UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

[X]     QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: 
September 30, 2011

or

[ ]     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________
to _____________



MONSTER OFFERS

(Exact name of registrant as specified
in its charter)



|Nevada                            | 000-53266    | 26-1548306         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

4056 Valle Del Sol, Bonsall, CA 92003
Mail Delivery – P.O. Box 1092, Bonsall, CA 92003(Address of Principal Executive Offices) (Zip Code)

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

N/A(Former name or former address and former fiscal year, if changed since last report)

_________________

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 filero | Accelerated filero | Non-accelerated filero | Smaller reporting company  [X]
|------------------------ | ------------------ | ---------------------- | ------------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     YesoNo 
[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.     YesoNo 
[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 November 21, 2011, the registrant’s outstanding
common stock consisted of 64,662,084 shares, $0.001 par value. Authorized – 75,000,000 shares.







PART I — FINANCIAL INFORMATION

|Item 1. | Financial Statements                                                                  | 3 
|------- | ------------------------------------------------------------------------------------- | --
|Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                            | 24
|Item 4. | Controls and Procedures                                                               | 25

PART II — OTHER INFORMATION

|Item 1.  | Legal Proceedings                                           | 28
|-------- | ----------------------------------------------------------- | --
|Item 1A. | Risk Factors                                                | 28
|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds | 28
|Item 3.  | Defaults Upon Senior Securities                             | 28
|Item 4.  | Submission of Matters to a Vote of Security Holders         | 28
|Item 5.  | Other Information                                           | 28
|Item 6.  | Exhibits                                                    | 28







2







Monster Offers

(A Development Stage Company)

Balance Sheets



|                                                                  | September 30,                     | December 31,    
|----------------------------------------------------------------- | --------------------------------- | ----------------
|                                                                  | 2011                              | 2010            
|                                                                  | (Unaudited)                       | (Audited)       
|ASSETS                                                            |                                   |                 
|                                                                  |                                   |                 
|Current assets                                                    |                                   |                 
|Cash                                                              | $                           7,133 | $         36,531
|Accounts receivable                                               | 38,226                            | 6,352           
|Unamortized financing fees – current portion                      | 5,739                             | -               
|Prepaid stock compensation – current portion                      | 14,330                            | 51,667          
|Total current assets                                              | 65,428                            | 94,550          
|                                                                  |                                   |                 
|Other assets                                                      |                                   |                 
|Unamortized financing fees                                        | -                                 | 5,296           
|Prepaid stock compensation                                        | 15,525                            | -               
|Investment in Iconosys                                            | 100,000                           | -               
|License, net of $24,565 accumulated amortization                  | 425,435                           | -               
|Total other assets                                                | 540,960                           | 5,296           
|                                                                  |                                   |                 
|TOTAL ASSETS                                                      | $                       606,388   | $         99,846
|                                                                  |                                   |                 
|                                                                  |                                   |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                    |                                   |                 
|                                                                  |                                   |                 
|Current Liabilities                                               |                                   |                 
|Accounts payable                                                  | $                         66,550  | $         10,800
|Accrued interest                                                  | 7,968                             | 1,831           
|Unearned revenue                                                  | 58,333                            | -               
|Convertible notes payable, net of unamortized discount            |                                   |                 
|of $37,131 and $44,363, respectively                              | 167,315                           | 99,899          
|Total current liabilities                                         | 300,166                           | 112,530         
|                                                                  |                                   |                 
|Total liabilities                                                 | 300,166                           | 112,530         
|                                                                  |                                   |                 
|Stockholders' equity (deficit)                                    |                                   |                 
|Common stock - $0.001 par value,                                  |                                   |                 
|75,000,000 shares authorized, 64,662,084                          |                                   |                 
|and 60,288,707 shares issued and outstanding                      |                                   |                 
|as of 9/30/2011 and 12/31/2010, respectively                      | 64,662                            | 60,289          
|Additional paid-in capital                                        | 828,868                           | 469,032         
|Treasury stock 12,000,000 and 12,000,000 shares as of 9/30/11 and |                                   |                 
|12/31/10, respectively                                            | -                                 | -               
|Common stock receivable                                           | (8,400)                           | (8,400)         
|Common stock payable                                              | 486,311                           | -               
|Accumulated deficit during development stage                      | (1,065,219)                       | (533,605)       
|Total stockholders' equity (deficit)                              | 306,222                           | (12,684)        
|                                                                  |                                   |                 
|TOTAL LIABILITES AND STOCKHOLDERS' EQUITY (DEFICIT)               | $                       606,388   | $         99,846



