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EX-31.1 - SECTION 302 CERTIFICATION - Monster Arts Inc.ex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - Monster Arts Inc.ex321sec906.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark one)
   
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2012

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: 0-53266
 

MONSTER OFFERS

(Exact name of registrant as specified in its charter)

Nevada   27-1548306
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

P.O. Box 1092, Bonsall, CA 92003   92003
(Address of principal executive offices)   (Zip Code)

(760) 208-4905
(Registrant’s telephone number, including area code)

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 18, 2012, the registrant’s outstanding common stock consisted of 2,959,361 shares, $0.001 par value. Authorized – 75,000,000 shares.

 
 

 

 

Table of Contents

Monster Offers

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2012

PART I Financial Information 3
     
ITEM 1. Financial Statements 3
  Balance Sheets 3
  Unaudited Statements of Operations 4
  Unaudited Statements of Cash Flows 5
  Notes to the Unaudited Financial Statements 6
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
     
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
ITEM 4T. Controls and Procedures 21
     
PART II Other Information 25
     
ITEM 1. Legal Proceedings 25
     
ITEM 1A. Risk Factors 25
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
     
ITEM 3 Defaults Upon Senior Securities 25
     
ITEM 4 Submission of Matters to a Vote of Security Holders 25
     
ITEM 5 Other Information 25
     
ITEM 6 Exhibits 26
     
  SIGNATURES 27
     

 

 

 

 

2

 

 
 

 

Monster Offers

(A Development Stage Company)

Balance Sheets

(Unaudited)

 

  March 31, December 31,
  2012 2011
ASSETS    
     
Current assets    
Cash  $                  182  $             3,817
Accounts receivable                   6,673                 9,423
Prepaid expense                 22,690               26,272
Total current assets                 29,545               39,512
     
Other assets    
Unamortized financing fees                      466                 2,421
Investment in Iconosys               100,000             100,000
Total other assets               100,466             102,421
     
TOTAL ASSETS  $           130,011  $         141,933
     
     
LIABILITIES AND STOCKHOLDERS' DEFICIT    
     
Current Liabilities    
Accounts payable  $             57,728  $           58,229
Accrued interest                 14,722                 9,341
Unearned revenue                   8,333               33,333
Notes payable                    4,500                      -  
Convertible notes payable, net of unamortized discount    
of $2,804 and $15,001, respectively               163,838             176,330
Total current liabilities               249,121             277,233
     
Total liabilities               249,121             277,233
     
Stockholders' deficit    
Common stock - $0.001 par value,     
75,000,000 shares authorized, 242,339    
and 220,568 shares issued and outstanding    
as of 3/31/2012 and 12/31/2011, respectively                      242                    221
Additional paid in capital               971,779             910,385
Treasury stock 40,000 and 40,000 shares as of 3/31/12 and    
12/31/11, respectively                         -                        -  
Common stock payable               450,750             486,575
Accumulated deficit during development stage           (1,541,881)        (1,532,481)
Total stockholders' deficit              (119,110)           (135,300)
     
TOTAL LIABILITES AND STOCKHOLDERS' DEFICIT  $           130,011  $         141,933

 

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

 

3

 
 

 

Monster Offers

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

      Inception
  For the three months ended (February 23, 2007)
  March 31, March 31,
  2012 2011 2012
       
REVENUES      
Commission revenue  $         16,500  $               8,000  $                 173,885
Commission revenue - related party                    -                     2,000                     326,247
License revenue             25,000                         -                         91,667
Services               5,000                         -                           5,000
Services - related party                    -                        623                       73,201
Total revenues             46,500                 10,623                     670,000
       
Cost of goods      
Commission paid - related party                    -                           -                       249,828
Total cost of goods                    -                           -                       249,828
       
Gross profit             46,500                 10,623                     420,172
       
EXPENSES      
Advertising                    -                     1,535                       35,901
Bad debt expense               1,250                         -                           1,250
Amortization                    -                           -                         24,565
Audit fees               4,500                 13,830                       51,974
Expenses of spinoff                    -                        200                         5,810
General and administrative               7,390                 34,631                     289,204
Professional fees                    -                   11,370                       24,723
Officer compensation             10,550                 35,500                     214,750
Strategic alliance costs               3,583                         -                         13,636
Impairment loss                    -                           -                       425,435
Consulting services               9,183                 97,317                     744,361
Total operating expenses             36,455               194,383                  1,831,608
       
