-----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, JcHjUXCvyqb5kTi8W1jeJqc2paVu0b5nERKYIVfXJlQYpl7utf2CF+bKXTiMkSZM neD+wIgyG6aDE4w/rEqC6Q== 0001423746-10-000013.txt : 20101122 0001423746-10-000013.hdr.sgml : 20101122 20101122170009 ACCESSION NUMBER: 0001423746-10-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 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: 101209342 BUSINESS ADDRESS: STREET 1: PO BOX 1092 CITY: BONSALL STATE: CA ZIP: 92003 BUSINESS PHONE: 760-208-4905 MAIL ADDRESS: STREET 1: PO BOX 1092 CITY: BONSALL STATE: CA ZIP: 92003 10-Q 1 monstersepq.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 September 30, 2010 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.) 4056 Valle Del Sol, Bonsall, CA 92003 Mail Delivery - PO Box 1092, Bonsall, CA 92003 --------------------------------------------------- (Address of principal executive offices)(Zip Code) Issuer's telephone number, including area code: (760) 208-4905 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 November 22, 2010, the registrant's outstanding common stock consisted of 31,460,000 shares, $0.001 par value. Authorized - 75,000,000 shares. 1 Table of Contents Monster Offers Index to Form 10-Q For the Quarterly Period Ended September 30, 2010
Part I. Financial Information Page Item 1. Financial Statements Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Item 4T. Controls and Procedures 19 Part II Other Information Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3 -- Defaults Upon Senior Securities 24 Item 4 -- Submission of Matters to a Vote of Security Holders 24 Item 5 -- Other Information 24 Item 6. Exhibits 25 Signatures 26
2 Part I. Financial Information Item 1. Financial Statements Monster Offers (A Development Stage Company) Balance Sheets
September 30, December 31, 2010 2009 (Unaudited) (Audited) ------------- ------------- ASSETS Current assets Cash and equivalents $ 17,993 $ 18,190 Accounts receivable 65,794 2,235 ------------- ------------- Total current assets 83,787 20,425 ------------- ------------- Intangible- software 8,000 - ------------- ------------- TOTAL ASSETS $ 91,787 $ 20,425 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable 3,125 1,350 ------------- ------------- Total current liabilities 3,125 1,350 Stockholders' equity Common stock, $0.001 par value, 75,000,000 shares authorized, 31,460,000 and 32,460,000 shares issued and outstanding as of 9/30/10 and 12/31/09, respectively 31,460 32,460 Additional paid-in capital 27,025 27,025 Stock payable 190,918 - Subscription receivable - (1,000) Accumulated deficit during development stage (160,741) (39,410) ------------- ------------- Total stockholders' equity 88,662 19,075 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 91,787 $ 20,425 ============= =============
The accompanying notes are an integral part of these financial statements. 3 Monster Offers (A Development Stage Company) Statements of Operations (Unaudited)
For the three months For the nine months Inception ending ending (February 23, ---------------------- ---------------------- 2007) to September 30, September 30, September 30, 2010 2009 2010 2009 2010 ---------- ---------- ---------- ---------- ---------- REVENUES Commission Revenue $ - $ - $ 250 $ - $ 777 Commission Revenue - Related party 500 12,799 3,102 262,149 319,996 Services 19,014 - 93,264 - 93,264 ---------- ---------- ---------- ---------- ---------- Total revenues 19,514 12,799 96,616 262,149 414,037 Cost of goods Commission paid- Related party - 10,878 - 249,827 249,828 ---------- ---------- ---------- ---------- ---------- Gross Profit 19,514 1,921 96,616 12,322 164,209 EXPENSES Advertising 200 - 200 - 21,108 Audit fees - 1,000 1,750 4,500 17,000 Expenses of spinoff - - - - 5,610 General & Administrative 2,216 2,833 25,529 7,981 91,361 Professional fees - - 7,700 - 13,713 Officer compensation - - - - 33,000 Consulting services 182,768 - 182,768 - 182,768 ---------- ---------- ---------- ---------- ---------- Total expenses 185,184 3,833 217,947 12,481 364,560 ---------- ---------- ---------- ---------- ---------- INCOME (LOSS) FROM OPERATIONS (165,670) (1,912) (121,331) (159) (200,351) ---------- ---------- ---------- ---------- ---------- OTHER INCOME Debt forgiveness - - - 5,610 5,610 Refund of expense - - - - 34,000 ---------- ---------- ---------- ---------- ---------- Total other income - - - 5,610 39,610 ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $(165,670) $ (1,912) $(121,331) $ 5,451 $(160,741) ========== ========== ========== ========== ========== NET EARNINGS PER SHARE-basic $ (0.01) $ (0.00) $ (0.00) $ 0.00 & diluted ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 31,932,527 18,960,000 32,283,529 18,960,000 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. 4 Monster Offers (A Development Stage Company) Statements of Cash Flows (Unaudited)
For the nine For the nine Inception months ended months ended (February 23, 2007) September 30, September 30, to September 30, 2010 2009 2010 ---------------- ---------------- ---------------- OPERATING ACTIVITIES Net income (loss) $ (121,331) $ 5,451 $ (160,741) Adjustments to reconcile net income to net cash used by operating activities: Consulting compensation 182,768 - 182,768 (Increase) in accounts receivable (63,559) (850) (65,794) Increase (decrease) in accounts payable 1,775 (8,635) 3,125 (Increase) in prepaid expense - (1,000) - ---------------- ---------------- ---------------- Net cash used by operating activities (347) (5,034) (40,642) FINANCING ACTIVITIES Proceeds from Issuance of common stock - - 57,500 Stock payable 150 - 150 Contributed capital - - 985 ---------------- ---------------- ---------------- Net cash provided by financing activities 150 - 58,635 ---------------- ---------------- ---------------- NET CHANGE IN CASH (197) (5,034) 17,993 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 18,190 6,469 - ---------------- ---------------- ---------------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 17,993 $ 1,435 $ 17,993 ================ ================ ================ SUPPLEMENTAL DISCLOSURES: Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - Non-cash Intangible Asset $ 8,000 $ - $ 8,000
