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MONT > SEC Filings for MONT > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for MONSTER OFFERS



Entry into a Material Definitive Agreement, Completion of Acquisition or Dispositi

Item 1.01 Entry into a Material Definitive Agreement

On November 9, 2012, Monster Offers, a Nevada corporation (the "Registrant" or "the Company" or the "Parent"), Monster Offers Acquisition Corporation, a Nevada corporation ("Merger Sub") and Ad Shark, Inc., a privately-held California corporation ("Ad Shark"), entered into a Acquisition Agreement and Plan of Merger (collectively the "Agreement") pursuant to which the Registrant, through its wholly-owned subsidiary, Merger Sub, acquired Ad Shark in exchange for 27,939,705 shares of the Registrant's unregistered restricted common stock (the "Merger Shares"), which were issued to the holders of Ad Shark stock based on their pro-rata ownership (the "Merger"). Following the Merger, the Parent will change its corporate name to Monster Mobile Marketing, Inc., which management believes reflects the Registrant's post-acquisition business focus. The transaction contemplated by the Agreement was intended to be a "tax-free" reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

Shareholders holding a majority of the voting power of Ad Shark have approved the acquisition, and as of the closing date of the Merger and after giving effect to the issuance of the Merger Shares, owners of the Merger Shares (and former Ad Shark shareholders) now own approximately 89.6% of the Registrant's common stock outstanding as of November 9, 2012.

Under Nevada law, the Registrant did not need the approval of its stockholders to consummate the acquisition and Merger, as the constituent corporations in the Merger were Merger Sub and Ad Shark, which are business entities incorporated under the laws of Nevada and California, respectively, and are in the same general business. The Registrant is not a constituent corporation in the Merger.

For accounting purposes, this transaction was being accounted for as a reverse merger ("Reverse Acquisition"), since immediately following the Merger, (i) the shareholders of Ad Shark would own a majority of the issued and outstanding shares of common stock of the Registrant, and (ii) the directors and executive officers of Ad Shark would become the directors and executive officers of the Registrant, such that the new board for the Registrant would consist of three directors. The Reverse Acquisition is a considered to be a related party transaction as the largest shareholder of the Registrant is a director and affiliate of both Ad Shark and Monster Offers.

Item 2.01 Completion of Acquisition or Disposition of Assets

Set forth below is certain information concerning the principal terms of the Merger and the business of the Registrant and Ad Shark.

Principal Terms of the Reverse Acquisition and Plan of Merger

At the Effective Time of the Merger (as defined in the Acquisition and Plan of Merger Agreement (the "Merger Agreement")), Merger Sub acquired 100% of the outstanding shares of Ad Shark. Immediately following the Merger, the separate existence of Merger Sub ceased, leaving the Parent as the surviving corporation from the Merger, and the Articles of Incorporation of the Parent and By-laws in effect immediately prior to the Effective Time remain the Articles of Incorporation and By-laws of the Parent, as the surviving corporation. As set forth in the filed Articles of Merger and set forth in the Agreement as a condition to the consummation of the Merger, the Parent will change its name to:
Monster Mobile Marketing, Inc. Also, one of the two directors of the Parent at the Effective Time of the Merger, who was also President of the Registrant at the time plans to resign his position as a director and as a corporate officer (in all capacities), and the new Board of Directors of the Parent will consist of three members, with one being a director that had been a board member prior to the closing of the Merger and two being newly appointed directors. Upon consummation of the Merger, the Registrant will appoint new corporate officers, such that the officers of the Registrant will be the same as the former officers of Ad Shark.

Each share of Ad Shark common stock (an aggregate of 122,375,910 shares) was converted into one share of the Registrant's common stock in the Reverse Acquisition, based on an exchange ratio of 4.38 to 1 reverse (the "Exchange Ratio"), where any fractional shares were rounded to whole shares and any shareholder who would own less than one hundred shares after the reverse exchange ratio was rounded up to one hundred shares. After the exchange ratio and rounding, a total of 27,939,705 additional shares of Registrant's common stock were issued and outstanding, which when added to the number of pre-Merger issued and outstanding shares of Registrant's common stock, resulted in 31,173,263 shares of Registrant's common stock being issued and outstanding.

Description of the Registrant

Monster Offers is a Daily Deal analytics provider and 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. More information can be found by visiting the company's websites located at and at


Ad Shark Business

Corporate History

Ad Shark was incorporated in California on April 12, 2011, as a wholly owned subsidiary of Iconosys, Inc., a privately held California corporation ("Iconosys") incorporated on November 17, 2009. The shareholders of Iconosys, at their annual shareholder meeting held on July 3, 2012, voted to approve the spin-off of Ad Shark from Iconosys. Following the shareholder meeting, the Board of Iconosys approved the spin-off. The shareholders of Iconosys received their pro-rata ownership in Ad Shark.


