10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 001-34209

MONSTER WORLDWIDE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	13-3906555
(STATE OR OTHER JURISDICTION OF	(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)	IDENTIFICATION NUMBER)

622 Third Avenue, New York, New York 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(212) 351-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share	New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting Company o

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

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $1,481,362,915 as of June 30, 2009, the last business day of the registrant’s second fiscal quarter of 2009.

As of January 20, 2010, there were 125,604,189 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement used in connection with its 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, originally filed on February 4, 2010 (the “Original 10-K”), of Monster Worldwide, Inc., a Delaware corporation (the “Company”). We are filing this Amendment to amend Item 15 to include the separate financial statements of CareerOne PTY Limited (“CareerOne”), a joint venture in which the Company owns a 50% equity interest, for its fiscal year ended December 31, 2009 and December 31, 2008 as required by Regulation S-X Rule 3-09.

This Amendment is being filed solely to include the separate financial statements of CareerOne as provided in Exhibit 99.1 attached hereto. In addition, in connection with the filing of this Amendment and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and the principal financial officer of the Company are attached as exhibits hereto.

Item 15 is the only portion of the Original 10-K being supplemented or amended by this Amendment. Except as described above, this Amendment does not amend, update or change the financial statements or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date. Accordingly, the Amendment should be read in connection with the Company’s filings with the SEC subsequent to the filing of the Original 10-K.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Financial Statements

The following financial statements of the Company are set forth in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on February 4, 2010:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2. Financial Statement Schedules

The following financial statement schedule of the Company is set forth in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on February 4, 2010:

Supplemental Data: Financial Information by Quarter (Unaudited)

The following financial statement schedule is filed as Exhibit 99.1 to this report:

Financial Statements of CareerOne PTY Limited

2

3. Exhibits

The following exhibits are filed as part of this report or are incorporated herein by reference. Exhibit Nos. 10.1 through 10.19 are management contracts or compensatory plans or arrangements.

Exhibit
Number		Description
	3.1	Certificate of Incorporation, as amended.(1)
	3.2	Amended and Restated Bylaws.(2)
	4.1	Form of Common Stock Certificate.(1)
	10.1	Form of Indemnification Agreement.(3)
	10.2	1999 Long Term Incentive Plan, as amended as of January 1, 2008.(4)
	10.3	Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(5)
	10.4	Monster Worldwide, Inc. Amended and Restated Executive Incentive Plan.(6)
	10.5	Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.(7)
	10.6	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.(7)
	10.7	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.(7)
	10.8	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.(7)
	10.9	Form of Monster Worldwide, Inc. Restricted Stock Agreement for grants of restricted stock subject to performance vesting.(6)
	10.10	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for grants of restricted stock units subject to performance vesting.(6)
	10.11	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for certain employees and executive officers.(8)
	10.12	Form of Monster Worldwide, Inc. Stock Option Agreement for certain employees and executive officers.(9)
	10.13	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted stock.(10)
	10.14	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted stock.(10)
	10.15	Employment Agreement, dated April 11, 2007, between Monster Worldwide, Inc. and Salvatore Iannuzzi.(11)
	10.16	Employment Agreement, dated June 7, 2007, between Monster Worldwide, Inc. and Timothy T. Yates.(12)
	10.17	Employment Letter Agreement, dated March 2, 2007, between Monster Worldwide, Inc. and Darko Dejanovic.(13)
	10.18	Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock.(14)
	10.19	Employment Agreement, dated as of September 7, 2007, by and between Monster Worldwide, Inc. and Lise Poulos.(13)
	10.20	Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and the Company.(15)
	10.21	Amended and Restated Credit Agreement, dated August 31, 2009, by and among Monster Worldwide, Inc., certain of Monster Worldwide, Inc.’s subsidiaries that may be designated as borrowers, Bank of America, N.A., in its capacity as administrative agent, swing line lender and l/c issuer and the lenders identified therein.(16)
	10.22	First Amendment to Credit Agreement, dated January 28, 2010, by and among Monster Worldwide, Inc. and the lenders party thereto.(13)
	10.23	Amended and Restated Subsidiary Guaranty, dated August 31, 2009, by the domestic subsidiaries of Monster Worldwide, Inc. party thereto in favor of Bank of America, N.A., in its capacity as administrative agent.(16)
	10.24	U.S. Pledge Agreement, dated August 31, 2009, by Monster Worldwide, Inc. and Monster (California), Inc. in favor of Bank of America, N.A., in its capacity as administrative agent.(16)

