mr. Joseph Noel, (hereinafter called "Consultant"), an individual having his principal place of business at 1155C Arnold Drive, Suite 168, Martinez, Ca 94553. Preliminary Statement 1. Monster Offers proposes to use the service of Consultant and/or his firm, Emerging Growth Research, LLC for such activities as mutually agreed to between the parties. 2. Consultant, by reason of knowledge, education, and/or experience, is capable of rendering and does desire to render the services as described in paragraph 1 below; Terms and Conditions 1. Services to be Rendered Consultant shall render to Monster Offers professional investor and public relations services and advice of such nature, for such purposes, and at such times as are mutually agreed upon by the parties. The Statement of Work for Consultant's services is listed in the below paragraphs and is made a part of this Agreement. Consultant shall not modify any provisions of this Agreement without prior written consent of the Company. Consultant shall render all services as an independent contractor and shall not be considered an employee of the Company for any purpose. Any and all insurance that Consultant may desire shall be obtained and provided by Consultant without cost or other obligation to the Company. 2. Term The consulting services provided under this Agreement shall be performed, when required by Monster Offers, during the period from November 10, 2010 to on or about May 10, 2011. This may be extended for additional 180-day periods, if agreed upon by both parties in writing thirty (30) days prior to the expiration of the initial term. The Company has the option to cancel this contract at its discretion if management believes consultant is not meeting the requirements outlined. If management exercises this option, additional payment of shares will be forfeited by consultant. 3. Program Costs Costs pertaining to the above outlined items are outlined above. 4. Compensation The standard, required cash based component for implementation of the program shall be forgone by Consultant in return for stock based compensation only. The stock component for implementation of the Monster Offers program is 125,000 restricted shares, due upon the signing of this Agreement. These restricted shares are due and payable at the signing of this contract. Furthermore, full ownership and title of these restricted shares is granted and applicable at the date of the signing of this contract Agreement, regardless of when actual issuance of these shares takes place and regardless of the date listed on the certificate of these shares at issuance. 5. Notices All notices required or permitted pursuant to this Agreement shall be deemed given if and when personally delivered in writing to the party or its designated agent or representative, or if and when mailed by United States Mail, registered or certified mail, return receipt request, postage prepaid, and properly addressed. All notices shall be addressed: To: Monster Offers at PO Box 1092, Bonsall, CA 92003 Attention: Mr. Paul Gain To Consultant: 1155C Arnold Drive Suite 168, Martinez, Ca 94553 Attention: Joseph Noel Each party may specify a different address for receipt of such notices by giving the other party at least fifteen (15) days written notice thereof. 6. Indemnification Consultant shall defend, indemnify and hold harmless Monster Offers, its officers, employees, and agents, from any and all damage, losses, obligations, liabilities, claims deficiencies, costs, and expenses of every nature and kind incurred by the Company that are in whole or in part cause by or alleged to be caused by acts or omissions of Consultant, its officers, employees, agents, subcontractors, and lower-tier subcontractors arising out of or relation to Consultant's work under this Agreement. 7. Laws and Regulations Consultant shall comply with all applicable federal, state, and local laws and regulations and all applicable orders and regulations of the executive and other departments, agencies, and instrumentalities of the United States. Consultant shall further comply with Monster Offers policies that may be in effect during the term of the Agreement and which are incorporated by reference as though fully set forth herein. Consultant shall indemnify the Company in accordance with paragraph 6 for any and all damages, losses, obligations, liabilities, claims, deficiencies, costs, and expenses that may result from Consultant's breach of this paragraph. 8. Applicable Taxes All taxes applicable to any amounts paid by the Company to the Consultant under this Agreement will be the Consultant's liability and the Company shall not withhold nor pay any amounts for federal, state, or municipal income tax, social security, unemployment or worker's compensation. 