8-K

                              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 19, 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.)

                     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

On November 19, 2010, Monster Offers (the "Company") entered into an Exchange
and Hold Harmless Agreement.  In this Agreement, Mr. Scott J. Gerardi,
director and president of the Company agreed to transfer and deliver
8,000,000 of his 10,000,000 restricted shares of Monster Offers to the
Company in exchange for the Lead Generation Business Segment of Monster
Offers including all contracts and assets of the Lead Generation Business
Segment, including, but not limited to, the UnsubToday.com email marketing
compliance software and the CYAClick.com traffic monetization software.

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.  Therefore, taking into account the total shares issued, outstanding
and available to vote on this issue (which does not include Mr. Gerardi's
10,000,000 shares), approximately 55% voted in favor of selling off the
business segment, so that the Company could make best use of these shares to
make strategic acquisition(s).

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 its social commerce business by offering the "Deal
of the Day" as illustrated on the Company's website at:
www.monsteroffers.com.  Management believes this offers the Company its best
growth potential.


Item 5.02  Departure of Directors or Principal Officers; Election of
           Directors; Appointment of Principal Officers

Upon the execution of the Exchange and Hold Harmless Agreement, dated
November 19, 2010, Mr. Gerardi announced that he was resigning as a
director of the Company immediately, and would remain as the Company's
President until the end of the year (December 31, 2010) or until the
Company names his replacement, whichever comes sooner.  The Board of
Directors accepted the resignation of Mr. Gerardi as a director of the
Company.  Mr. Gerardi indicated that he has no disagreements with the
Company, but wanted to pursue the development of this business segment
into its own separate company.


ITEM 8.01  Other Events

The Board of Directors announced that with the return of 8,000,000 common
restricted shares, par value $0.001, in exchange for its Lead Generation
Segment, and adjusting this number for the Company's upcoming dividend, the
Company will have 12,000,000 restricted shares to begin making strategic
acquisitions.


                                       2



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.  There are no guarantees that
the Company can reach any agreements for a strategic opportunities.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.                          Description of Exhibit
- -----------------------------------------------------------------------------
10.10      Exchange and Hold Harmless Agreement, dated November 19, 2010.



                               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 23, 2010

                                       3

EX-10.10

Exhibit 10.10


                    EXCHANGE & HOLD HARMLESS AGREEMENT
          For Lead Generation Business Segment of Monster Offers


THIS AGREEMENT is entered into as of the 19th day of November, 2010 by and
between Monster Offers and Scott J. Gerardi (collectively referred to herein
as the "Parties").

WHEREAS, the Mr. Scott J. Gerardi is the owner of 10,000,000 restricted
shares of the common stock of Monster Offers ("the Company"), he is also the
Director and President of the Company;

WHEREAS, Monster Offers, a Nevada Corporation is a publicly traded company
whose stock is listed on the OTC-BB under the symbol:  MONT;

WHEREAS, Scott J. Gerardi desires to exchange 8,000,000 of his restricted
shares of Monster Offers for the Company's Lead Generation Business Segment
and be held harmless from any claims arising out of this exchange upon the
terms and conditions set forth below; and,

WHEREAS, upon the exchange of 8,000,000 shares for Monster Offers' Lead
Generation Business Segment, Mr. Scott Gerardi will resign as a Director and
continue as an Officer of the Company, until December 31, 2010, or until the
Company names his replacement, whichever comes sooner.

NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
Parties hereby agree to the following.

1.     Exchange of Share

     1.1 Mr. Scott J. Gerardi agrees to transfer and deliver 8,000,000 of his
restricted shares of Monster Offers to Monster Offers in exchange for the
Lead Generation Business Segment of Monster Offers including all contracts
and assets of the Lead Generation Business Segment, including, but not
limited to, the UnsubToday.com email marketing compliance software and the
CYAClick.com traffic monetization software.

     1.2 If for any reason, the shares are not exchanged by December 15,
2010, this EXCHANGE AND HOLD HARMLESS AGREEMENT becomes null and void.