Other expenses      
Interest expense             (5,381)                 (3,542)                      (24,672)
Financing fees           (14,064)               (23,016)                    (146,229)
Debt forgiveness                    -                           -                           6,456
Refund of expense                    -                           -                         34,000
Total other expenses           (19,445)               (26,558)                    (130,445)
       
Net loss  $         (9,400)  $         (210,318)  $             (1,541,881)
       
Net loss per share - basic   $           (0.04)                   (1.04)  
       
Weighted average number of common       
shares outstanding - basic           228,357               202,496  

 

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

4

 
 

 

Monster Offers

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

      Inception
  For the three months ended (February 23, 2007)
  March 31, March 31,
  2012 2011 2012
       
OPERATING ACTIVITIES      
Net loss               (9,400)              (494,195)                (1,541,881)
Adjustments to reconcile net loss       
to net cash used by operating activities:      
Impairment loss                      -                            -                       425,435
Non-cash compensation                      -                            -                           8,400
License revenue - non cash             (25,000)                          -                       (91,667)
Forgiveness of debt                      -                            -                            (846)
Financing fees               12,917                  11,899                     142,756
Bad debt                 1,250                          -                           1,250
Stock options issued for services                    181                462,436                     633,668
Strategic alliance costs                 3,582                          -                         13,635
Amortization                      -                            -                         24,565
Changes in operating assets and liabilities:      
Increase in prepaid stock compensation                      -                  (51,667)                               -  
Decrease (increase) in accounts receivable                 1,500                  (4,117)                       (7,923)
(Increase) decrease in unamortized financing fees                 1,955                  (5,296)                       (1,033)
Increase (decrease) in accounts payable                  (501)                    9,450                       54,376
Increase in accrued interest                 5,381                    1,831                       24,917
Net cash used by operating activities               (8,135)                (69,659)                   (314,348)
       
FINANCING ACTIVITIES      
Proceeds from convertible notes payable                      -                    88,000                     240,500
Proceeds from issuance of note payable                 4,500                           4,500
Proceeds from issuance of common  stock                      -                            -                         68,545
Contributed capital                      -                            -                              985
Net cash provided by financing activities                 4,500                  88,000                     314,530
       
NET CHANGE IN CASH               (3,635)                  18,341                            182
       
CASH AND CASH EQUIVALENTS -       
BEGINNING OF PERIOD                 3,817                  18,190                               -  
       
CASH AND CASH EQUIVALENTS -       
END OF PERIOD  $                182  $              36,531  $                        182
       
SUPPLEMENTAL DISCLOSURES:      
Interest paid  $                  -    $                      -    $                           -  
Income taxes paid  $                  -    $                      -    $                           -  
Non-cash investing and financing activities:      
Stock issued for purchase of license  $                  -    $                8,000  $                 450,000
Stock issued for conversion of notes payable  $           25,410  $                      -    $                 227,958
Investment in Iconosys  $                  -    $                      -    $                 100,000
Stock issued to settle stock payable to Iconosys $            35,825                          - $                    35,825

 

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

5

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

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 March 31, 2012 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, 2011 audited financial statements. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the operating results for the full year.

 

 

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. Since inception (February 23, 2007) through March 31, 2012, the Company recognized an accumulated deficit during development stage of approximately ($1,541,881). The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company’s ability to raise additional capital as required.

 

Management plans to raise equity capital to finance the operating and capital requirements of the Company, and also plans to pursue acquisition opportunities of other revenue-generating companies that provide complementary capabilities to that of the Company. Amounts raised will be used for further development of the Company's products and services, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is devoting 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

 

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Year-end

The Company’s fiscal year-end is December 31.

 

Basis of Accounting

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

 

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. As of March 31, 2012 and December 31, 2011, there are no cash equivalents.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, 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 other 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.

 

Earnings per Share

Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock that were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity.

 

 

7

 
 

 

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

Accounts receivable

Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance. As of March 31, 2012 and December 31, 2011, we have $6,673 and $9,423, respectively, in accounts receivable and no amounts charged to allowance for doubtful accounts.