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 | For the nine months ended | (February 23, 2007)
|                                                      | September 30,              | September 30,             | to September 30,   
|                                                      | 2011                       | 2010                      | 2011                | 2010            | 2011                   
|                                                      |                            |                           |                     |                 |                        
|REVENUES                                              |                            |                           |                     |                 |                        
|Commission revenue                                    | $        79,373            | $               -         | $    105,123        | $           250 | $               105,900
|Commission revenue - related party                    | -                          | 500                       | 2,572               | 3,102           | 328,819                
|License revenue                                       | 25,000                     | -                         | 41,667              | -               | 41,667                 
|Services - related party                              | (233)                      | 19,014                    | 390                 | 93,264          | 73,591                 
|Total revenues                                        | 104,140                    | 19,514                    | 149,752             | 96,616          | 549,977                
|                                                      |                            |                           |                     |                 |                        
|Cost of goods                                         |                            |                           |                     |                 |                        
|Commission paid - related party                       | -                          | -                         | -                   | -               | 249,828                
|Total cost of goods                                   | -                          | -                         | -                   | -               | 249,828                
|                                                      |                            |                           |                     |                 |                        
|Gross profit                                          | 104,140                    | 19,514                    | 149,752             | 96,616          | 300,149                
|                                                      |                            |                           |                     |                 |                        
|EXPENSES                                              |                            |                           |                     |                 |                        
|Advertising                                           | 4,930                      | 200                       | 9,079               | 200             | 34,857                 
|Amortization                                          | 11,250                     | -                         | 24,565              | -               | 24,565                 
|Audit fees                                            | 4,275                      | -                         | 21,605              | 1,750           | 40,605                 
|Expenses of spin-off                                  | -                          | -                         | 200                 | -               | 5,810                  
|General and administrative                            | 46,240                     | 2,216                     | 105,508             | 25,529          | 273,776                
|Professional fees                                     | (100)                      | -                         | 18,908              | 7,700           | 39,516                 
|Officer compensation                                  | 33,400                     | -                         | 103,100             | -               | 163,100                
|Strategic alliance costs                              | 3,582                      | -                         | 6,470               | -               | 6,470                  
|Consulting services                                   | 70,522                     | 182,768                   | 280,244             | 182,768         | 690,862                
|Total operating expenses                              | 174,100                    | 185,184                   | 569,679             | 217,947         | 1,279,561              
|                                                      |                            |                           |                     |                 |                        
|Other income (expense)                                |                            |                           |                     |                 |                        
|Interest expense                                      | (6,258)                    | -                         | (15,619)            | -               | (17,450)               
|Financing fees                                        | (30,348)                   | -                         | (96,655)            | -               | (108,554)              
|Debt forgiveness                                      | -                          | -                         | 587                 | -               | 6,197                  
|Refund of expense                                     | -                          | -                         | -                   | -               | 34,000                 
|Total other income (expenses)                         | (36,606)                   | -                         | (111,687)           | -               | (85,807)               
|                                                      |                            |                           |                     |                 |                        
|Net loss                                              | $    (106,565)             | $  (165,670)              | $  (531,614)        | $  (121,331)    | $        (1,065,219)   
|                                                      |                            |                           |                     |                 |                        
|Net loss per common share - basic
        and diluted | $         (0.00)           | $        (0.01)           | $        (0.01)     | $        (0.00) |                        
|                                                      |                            |                           |                     |                 |                        
|Weighted average number of common                     |                            |                           |                     |                 |                        
|shares outstanding - basic                            | 63,586,795                 | 31,932,527                | 61,959,936          | 32,283,529      |                        