The accompanying notes are an integral part of these financial statements. 5 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 1 - FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2010 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements. The results of operations for the period ended September 30, 2010 are not necessarily indicative of the operating results for the full year. The Company is a development stage company, as defined in FASB ASC 915 "Development Stage Entities." NOTE 2 - GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $160,741. Although the Company recognized total revenues of $414,037 with gross profits of $164,209, 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 for further development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. 6 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES The relevant accounting policies are listed below. Basis of Accounting - ------------------- The basis is United States generally accepted accounting principles. Cash and Cash Equivalents - ------------------------- The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. Use of Estimates - ---------------- In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Advertising - ----------- Advertising costs are expensed when incurred. The Company incurred advertising expenses of $200 and $0 for the nine months ended September 30, 2010 and 2009, respectively. For the period since inception on February 23, 2007 through the period ended September 30, 2010, the Company has incurred advertising expenses of $21,108. Income Taxes - ------------ The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. Year end - -------- The Company's fiscal year-end is December 31. 7 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition - ------------------- In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, the Company monetizes a portion of its user activities through transactional based services generated primarily from fees earned via marketing services including data and list management, lead generation, and online marketing campaigns, which can be either periodic or transactional. Fee revenue is recognized in the period that the Company's advertiser customer generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of the Company's services, provided that no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. All transactional services revenues are recognized on a gross basis in accordance with the provisions of ASC Subtopic 605-45, due to the fact that the Company is the primary obligor, and bears all credit risk to its customer, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of commission paid-related party. Recent Accounting Pronouncements - -------------------------------- With the exception of those listed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2010, as compared to the recent accounting pronouncements described in our annual report on Form 10-K for the year ended December 31, 2009, that are of material significance, or have potential material significance, on our financial position, results of operations or cash flows. In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows. 8 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Recent Accounting Pronouncements - -------------------------------- In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, "Improving Disclosures about Fair Value Measurements." This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements. NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. On February 23, 2007, a shareholder contributed capital of $400 for incorporating fees. On December 11, 2007, the Company issued 11,250,000 shares of its common stock to its founder for $11,250 in cash. The Founder then transferred these shares to an outside party for the same price on December 31, 2007. On December 15, 2007, a shareholder contributed capital of $585 for registration fees. The Company was a subsidiary of Tropical PC, Inc. On December 31, 2007, the record shareholders of Tropical PC, Inc. received a spin off dividend of one (1) common share, par value $0.001, of Monster Offers common stock for every share of Tropical PC, Inc. common stock owned for a total 810,000 common shares issued. Of these 810,000 shares, 600,000 were returned to the Company and cancelled. On December 31, 2007, the Company issued 7,500,000 shares of its common stock pursuant to a Regulation D 506 offering for $33,750 in cash. 9 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)-(continued) On December 21, 2009, the Company authorized the sale of 13,500,000 unregistered restricted common shares in exchange for $13,500. $12,500 was received in December 2009, with a subscription receivable of $1,000 paid in January 2010. In August 2010, the Company reached a mutually agreeable understanding with a non-affiliated shareholder to cancel 1,000,000 unregistered common shares he owns. These unregistered restricted shares were issued in a private offering with the understanding that the shareholder would purchase these shares and provide technical expertise to the company. Since the services were not delivered to the company's satisfaction, it has been agreed that these 1,000,000 unregistered common shares will be canceled and returned to the Company. On August 30, 2010, the Company authorized the issuance of 8,000,000 shares of restricted common stock, as per an Asset Exchange Agreement whereby an officer/director of the Company is to receive these shares of restricted common stock in exchange for cash of $8,000 and a computer software program called the Social Network Action Platform (SNAP). This software program was essential in order to launch the Company's website, www.monsteroffers.com. Until