 

Fair Value of Financial Instruments

The carrying amounts of the financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to the short maturities of these financial instruments. The notes payable are also considered financial instruments whose carrying amounts approximate fair values.

 

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

 

Income Taxes

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

Recent Accounting Pronouncements

We have examined all recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company.

 

8

 
 

 

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

NOTE 4 - STOCKHOLDERS' (DEFICIT)

 

Common Stock

 

The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.

 

On February 14, 2012, the Company issued 10,753 shares of common stock to Asher Enterprises for the conversion of $10,000 in principal of outstanding convertible notes payable. See Note 6 for further details of these conversions.

 

On February 23, 2012, the Company issued 834 shares of common stock to Iconosys to satisfy $35,825 of stock payable as part of the license agreement entered into on May 16, 2011. See Note 7.

 

On March 13, 2012, the Company issued 10,186 shares of common stock to Asher Enterprises for the conversion of $5,500 in principal of outstanding convertible notes payable. See Note 6 for further details of these conversions.

 

Stock Options

 

On March 14, 2011, as part of the Strategic Alliance and Licensing agreement mentioned above, the Company entered into a consulting agreement with SSL5, providing stock options and a seat on the Monster Offers board of directors to develop ongoing product strategy and development services. In accordance with the terms of the agreement, the consulting company is entitled to purchase a total of 6,667 unregistered restricted shares of the Company over the term of the agreement of two years. Upon the completion of each 6-month period, a total of 1,667 shares will become vested and available for purchase by the Consultant. The price of these shares will be at $0.30 per share, or par value. In the event that the Company is sold or merged with another company, all remaining unvested shares will become fully vested immediately prior to any such transaction.

 

As of September 13, 2011, 1,667 shares fully vested in accordance with the agreement and were revalued at $12,192 using the Black-Scholes option pricing model based upon the following assumptions: term of 1.5 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 183%.

 

As of March 13, 2012, 1,667 shares fully vested in accordance with the agreement and were revalued at $2,241 using the Black-Scholes option pricing model based upon the following assumptions: term of 1 year, risk free interest rate of 0.20%, a dividend yield of 0% and a volatility rate of 220%.

 

A pro-rated portion of the unvested stock options for the service period from March 14 to March 31, 2012, totaling 139 shares, have been valued at $119 using the Black-Scholes option pricing model based upon the following assumptions: term of .95 years, risk free interest rate of 0.19%, a dividend yield of 0% and a volatility rate of 229%.

 

9

 
 

 

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

NOTE 5 - DRAWDOWN EQUITY FINANCING AGREEMENT

 

During the three months ended March 31, 2012 no additional sales have been made in accordance with this agreement.

 

 

NOTE 6 - CONVERTIBLE NOTES PAYABLE

 

On April 25, 2011, a fourth convertible note payable in the amount of $40,000 was entered into with Asher Enterprises, the maturity date being January 27, 2012, with interest accruing at 8% per annum. The original issue discount note, as described in ASC 480-55, 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. If the Note is not paid in full with interest on the maturity date, the note holder has the same right to convert this Note into restricted common shares of the Company with the same discount as the prior notes. On February 14, 2012, $10,000 of the principal balance was converted into 10,753 shares. On March 13, 2012, an additional $5,500 of the principal balance was converted into 10,186 shares. The remaining principal of $24,500 remains as of March 31, 2012 and the discount has been fully amortized. For the three months ended March 31, 2012, $2,842 of discount had been amortized and expensed. Subsequent to March 31, 2012, the Company repaid the entire principal balance of this note and the note dated May 16, 2011, reduced from the total of $82,500 to $73,500 plus accrued interest of $17,800. See Note 11, Subsequent events.

 

On May 16, 2011, the Company entered into an agreement with Tangiers Investors, LP, a Delaware limited partnership, an accredited investor, whereby Tangiers Investors loaned the Company the aggregate principal amount of $50,000, less $500 for costs of the loan transaction and $4,000 fee to be paid to a third party, together with any interest at the rate of seven percent (7%) per annum, until the maturity date of May 7, 2012. The original issue discount note, as described in ASC 480-55, 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 75% multiplied by the Market Price (representing a discount rate of 25%). "Market Price" means the lowest trading price for the Common Stock during the seven (7) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. The original issue discount note is for $50,000 and a discount of $2,083 remains as of December 31, 2011. For the three months ended March 31, 2012, $4,167 of discount had been amortized and expensed. Subsequent to March 31, 2012, the Company repaid the entire principal balance of this note and the note dated May 16, 2011, reduced from the total of $82,500 to $73,500 plus accrued interest of $17,800. See Note 11, Subsequent events.

