Converted by FileMerlin

0001423746-12-000003.txt : 20120530 0001423746-12-000003.hdr.sgml : 20120530 20120529191659 ACCESSION NUMBER: 0001423746-12-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20120530 DATE AS OF CHANGE: 20120529 EFFECTIVENESS DATE: 20120530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monster Offers CENTRAL INDEX KEY: 0001423746 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261548306 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-181746 FILM NUMBER: 12875451 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 S-8 1 s8www.htm Converted by FileMerlin

As filed with the Securities and Exchange Commission on May 29, 2012

Registration No. 333- _____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

MONSTER OFFERS

(Exact name of registrant as specified in its charter)

Nevada

26-1548306

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

27665 Forbes Road

Laguna Niguel CA 92677

(Address, including zip code, of Principal Executive Offices)

CONSULTING AGREEMENTS WITH THOMAS C. COOK, ESQ., RYAN ROLAND AND MARLENA NIEMANN

(Full title of the plan)

Paul Gain

Chief Executive Officer

Monster Offers

27665 Forbes Road

Laguna Niguel CA 92677

(760) 208-4905

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Thomas C. Cook, Esq.

Law Offices of Thomas C. Cook, Ltd.

500 N. Rainbow Blvd, Suite 300

Las Vegas, NV 89107

(702) 221-1925

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 the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” 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)

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.001 per share	400,000 shares	$0.90 per share	$360,000	$41.26

(1)

This Registration Statement relates to 400,000 shares of the Registrant's Common Stock, par value $0.001 per share, to be issued pursuant to the terms of the Legal/Consulting Agreements with the Law Offices of Thomas C. Cook, Thomas C. Cook, Esq., Ryan Foland, Consultant, and Marlena Niemann, Administrative Consultant.

(2)

Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount of the registration fee, based upon the average of the bid and asked prices reported on May 22, 2010 by the Financial Industry Regulatory Authority (FINRA) OTC Bulletin Board.

EXPLANATORY NOTE

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the U. S. Securities and Exchange Commission, the information specified in Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Legal/Consulting Agreements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are incorporated herein by reference.

Item 1. PLAN INFORMATION

The information required to be provided pursuant to this Item to Thomas C. Cook, Esq., the Law Offices of Thomas C. Cook, Ltd., specifically, the Thomas C. Cook Special Client Trust Account as set forth in the Legal Agreement dated May 14, 2012 (See Exhibit 10.13); consulting agreement with Mr. Ryan Foland (see exhibit 10.14), dated May 23, 2012 and consulting agreement with Marlena Niemann (see exhibit 10.15) dated May 25, 2012.

PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act are hereby incorporated by reference, except as superseded or modified herein:

(a) The Company's annual report on Form 10-K for the fiscal year ended December 31, 2011.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's annual report referred to in (a) above.

In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which de-registers all of the shares then remaining unsold, will be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of the documents. Any statement contained in a document incorporated or superseded for purposes of this registration statement, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. DESCRIPTION OF SECURITIES

Not applicable, the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters in connection with this registration statement will be passed upon for Monster Offers by the Law Offices of Thomas C. Cook. Mr. Cook will become a shareholder of the registrant once the shares are issued pursuant to this S-8 registration statement. Some shares registered under this plan will be paid to Mr. Cook for legal services performed in the past and for legal services to be performed through December 31, 2012.

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

In addition, Section 78.751 of the Nevada General Corporation Laws provides as follows: 78.751 Indemnification of officers, directors, employees and agents; advance of expenses.

1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suitor proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent

jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders: (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot to obtained, by independent legal counsel in a written opinion; or

5. The Articles of Incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his act or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and endures to the benefit of the heirs, executors and administrators of such a person. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

Item 8. EXHIBITS.

The following documents are incorporated by reference from the Company's Periodic Report filings, SEC File # 000-53266, as filed with the U. S. Securities and Exchange Commission.