such time as the company can complete a thorough evaluation of the intangible acquired, as of September 30, 2010, the Company placed a nominal value on the software, based at par value $0.001 of the stock to be issued for this software. This may create an adjustment to the carrying value. Further, as of September 30, 2010, a stock payable of $8,000 has been recorded. On September 1, 2010, the Company authorized the sale of 550,000 unregistered restricted common shares to three shareholders in exchange for entering into consulting agreements and cash of $550. The services of these consultants was necessary for the launch of the Company's website by integrating the recently acquired software into the site. A total fair value of $182,768 was placed by expensing the normal hourly rate charged by these consultants for the services rendered during the quarter. A stock payable of $182,768 has been recorded as of September 30, 2010, and a total of $150 was received from one consultant and has been reduced from total consulting expense. As of September 30, 2010 and September 30, 2009, the Company has 31,460,000 and 18,960,000 shares of its common stock issued and outstanding, respectively. 10 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 5 - RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2010 and 2009, the Company received $2,602 and $249,350, respectively, from customers in which one of the Company's shareholders had ownership or was an affiliate, for work performed by subcontractors who are also related parties. Thus, commissions from related parties represent most of the Company's revenue. 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 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. On August 5, 2010, the Company entered into an Asset Exchange Agreement whereby an officer/director of the Company received 8,000,000 shares of restricted common stock in exchange for cash of $8,000 and a computer software program called the Social Network Action Platform (SNAP). Until such time as the company can complete a thorough evaluation on this software, as of September 30, 2010, the Company placed a nominal value on the software, based at par value $0.001 of the stock to be issued for this software. Further, as of September 30, 2010, a stock payable of $8,000 has been recorded. NOTE 6 - CONCENTRATION OF CREDIT RISKS Cash Balances - ------------- The Company maintains its cash in various financial institutions in the United States. Balances maintained are insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non- interest bearing transaction deposit accounts at an FDIC-insured institution, including all business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009. All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2013. 11 Monster Offers (A Development Stage Company) Notes to the Financial Statements September 30, 2010 (Unaudited) NOTE 7 - SUBSEQUENT EVENT On or about November 9, 2010, the Company entered into an agreement with Asher Enterprises, Inc., a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the Company the aggregate principal amount of $53,000.00 together with any interest at the rate of eight percent (8%) per annum, until the maturity date of July 18, 2011. This Note may not be prepaid in whole or in part. If the Note is not paid in full with interest on the maturity date, the note holder has the right to convert this Note into restricted common shares of the Company. The conversion price shall equal the "Variable Conversion Price" (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (representing a discount rate of 39%). "Market Price" means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. 12 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, 2009. 13 Results of Operations - --------------------- Overview of Current Operations - ------------------------------ Monster Offers ("the Company") was incorporated in the State of Nevada on February 23, 2007, under the name Tropical PC Acquisition Company. On December 11, 2007, the Company amended its Articles of Incorporation changing its name to Monster Offers. The Company was originally incorporated as a wholly owned subsidiary of Tropical PC, Inc., a Nevada corporation. Tropical PC was incorporated September 22, 2004. Monster Offers is an emerging online technology company specializing in social media commerce and advertising solutions for large Companies and Non Profit Organizations. Monster Offers serves as an online advertising agency specializing in digital production, social media commerce, and online lead generation. Potential customers include large advertisers, direct marketers, lead brokers, and advertising agencies seeking to increase brand impressions, sales, and customer contact through online marketing initiatives. Our website is: www.monsteroffers.com We also provide brand development, marketing services, and software development for our clients. Our services include the development of advertising campaigns used to market products and/or services online. We also design and host direct response websites. Our website development and media campaigns are managed by a proprietary software platform. This technology platform allows us to acquire and track online leads/sales for our clients in real-time. Comprehensive detailed reporting on website activity is also displayed which allows us to analyze the effectiveness of different marketing campaigns, advertisements and specific promotions. This statistical process helps management to determine which campaigns are performing at an acceptable level for our clients and which campaigns are achieving an acceptable profit margin for Monster Offers. On August 5, 2010, the Company entered into an Asset Exchange Agreement to acquire a one hundred (100%) percent ownership interest in the Intellectual Property Rights and Software known as the Social Network Action Platform (SNAP). Whereby an officer/director of the Company received 8,000,000 shares of