 

On June 1, 2011, a fifth convertible note payable in the amount of $32,500 was entered into with Asher Enterprises. The original issue discount note, as described in ASC 480-55, 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 55% multiplied by the Market Price (representing a discount rate of 45%). "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. The original issue discount note is for $32,500 and the discount has been fully amortized as of March 31, 2012. For the three months ended March 31, 2012, $5,909 of discount had been amortized and expensed.

 

10

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

NOTE 7 – STRATEGIC ALLIANCE & LICENSING AGREEMENTS

 

SSL5

 

On March 14, 2011, Monster Offers (the "Company") entered into Strategic Alliance and Licensing Agreement with SSL5, a Nevada corporation. SSL5 has developed technology services pertaining to a mobile financial services platform, which provides secure person-to-person mobile money transfer services. Monster Offers and SSL5 formed a strategic alliance with respect to the integration, use and commercialization of Monster Offers and SSL5 Existing Intellectual Property to create new and derivative intellectual property to introduce to various markets. Monster Offers obtained a license of the Existing SSL5 Intellectual Property for the exclusive use of the strategic alliance. As consideration for this license, Monster Offers issued 10,000 of its unregistered restricted shares to SSL5. These shares were valued at the market rate of $45 per share, for a total of $450,000 and recorded as stock payable.

 

At year end, management performed an impairment analysis on the license asset and determined that impairment was due to the fact that as of December 31, 2011 the Company had not had significant forward-moving activity or use of the licensed intellectual property and could not reasonably predict the use of the license at year end. The Company does however still plan to pursue further development and marketing activities associated with this License. An impairment loss of $425,435 was recognized during the year ended December 31, 2011. The remaining book value of is $0 as of December 31, 2011. Amortization expense for the years ended December 31, 2011 and 2010 was $24,565 and $0, respectively.

 

Monster Offers and SSL5 plan to establish a new company as a 100% owned subsidiary of Monster Offers, in the State of Nevada, and to contribute the license of the Existing SSL5 Intellectual Property into the new subsidiary for its use and future development of new and derivative intellectual property. Any new and derivative intellectual property developed in conjunction with this Strategic Alliance and Licensing Agreement shall be owned exclusively by the new subsidiary. As of March 31, 2012, the subsidiary entity had not yet been established.

 

As further consideration, the Company entered into a consulting agreement with SSL5, providing stock options and a seat on the Monster Offers board of directors to develop ongoing product strategy and development services. In accordance with the terms of the agreement, the Consulting Company is entitled to purchase a total of 6,667 unregistered restricted shares of the Company over the term of the agreement of two years. Upon the completion of each 6-month period, a total of 1,667 options will become vested and available for purchase by the Consultant. In the event that the Company is sold or merged with another company, all remaining unvested options will become fully vested immediately prior to any such transaction.

 

As of September 13, 2011, 1,667 options have fully vested in accordance with the agreement and were revalued at $12,192 using the Black-Scholes option pricing model based upon the following assumptions: term of 1.5 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 183%.

 

 

11

 
 

 

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

As of March 13, 2012, 1,667 options fully vested in accordance with the agreement and were revalued at $2,241 using the Black-Scholes option pricing model based upon the following assumptions: term of 1 year, risk free interest rate of 0.20%, a dividend yield of 0% and a volatility rate of 220%.

 

A pro-rated portion of the unvested stock options for the service period from March 14 to March 31, 2012, totaling 139 shares, have been valued at $119 using the Black-Scholes option pricing model based upon the following assumptions: term of .95 years, risk free interest rate of 0.19%, a dividend yield of 0% and a volatility rate of 229%.

 

Iconosys

 

On May 16, 2011, the Company entered into a Strategic Alliance and License Agreement with Iconosys, Inc., a California corporation. Iconosys has developed proprietary mobile applications and technology and engaged in the business of mobile communication application design related services. Monster Offers and Iconosys formed a strategic alliance with respect to the integration, use and commercialization of Monster Offers and Iconosys existing Intellectual Property to create new and derivative intellectual property to introduce to various markets.