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



4











(A Development Stage Company)

Statements of Cash Flows

(Unaudited)



|                                             |                           |                      | Inception                     
|-------------------------------------------- | ------------------------- | -------------------- | ------------------------------
|                                             | For the nine months ended | (February 23, 2007) 
|                                             | September 30,             | September 30,       
|                                             | 2011                      | 2010                 | 2011                          
|                                             |                           |                      |                               
|OPERATING ACTIVITIES                         |                           |                      |                               
|Net loss                                     | (531,614)                 | (121,331)            | (1,065,219)                   
|Adjustments to reconcile net loss            |                           |                      |                               
|to net cash used by operating activities:    |                           |                      |                               
|License revenue – non - cash                 | (41,667)                  | -                    | (41,667)                      
|Forgiveness of debt                          | (587)                     | -                    | (587)                         
|Financing fees                               | 95,811                    | -                    | 107,710                       
|Common shares issued for services            | 169,280                   | 182,768              | 631,716                       
|Strategic alliance costs                     | 6,470                     | -                    | 6,470                         
|Amortization                                 | 24,565                    | -                    | 24,565                        
|Changes in operating assets and liabilities: |                           |                      | -                             
|Decrease in prepaid stock compensation       | 51,667                    | -                    | -                             
|Increase in accounts receivable              | (31,874)                  | (63,559)             | (38,226)                      
|Increase in unamortized financing fees       | (1,010)                   | -                    | (6,306)                       
|Increase (decrease) in accounts payable      | 52,397                    | 1,775                | 63,197                        
|Increase in accrued interest                 | 13,619                    | -                    | 15,450                        
|                                             |                           |                      |                               
|Net cash used by operating activities        | (192,943)                 | (347)                | (302,897)                     
|                                             |                           |                      |                               
|FINANCING ACTIVITIES                         |                           |                      |                               
|Proceeds from convertible notes payable      | 152,500                   | -                    | 240,500                       
|Proceeds from issuance of common stock       | 11,045                    | 150                  | 68,545                        
|Contributed capital                          | -                         | -                    | 985                           
|                                             |                           |                      |                               
|Net cash provided by financing activities    | 163,545                   | 150                  | 310,030                       
|                                             |                           |                      |                               
|NET CHANGE IN CASH                           | (29,398)                  | (197)                | 7,133                         
|                                             |                           |                      |                               
|CASH AND CASH EQUIVALENTS -                  |                           |                      |                               
|BEGINNING OF PERIOD                          | 36,531                    | 18,190               | -                             
|                                             |                           |                      |                               
|CASH AND CASH EQUIVALENTS -                  |                           |                      |                               
|END OF PERIOD                                | $          7,133          | $        17,993      | $                     7,133   
|                                             |                           |                      |                               
|SUPPLEMENTAL DISCLOSURES:                    |                           |                      |                               
|Interest paid                                | $                -        | $                -   | $                           - 
|Income taxes paid                            | $                -        | $                -   | $                           - 
|Non-cash investing and financing activities: |                           |                      |                               
|Non – cash intangible asset                  | $                 -       | $           8,000    | $                            -
|Stock issued for purchase of license         | $      450,000            | $                  - | $                 450,000     
|Stock issued for conversion of notes payable | $      187,223            | $                -   | $                 187,223     
|Investment in Iconosys                       | $      100,000            | -                    | $                 100,000     
|Increase in prepaid stock compensation       | $      156,000            | $                -   | $                 243,492     





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 September 30, 2011 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, 2010 audited financial statements. The results of operations
for the nine months ended September 30, 2011 are not necessarily indicative of the operating results expected 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 September 30, 2011, the Company recognized an accumulated deficit during development stage of approximately ($1,065,219).
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. 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.



NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES



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 September 30, 2011 and December 31,
2010, there are no cash equivalents.



6





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



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.