restricted common stock in exchange for cash of $8,000 and the computer software. The SNAP platform allows the Company to quickly deploy internally branded social commerce initiatives and market similar private labeled licensing solutions to Fortune 1000 Companies and Non-Profit Organizations. Until such time as the company can complete a thorough evaluation on this software, as of September 30, 2010, the Company placed a nominal value on the software, based at par value $0.001 of the stock to be issued for this software. Further, as of September 30, 2010, a stock payable of $8,000 has been recorded. Marketing Strategy - ------------------ Monster Offers owns and/or operates on behalf of clients a variety of Internet websites. We generate page views to these websites by engaging third party Internet advertising partners. Our Web properties and marketing activities are designed to generate real-time response based marketing results. 14 While visiting one of our online websites, consumers are given the opportunity to sign up, purchase and/or ask to be contacted about various product and service offerings. These 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 product and/or service sales. We utilize a number of online marketing channels to drive sales and customer databases. These include but are not limited to: Email Marketing - --------------- Websites that we own or are digitally produced for clients are promoted by the engagement of opt-in email marketing companies. In other words, opt-in emails are sent to users who have requested to receive marketing messages from a particular email partner/website. These partners currently market to multiple consumer and/or business databases that they own or are managed by them under a list management agreement. Search Engine Marketing - ----------------------- We utilize search engine marketing companies to direct consumers to websites. Funds are placed in an open account with each provider and are spent on a Cost-Per-Click auction basis. Google, Yahoo, and FaceBook are the primary providers of this service. Affiliate Marketing - ------------------- We engage affiliate network destinations where online affiliates can promote various client offers and promotions. These traffic publishers choose, manage, and execute marketing cost per action client campaigns. They are also provided with real-time commission tracking. Sales Strategy - -------------- We plan to sell our services to a network of participating advertisers, affiliate networks, lead buyers and advertisers in various categories utilizing independent sales organizations. Some of these categories include the finance industry, consumer product industry, wireless industry, insurance industry, travel industry, auto industry and mortgage industry. 15 We also plan 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 engages vendors, creates all new client accounts, and implements lead delivery options based on customer needs. He is currently identifying platforms to facilitate additional feature sets and scalability. Competition - ----------- The online advertising and marketing industry is highly competitive. Management believes that the ability to provide proprietary consumer and business databases that provide real time data is a competitive advantage. A number of competitors are active in specific aspects of our business. In the area of lead data generation, Monster Offer faces competition primarily from Dun & Bradstreet, Acxiom, Experian, infoUSA , Equifax and Harte-Hanks Data Technologies. These major competitors offer online data leads directly to the end customer and sell their online leads through reseller networks. Recent Event - ------------ On November 7, 2010, the Company announced that is has executed an agreement with the National Development Institute to form the WORLD SHARE NONPROFIT ALLIANCE to better serve the social media networking needs of the charitable sector, both domestically and abroad. The purpose of WORLD SHARE is to define, expand, and promote social media marketing to the nonprofit sector. Business and technology leaders from the largest and most tenured organizations will provide the nonprofit social media movement both energy and leadership as members of the WORLD SHARE's Advisory Council. Nonprofit Marketing Professionals will join WORLD SHARE to grow their skills set using the most current and highly effective social media campaign strategies and techniques. The WORLD SHARE platform will be deployed first quarter 2011 at http://www.WSNPA.com. 16 Results of Operations for the quarter ended September 30, 2010 - -------------------------------------------------------------- For the three months ending September 30, 2010, the Company experienced general and administrative expenses of $2,216 as compared to general and administrative expenses of $2,833 for the same period last year. For the three months ending September 30, 2010, the Company expensed advertising fees of $200 as compared to no advertising fees for the same period last year. For the three months ending September 30, 2010, the Company expensed consulting compensation of $182,768 as compared to no consulting compensation for the same period last year. Total expenses for the quarter ending September 30, 2010 were $185,184 versus $3,833 for the same period last year. The increase in expenses for the period ending September 30, 2010 was primarily due to the issuance of 550,000 unregistered restricted common shares to three shareholders in exchange for entering into consulting agreements. The services of these consultants was necessary for the launch of the Company's website by integrating the recently acquired software into the site. A valuation of $182,768 was placed on these shares by expensing the normal hourly rate charged by these consultants for the services rendered during the quarter as contributed capital. For the nine months ending September 30, 2010, the Company experienced general and