 

Iconosys obtained a license of the Existing Monster Offers Tier 1 Zala Merchant license with the ability to promote and sign up Zala account holders and participate in a revenue sharing model with Monster Offers. As consideration for this license, Iconosys issued 3,333 of its unregistered restricted shares to Monster Offers. Since Iconosys is not a publicly-traded corporation, these shares were valued at a fair value based upon a fair value of similar shares sold under a private placement memorandum by Iconosys at rate of $30 per share, for a total of $100,000. The shares of Iconosys common stock received were recorded as an investment in Iconosys on the balance sheet for $100,000. The investment is evaluated for indicators of impairment on an annual basis, in accordance with ASC 350-10 "Intangibles - Goodwill and Other".

 

The Company recognized a value in the intellectual property exchange with Iconosys. The fair value of the shares ($100,000) was recognized as unearned license revenue and is being recognized over one year, the term of the license agreement. As of March 31, 2012, the Company had recognized $91,667 in license revenue.

 

In accordance with the terms of the agreement, Iconosys will provide services to Monster Offers relating to its Deal Buzzer mobile application and to integrate the Monster Offers existing intellectual property into mobile applications it currently designs and produces. As consideration for the services performed by Iconosys, Monster Offers issued 834 shares of unregistered, restricted common stock, an initial cash payment of $500, and future payments as part of a revenue share participation portion of the agreement. The 834 shares issued to Iconosys were valued at the market value $43 per share for a total of $35,825 in prepaid expenses that will be recognized over the term of the agreement, or approximately 30 months. For the three months ended March 31, 2012, the Company recognized $3,583 in strategic alliance expenses. On February 23, 2012, the Company issued the 834 shares from stock payable for a total of $35,825.

 

The term of the strategic alliance and this agreement commenced on May 6, 2011 and will end on November 5, 2013, unless terminated earlier in accordance with the agreement.

 

12

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

NOTE 8 – CONSULTING AGREEMENT

 

On April 21, 2011, the Company entered into a consulting agreement for services related to raising funds for the Company. The terms of the agreement call for a percentage of monies received by contacts provided by the consultant in the following scale:

 

Up to $1 million raised 8.00%
$1,000,001 to $2 million 6.50%
$2,000,001 to $4 million 5.50%
$4,000,001 and above 4.50%

 

As of March 31, 2012, the Company has received $50,000 in convertible notes payable from contacts gained from this agreement and has paid 8 percent of those monies received, in accordance with this agreement, to the consultant for a total of $4,000.

 

 

NOTE 9 – SIGNIFICANT SOURCE OF REVENUE

 

On June 14, 2011, the Company executed a Services Agreement with Gannett, Inc., a Delaware corporation. In accordance with the Agreement, Monster Offers will track the performance of mutually agreed upon third-party "deal of the day" sites ("DOTD") that serve users in the applicable Gannett Markets, and will create reports describing the performance of deals distributed on such DOTD sites

 

This Agreement commenced on July 1, 2011 and ended on Oct 6, 2011. This agreement accounted for approximately 60% of the Company’s revenues at the time.

 

 

NOTE 10 - RELATED PARTY TRANSACTIONS

 

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.

 

 

13

 
 

 

Monster Offers

(A Development Stage Company)

Notes to the Financial Statements

 

 

NOTE 11 – SUBSEQUENT EVENTS

 

Convertible Note

 

On April 17, 2012, Asher Enterprises converted $1,300 of discounted convertible note principal balance into 11,217 shares of common stock.

 

In April 2012, the Company paid the remaining balance of the convertible notes payable with Asher Enterprises in full, including interest, totaling $73,500. The outstanding principal balance of the remaining two convertible notes totaled $83,550, which was negotiated down to $73,500, and $17,800 was paid in interest.

 

Consulting Agreements

 

On April 20, 2012, the Company entered into a 2 month consulting agreement. As compensation for the services rendered, the consultant will receive 5,000 restricted shares of common stock. Fair value of these shares at the agreement date was approximately $4,000 and will be recognized over the two month term of the agreement.