Ad Shark organizes advertising sales efforts by constructing a media and advertising delivery systems for Smartphone and Tablet app developers. Ad Shark's corporate mission is to capitalize on the growth of the mobile marketing industry, which some analysts have estimated to be increasing at an annual rate of about 100% per year.

Ad Shark organizes advertising sales efforts by constructing a media and advertising delivery system. Ad Shark's approach to integrating traditional internet advertising with optimized media and cutting edge ad delivery methods, all tailored specifically for the applicable Smart Device, OS or screen resolution platform, puts the company in an ideal position to compete for engagements involving advertising campaigns for mobile marketing services and products. At present, Ad Shark has more than 2,000 clients. For more on Ad Shark, Inc., see Ad Shark's website: (The information on Ad Shark's website is for reference purposes only, and is not meant or intended to be included as description of Ad Shark in this Current Report.)

Ad Shark, acts as the servicing vehicle for mobile communication advertising services sold to commercial clients. Ad Shark is developing a series of advertising accessories to establish a platform position in mobile marketing for the company with specific families of mobile devices.

In addition, Ad Shark serves as the marketing and sales support arm for Travel America Visitor Guide ("TAVG") directories, which is currently operated as a . . .

Item 3.02. Unregistered Sales of Equity Securities

As more fully described in Item 1.01 above, on November 9, 2012 , Monster Offers agreed to issue 27,939,705 shares of its unregistered common stock to the shareholders of Ad Shark in exchange for a one hundred (100%) percent ownership interest of Ad Shark. 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.

Before the Ad Shark shareholders received these unregistered securities each shareholder was known to us and our management, through a pre-existing business relationship, as a long standing business associate. We did not engage in any form of general solicitation or general advertising in connection with this transaction. These shareholders were provided access to all material information that they requested and all information necessary to verify such information, and each shareholder was afforded access to our management in connection with this transaction. The Ad Shark shareholders acquired these securities for investment purposes 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 5.01. Changes in Control of Registrant.

In connection with the Acquisition and Plan of Merger described in Section 2.01 of this Current Report on Form 8-K, the Board of Directors accepted the resignation of Paul Gain as an officer and director of the Registrant. Mr. Gain does not have any disagreements with the Company on any matter relating to its operations, policies or practices. As part of the Merger Agreement, Mr. Gain has agreed to work as a consultant for the Monster Offers as an independent contractor. (See Exhibit 10.21 entitled "Consulting Agreement.")

Prior to Mr. Gain's resignation, the board (i) added William F. Povondra, Jr. and Vikram M Pattarkine, Ph.D. as directors of the Registrant, and (ii) appointed the following officers of the Registrant -- (x) Wayne Irving II, as Chief Executive Officer and Chief Financial Officer, and (y) William F. Povondra, Jr., as Corporate Secretary.

No agreements exist among present or former controlling stockholders of the Registrant or present or former members of the Registrant with respect to the election of the members of the board of directors, and to the Registrant's knowledge, no other agreements exist which might result in a change of control of the Registrant.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 9, 2012, the Board of Directors approved by unanimous written consent the changing of the Company's corporate name from Monster Offers to Monster Mobile Marketing, Inc. Management believes the corporate name change best reflects the Registrant's post-Merger business focus. See attached Articles of Merger, Exhibit 3.4.

Item 9.01 Financial Statements and Exhibits.

(a): Financial Statements of Businesses Acquired. It is impracticable at this time for the Registrant to provide the financial statements of the business acquired that are required to be included herein. The Registrant undertakes to file such required financial statements as soon as practicable, but in no event later than January 18, 2013.

(b): Pro Forma Financial Information. It is impracticable at this time for the Registrant to provide the pro forma financial information that are required to be included herein. The Registrant undertakes to file such required pro forma financial information as soon as practicable, but in no event later than January 18, 2013.

(d) Exhibits:

 Exhibit         Exhibit Description           herewith      Form      Period Ending      Exhibit      Filing Date
   2.1    Acquisition Agreement and Plan of       X
          Merger, date November 9, 2012
         3.4     Articles of Merger, dated            X
                 November 9, 2012
        10.17    Employment Agreement with Wayne      X
                 Irving II, dated August 1, 2011
        10.18    ISO Agreement between Ad Shark       X
                 Inc, and Iconosys, Inc. dated
                 June 10, 2011
        10.19    Engagement Agreement between the     X
                 Law Office of Brandon S.
                 Chabner, a Professional
                 Corporation, and Ad Shark, Inc,
                 dated March 19, 2011
        10.20    Line of Credit Agreement between     X
                 Ad Shark, Inc and Iconosys,
                 Inc., dated June 19, 2012
        10.21    Consulting Agreement between Ad      X
                 Shark, Inc and Paul Gain, dated
                 June 1, 2012
        10.22    Consulting Agreement between Ad      X
                 Shark, Inc and Paul West dated
                 June 1, 2012

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