administrative expenses of $25,529 as compared to general and administrative expenses of $7,981 for the same period last year. The increased general and administrative expenses represented the additional expenses as the company shifted its focus from affiliate marketing to social media commerce. Total expenses for the nine months ending September 30, 2010 were $217,947 versus $12,481 for the same period last year. For the three months ended September 30, 2010, the Company had $(165,670) in loss from operations as compared to a loss from operations of $(1,912) for the same period last year. For the nine months ended September 30, 2010, the Company had a loss of $(121,331) from operations as compared to a loss from operations of $(159) for the same period last year. Since the Company's inception, on February 23, 2007, the Company had a net loss of $(160,741). Revenues - -------- During the three month period ended September 30, 2010, the Company generated $19,514 in revenues as compared to $12,799 for the same period last year. During the nine month period ended September 30, 2010, the Company generated $96,616 in revenues as compared to $262,149 for the same period last year. For the nine months ended September 30, 2010 and 2009, the Company received $2,602 and $249,350, respectively, from customers in which one of the Company's shareholders had ownership or was an affiliate, for work performed by subcontractors who are also related parties. Thus, commissions from related parties represent most of the Company's revenue. Management does not expect to receive any significant related party revenues through the end of its fiscal year. Additionally, the drop of revenues was accounted by management's decision to shift its business focus from affiliate marketing to building a social media commerce division. Management believes this decision will benefit the Company in the long-term. There can be no assurances that the Company can be profitable or that the Company will not incur operating losses in the future. 17 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 has recognized an accumulated deficit since inception of $160,741. Although the Company has recognized total revenues of $414,037 with gross profits of $164,209, the Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2) Summary of any product research and development that we will 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. 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. 18 Significant changes in the number of employees - ---------------------------------------------- As of September 30, 2010, 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 of September 30, 2010, our current assets were $83,787 and our current liabilities were $3,125, resulting in a working capital of $80,662. As of September 31, 2010, our total assets were $91,787 compared to total assets of $20,425 as of December 31, 2009. Total assets as of September 30, 2010 consisted of $17,993 in cash, $65,794 in accounts receivable and $8,000 in intangible asset. As of September 30, 2010, our current liabilities were $3,125 compared to current liabilities of $1,350 as of December 31, 2009. Our current liabilities consisted of $3,125 in accounts payable. Stockholders' equity increased from $19,075 as of December 31, 2009 to $88,662 as of September 30, 2010. We have not generated positive cash flows from operating activities. For the nine months ended September 30, 2010, net cash flow used in operating activities was $347 compared to net cash flow used in operating activities of $5,034for the nine months ended September 30, 2009. Net cash flow used in operating activities during the nine month period ended September 30, 2010 consisted primarily of net loss of ($121,331) adjusted by $182,768 in consulting compensation, $63,559 increase in accounts receivable and $1,755 increase in accounts payable. During the nine month periods ended September 30, 2010 and September 30, 2009, net cash flow provided from investing activities was $-0-. During the nine month periods ended September 30, 2010 and September 30, 2009, net cash flow provided from financing activities was $150 and $0, respectively. As a result of our Company's current limited available cash, no officer or director received compensation through the nine months ended September 30, 2010. No officer or director received stock options or other non-cash compensation since the Company's inception through September 30, 2010. 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 the company at no cost, until the company can become profitable on a consistent Quarter-to-Quarter basis. On or about November 9, 2010, the Company entered into an agreement with Asher Enterprises, Inc., a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the Company the aggregate principal amount of $53,000 together with any interest at the rate of eight percent (8%) per annum, until the maturity date of July 18, 2011. This Note may not be prepaid in whole or in part. If the Note is not paid in full with interest on the maturity date, the note holder has the right to convert this Note into restricted common shares of the Company. The conversion price shall equal the "Variable Conversion Price" (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (representing a discount rate of 39%). "Market Price" means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. 19 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 reasonably assured. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 4T. Controls and Procedures Evaluation of Disclosure Controls and Procedures - ------------------------------------------------ Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses." 20 Management's Report on Internal Control over Financial Reporting - ---------------------------------------------------------------- Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2010. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of September 30, 2010. 