9. Confidential and Proprietary Information Consultant may not use non-public, confidential, proprietary, or trade secret information obtained from or furnished by Monster Offers for any purpose other than providing services required under this Agreement. Consultant will not duplicate, disclose, or divulge such information without the express prior written consent of the Company. Information need not be marked to be considered non-public, confidential, proprietary, or trade secret information. Consultant agrees to take reasonable steps to prevent the unauthorized disclosure of such information, including but not limited to initiating and pursuing court proceedings seeking to prevent unauthorized disclosure by Consultant's officers, employees, agents, subcontractors, or lower-tier subcontractors. Consultant shall return to the Company all documents comprising, reflecting, or relating to such non-pubic, confidential, proprietary, or trade secret information, including any such documents developed or prepared by Consultant, promptly upon completion of services required under the Purchase Order or termination of this Agreement, whichever is earlier. 10. Data and Copyrights All data developed, prepared, or originated by Consultant in the performance of services under this Agreement and all data delivered to Monster Offers in connection with the performance of services under this Agreement shall be the exclusive property of the Company. Monster Offers shall own all copyrights for such data and have the unlimited right to use, reproduce, disclose, publish, translate, or deliver such data in any manner whatsoever and to authorize others to do so without any additional compensation due from the Company. Consultant shall not include among data delivered to the Company any data that is or will be copyrighted unless Consultant provides Monster Offers with the written permission of the copyright holder for the Company to use such data in the manners provided in this Agreement without any additional compensation due from which it may be recorded. Data includes but is not limited to technical data, computer software, writings, designs, specifications, sound recording, video recordings, pictorial reproductions, drawings or other graphic representations, and works of any similar nature. Consultant hereby grants the Company full and exclusive right, title, and interest throughout the world in all inventions, improvement, or discoveries conceived or made in the performance of services under this Agreement. Consultant shall promptly furnish and provide the Company with complete information in this regard and shall execute all documents, including assignments in the form specified by Monster Offers. 11. Conflict of Interest Consultant represents that it has not been engaged or employed by another company to perform services in connection with or relation to the same requirements that are the subject matter of the prime contract. If Consultant has had access to any non-public, confidential, proprietary, or trade secret information obtained from or furnished by Monster Offers with respect to the subject matter of the prime contract, Consultant shall not accept employment with or by any competitor of Monster Offers with respect to the subject matter of the prime contract without obtaining written authorization of the Company in advance. 12. Disagreements Except for disagreements or disputes relating to paragraphs 9, 11 and 13 of this Agreement, the Parties shall attempt to resolve all disagreements or disputes relating to the subject matter of this Agreement informally. If Consultant disagrees with a determination made by Monster Offers with respect to a dispute subject to this paragraph, Consultant shall reduce its disagreement to writing and forward the writing to the Company within fifteen (15) days of Monster Offers' determination. In the absence of such notice by Consultant, the Company's determination shall be final and conclusive. If Consultant submits such a notice, the Company will have fifteen (15) days to affirm or reconsider its original determination. No court or other action may be initiated relating to a dispute subject to this paragraph unless and until this informal dispute resolution process has been completed. Pending a final resolution of any dispute relating to the subject matter of this Agreement, Consultant shall diligently proceed with the performance of this Agreement until the Company directs Consultant not to perform. 13. Specific Performance Consultant acknowledges that a violation of the requirement of paragraphs 9 or 11 of this Agreement would cause irreparable harm and damage to Monster Offers, and that the monetary amount of such damages would be impossible to ascertain. Accordingly, Consultant agrees that the Company is entitled to specific enforcement of such requirements and Monster Offers is entitled to obtain an injunction from any court of competent jurisdiction enjoining and restraining violations of paragraphs 9 or 11. These remedies are in addition to and cumulative with other remedies and damages available to the Company. Items subject to this paragraph are not subject to the informal resolution requirements in paragraph 12 of this Agreement. 14. Headings The heading included herein are inserted only for convenience and reference and in no way define, limit, or describe the scope of this Agreement of the intent of any of its provisions. 15. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A. 16. Entire Agreement This Agreement supersedes all written or oral agreements, if any, and represents the entire Agreement between the parties. This Agreement may be modified only by the express written consent of both the Company and Consultant. 17. Severability If any provision of this Agreement shall be determined to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 18. Survival The provisions of paragraphs 6, 9, 10, 11, and 12 shall survive completion or termination of this Agreement. 19. Execution of Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Monster Offers Signature: /s/ Paul Gain ---------------- By: Paul Gain Title: Chairman and CEO Date: CONSULTANT Signature: ----------- By: Joseph Noel Date: EX-99.1 3 ex991pr.txt PRESS RELEASE Exhibit 99.1 Monster Offers Publishes Deal of the Day Research for Union-Tribune & Leading Newspapers Press Release Source: Monster Offers On Tuesday November 16, 2010, 10:00 am EST SAN DIEGO--(BUSINESS WIRE)-- Monster Offers (OTC-BB:MONT.ob - News) today launched a Webinar series designed to help newspapers compete in the Deal-of- the-Day space. Quantitative and qualitative research findings and conclusions were made after studying 70+ programs operating in markets throughout the country. Representatives from many of the largest newspaper organizations attended the first Webinar to learn more about the growth opportunity presented by the business model developed by Groupon some 18 months ago. "It's really no coincidence that our Daily Deal program is the most successful in the country," said Mike Hodges, VP Interactive for the San Diego Union-Tribune, "and that we've been involved with Monster Offers from the very beginning." SignOn San Diego introduced the first program offered by a newspaper in April, 2010. "They help us work smarter and harder and as a result, we're seeing incremental business results in this highly competitive space." Newspapers have experienced declining advertising revenue and subscription sales in recent years, especially among younger audiences. Paul West of Monster Offers predicts that newspapers can find ways to significantly increase revenue from such programs, when managed properly within the new rules of social media. He challenges newspapers to "develop and promote meaningful deals" with local merchants that will bring new relevance to young people in the marketplace, many of whom do not subscribe to the local paper. "Some newspapers may be off to a slow start, but the glass sure looks half- full to us, not half-empty." Groupon and LivingSocial, the two leading national providers, have achieved phenomenal success in markets of all sizes across the country. But West poses the question "At the end of the day, could anyone really know Omaha better than the Omaha World Herald?" The proprietary research and Webinar series is scheduled to continue as Monster Offers develops additional business solutions, products and services to help support newspaper programs. For more information, please visit www.monsteroffers.com. To follow Monster Offers on Twitter, please go to: www.twitter.com/MonsterOffers About Monster Offers Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. The Monster Offers company website is http://www.monsteroffers.com. Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks associated with the management appointment described in this press release, and other risks identified in the filings by Monster Offers (MONT), with the Securities and Exchange Commission. Further information on risks faced by MONT are detailed in the Form 10-K for the year ended December 31, 2009, and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. Monster Offers does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Monster Offers Paul Gain - CEO (760) 208-4905 EX-99.2 4 ex992pr.txt PRESS RELEASE Exhibit 99.2 Monster Offers Acquires DrHealthShare, the Original Social Media Health Community Press Release Source: Monster Offers On Wednesday November 17, 2010, 9:00 am EST SAN DIEGO--(BUSINESS WIRE)-- Monster Offers (OTCBB:MONT.ob - News) today announced the acquisition of DrHealthShare.com, a Web 3.0 social commerce solution for health and wellness that empowers like-minded collaborators to harness the collective knowledge and experience of the social crowd to improve the depth, breadth, and value of health information. Founded in early 2008, DrHealthShare brings together people from around the world to ask their health questions and to share experiences, and inspirational stories. DrHealthShare provides a well-organized environment for professional and non-professional users and contributors to quickly launch new health-related topics, post answers, member stories, and more. The DrHealthShare solution was designed from the ground up to provide health professionals and users valuable information and the ability to connect with others who share similar health-related interests. "In an age where health-related content is influenced by pharmaceutical and insurance companies, DrHealthShare's patient-centric business model extends the communication to anyone who wants