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period Ending

Exhibit

Filing Date

3.1

Articles of Incorporation

SB-2

3.1

01/15/08

3.2

By-laws as currently in effect

SB-2

3.2

01/15/08

3.2

Amended Articles of Incorporation

SB-2

3.3

01/12/12

5.1

Opinion of Counsel and consent regarding the legality of the securities registered under this Registration Statement

10.13

Legal Agreement between Monster Offers and Law Offices of Thomas C. Cook, dated May 14, 2012

10.14

Consulting Agreement between Monster Offers and Ryan Foland, dated May 23, 2012

10.15

Consulting/Administrative Agreement between Monster Offers and Marlena Niemann, dated May 25, 2012

23.1

Consent letter from DeJoya Griffith & Company, LLC

Item 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers and sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Laguna Niguel CA.

SIGNATURES

	Monster Offers Registrant


Date: May 25, 2012	/s/ Paul Gain
	Name: Paul Gain
		Title: Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.


Date: May 25, 2012	/s/ Wayne Irving
	Name: Wayne Irving
		Title: Chairman/CFO/Director



Date: May 25, 2012	/s/ Paul Gain
	Name: Paul Gain
		Title: Director/CEO

EX-5 2 ex51legal.htm LEGAL OPINION Converted by FileMerlin

Exhibit 5.1

THE LAW OFFICES OF

THOMAS C. COOK, LTD.

ATTORNEY AND COUNSELOR AT LAW

500 N. RAINBOW, SUITE 300

LAS VEGAS, NEVADA 89107

(702) 221-1925

FAX (702) 221-1963

May 25, 2012

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Monster Offers

Registration Statement on Form S-8

Gentlemen:

We have acted as special counsel to Monster Offers, a Nevada corporation (the "Company"), in connection with the preparation for filing with the U. S. Securities and Exchange Commission of a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 400,000 shares ("Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), for a Legal/ Consultant/Administrative Agreements.

We have examined the Agreements and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable.

In connection with this opinion, we have examined the Registration Statement, the Company's Articles of Incorporation and By-laws, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of Nevada.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Opinions" in the prospectus included in the Registration Statement.

This opinion is conditioned upon the compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable.

Very truly yours,

/s/ Thomas C. Cook

_________________________

Thomas C. Cook, Esq.

EX-10 3 f1013a.htm LEGAL CONSULTING AGREEMENT Converted by FileMerlin

Exhibit 10.13

THE LAW OFFICES OF

THOMAS C. COOK, LTD.

ATTORNEY AND COUNSELOR AT LAW

500 N. RAINBOW, SUITE 300

LAS VEGAS, NEVADA 89107

(702) 221-1925

FAX (702) 221-1963

CONTRACT FOR SERVICES

The following constitutes an Agreement (the “Agreement”) between The Law Offices of Thomas C. Cook (“TCC”), 500 N. Rainbow Blvd., Suite 300, Las Vegas, Nevada 89107, and the undersigned (hereinafter referred to as the "Client"):

COMPANY: Monster Offers

ADDRESS: P.O. Box 1092 Bonsall, CA

CITY/STATE/ZIP: Bonsall, CA 92003

CONTACT PERSON: Mr. Paul Gain

TELEPHONE: (760) 208-4905

TCC hereby agrees to perform legal services for the Client, specifically securities work to keep Monster Offers a fully reporting with the U.S. Securities and Exchange Commission and a publicly traded company. In consideration of mutual promises made herein and for other good and valuable consideration, the sufficiency of which are hereby acknowledged by TCC and Client, both parties agree as follows:

1. Duties of TCC and Term of Contract: TCC will provide the following services:

(a) “Securities Legal Work” - the preparation for Client of all the required documents with regards to its filing requirements with the SEC. This includes all legal documents, including, merger documents, attorney opinions and other necessary documents required to keep the Client a fully reporting Company with the SEC.

(b) “FINRA and SEC Comment Letter Support”- assist the Client in answering any and all comment letters from FINRA and with the SEC incident to corporate actions, e.g., name change, merger, acquisitions, symbol change.

(c) The preparation and filing for Client of the required Current Reports on Form 8-K, Quarterly and Annual Reports with the SEC.

(d) The preparation and filing of any Information Statements with regards to any corporate actions.

(e) The preparation of Client-related SEC merger or acquisition agreements as requested.