 

On April 22, 2012, the Company entered into a mobile applications development consulting agreement. The term of the agreement is one year, and the consultant will be compensated with $25,000 in common stock, in accordance with the terms of the agreement. Additionally, the consultant shall be paid a revenue share equal to 10% of the revenues received by the Company from the use and implementation of the mobile application developed by the consultant.

 

Stock Issued for Debt

 

On April 26, 2012, the Company issued a total of 2,700,000 shares of common stock to two investors in exchange for paying $94,621 of the Company’s debts and expenses.

 

Stock Repurchase Program

 

On April 3, 2012, the Company authorized a stock repurchase program under which up to 33,334 shares of the Company’s common stock will be repurchased by the Company over the next three months. The shares may be purchased from time to time in the open market, in block transactions or otherwise, in accordance with applicable U. S. Securities and Exchange Commission rules.

 

New Board Member

 

In May 2012, the Company elected Wayne Irving as Chairman of the Board of Directors. Mr. Irving currently also serves on the Board and holds the office of Chief Executive Officer of Iconosys, Inc.

 

Change of Control

 

On April 26, 2012, the Company underwent a change of control of ownership as a result of the 2,400,000 shares issued in exchange for the payments of debts. When Mr. Wayne Irving acquired 2,400,000 unregistered restricted shares, he acquired 81.8% ownership in the issued and outstanding shares of the Company. When Jeff Keller; acquired 300,000 unregistered restricted shares, he acquired 10.2% ownership in the issued and outstanding shares of the Company.

 

14

 
 

 

 

Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Information

 

The Company from time to time may 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 on Form 10-K for the fiscal year ended December 31, 2011.

 

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. On December 11, 2007, the Company amended its Articles of Incorporation changing its name from Tropical PC Acquisition Corporation to Monster Offers.

 

 

 

 

 

 

15

 
 

 

 

 

Our Business

 

Monster Offers is a daily deal aggregator, collecting daily deals from multiple sites in local communities across the U.S. and Canada. Focused on providing innovation and utility for Daily Deal consumers and providers, the company collects and publishes thousands of daily deals and allows consumers to organize these deals by geography or product categories, or to personalize the results using keyword search.

We utilize proprietary technology that we have developed, acquired, and/or licensed to deploy our products and services.

 

Our primary services include the aggregation and promotion of Daily Deals to consumers via our primary website; www.monsteroffers.com which provides search capabilities for users to quickly find Daily Deals based on filtering algorithms, zip code, predictive text search by city, and by user preferences.

The Company earns fees from data reporting services, traffic generation, and from our affiliate partners via marketing services including the online promotion of its affiliate partners daily deals through its website www.monsteroffers.com, selling of industry data and analysis reports, and executing internet and social marketing campaigns for customers. Our affiliate program partners are also offered search result placement and other benefits including the ability to participate in early release or beta programs for new innovations that the Company offers.

 

Current and potential customers include media and content publishers, advertisers, direct marketers, and advertising agencies seeking to increase brand impressions, sales, and customer contact through online marketing initiatives. Our customers also utilize our products and services to analyze the competitive landscape within their target markets. All transactional services revenues are recognized on a gross basis.

 

Marketing Strategy

 

The Monster Offers website generates page views from consumers searching the Internet for Daily Deals and other relevant information. As users search through the various deals that are presented via the website, they click on specific partner deals for additional information and are directed to our partner websites whereby they can purchase an advertised deal or offer directly. In these instances, the information about the user and the Monster Offers referral to a partner website is tracked and the affiliate partner then pays Monster Offers a fee, typically a percentage of the total transaction that occurs on the partner website. Monster Offers also earns fees from other content providers and advertisers based on the volume of traffic the Monster Offers site generates and the number of times content is displayed to potential consumers.

 

Monster Offers has also recently entered the mobile money payment market via a strategic alliance and exclusive license to technology developed by SSL5. Monster Offers plans to add significant ease-of-use functionality for the consumer to its website and to expand its affiliate partner network further leveraging this new technology in 2011.

 

 

 

16

 
 

 

 

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 through Daily Deal applications. These traffic publishers choose, manage, and execute marketing cost per action client campaigns. They are also provided with real-time commission tracking.

