EX-99.2 BYLAWS 5 ex99-2.htm

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited Pro Forma Combined Balance Sheet is derived from the balance sheets of Monster Offers and Ad Shark, Inc. as of September 30, 2012. The unaudited Pro Forma Combined Balance Sheet reflects the merger between Monster Offers and Ad Shark, Inc. and assumes that such acquisition was consummated as of September 30, 2012. The following unaudited Pro Forma Combined Statements of Operations, derived from the Statements of Operations of Monster Offers and Ad Shark, Inc. for the nine months ended September 30, 2012, give effect to the merger as if it has occurred at December 31, 2011. The unaudited Pro Forma Combined Financial Statements account for the merger as a capital transaction in substance (and not a business combination of two operating entities) that would be equivalent to Monster Offers issuing securities to Ad Shark, Inc. in exchange for the net monetary assets of Ad Shark, Inc., accompanied by a recapitalization and, as a result, no goodwill relating to the merger will be recorded in the unaudited Pro Forma Combined Financial Statements.

The unaudited Pro Forma Combined Balance Sheet and Statements of Operations should be read in conjunction with the financial statements of Monster Offers included in the Form 10-K filing. The unaudited Pro Forma Combined Statements of Operations do not purport to represent what the results of operations would actually have been if the merger had occurred on the dated indicated or to project the results of operations from any future period or date. The pro forma adjustments, as described in the accompany data, are based on available information and the assumptions are set forth in the notes thereto, which management believes are reasonable.

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

SEPTEMBER 30, 2012

							Pro Forma			Pro Forma
	Monster Offers			Ad Shark, Inc.			Adjustments			Combined
Assets:
Current Assets
Cash	$	189		$	3			-		$	192
Accounts Receivable		2,423			-			-			2,423
Loan to related parties		-			297,781			-			297,781
Prepaid Expense		89,477			-			-			89,477
Total Current Assets		92,089			297,784			-			389,873

Other Assets:
Investment in Iconosys		100,000			-			-			100,000
Total Other Assets		100,000			-			-			100,000

Property and Equipment, net		-			1,445			-			1,445
Website, net		-			40,025			-			40,025

Total Assets	$	192,089		$	339,254			-			531,343

Liabilities:
Current Liabilities
Accounts Payable & Accrued Expenses	$	48,979		$	113,231			-		$	162,210
Accrued Interest		6,085			-			-			6,085
Due to Related Party		6,700			-			-			6,700
Notes Payable		13,250			-			-			13,250
Convertible Notes Payable, net of unamortized discount		60,667			-			-			60,667
Total Current Liabilities		135,681			113,231			-			248,912

Stockholders’ Equity (Deficit):
Monster Offers: Common Stock- par value $.001 authorized 75,000,000 shares, Issued 3,384,361 shares		3,384			-	(b)		27,940			31,324
Ad Shark, Inc: Common Stock- par value $.001 authorized 500,000,000 shares, Issued 7,776,098 shares		-			7,776	(b)		(7,776	)		-
Additional Paid in Capital		4,157,590			495,262	(a) (b)		(4,124,730	)		528,122
Stock Subscription Payable		450,750			150,000	(a)		(450,750	)		150,000
Deficit Accumulated During the Development Stage		(4,555,316	)		(427,015	) (b)		4,555,316			(427,015	)
Total Stockholders’ Deficit		56,408			226,023			-			282,431

Total Liabilities and Stockholders’ Deficit	$	192,089		$	339,254			-			531,343

The accompanying notes are an integral part of these pro forma financial statements.

F-1

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

									Pro Forma
	Monster Offers			Ad Shark, Inc.			Adjustments		Combined
Revenues	$	78,168		$	2,000		$	-	$	80,168
Costs of Services		-			-			-		-

Gross Margin		78,168			2,000			-		80,168

Operating Expenses:
Advertising		-			27,406			-		27,406
Bad Debt		1,250			-			-		1,250
Consulting		261,588			150,000			-		411,588
Officer Compensation		20,806			79,054			-		99,860
Professional Fees		23,005			25,402			-		48,407
Selling, General and Administrative		199,706			60,960			-		260,666
Operating Expenses		506,355			342,822			-		849,177

Operating (Loss)		(428,187	)		(340,822	)		-		(769,009	)

Other Income (Expense):
Interest Expense		(63,635	)		(7	)		-		(63,642	)
Interest Income		-			3,682			-		3,682
Other Income		-			40			-		40
Financing Fees		(16,148	)		-			-		(16,148	)
Loss on debt settlement		(2,514,865	)		-			-		(2,514,865	)
Other (Income) Expense		(2,594,648	)		3,715			-		(2,590,933	)

Net Loss	$	(3,022,835	)	$	(337,107	)	$	-	$	(3,359,942	)

Loss per Share, Basic & Diluted									$	(0.11	)

Weighted Average Shares Outstanding										29,821,521

The accompanying notes are an integral part of these financial statements.