(f) TCC has been rendering these services for the Client and will continue to render the aforementioned securities work through December 31, 2012 (end of contract).

(g) Preparation of any additional filings as needed or requested, such as ESOP program, consulting agreements, registration statements, up to three Reg D offerings, and other miscellaneous agreements.

2. Duties Not To Be Performed by TCC: TCC will not provide the following services:

(a) The preparation of any press releases for the company on any press release the Client disseminates.

(b) Negotiating any business contacts, licensing agreement with other individuals or entities on behalf of the Client.

3. Client to Provide Information: Client agrees to provide TCC with any information and documents as may be requested by TCC in connection with the services to be performed for Client. Client shall be solely responsible for the accuracy of the information and representations contained in any documents to be prepared by TCC on behalf of Client.

4. Compensation: As compensation for entering into this Agreement and for services already rendered over the Term, Thomas C. Cook, Esq. or his designees shall be granted an option (the "Option") to purchase one hundred fifty thousand (150,000) shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.001 per share. The Option may be exercised in whole or in part, for a period of the Term of this Agreement or ninety days after the expiration of this Agreement. The Option, pursuant to the consent of the Company's Board of Directors, shall be granted in the name of The Law Offices of Thomas C. Cook, LTD. This is a cashless option, where the funds paid to exercise this Option are paid directly to the Company. The Company hereby agrees to register the shares of common stock underlying the above referenced Option on a Form S-8 registration statement in the name of the Thomas C. Cook, Ltd. Client Trust Account.

5. Other Expenses: TCC’s compensation does not include any direct filing fees required to be submitted with any registration, filings, auditor fees, accounting fees, State filings, CUSIP fees or self-regulatory agency fees, all of which must be paid directly by the Client. Client must issue checks in full payment of these fees, payable to the appropriate payee, in the appropriate amount, and return the checks to TCC along with the executed documents. TCC will submit these checks to the appropriate payees along with the associated documents. Similarly, TCC is not responsible for certain printing or overnight mail costs or accounting expenses (Client is responsible for obtaining and paying for its own audited financial statements) associated with the documentation described above. Client will issue a check for these costs and expenses and return the check to TCC along with the executed documents for their submission to the appropriate authorities.

6. TIMELY REVIEW BY CLIENT: IF DOCUMENTS ARE NOT RETURNED TO TCC, CORRECTLY EXECUTED AND WITH PROPER PAYMENT AS INDICATED BY THE COVER LETTER REFERRED TO IN ITEM 4 HEREIN, WITHIN 21 DAYS OF SUBMISSION OF SUCH DOCUMENTS TO THE CLIENT, TCC WILL NOT GUARANTEE THAT THE DOCUMENTS WILL BE ACCEPTED BY TCC OR RECEIVE PRORITY TREATMENT UPON THEIR RETURN. DOCUMENTS WHICH ARE HELD BY THE CLIENT FOR 30 DAYS OR LONGER MAY REQUIRE REVISIONS WHICH WILL BE BILLED TO THE CLIENT AT TCC’S THEN CURRENT HOURLY RATE. FURTHERMORE, SOME STATE AGENCIES DO NOT ACCEPT DOCUMENTS WHICH HAVE BEEN SIGNED/NOTARIZED MORE THAN 30 DAYS PRIOR TO RECEIPT BY SUCH AGENCY OF SAID DOCUMENT. ANY DOCUMENT THAT REQUIRES REVISION DUE TO THE CLIENT’S FAILURE TO RETURN THE AFOREMENTIONED DOCUMENTS TO TCC WITHIN THE TIMEFRAME FIRST INDICATED ABOVE WILL BE BILLED TO THE CLIENT AT TCC’S THEN CURRENT HOURLY RATE. FINALLY, ANY DOCUMENTS WHICH ARE NOT RETURNED TO TCC WITHIN 120 DAYS MAY, AT TCC’S SOLE DISCRETION, BE CONSIDERED NULL AND VOID, IN WHICH CASE FULL PAYMENT IS DUE TCC PURSUANT TO ITEM 3 HEREIN.