 

Software Development

 

We utilize the services of outsourced contractors for the development of our software technology. We also utilize the services of technology consultants to assist in the development of our strategic product development roadmap, and the ongoing management of all software development outsourced contractors. As the Company continues to grow, we may hire direct employees to fill various technology management, development, testing and quality control roles as needed.

 

Competition

 

The Daily Deal advertising and marketing industry is highly competitive. Management believes that the ability to provide innovative consumer and business solutions that fulfill unmet industry needs is a competitive advantage.

 

A number of companies are active in specific aspects of our business. As a Daily Deal provider, Monster Offers would face competition from a growing list of other Daily Deal providers including Groupon, Living Social, Travelzoo, and literally hundreds of smaller start-up companies who continue to emerge in the Daily Deal market. These companies all aim to offer online "Daily Deals" directly to the consumer. Rather than compete with all of these companies, the Monster Offers business model is to "aggregate" the Daily Deals that are offered by these companies into a single website making it easier and more convenient for the consumer to search and purchase the deals that they seek.

 

As a Daily Deal aggregator, Monster Offers does face a growing number of other companies with a similar aggregation model including Yipit, thedealmap, 8coupons, and others. Monster Offers plans to leverage its latest innovations in mobile banking and money sharing technology with prospective competitors to turn competitors into partners, therefore reducing any substantial direct competition in the Daily Deal industry.

 

17

 
 

 

Iconosys

 

On May 16, 2011, the Company entered into a Strategic Alliance and License Agreement with Iconosys, Inc., a California corporation. Iconosys has developed proprietary mobile applications and technology and engaged in the business of mobile communication application design related services. Monster Offers and Iconosys formed a strategic alliance with respect to the integration, use and commercialization of Monster Offers and Iconosys existing Intellectual Property to create new and derivative intellectual property to introduce to various markets.

 

 

Results of Operations for the quarters ended March 31, 2012 and 2011

 

Revenues

 

During the three month period ended March 31, 2012, the Company generated $46,500 in revenues as compared to $10,623 for the same period last year. Management does not expect to receive any significant related party revenues through the end of its fiscal year. There can be no assurances that the Company can be profitable or that the Company will not incur operating losses in the future.

 

For the three months ending March 31, 2012, the Company experienced general and administrative expenses of $7,390 as compared to general and administrative expenses of $34,631 for the same period last year. For the three months ending March 31, 2012, the Company expensed advertising fees of $0 as compared to $1,535 in advertising fees for the same period last year. For the three months ending March 31, 2012, the Company expensed consulting compensation of $9,183 as compared to $97,317 in consulting compensation for the same period last year. For the three months ending March 31, 2012, the Company expensed audit fees of $4,500 as compared to $13,830 in audit fees for the same period last year. For the three months ending March 31, 2012, the Company expensed officer compensation of $10,550 as compared to $35,500 in officer compensation for the same period last year. Total operating expenses for the quarter ending March 31, 2012 were $36,455 versus $194,383 for the same period last year.

 

For the three months ended March 31, 2012, the Company had $(9,400) in net losses or $(0.04) per share as compared to a net loss of $(210,318) or $(1.04) for the same period last year.

 

Since the Company's inception, on February 23, 2007, the Company had a net loss of $(1,541,879).

 

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 as well as building its infrastructure will most likely curtail any significant profits.

 

18

 
 

 

 

Notwithstanding, the Company anticipates it will continue to generate losses and therefore it may be unable to continue operations in the future. Originally, management anticipated a need to raise $475,000 to fully implement its business plan. After careful consideration and a detailed analysis by new management, the Company now expects it will need to raise $5,000,000 to forward its business plan, and Monster Offers would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to Monster Offers, especially with the current economic environment.

 

Based on current cash on hand of $182 as of March 31, 2012, current assets of $29,545 and $249,121 in current liabilities, management is concerned that Monster Offers may not have sufficient funds to meet its financial obligations for the next twelve months. Management believes it has sufficient cash reserves to keep the Company operational through the fourth quarter. Management will need to obtain outside funding to keep the Company operational beyond the third quarter. There are no assurances that management will be able to secure outside funding. Management anticipates that the Company will need to spend a minimum of $15,000 over the next twelve months to pay for audit and legal fees to keep the company fully reporting. Failure to secure additional funding can result in the company being fully reporting, but not operational. The Company will require additional funds to build its business infrastructure. 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.

