0001423746-11-000012.txt : 20110630
0001423746-11-000012.hdr.sgml : 20110630
20110505145512
ACCESSION NUMBER: 0001423746-11-000012
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110505
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: CORRESP
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
CORRESP
1
filename1.txt
Monster Offers
P.O. Box 1092
Bonsall, California 92003
Telephone: (760) 208-4905
Facsimile: (619) 374-2811
May 4, 2011
VIA EDGAR AND OVERNIGHT MAIL
----------------------------
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Maryse Mills-Apenteng, Special Counsel
Division of Corporation Finance
RE: Monster Offers
Registration Statement on Form S-1 and
Amendment No. 3 to Registration Statement on Form S-1
Filed April 20, 2011
File No. 333-171932
Dear Maryse Mills-Apenteng:
On behalf of Monster Offers (the "Company"), we are hereby responding to the
comment letter, dated May 4, 2011 (the "Comment Letter"), from the Staff
(the "Staff") of the U. S. Securities and Exchange Commission (the
"Commission") with respect to the Company's Registration Statement on Form
S-1 (File No. 333-171932) (the "Registration Statement"). In response to the
Comment Letter and to update certain information in the Registration
Statement, the Company is filing with the Commission today Amendment No. 4 to
the Registration Statement (the "Amendment"). We are sending you a marked
copy for your review.
For ease of reference, set forth below are the comments of the Staff with
respect to the Registration Statement. The Company's response is set forth
below each comment.
General
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1. We reissue prior comment 1. Your response notwithstanding, it does not
appear that you provided us with an amendment marked to show changed
material, as required by Item 310 of Regulation S-T. Please provide a
marked copy of your next amendment on EDGAR. Please contact EDGAR filer
support at (202) 551-8900 if you require assistance.
Response: We respectfully note the Staff's comment. We have included a
marked copy of our amended Form S-1/A in the Correspondence template.
For your convenience, in addition to the filing on EDGAR, we will
email a copy directly to you as well as overnight a hard copy.
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2. We note that the exhibit index no longer includes the legality opinion.
Please revise to identify in the exhibit index each required exhibit. Note
that to the extent an exhibit was filed with a previous amendment to the Form
S-1, it will suffice to include a notation to the exhibit index indicating
that the exhibit was "previously filed." In addition, if an exhibit is being
updated in an amendment, for example the legality opinion, references to any
previously filed versions of that exhibit need not be included in the exhibit
index. Please revise accordingly.
Response: We have revised the exhibit index to include the legality opinion.
Liquidity and Capital Resources, page 46
----------------------------------------
3. Refer to prior comments 8 and 9. It appears from your disclosure that
you do not have sufficient cash resources to fund operations, including
meeting your reporting obligations, for the next 12 months. Please revise
your liquidity discussion to disclose the number of months your current cash
sources will fund and disclose the amount needed to fund the remaining
months. Provide a separate risk factor specifically addressing your
liquidity position as disclosed here and stating in the risk factor
subheading the number of months of operations your current cash resources
will fund or advise.
Response: We have revised our liquidity discussion to disclose the number of
months our current cash sources will fund and disclose the amount needed to
fund the remaining months. We have also added a new risk factor specifically
addressing our liquidity position which discusses the number of months of
operations our current cash resources will fund. (See Risk Factor No. 5.)
We hope our responses satisfactorily address your comments. Further, on
behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Respectfully submitted,
Monster Offers
By: /s/ Paul Gain
--------------------------
Paul Gain
Director and CEO
cc: Thomas C. Cook, Esq.
Corporate Counsel
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