to share and participate as well," said Monster Offers CEO, Paul Gain. Monster Offers plans to integrate the DrHealthShare community into its suite of business solutions. "We see a core value in how DrHealthShare organizes information, and provides relevant search results to health advice-seekers. As a business solution provider, we will offer social media strategy, guidance, and implementation services to health-oriented partner companies and advertisers within the healthcare industry," said Gain. After months of extensive self-funded research and development, DrHealthShare launched its "Care You Share" Beta site in late 2008, a full year ahead of industry leaders including WebMD Health Exchange. "Some would argue that the DrHealthShare business model was about two years ahead of its time," said Gain. "The recent growth of health information websites appears to validate the original DrHealthShare social media concept." For more information, please visit www.monsteroffers.com and www.DrHealthShare.com. To follow Monster Offers on Twitter, please go to: www.twitter.com/MonsterOffers. About Monster Offers: Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. The Monster Offers company website is http://www.monsteroffers.com. Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks associated with the management appointment described in this press release, and other risks identified in the filings by Monster Offers (MONT), with the Securities and Exchange Commission. Further information on risks faced by MONT are detailed in the Form 10-K for the year ended December 31, 2009, and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. Monster Offers does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Monster Offers Paul Gain, CEO 760-208-4905 EX-99.3 5 ex993pr.txt PRESS RELEASE Exhibit 99.3 Monster Offers Exchanges Its "Lead Generation Business" With Officer For 8,000,000 Shares Of Officer's Stock Press Release Source: Monster Offers On Thursday November 18, 2010, 10:44 am EST SAN DIEGO--(BUSINESS WIRE)-- Monster Offers (OTCBB: MONT.OB - News) exchanges its "Lead Generation Business Segment" to Scott J. Gerardi, the Company's Director and President, for 8,000,000 of his 10,000,000 restricted shares of his common stock in Company. This exchange was approved by the Company's Board of Directors and majority shareholders, who were disinterested parties to this transaction. They based their decision on what was reasonably fair to the corporation. Since this is considered an interested party transaction, under the Business Judgment Rule, Mr. Gerardi abstained from voting as a board member and shareholder on this matter. Mr. Gerardi has decided to resign his position as director immediately. He will remain as an officer of the Company, until the end of the year or until such time as the Company names his replacement. Mr. Gerardi indicated that he has no disagreements with the Company, but wants to pursue the development of this business segment. The Lead Generation Business Segment provided Monster Offers with its past revenues. This business segment is no longer a focus area of the Company. Monster Offers is building out its social commerce business model by offering its "Deal of the Day" Multi-Match Search Engine as illustrated on the Company's website at: www.monsteroffers.com. Management believes this and other social media business solutions currently under development will offer the Company its best growth potential. "We believe the exchange of the Lead Generation Business is in the best interest of the company," stated Paul Gain, Chairman and CEO of Monster Offers. Mr. Gain went on to say, "We believe our shareholders will strongly benefit from this exchange as the Company now has 8,000,000 restricted shares of common shares. We value these restricted shares at eight million ($8,000,000) dollars based on today's market price. With these 8,000,000 shares of common stock we can proceed with strategic acquisitions. I also want to make it clear to our shareholders that they are not diluted by this transaction. We still have the same number of outstanding shares today as we did before we made this exchange. Since the launch of our Monster Offers business website, (www.monsteroffers.com) we have been contacted by many up and coming social commerce websites. We are currently working on a stock acquisition strategy and will release this strategy as soon as possible." Mr. Gain, added, "Our social commerce business is being designed to compete with major competitors, such as Groupon. Earlier this week, the news reported that Yahoo speculated it might be willing to pay as much as $3 billion to buy Groupon, the popular social commerce business. (http://www.msnbc.msn.com/id/40220195/). We are determined to use the best of our abilities to build a social commerce website that will surpass our competitors." About Monster Offers: Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks associated with the management appointment described in this press release, and other risks identified in the filings by Monster Offers (MONT), with the Securities and Exchange