7. Certain Circumstances: TCC assumes no responsibility for any occurrences beyond its control, including but not limited to Federal or FINRA filing backlogs or agency computer breakdowns, which may result in processing delays. TCC will use its best efforts to prepare documents and SEC filings for Client but cannot guarantee that the SEC will comment of TCC’s work; however, in the event that there is an error or oversight on the part of TCC, TCC will use its best efforts to resolve the problem at no additional expense to Client. In no event will TCC be liable for actual, incidental, consequential, related or any other type of damages, in any amount, attributable to such error or oversight on the part of TCC.

8. Indemnification: Client hereby agrees to indemnify and hold harmless TCC, its partners, employees, agents, representatives, assigns, and controlling persons (and other officers, directors, employees, agents, representatives, assigns and controlling persons) from any and all losses, claims, damages, liabilities, costs, and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which it is a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of the services pursuant to this agreement so long as TCC has not committed intentional or willful misconduct, nor acted with gross negligence, in connection with the services which form the basis of the claim for indemnification. Client further agrees that TCC shall incur no liability on account of this agreement or any acts or omissions arising out of or relating to this agreement except for such intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.

Client also expressly indemnifies TCC for any future liabilities, either administrative, civil, or criminal related to the improper use by Client or its assigns of any and all documentation that is provided to Client by TCC pursuant to this Agreement.

Client hereby further agrees to indemnify TCC against any action, suit, claim or proceeding, whether civil, criminal or administrative, and against any fine, cost, levy, expense, judgment or award arising therefrom (collectively a “Claim”), in which TCC may be involved (whether as a witness or a party) as a result of any application or document filed or processed by TCC, on the Client’s behalf, which contains any false or misleading statement or omission of material fact or which, other than through gross negligence of TCC, violates any statute, rule or order of any Federal, state or self-regulatory authority. Client agrees that TCC shall have no responsibility to verify the accuracy or adequacy of any statement, document, fact or information provided to TCC by Client or Client’s attorney, accountant, representative or agents.

9. Conflicting Counsel: TCC cannot prohibit Client from seeking outside counsel to prepare, review or edit the securities work performed by TCC; if the outside counsel has material changes or strategic changes to TCC work, TCC reserves the right to cancel this agreement immediately, cancel all work to be performed, and not be required to return any fees to the Client.

10. Independent Contractor Status: TCC shall perform its services under this contract as an independent contractor and not as an employee of Client or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that TCC shall have no authority to act for, represent or bind Client or any affiliate thereof in any manner, except as provided for expressly in this Agreement or in writing by Client.

11. Additional Services: Client understands and acknowledges by the acceptance of this Agreement that any and all services outside the direct scope of the documents listed in Section 1 above shall be billed to Client by TCC at TCC’s then current hourly rates. Such services need to be agreed to by both TCC and Client, in writing before any works begin.

12. Late Fees: Any TCC invoice not paid within thirty (30) days of such billing is subject to a 1.5% monthly interest charge. TCC reserves the right to use any and all means of collection available under applicable law to collect any amount past due.

13. Amendment and Modification: Subject to applicable law, this Agreement may be amended, modified or supplemented only by a written agreement signed by both parties. No oral modifications to this Agreement may be made.

14. 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. The failure by TCC to insist on strict performance of any term or condition contained in this Agreement shall not be construed by Client as a waiver, at any time, of any rights, remedies or indemnifications, all of which shall remain in full force and effect from time of execution through eternity.

15. Agreement Binding: This Agreement shall be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties hereto. Client shall not assign its rights or delegate its duties under any term or condition set forth in this Agreement without the prior written consent of TCC.

16. Attorney’s Fees: In the event an arbitration, mediation, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorney’s fees to be fixed by the arbitrator, mediator, trial court and/or appellate court.

17. Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective 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 herefrom. 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 legal, valid and enforceable.

18. Governing Law: This Agreement shall be governed by the laws of the State of Nevada, and the venue for the resolution of any dispute arising thereof shall be in Clark County, State of Nevada.

19. Client Responsibility: The Client understands that any and all suggestions, opinions or advice given to the Client by TCC are advisory only and the ultimate responsibility, liability and decision regarding any action(s) taken or filings made lies solely with the Client and not with the TCC.