 

If the Company falls short of capital to keep the Company fully reporting, our officers/directors have agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months. No agreement exists that our officers/directors will continue to donate funds to the operations of the Company for the next twelve months; therefore, there is no guarantee that they will continue to do so in the future.

 

Going Concern

 

Going Concern - The Company has recognized an accumulated deficit since inception (February 23, 2007) through March 31, 2012 of $(1,541,881). Although the Company has recognized total revenues of $670,000 with gross profits of $420,172, since inception (February 23, 2007) through March 31, 2012, 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.

 

19

 
 

 

 

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.

 

Significant changes in the number of employees

 

As of March 31, 2012, we did not have any employees. We are dependent upon our officers and directors 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 March 31, 2012, our current assets were $29,545 and our current liabilities were $249,121. As of March 31, 2012, our total assets were $130,011 compared to total assets of $141,933 as of December 31, 2011. Total assets as of March 31, 2012 consisted of $182 in cash, $6,673 in accounts receivable, prepaid expense of $22,690, $466 in unamortized financing fees and $100,000 in an investment. As of March 31, 2012, our current and total liabilities were $249,121 compared to current and total liabilities of $277,233 as of December 31, 2011. Our liabilities consisted of $57,728 in accounts payable, $14,722 in accrued interest, $8,333 in unearned revenue, $4,500 in notes payable and $163,838 in convertible notes payable.

 

Stockholders' deficit decreased from $(135,300) as of December 31, 2011 to $(119,110) as of March 31, 2012.

 

We have not generated positive cash flows from operating activities. For the three months ended March 31, 2012, net cash flow used in operating activities was $(8,135) compared to net cash flow used in operating activities of $(69,659) for the three months ended March 31, 2011.

 

During the three month periods ended March 31, 2012 and March 31, 2011, net cash flow provided from financing activities was $4,500 and $88,000, respectively.

 

 

20

 
 

 

 

 

On April 26, 2012, the Company issued a total of 2,400,000 shares of common stock to two investors in exchange for paying $94,621 of the Company’s debts and expenses.

 

The Company has no employment agreements in place with its officers, nor does the Company owe its officers any accrued compensation. ,

 

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 of 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 and service agreements 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, who is also the sole member of our Board of Directors, has 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."

 

 

21

 
 

 

 

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:

 

  • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
  • 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
  • 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 March 31, 2012. 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 March 31, 2012.

 

 

 

 

22

 
 

 

 

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)          insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

 

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 ended March 31, 2012. 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 believes that the material weaknesses set forth in item (2) above did not have an effect on our financial results. 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. 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:

 

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.

 

 

23

 
 

 

 

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.

 

 

 

 

24

 

 

 
 

 

 

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, 2011 and the discussion in Item 1, above, under "Liquidity and Capital

Resources."

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

Subsequent

On February 23, 2012, the Company issued 834 shares of common stock to Iconosys to satisfy $35,825 of stock payable as part of the license agreement entered into on May 16, 2011.

 

On April 26, 2012, the Company issued a total of 2,400,000 shares of common stock to two investors in exchange for paying $94,621 of the Company’s debts and expenses.

 

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. The investors who received the shares are financially sophisticated individuals. Before they received these unregistered securities, they were 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 transaction. The investors were provided access to all material information, which they requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. The investors acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained 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.

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Item 6 - Exhibits

 

 

Exhibit Number   Ref   Description of Document
         
         
31.1       Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
         
32.1       Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
         
101   *   The following materials from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language):
         
        (1) Balance Sheets at March 31, 2012 (unaudited), and December 31, 2011 (audited)
         
       

(2) Unaudited Statements of Operations for the three-month periods ended

March 31, 2012 and 2011, and the period from February 23, 2007 (inception)

to February 29, 2012

         
       

(3) Unaudited Statements of Cash Flows for the three-month periods ended March 31,

2012 and 2011, and the period from February 23, 2007 (inception) to March 31,

2012

         
        (4)    Notes to the financial statements statements.
         

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

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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, thereunto duly authorized.

 

Date: May 18, 2012

  Monster Offers
  By: /s/ Paul Gain
  Paul Gain
Director and CEO (principal executive, financial and accounting officer)

 

 

 

 

 

 

 

 

 

 

 

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