Commission. Further information on risks faced by MONT are detailed in the Form 10-K for the year ended December 31, 2009, and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. Monster Offers does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Monster Offers Paul Gain, CEO 760-208-4905 EX-99.4 6 ex994pr.txt PRESS RELEASE Exhibit 99.4 Monster Offers Announces Stock Dividend Press Release Source: Monster Offers On Thursday November 18, 2010, 4:05 pm EST SAN DIEGO--(BUSINESS WIRE)-- Monster Offers (OTCBB: MONT.OB - News) announced today that the Board of Directors approved a one-half-for-one (0.5:1) common stock dividend (the "dividend"), of the Company's issued and outstanding common stock, par value $0.001, with a record date of December 1, 2010 and a payment date of December 2, 2010. Each shareholder will receive a dividend of one (1) common share for every two (2) shares owned on the record date. Shareholders who have purchased stock and continue to hold their stock until December 1, 2010 will be issued this stock dividend. "We want to thank our shareholders for their confidence in owning Monster Offers shares, especially during our developmental stage. We feel issuing a stock dividend is the best way to thank our new shareholders at this time," stated Paul Gain, Chairman and CEO of Monster Offers. About Monster Offers: Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. For more information about Monster Offers, please visit www.monsteroffers.com. To follow Monster Offers on Twitter, please go to: www.twitter.com/MonsterOffers Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks associated with the management appointment described in this press release, and other risks identified in the filings by Monster Offers (MONT), with the Securities and Exchange Commission. Further information on risks faced by MONT are detailed in the Form 10-K for the year ended December 31, 2009, and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. Monster Offers does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Monster Offers Paul Gain, CEO 760-208-4905 EX-99.5 7 ex995pr.txt PRESS RELEASE Exhibit 99.5 Monster Offers Now Launches Strategy to Go On Aggressive Acquisition Campaign Seeking Companies to Increase Revenues and Cash Flows SAN DIEGO--(BUSINESS WIRE)--Monster Offers (OTCBB: MONT) announced today after receiving 8,000,000 shares in exchange for its Lead Generation Segment, it will have 12,000,000 shares of stock adjusting for the forthcoming dividend to begin making strategic acquisitions. NOTE TO SHAREHOLDERS: All shareholders who own and buy stock between now and December 1, 2010 will also receive the stock dividend. It is important to recognize that the stock which the Company has for acquisitions will not dilute the current shareholders as these shares were already outstanding. Due to the explosive "Deal of the Day" industry and since the launch of the MonsterOffers.com "Deal of the Day" Multi-Match Search Engine on the Internet, the Company has been receiving many inquiries from many companies, in the "Deal of the Day" marketplace, who want to partner or be acquired by the Company. Monster Offers is currently negotiating with several acquisition targets. To follow the required reporting requirements of the U.S. Securities and Exchange Commission, the Company has created a strategic partnership and stock acquisition strategy, whereby the Company will agree in advance to a stock valuation purchase, but will not finalize the agreement with the private company until the valuation and audit from a PCOAB accounting firm verifies the value reached by both companies. "Shareholders take note, we are looking at several opportunities to make strategic acquisitions to build our core social commerce business, and we are negotiating hard to make our first acquisition. With the extra shares based on the dividend, management values the restricted shares, available for acquisitions, at twelve million ($12,000,000) dollars based on today's market price. Of course, there are no guarantees that we can reach an agreement for a strategic opportunity and there are no guarantees that our stock valuation won't go down. Each strategic opportunity will be evaluated on its own merits," stated Paul Gain, Chairman and CEO of the Company. About Monster Offers: Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. For more information about Monster Offers, please visit www.monsteroffers.com. To follow Monster Offers on Twitter, please go to: www.twitter.com/MonsterOffers. Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including, but not limited to, the risks associated with the management appointment described in this press release, and other risks identified in the filings by Monster Offers (MONT), with the Securities and Exchange Commission. Further information on risks faced by MONT are detailed in the Form 10-K for the year ended December 31, 2009, and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. Monster Offers does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contacts Monster Offers Paul Gain, CEO 760-208-4905 -----END PRIVACY-ENHANCED MESSAGE-----