Advertising

Advertising costs are expensed when incurred.
The Company incurred advertising expenses of $4,930 and $200 for the three months ended September 30, 2011 and September 30, 2010,
respectively. The Company incurred advertising expenses of $9,079 and $200 for the nine months ended September 30, 2011 and September
30, 2010, respectively. For the period since inception on February 23, 2007 through September 30, 2011, the Company has incurred
advertising expenses of $34,857.



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 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-related party.



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.



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 September 30, 2011 and December 31, 2010, we have $38,226 and $6,352 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 value.



7





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



Intangible assets

The Company follows Financial Accounting Standard
Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other”
to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical
cost and are amortized over their useful lives. The Company amortizes its license of SSL5 intellectual property using the straight-line
method over an estimated useful life of 10 years (see Note 7).



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 provision for income taxes is the total
of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income
taxes where differences exist between the period in which transactions affect current taxable income and the period in which they
enter into the determination of net income in the financial statements.



Recent Accounting Pronouncements

We have examined all recent accounting
pronouncements and believe that none of them will have a material impact on the Company’s financial position, results of
operations or cashflows.



NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)



Common Stock



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







8





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



On January 21, 2011, the Company issued 400,000
unregistered shares in exchange for public relations and communications consulting services in accordance with an agreement dated
January 21, 2011. The shares were valued at a market value of $0.26 per share, totaling $104,000. The total value was allocated
between consulting expense and prepaid consulting expense based on a prorated portion of services performed during the nine months
ended September 30, 2011 and the remaining portion of the term of the agreement.



On January 21, 2011, the Company also issued
200,000 free-trading shares in exchange for consulting services in accordance with an agreement entered into on January 21, 2011.
The shares were valued at a market value of $0.26 per share, totaling $52,000. The total value was allocated between consulting
expense and prepaid consulting expense based on a prorated portion of services performed during the nine months ended September
30, 2011 and the remaining portion of the term of the agreement.



On February 7, 2011, the Company entered into
an agreement for business strategy and planning, market analysis, and marketing consulting services. In accordance with the terms
of the agreement, 50,000 unregistered restricted shares of common stock will be exchanged for the services provided by the consultant.
The shares will be earned in proportion to the pro-rated amount of time of the services performed over the term of the agreement
and, in accordance with ASC 505-50, will be revalued and expensed at each interim financial statement date. The pro-rated number
of shares, totaling 19,286 shares, were valued at a market value of $0.04 per share as of September 30, 2011, totaling $486, and
an expense was recognized. As of September 30, 2011the shares have not yet been issued and thus have been recorded as stock payable.



On March 14, 2011, the Company entered into
a Strategic Alliance and Licensing agreement with SSL5. As part of the agreement, the Company agreed to issue 3,000,000 unregistered
restricted shares as consideration for an exclusive license of SSL5 existing intellectual property. The transaction was valued
at the market value of $0.15 per share for a total of $450,000, and recorded as stock payable. See Note 7 for further details of
the agreement.



During the quarter ended June 30, 2011, the
Company issued a total of 1,962,173 shares of common stock to Asher Enterprises for the conversion of two convertible notes payable.
See Note 6 for further details of these conversions.



10





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



On May 6, 2011, the Company entered into a
Strategic Alliance and License agreement with Iconosys, Inc. In accordance with the terms of the agreement, the Company agreed
to issue 250,000 shares of common stock to Iconosys as part of consideration for services to be performed in conjunction with the
alliance and license agreement. These shares were valued at the market value of $0.1433 per share for a total of $35,825, and recorded
as stock payable. See Note 7 for further details of the agreement.



On July 8, 2011, the Company sold 185,198 shares
of free-trading common stock for a total of $6,988 (of which $700 was recorded to reduce APIC for the $5,000 origination fee payable)
to Auctus Private Equity Fund, LLC in accordance with the terms of the Drawdown Equity Financing Agreement entered into on December
29, 2010 (see Note 5).



On July 19, 2011, the Company sold 76,529 shares
of free-trading common stock for a total of $2,680 (of which $500 was recorded to reduce APIC for the $5,000 origination fee payable)
to Auctus Private Equity Fund, LLC in accordance with the terms of the Drawdown Equity Financing Agreement entered into on December
29, 2010 (see Note 5).