IN WITNESS THEREOF, the parties above have caused this Agreement to be duly executed, as of the day and year set out below.

Law Offices of Thomas C. Cook, LTD.

By: /s/ Thomas C. Cook

05/14/2012

Thomas C. Cook, Esq. Date

Monster Offers

By: /s/ Paul Gain 05/12/2012

Paul Gain Date

Chief Executive Officer

EX-10 4 f1014.htm CONSULTING AGREEMENT Converted by FileMerlin

Exhibit 10.13

THE LAW OFFICES OF

THOMAS C. COOK, LTD.

ATTORNEY AND COUNSELOR AT LAW

500 N. RAINBOW, SUITE 300

LAS VEGAS, NEVADA 89107

(702) 221-1925

FAX (702) 221-1963

CONTRACT FOR SERVICES

COMPANY: Monster Offers

ADDRESS: P.O. Box 1092 Bonsall, CA

CITY/STATE/ZIP: Bonsall, CA 92003

CONTACT PERSON: Mr. Paul Gain

TELEPHONE: (760) 208-4905

1. Duties of TCC and Term of Contract: TCC will provide the following services:

(c) The preparation and filing for Client of the required Current Reports on Form 8-K, Quarterly and Annual Reports with the SEC.

(d) The preparation and filing of any Information Statements with regards to any corporate actions.

(e) The preparation of Client-related SEC merger or acquisition agreements as requested.

(f) TCC has been rendering these services for the Client and will continue to render the aforementioned securities work through December 31, 2012 (end of contract).

(g) Preparation of any additional filings as needed or requested, such as esop program, consulting agreements, registration statements, up to 3 reg d offerings, and other miscellaneous agreements

2. Duties Not To Be Performed by TCC: TCC will not provide the following services:

(a) The preparation of any press releases for the company on any press release the Client disseminates.

(b) Negotiating any business contacts, licensing agreement with other individuals or entities on behalf of the Client.

18. Governing Law: This Agreement shall be governed by the laws of the State of Nevada, and the venue for the resolution of any dispute arising thereof shall be in Clark County, State of Nevada.

IN WITNESS THEREOF, the parties above have caused this Agreement to be duly executed, as of the day and year set out below.

Law Offices of Thomas C. Cook, LTD.

By: /s/ Thomas C. Cook

05/14/2012

Thomas C. Cook, Esq. Date

Monster Offers

By: /s/ Paul Gain 05/12/2012

Paul Gain Date

Chief Executive Officer

EX-10 5 f1015.htm ADMINISTRATIVE CONSULTING AGREEMENT Converted by FileMerlin

Exhibit 10.15

ADMINISTRATIVE CONSULTING AGREEMENT

This Administrative Consulting Agreement (“Agreement”) is made and entered into as of the 24th day of May, 2012 (“Effective Date”) by and between Marlena Niemann, (herein referred to as "Consultant"), and the undersigned Monster Offers, (herein referred to as the "Company” or “MONT”) whose address is: 27665 Forbes Road, Laguna Niguel, CA 92677.

R E C I T A L S

WHEREAS, the Consultant has been working for MONT as an independent contractor without compensation since January, 2008.

WHEREAS, MONT desires to compensate the Consultant for certain services previously rendered by Consultant to the Company prior to the Effective Date, as well as for similar services to be rendered by Consultant as of and subsequent to the Effective Date, and the Consultant desires to perform such services and to be compensated for her services;

WHEREAS, the parties seek to resolve any and all matters or disputes as stated herein relating to compensation owed to Consultant in connection with services previously rendered by Consultant to the Company, as set forth in Section 1 below;.

WHEREAS, as of the Effective Date MONT wishes to retain the Consultant on a short-term, non-exclusive basis as a corporate consultant, and Consultant desires to be retained by MONT on a short-term, non-exclusive basis, as the Company contemplates a change in management.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:

This Agreement includes MONT’s payment of full compensation, as set forth below for the following services previously performed by Consultant commencing as of January, 2008 and through the Effective Date:

•

building and maintaining the Company's Quickbooks file;

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maintaining financial records for the Company;

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entering transaction data, including accounts payable and accounts receivable;

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contacting customers for payment of accounts receivable;

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reconciling transactions against bank statements on a monthly basis;

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frequent communications by email or telephone with Company's officers/directors to keep them informed regarding financial position;

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initiating payment to vendors;

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preparing general ledger and trial balance;

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coordinating the preparation and delivery of GAAP financial statements to the auditor; and

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facilitating the completion and return of open items requested by the Company’s auditor.