F-2

MONSTER OFFERS

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The Unaudited Pro Forma Combined Financial Statements give effect to the following adjustments:

(a.) In November of 2012, Monster Offers acquired all the outstanding shares of Ad Shark, Inc. pursuant to the acquisition agreement. The shares of Ad Shark, Inc were cancelled upon the execution of the agreement.

(b.) Effective November 9, 2012, Monster Offers and Ad Shark, Inc. completed the acquisition agreement as where Ad Shark, Inc. became a wholly-owned subsidiary of Monster Offers. The shareholders of Ad Shark, Inc. were issued a total of 27,939,705 shares of Monster Offers common stock in exchange for their shares.

F-3

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited Pro Forma Combined Balance Sheet is derived from the balance sheets of Monster Offers and Ad Shark, Inc. as of December 31, 2011. The unaudited Pro Forma Combined Balance Sheet reflects the merger between Monster Offers and Ad Shark, Inc. and assumes that such acquisition was consummated as of December 31, 2011. The following unaudited Pro Forma Combined Statements of Operations, derived from the Statements of Operations of Monster Offers and Ad Shark, Inc. for the year ended December 31, 2011, give effect to the merger as if it has occurred at December 31, 2011. The unaudited Pro Forma Combined Financial Statements account for the merger as a capital transaction in substance (and not a business combination of two operating entities) that would be equivalent to Monster Offers issuing securities to Ad Shark, Inc. in exchange for the net monetary assets of Ad Shark, Inc., accompanied by a recapitalization and, as a result, no goodwill relating to the merger will be recorded in the unaudited Pro Forma Combined Financial Statements.

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

DECEMBER 31, 2011

							Pro Forma			Pro Forma
	Monster Offers			Ad Shark, Inc.			Adjustments			Combined
Assets:
Current Assets
Cash	$	3,817		$	-			-		$	3,817
Accounts Receivable		9,423			-			-			9,423
Prepaid Expense		26,272			-			-			26,272
Total Current Assets		39,512			-			-			39,512

Other Assets:
Unamortized Financing Fees		2,421			-			-			2,421
Investment in Iconosys		100,000			-			-			100,000
Other Assets		-			49,500			-			49,500
Total Other Assets		102,421			49,500			-			151,921

Property and Equipment, net		-			2,036			-			2,036
Website, net		-			55,777			-			55,777

Total Assets	$	141,933		$	107,313			-		$	249,246

Liabilities:
Current Liabilities
Accounts Payable & Accrued Expenses	$	58,229		$	39,193			-		$	97,422
Bank Overdraft		-			493						493
Accrued Interest		9,341			-			-			9,341
Unearned Revenue		33,333			-			-			33,333
Convertible Notes Payable, net of unamortized discount		176,330			-			-			176,330
Total Current Liabilities		277,233			39,686			-			316,919

Stockholders’ Equity (Deficit):
Monster Offers: Common Stock- par value $.001 authorized 75,000,000 shares, Issued 220,568 shares		221			-	(b)		27,940			28,161
Ad Shark, Inc: Common Stock- par value $.001 authorized 500,000,000 shares, Issued 0 shares		-			-			-			-
Additional Paid in Capital		910,385			2,285	(a) (b)		(1,405,171	)		(492,501	)
Stock Subscription Payable		486,575			155,250	(a)		(155,250	)		486,575
Deficit Accumulated During the Development Stage		(1,532,481	)		(89,908	) (b)		1,532,481			(89,908	)
Total Stockholders’ Deficit		(135,300	)		67,627			(0	)		(67,673	)

Total Liabilities and Stockholders’ Deficit	$	141,933		$	107,313			-			249,246

The accompanying notes are an integral part of these pro forma financial statements.

F-1

MONSTER OFFERS

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

									Pro Forma
	Monster Offers			Ad Shark, Inc.			Adjustments		Combined
Revenues	$	223,275		$	2,494		$	-	$	225,769
Costs of Services		-			-			-		-

Gross Margin		223,275			2,494			-		225,769

Operating Expenses:
Advertising		10,123			29,819			-		39,942
Amortization		24,565			9,851			-		34,416
Consulting		324,560			-			-		324,560
Officer Compensation		144,200			36,906			-		181,106
Professional Fees		32,589			7,985			-		40,574
Selling, General and Administrative		123,797			7,819			-		131,616
Operating Expenses		659,834			92,380			-		752,214

Operating (Loss)		(436,559	)		(89,886	)		-		(526,445	)

Other (Income) Expense:
Interest Expense		17,460			22			-		17,482
Financing Fees		120,268			-			-		120,268
Debt Forgiveness		(846	)		-			-		(846	)
Loss on Impairment		425,435			-			-		425,435
Other (Income) Expense		562,317			22			-		562,339

Net Loss	$	(998,876	)	$	(89,908	)	$	-	$	(1,088,784	)

Loss per Share, Basic & Diluted									$	(0.04	)

Weighted Average Shares Outstanding										28,160,273

The accompanying notes are an integral part of these financial statements.

F-2

MONSTER OFFERS

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The Unaudited Pro Forma Combined Financial Statements give effect to the following adjustments:

F-3