On July 28, 2011, the Company sold 27,500 shares
of free-trading common stock for a total of $1,014 (of which $447 was recorded to reduce the $5,000 origination fee payable) to
Auctus Private Equity Fund, LLC in accordance with the terms of the Drawdown Equity Financing Agreement entered into on December
29, 2010 (see Note 5).



On August 9, 2011, the Company issued 478,261
shares of common stock to Asher Enterprises for the conversion of $11,000 in principal of outstanding convertible notes payable.
See Note 6 for further details of this conversion.



On August 19, 2011, the Company sold 103,545
shares of free-trading common stock for a total of $2,511 (of which $500 was recorded to reduce APIC for the $5,000 origination
fee payable) to Auctus Private Equity Fund, LLC in accordance with the terms of the Drawdown Equity Financing Agreement entered
into on December 29, 2010 (see Note 5).



On September 2, 2011, the Company issued 940,171
shares of common stock to Asher Enterprises for the conversion of $11,000 in principal of outstanding convertible notes payable.
See Note 6 for further details of this conversion.



As of September 30, 2011 and December 31, 2010,
the Company has 64,662,084 and 60,288,707 shares of its common stock issued and outstanding, respectively.



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 2,000,000 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 500,000 shares
will become vested and available for purchase by the Consultant. The price of these shares will be at $0.001 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.



11





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



As of September 13, 2011, 500,000 shares 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 2 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 183%.



A pro-rated portion of the unvested stock options
for the service period from September 14 to September 30, 2011, totaling 41,667 shares, have been valued at $602 using the Black-Scholes
option pricing model based upon the following assumptions: term of 2 years, risk free interest rate of 0.25%, a dividend yield
of 0% and a volatility rate of 183%.



NOTE 5 - DRAWDOWN EQUITY FINANCING AGREEMENT



On December 29, 2010, the Company entered into
a drawdown equity financing agreement and registration rights agreement (collectively the "Agreements") with Auctus Private
Equity Fund, LLC ("Auctus"), the selling stockholder. In accordance with the Agreements, Auctus has committed, subject
to certain conditions, to purchase up to $10 million of the Company's common stock over a term of up to two years. Although the
Company is not mandated to sell shares under the Agreements, the Agreements give the Company the option to sell to Auctus shares
of common stock at a per share purchase price equal to 97% of the lowest closing bid price during the five trading days following
the Company's delivery of notice to Auctus (the "Notice"). At its option, the Company may set a floor price under which
Auctus may not sell the shares which were the subject of the Notice. The floor shall be 75% of the average closing bid price of
the stock over the preceding ten days prior to the Notice and can be waived at the discretion of the Company. The maximum amount
of Common Stock that the Company can sell pursuant to any Notice is the greater of: (i) an amount of shares with an aggregate maximum
purchase price of $500,000 or (ii) 200% of the average daily trading volume based on 20 days preceding the drawdown notice date.



Auctus is not required to purchase the shares,
unless the shares which are subject to the Notice have been registered for resale and are freely tradable in accordance with the
federal securities, including the Securities Act of 1933, as amended, laws and except for conditions outside of Auctus' control.



At the assumed offering price of $0.26 per
share, we estimated that we would be able to receive up to $1,950,000 in gross proceeds, assuming the sale of the entire 7,500,000
shares registered hereunder pursuant to the Drawdown Equity Financing Agreement. We would be required to register 30,961,538 additional
shares to obtain the balance of $10,000,000 under the Drawdown Equity Financing Agreement at the assumed offering price of $0.26.
Management believes the Company will require $500,000 over the next six months through this Drawdown Equity Financing Agreement.
There is uncertainty as to whether we will ever receive the full $10 million available under the equity line agreement. It is unlikely
that we will be required to register more shares, unless management identifies a major acquisition or opportunity for the Company.
As the Company currently has 64,662,084 shares issued and outstanding, with 75,000,000 shares of common stock authorized, the Company
would need to authorize additional shares of its Common Stock should the Company obtain the entire $10,000,000.