The above-described services were provided by Consultant in connection with the Company’s preparation of approximately four annual and thirteen quarterly reports.

2. As partial consideration for the Company’s entering into this Agreement, the Consultant hereby the Consultant agrees to forebear taking any formal legal action against the Company for past unpaid services, and waives any and all claims with respect to compensation it is owed for such past unpaid services, except as otherwise expressly stated in Section 5 of this Agreement. Consultant agrees that this Agreement settles and resolves any and all disputes relating to the performance of such past, unpaid services, and by Consultant’s execution and delivery of this Agreement Consultant settles all such disputes and voluntarily releases the Company with respect to any obligations relating to such prior performed services, except with respect to the Company’s stated payment obligations as set forth below in Section 5.

3. Services and Term. Commencing as of the Effective Date, the Company shall retain Consultant, and Consultant hereby agrees to be retained by the Company, to provide similar services as provided in the past (see Section 1 above for description of services) until such time as the Company’s management can identify and hire her replacement or the Company provides Consultant with 14 days’ prior written notice of its decision to terminate this Agreement (the "Term") During the Term, Consultant shall agree to make herself available for the foregoing purposes and devote such business time and attention thereto as the parties shall mutually determine is required.

The Company understands that any and all suggestions, opinions or advice given to the Company by the Consultant are advisory only, and the ultimate responsibility, liability and decision regarding any action(s) taken or filings made lies solely with the Company and not with the Consultant.

4. Throughout the Term, the parties agree to reasonably cooperate in connection with the Company’s identification and hiring of a replacement for Consultant.

5. Compensation. As compensation to Consultant for entering into this Agreement, for services previously rendered to the Company as stated in Section 1 and for services to be rendered to the Company commencing as of the Effective Date and through the Term, as stated above in Section 3, the Company hereby grants to Consultant an option (the "Option") to purchase one hundred thousand (100,000) shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.05 per share, for total exercise price consideration of $5,000. The Option may be exercised, in whole or in part, for a period of the Term of this Agreement or sixty days after the expiration of the Term or the termination of this Agreement. The Option, pursuant to the consent of the Company's Board of Directors, shall be granted in the name of Marlena Niemann. The number of shares for which the Option is granted and the exercise price per share for the Option shares is subject to proportional adjustment by the Company in the event of stock splits and similar events. The Company hereby agrees to register the shares of common stock underlying the above referenced Option on a Form S-8 registration statement in the name of Marlena Niemann.

6. The Consultant hereby represents and warrants to MONT that:

6.1 Authority. The Consultant executing and delivering this Agreement has the authority to enter into this Agreement.

6.2 Enforceability. This constitutes a valid and binding agreement and is enforceable in accordance with its terms against Consultant, except as such enforceability may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

7. The Company hereby represents and warrants to Consultant that:

7.1 Authority. The individual(s) executing and delivering this Agreement on the Company's behalf has been duly authorized to do so, the signature of such individual is binding upon MONT.

7.2 Enforceability. MONT have duly executed and delivered this agreement constitutes a valid and binding agreement of MONT enforceable in accordance with its terms except as such enforceability may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

8. MISCELLANEOUS.

8.1 Assignment. This Agreement is not transferable or assignable, without the prior written consent of the other party; provided, however, that MONT shall have the unrestricted right to assign this Agreement to an affiliate of MONT or in connection with a sale of over 50% of the issued and outstanding capital stock of MONT or a sale by MONT of substantially all of MONT’s assets to a third party.

8.2 Execution and Delivery of Agreement. Each of the parties shall be entitled to rely on delivery by facsimile transmission of an executed copy of this Agreement by the other party, and acceptance of such facsimile copies shall create a valid and binding agreement between the parties.

8.3 Titles. The titles of the sections and subsections of this agreement are for the convenience of reference only and are not to be considered in construing this Agreement.