2.  Representations and Warranties.  In order to induce Monster Offers to
enter into this Exchange Agreement and complete its transactions contemplated
hereunder, Mr. Scott J. Gerardi represents and warrants that:

     2.1   Mr. Gerardi has good and marketable title to the Shares, and
Monster Offers will receive the restricted Shares, free and clear of any
liens or encumbrances;

     2.2  Mr. Gerardi has good and sufficient power, authority and capacity
to enter into this Agreement and complete its transactions contemplated under
this Agreement on the terms and conditions set forth herein, and the exchange
of these Shares will not violate any other agreement or instrument to which
the Parties are bound;

     2.3   Mr. Gerardi agrees, once the exchange takes place, will resign as
a Director and continue as an Officer of the Company, until December 31,
2010, or until the Company names his replacement, whichever comes sooner.

    2.4   Mr. Gerardi, for a period of two years after leaving the company,
agrees not to compete directly against Monster Offers existing social
commerce business segment, specifically the "Deal of the Day" concept, as
found at MonsterOffers.com or the DrHealthShare.com website; however,
Mr. Gerardi is not precluded from utilizing other social commerce concepts
in his new business endeavors.

3.  Representations and Warranties.  In order to induce the Scott J. Gerardi
to enter into this Agreement and complete its transactions contemplated
hereunder, Monster Offers represents and warrants to Mr. Gerardi that:

      3.1   Monster Offers has good and sufficient power, authority and
capacity to enter into this Agreement and complete the transfer of the Lead
Generation Business Segment of Monster Offers delineated in this Agreement on
the terms and conditions set forth herein, and the exchange of these Shares
will not violate any other agreement or instrument to which the Parties are
bound; and

      3.2  Monster Offers agrees to release, and hold harmless Mr. Scott J.
Gerardi, and his assignees and successors, against any and all losses,
claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements (and any and all actions, suits,
proceedings and investigations in respect thereof and any and all legal and
other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise), including, without
limitation, the costs, expenses and disbursements, as and when incurred of
investigating, preparing or defending any such action, suit, proceeding or
investigation (whether or not in connection with litigation in which the
Parties are a party), directly or indirectly, caused by, relating to, based
upon, arising out of, or in connection with this Agreement, the ownership of
the Lead Generation Business Segment and the subsequent ownership of this
business segment.

   3.3   Monster Offers will not compete directly or indirectly against its
former Lead Generation Business Segment after Mr. Gerardi leaves the company
for a period of one year.

      3.4     Monster Offers has an on-going obligation not to abandon its
responsibilities to maintain financial responsibility at the current level of
costs of the Lead Generation Business Segment until December 31, 2010 or
until such time that Mr. Gerardi forms his new company and transfers the
assets of Lead Generation Business Segment to his new company, whichever
comes sooner.

4.  Entire Agreement.  This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.

5.  Amendment and Modification.  Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed
by both Parties.

6.  Waiver of Compliance; Consents.

      6.1 Any failure of any party to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the
performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, or agreement or condition will not
operate as a waiver of, or estoppels with respect to, any subsequent or other
failure.

      6.2  Whenever this Agreement requires or permits consent by or on
behalf of any Party hereto, such consent will be given in a manner consistent
with the requirements for a waiver of compliance as set forth above.

7.  Agreement Binding.  This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

8.  Attorneys' Fees.  In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any
appeal there from, it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator, trial court,
and/or appellate court.

9.  Computation of Time.  In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday,
Sunday or a legal holiday, in which event the period shall begin to run on
the next day that is not a Saturday, Sunday or legal holiday.

10.  Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF CALIFORNIA.  THE PARTIES AGREE THAT ANY LITIGATION RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND
DETERMINED BY A COURT OF COMPETENT JURISDICTION WITHIN CALIFORNIA.

11.  Arbitration.  If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof.

12.  Further Action.  The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of the Agreement.

13.  Confidentiality.  The parties shall keep this Agreement and its terms
confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing.  In the event
that the transactions contemplated by this Agreement are not consummated for
any reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other
parties, except for information which is required by law to be disclosed.
Confidential information includes, but is not limited to, financial records,
surveys, reports, plans, proposals, financial information, and information
relating to personnel contracts, stock ownership, liabilities and litigation.

14.  Costs, Expenses and Legal Fees.  Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorneys' fees).

15.  Severability.  If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effecting during the
term hereof, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance here from.
Furthermore, in lieu of such illegal, invalid and unenforceable provision,
there shall be added automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

16.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which taken together shall be deemed to constitute one and the same.
Facsimile copies may act as originals.

IN WITNESS HEREOF, the parties have duly executed this Agreement as of the
date written herewith.


By: ___________________
       Scott J. Gerardi


Monster Offers

By:_____________________
      Paul Gain
      Chairman and CEO