12





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



The Company is obligated to file with the U.S.
Securities and Exchange Commission (the "SEC") a registration statement on Form S-1, within 30 days from the date of
the Agreements and to use all commercially reasonable efforts to have such registration statement declared effective by the SEC
within 120 days of filing. The Company has agreed to pay Auctus an aggregate amount of $7,500 as an origination fee with respect
to the transaction. This is a non-refundable origination fee equal to Two

Thousand Five Hundred ($2,500) Dollars which
was paid upon execution of the Drawdown Equity Financing Facility term sheet and Five Thousand ($5,000) Dollars in cash which a
portion will be taken out of each Drawdown.



During the three months ended September 30,
2011, there have been four individual sales of common stock in accordance with this agreement (see Note 4). The Company received
a total of $11,045 for a total of 392,772 shares of free-trading common stock. In accordance with the agreement, these shares were
issued at a discount equal to three percent of the lowest closing bid price during the five trading days following the Company's
delivery of notice.



NOTE 6 - CONVERTIBLE NOTES PAYABLE



On November 9, 2010, the Company entered into
an agreement with Asher Enterprises, Inc., a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the
Company the aggregate principal amount of $53,000 together with any interest at the rate of eight percent (8%) per annum, until
the maturity date of July 18, 2011. 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. On May 2, 2011, $15,000 of the
principal balance was converted into 161,812 shares. On May 4, 2011, $12,000 of the principal balance was converted into 128,068
shares. On May 6, 2011 $12,000 of the principal balance was converted into 129,450 shares. On May 23, 2011, the remaining principal
balance of $14,000 and $2,120 in interest was converted into 326,316 shares. As of September 30, 2011 this note was paid in full.



On December 1, 2010, an additional convertible
note payable in the amount of $35,000 was entered into with Asher Enterprises with identical terms as the note entered into on
November 9, 2010, the maturity date being August 29, 2011, with interest accruing at 8% per annum. 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 note described above. The original issue discount note is for $35,000 and a discount of $12,432
remains as of March 31, 2011. For the quarter ended March 31, 2011 and year ended December 31, 2010, $7,459 and $2,486 had been
amortized and expensed, respectively. On June 7, 2011, $15,000 of the principal balance was converted into 392,670 shares. On June
13, 2011, $10,000 of the principal balance was converted into 362,319 shares. On June 17, 2011, the remaining principal balance
of $10,000 and $1,400 in interest was converted into 461,538 shares. As of September 30, 2011 this note was paid in full.



13





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements



On January 27, 2011, a third convertible note
payable in the amount of $30,000 was entered into with Asher Enterprises with identical terms as the note entered into on November
9, 2010, the maturity date being October 31, 2011, with interest accruing at 8% per annum. 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 note described above. On August 9, 2011, $11,000 of the principal balance was converted into 478,261
shares. On September 2, 2011, an additional $11,000 of the principal balance was converted into 940,171 shares. The remaining principal
of $8,000 and a discount of $575 remain as of September 30, 2011. For the nine months ended September 30, 2011, $18,605 has been
amortized and expensed.



On April 25, 2011, a fourth convertible note
payable in the amount of $40,000 was entered into with Asher Enterprises with identical terms as the note entered into on November
9, 2010, the maturity date being January 27, 2012, with interest accruing at 8% per annum. 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 note described above. The original issue discount note is for $40,000 and a discount of $11,366 remains
as of September 30, 2011. For the nine months ended September 30, 2011, $14,208 has been amortized and expensed.



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 $10,417 remains as of September
30, 2011. For the nine months ended September 30, 2011, $6,250 has been amortized and expensed.