8.4 Severability. The invalidity or unenforceability of any particular provision of this agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

8.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.

8.6 Waiver and Amendment. Except as otherwise provided herein, the provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the mutual written agreement of MONT and Consultant.

8.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

8.8 Governing Law. This Agreement is governed by and shall be construed in accordance with the internal law of the State of Nevada without reference to its rules as to conflicts of law.

8.9 Any notice hereby required or permitted to be given pursuant to this Agreement shall be sufficiently given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such party stated below on the signature page of this Agreement or such other address as shall have been designated by written notice by such party to the other party in accordance with this Section 8.9. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.

8.10

Should suit be brought to enforce or interpret any part of this Agreement, the “prevailing party” shall be entitled to recover its costs of suit, including reasonable attorneys’ fees from the non-prevailing party.

8.11

Independent Contractor. Each of the parties understands and agrees that in connection with Consultant’s rendering of services pursuant to this Agreement, including without limitation any services rendered prior to the Effective Date, Consultant shall be deemed at all times to have been, or to be, an independent contractors with respect to the Company, and that under no circumstances shall Consultant be deemed an employee, agent, or representative of the Company. Consultant shall have no right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the Company.

8.12

Non-disclosure and Non-Use of Company Confidential Information; Non-solicitation/non-competition; Ownership of property, inventions, improvements and original works of authorship.

8.12.1

For purposes of this Agreement, Company Confidential Information means any confidential, proprietary, and/or trade secret information of the Company or material derived therefrom, unknown to the general public, which is disclosed by the Company to the Consultant under this Agreement and/or in connection with Consultant’s performance of the services described in Section 1 or Section 3 above. Company Confidential Information includes, without limitation, technical, trade secret, commercial, and financial information about either party’s (a) research or development; (b) marketing plans or techniques, contacts, or customers, including statistical sales information; (c) organization or operations; (d) business development plans (i.e., licensing, supply, acquisitions, divestitures, or combined marketing), forecasts or similar documents; (e) products, licenses, trademarks, patents, other types of intellectual property, or any other contractual right or interest, either as of, or subsequent to, the Effective Date; (f) information regarding employees or independent contractors hired or engaged by the Company; and (g) client databases and customer lists. All Company Confidential Information disclosed by the Company to Consultant in tangible form (including, without limitation, information incorporated in computer software) shall be and remain the property of the Company. Consultant shall neither use nor disclose Company Confidential Information from the Company for any purpose other Consultant’s rendering of the services pursuant to the Agreement. The parties hereto recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Company Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Company Confidential Information. Consultant shall not make, have made, use or sell for any purpose any product, service or other item using, incorporating or derived from any Company Confidential Information.

8.12.2

Upon the expiration or termination of this Agreement, Consultant shall return to the Company all tangible forms of Company Confidential Information then in its possession, including any and all copies and/or derivatives of Company Confidential Information made by Consultant as well as any writings, drawings, specifications, manuals, or other printed or electronically stored material based on, or derived from, Company Confidential Information. Any material or media not subject to return must be destroyed. Consultant shall not disclose to third parties any Company Confidential Information or any reports, recommendations, conclusions, or other results of work under this Agreement without prior consent of an officer of the Company. The obligations set forth in this Section 8.12, including the obligations of confidentiality and non-use, shall be continuing and shall survive the expiration or termination of this Agreement and will continue for a period of five (5) years.

8.12.3

The obligations of confidentiality and non-use set forth herein shall not apply to the following: (i) Company Confidential Information at or after such time that it is or becomes publicly available through no fault of the Consultant; (ii) Company Confidential Information that is already independently known to the Consultant as shown by prior written records; (iii) Company Confidential Information at or after such time that it is disclosed to the Consultant by a third party with the legal right to do so; or (iv) Company Confidential Information required to be disclosed pursuant to judicial process, court order, or administrative request, provided that the Consultant shall so notify the Company sufficiently prior to disclosing such Company Confidential Information as to permit the Company to seek a protective order.