21 A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following: 1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; 2) inadequate segregation of duties consistent with control objectives; 3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and 4) ineffective controls over period end financial disclosure and reporting processes. We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the quarter ending September 30, 2010. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management Plan to Remediate Material Weaknesses - ------------------------------------------------ Management is pursuing the implementation of corrective measures to address the material weaknesses described below. 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: 22 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. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above. Changes in Internal Control over Financial Reporting - ---------------------------------------------------- There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report. (c) 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. 23 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, 2009 and the discussion in Item 1, above, under "Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds In August 2010, the Company reached a mutually agreeable understanding with a non-affiliated shareholder to cancel 1,000,000 unregistered common shares he owns. These unregistered restricted shares were issued in a private offering with the understanding that the shareholder would purchase these shares and provide technical expertise to the company. Since the services were not delivered to the company's satisfaction, it has been agreed that these 1,000,000 unregistered common shares will be canceled and returned to the Company. On August 30, 2010, Monster Offers issued 8,000,000 shares of its unregistered common stock to Mr. Paul Gain, manager of Prime Mover Global, LLC. in exchange for a one hundred (100%) percent ownership interest in the SNAP Software. The shares will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. 24 Mr. Gain, is a financially sophisticated individual. Before he received these unregistered securities he was known to us and our management, through pre-existing business relationships, as a long standing business associate. We did not engage in any form of general solicitation or general advertising in connection with this transactions. Mr. Gain was provided access to all material information, which he requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. Mr. Gain acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. He understood the ramifications of his actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption. Additionally, Mr. Gain has agreed to lock-up these shares for one-year. On September 1, 2010, Monster Offers agreed to issue 550,000 shares of its unregistered common stock to Messrs. Stephen Hall (150,000 shares), Scott Wilcox (200,000 shares) and Paul West (200,000 shares) in exchange for their consulting services rendered and to be rendered to the Company. The shares will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. Messrs. Hall Wilcox and West was provided access to all material information, which he requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. They acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. The shares of common stock issued will contain a legend restricting transferability absent registration or applicable exemption. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 25 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. - ------------------------------------------------------------------------------- 10.1 Asset Exchange Agreement by 8-K 10.1 09/02/2010 and between Monster Offers and Prime Mover Global, LLC, dated August 5, 2010. - ------------------------------------------------------------------------------- 10.2 Share Lock-Up Agreement with 8-K 10.2 09/02/2010 Scott J. Gerardi dated, August 6, 2010. - ------------------------------------------------------------------------------- 10.3 Share Lock-Up Agreement with 8-K 10.3 09/02/2010 Powerhouse Development dated, August 6, 2010. - ------------------------------------------------------------------------------- 10.4 Share Lock-Up Agreement with 8-K 10.4 09/02/2010 Paul Gain dated, August 6, 2010. - ------------------------------------------------------------------------------- 10.5 Share Lock-Up Agreement with 8-K 10.5 09/02/2010 Jonathan W. Marshall, dated, August 6, 2010. - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 26 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/ Paul Gain ------------------------------ Name: Paul Gain Title: Director and CEO Principal Executive, and Accounting Officer Dated: November 22, 2010 ----------------- 27 EX-31.1 2 ex311sec302.txt SECTION 302 CERTIFICATION Exhibit 31.1 -- Principal Executive Officer and Principal Financial Officer Certification (Section 302) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Paul Gain, 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 registrant 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 registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: November 22, 2010 By: /s/ Paul Gain ----------------- ------------------------------- Paul Gain Principal Executive Officer Principal Financial Officer EX-32.1 3 ex321sec906.txt SECTION 906 CERTIFICATION Exhibit 32.1 - Principal Executive Officer and Principal Financial Officer 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 Principal Executive Officer and Principal Financial Officer of Monster Offers, a Nevada corporation (the "Company"). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended September 30, 2010 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/ Paul Gain - ------------------------------- Paul Gain Principal Executive Officer Principal Financial Officer Date November 22, 2010 ----------------- -----END PRIVACY-ENHANCED MESSAGE-----