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 a discount of $14,773 remains as of September 30, 2011. For the nine months
ended September 30, 2011, $11,818 has been amortized and expensed





14





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 3,000,000 of its unregistered restricted shares to SSL5. These shares were valued at the
market rate of $0.15 per share, for a total of $450,000.The license is amortized using the straight-line method over an estimate
economic life to the Company of 10 years. As of September 30, 2011, the license totaled $425,435, net of $24,565 of accumulated
amortization. Amortization expense for the three and nine months ended September 30, 2011 and 2010 were $11,250 and $24,565, 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 September 30, 2011, 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 2,000,000 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 500,000 shares will become vested and available for purchase by the Consultant. The
price of these shares will be at $0.001 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, 500,000 shares 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 2 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 183%.



A pro-rated portion of the unvested stock options
for the service period from September 14 to September 30, 2011, totaling 41,667 shares, have been valued at $602 using the Black-Scholes
option pricing model based upon the following assumptions: term of 2 years, risk free interest rate of 0.25%, a dividend yield
of 0% and a volatility rate of 183%.



15





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements





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 is 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 1,000,000 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 $0.10 per share, for a total of
$100,000. The entire value of the shares was recognized as unearned license revenue and will be recognized over one year, the term
of the license. For the three and nine months ended September 30, 2011 and 2010, the Company has recognized $25,000, $41,667, $0,
and $0 in license revenue, respectively.



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 250,000 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 250,000 shares issued to Iconosys were valued
at the market value $0.1433 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 and nine months ended September 30, 2011, the Company recognized $3,582 and $6,470 in
expenses, respectively.



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.





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%



16





Monster Offers

(A Development Stage Company)

Notes to the Financial Statements





As of September 30, 2011, 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 with
the first deliverable due on July 12, 2011 and, unless earlier terminated as set forth herein, will remain in effect until June
30, 2012. Following the Initial Term, this Agreement may be renewed upon mutual written agreement of the parties.



NOTE 10 - RELATED PARTY TRANSACTIONS



For the nine months ended September 30, 2011
and 2010, the Company received $2,962 and $96,366, respectively, from customers in which one of the Company's shareholders had
ownership or was an affiliate, for work performed by subcontractors who are also related parties.



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.



On August 5, 2010, the Company entered into
an Asset Exchange Agreement whereby an officer/director of the Company received 12,000,000 shares of restricted common stock in
exchange for cash of $8,000 and a computer software program with no assigned value, called the Social Network Action Platform (SNAP).



On November 18, 2010, the Company received
12,000,000 shares of its common stock in exchange for its "Lead Generation Business Segment" in a transaction with the
Company's former officer, Scott J. Gerardi. These shares have not been cancelled and are included in the total issued and outstanding
shares.



On November 18, 2010, an officer/director of
the Company contributed a software program to the Company that was developed for use by DrHealthSHares.com, a Web 3.0 social commerce
solution for health and wellness that empowers like-minded collaborators to harness the collective knowledge and experience of
the social crowd to improve the depth, breadth, and value of health information. The Company placed a nominal value on the software.





17





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, 2010.



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.







18





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.



19





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.







20





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.





Results of Operations for the quarters ended September 30, 2011
and 2010



Revenues



During the three month period ended September 30, 2011, the Company
generated $104,140 in revenues as compared to $19,514 for the same period last year. During the nine months ended September 30,
2011, the Company generated $149,752 in revenues as compared to $96,616 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 September 30, 2011, the Company experienced
general and administrative expenses of $46,240 as compared to general and administrative expenses of $2,216 for the same period
last year. For the three months ending September 30, 2011, the Company expensed advertising fees of $4,930 as compared to $200
in advertising fees for the same period last year. For the three months ending September 30, 2011, the Company expensed consulting
compensation of $70,522 as compared to $182,768 in consulting compensation for the same period last year. Total operating expenses
for the quarter ending September 30, 2011 were $174,100 versus $185,184 for the same period last year. Total operating expenses
for the nine months ended September 30, 2011 were $569,679 as compared to $217,947 for the nine months ended September 30, 2010.



For the three months ended September 30, 2011, the Company had $(106,565)
in net losses as compared to a net loss of $(165,670) for the same period last year. For the nine months ended September 30, 2011,
the Company had $(531,614) in net losses as compared to a net loss of $(121,331) for the nine months ended September 30, 2010.