8.12.4

As a material inducement for the Company to enter into this Agreement, Consultant agrees that during the Term of this Agreement, and for a period of three (3) years thereafter, Consultant will not directly or indirectly, individually, in partnership or in conjunction with any person, association or company, in any capacity whatsoever: (a) solicit, induce, or attempt to influence, directly or indirectly, any supplier, client, customer, or prospective supplier, client or customer of the Company to reduce, curtail or discontinue business with the Company; (b) employ or retain or attempt to employ or retain, directly or indirectly, any person who at that time is, or within twelve (12) months prior thereto had been, employed or retained by the Company; or (c) solicit, induce or attempt to influence, directly or indirectly, any employee or independent contractor of the Company to reduce, curtail or terminate his, her or its employment or independent contractor relationship with the Company. In addition, as a material inducement for the Company to enter into this Agreement, Consultant agrees that during the Term of this Agreement and for a period of three (3) years thereafter, Consultant will not directly or indirectly, individually, in partnership or in conjunction with any person, association or company, in any capacity whatsoever directly or indirectly, promote, sell or solicit orders for any products or services which, in the opinion of the Company, are in competition with the Company products or services.

8.12.4

Nothing in this Agreement is intended to grant any right Consultant under any patent, mask work right, copyright, trade secret or property right (including without limitation any intellectual property right) of the Company, and the parties understand and agree that any and all property owned by the Company prior to or subsequent to the Effective Date remain the exclusive property of the Company, notwithstanding the parties’ execution and delivery of this Agreement. All work arising from the services performed hereunder and all materials and products developed or prepared for Company by Consultant in connection with the Services performed hereunder are the exclusive property throughout the work of Company, and all right, title and interest therein shall vest in Company. All documentation, inventions, discoveries, processes, ideas, methods, designs, know-how, whether or not patentable, and other copyrightable materials developed or prepared by Consultant in connection with the services performed hereunder shall be assigned to the Company. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Consultant may conceive or make either alone or in conjunction with others, during the Term of this Agreement, which in any way pertain to or are connected with the services performed hereunder, shall be the sole and exclusive property throughout the world of Company; and Consultant, whenever requested to do so by Company, at Company’s expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which Company shall deem necessary or advisable in order to apply for and obtain copyrights, letters patent and other applicable statutory protection throughout the world for said inventions, ideas and discoveries, and in order to assign and convey to Company the sole and exclusive right, title and interest throughout the world in and to said inventions, discoveries, processes, ideas, methods, designs and know-how, or any applications, copyrights or patents thereof.

8.13 The parties acknowledge and agree that, if there is any breach by Consultant of the provisions of Section 8.12 of the Agreement, the Company will suffer irreparable injury that cannot be compensated by money damages and therefore will not have an adequate remedy at law. Accordingly, if the Company institutes an action or proceeding to enforce the provisions of Section 8.12 of this Agreement, the Company will be entitled to seek such injunctive relief, specific performance, or other equitable remedy from a court of competent jurisdiction as may be necessary or appropriate to prevent or curtail any such breach, threatened or actual. These rights will be in addition to and without prejudice to such other rights as the Company may have in law or in equity.

8.14 Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative, no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.

8.15 Except as otherwise expressly stated herein, termination of this Agreement for any reason shall not affect any of the rights or obligations of either Party that exists as of the date of termination, and which rights and obligations shall survive such termination.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the Effective Date.

Monster Offers

By: /s/ Paul Gain

Paul Gain

CEO

AGREED AND ACCEPTED

By: /s/ Marlena Niemann

Marlena Niemann

PO Box 887

Rancho Santa Fe, CA 92067

EX-23 6 ex231consent.htm AUDITOR'S CONSENT LETTER

Exhibit 23.1 Auditor's Consent Letter

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

U.S. Securities and Exchange Commission

Washington, DC 20549

Ladies and Gentlemen:

We consent to the incorporation by reference in this Form S-8 registration statement of the audited financial statements of Monster Offers for the year ended December 31, 2011 and our report dated April 16, 2012, included in its Form 10-K. We consent to all references to our firm included in or made a part of this registration statement.

Sincerely,

/s/ De Joya Griffith & Company, LLC

De Joya Griffith & Company, LLC

May 29, 2012