Since the Company's inception, on February 23, 2007, the Company
had a net loss of $(1,065,219).





21





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.



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. We recently entered into a Drawdown agreement with Auctus Private
Equity Fund, LLC Pursuant to the Drawdown Agreement, which has a total drawdown amount of ten million dollars ($10,000,000). Monster
Offers has the right to sell to Auctus at its sole discretion and Auctus has the obligation to purchase through advances to the
Company, the Company's common stock through Draw-Down Notices issued by the Company. The number of shares of common stock that
Auctus shall purchase shall be determined by dividing the dollar amount raised which may or may not equal the entire amount of
the advance by the purchase price. As the Company currently has 64,662,084 shares issued and outstanding, with 75,000,000 shares
of common stock authorized, the Company would need to authorize additional shares of its Common Stock should the Company obtain
the entire $10,000,000.



Based on current cash on hand of $7,133 as of September 30, 2011,
current assets of $65,428 and $300,166 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 sole officer/director has agreed to donate funds to the operations of the Company, in order to keep it fully reporting
for the next twelve (12) months, without seeking reimbursement for funds donated. No agreement exists that our sole officer/director
will continue to donate funds to the operations of the Company for the next twelve months; therefore, there is no guarantee that
he will continue to do so in the future.







22





Going Concern



Going Concern - The Company has recognized an accumulated deficit
since inception (February 23, 2007) through September 30, 2011 of $(1,065,219). Although the Company has recognized total revenues
of $549,977 with gross profits of $300,149, since inception (February 23, 2007) through September 30, 2011, 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.





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 September 30, 2011, we did not have any employees. We are
dependent upon our sole officer and director 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.





23





As of September 30, 2011, our current assets were $65,428 and our
current liabilities were $300,166. As of September 30, 2011, our total assets were $606,388 compared to total assets of $99,846
as of December 31, 2010. Total assets as of September 30, 2011 consisted of $7,133 in cash, $38,226 in accounts receivable, prepaid
expense of $14,330, $5,739 in unamortized financing fees and $425,435 in license ownership and $100,000 in an investment. As of
September 30, 2011, our current and total liabilities were $300,166 compared to total liabilities of $112,530 as of December 31,
2010. Our liabilities consisted of $66,550 in accounts payable, $7,968 in accrued interest, $58,333 in unearned revenue and $167,315
in convertible notes payable.



Stockholders' equity (deficit) increased from $(12,684) as of December
31, 2010 to $306,222 as of September 30, 2011.



We have not generated positive cash flows from operating activities.
For the nine months ended September 30, 2011, net cash flow used in operating activities was $(192,943) compared to net cash flow
used in operating activities of $(347) for the nine months ended September 30, 2010.



During the nine month periods ended September 30, 2011 and September
30, 2010, net cash flow provided from financing activities was $163,545 and $150, respectively.



The Company has no employment agreements in place with its officers,
nor does the Company owe its officers any accrued compensation, as the Officers agreed to work for the company at no cost, until
the company can become profitable on a consistent Quarter-to-Quarter basis.





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.







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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."





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







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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 September 30, 2011. 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 September 30, 2011.



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)inadequate segregation of duties consistent with control objectives; and



3)ineffective controls over period end financial disclosure and reporting processes.



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 September
30, 2011. 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.





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Management Plan to Remediate Material Weaknesses



Management is pursuing the implementation of corrective measures
to address the material weaknesses described below. 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 will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds
are available to us. 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.





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.









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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, 2010 and the discussion in Item 1, above, under "Liquidity and
Capital Resources."



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



None.



Item 3 - Defaults Upon Senior Securities



None.



Item 4 - Submission of Matters to a Vote of Security Holders



None.



Item 5 - Other Information



None.



Item 6 - Exhibits



(a) Pursuant to Rule 601 of Regulation S-B, the following exhibits
are included herein or incorporated by reference.



|Exhibit Number | Description                                                                                                                                     
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Section 302 Certification - Chief Executive Officer                                                                                             
|32.1           | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer





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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:  November 21, 2011

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







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