3

Exhibit
Number		Description
	10.25	Share Purchase Agreement, dated as of October 8, 2008, among China HR.com Holdings Ltd., Monster Worldwide, Inc., Monster Worldwide Netherlands B.V., Monster Worldwide Limited, the shareholders of China HR.com Holdings Ltd. named therein, and the other individuals named therein.(17)
	10.26	Asset Purchase Agreement, dated as of February 3, 2010, by and between Monster Worldwide, Inc. and Yahoo! Inc.(18)
	21.1	Subsidiaries of the Company.(13)
	23.1	Consent of BDO Seidman, LLP.(13)
	23.2	Consent of BDO Audit (NSW-VIC) Pty Ltd.
	31.1	Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Timothy T. Yates pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	99.1	Financial Statements of CareerOne PTY Limited.

(1)	Incorporated by reference to Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007.
(2)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on January 27, 2010.
(3)	Incorporated by reference to Exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-12471).
(4)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2008.
(5)	Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2009.
(6)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2008.
(7)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2009.
(8)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on March 31, 2006.
(9)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on December 30, 2004.
(10)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on June 9, 2008.
(11)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on April 16, 2007.
(12)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on June 11, 2007.
(13)	Incorporated by reference to Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on February 4, 2010.
(14)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on May 15, 2008.
(15)	Incorporated by reference to Exhibits to the Company’s Registration Statement on Form S-3 (Registration No. 333-93065).
(16)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on September 3, 2009.
(17)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on October 15, 2008.
(18)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on February 3, 2010.

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

MONSTER WORLDWIDE, INC. (Registrant)
By:	/s/ Salvatore Iannuzzi
	Salvatore Iannuzzi
	Chairman of the Board, President and Chief Executive Officer

Dated: June 24, 2010

5

EXHIBIT INDEX

Exhibit
Number		Description
	3.1	Certificate of Incorporation, as amended.(1)
	3.2	Amended and Restated Bylaws.(2)
	4.1	Form of Common Stock Certificate.(1)
	10.1	Form of Indemnification Agreement.(3)
	10.2	1999 Long Term Incentive Plan, as amended as of January 1, 2008.(4)
	10.3	Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(5)
	10.4	Monster Worldwide, Inc. Amended and Restated Executive Incentive Plan.(6)
	10.5	Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.(7)
	10.6	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.(7)
	10.7	Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.(7)
	10.8	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.(7)
	10.9	Form of Monster Worldwide, Inc. Restricted Stock Agreement for grants of restricted stock subject to performance vesting.(6)
	10.10	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for grants of restricted stock units subject to performance vesting.(6)
	10.11	Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for certain employees and executive officers.(8)
	10.12	Form of Monster Worldwide, Inc. Stock Option Agreement for certain employees and executive officers.(9)
	10.13	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted stock.(10)
	10.14	Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted stock.(10)
	10.15	Employment Agreement, dated April 11, 2007, between Monster Worldwide, Inc. and Salvatore Iannuzzi.(11)
	10.16	Employment Agreement, dated June 7, 2007, between Monster Worldwide, Inc. and Timothy T. Yates.(12)
	10.17	Employment Letter Agreement, dated March 2, 2007, between Monster Worldwide, Inc. and Darko Dejanovic.(13)
	10.18	Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock.(14)
	10.19	Employment Agreement, dated as of September 7, 2007, by and between Monster Worldwide, Inc. and Lise Poulos.(13)
	10.20	Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and the Company.(15)
	10.21	Amended and Restated Credit Agreement, dated August 31, 2009, by and among Monster Worldwide, Inc., certain of Monster Worldwide, Inc.’s subsidiaries that may be designated as borrowers, Bank of America, N.A., in its capacity as administrative agent, swing line lender and l/c issuer and the lenders identified therein.(16)
	10.22	First Amendment to Credit Agreement, dated January 28, 2010, by and among Monster Worldwide, Inc. and the lenders party thereto.(13)
	10.23	Amended and Restated Subsidiary Guaranty, dated August 31, 2009, by the domestic subsidiaries of Monster Worldwide, Inc. party thereto in favor of Bank of America, N.A., in its capacity as administrative agent.(16)
	10.24	U.S. Pledge Agreement, dated August 31, 2009, by Monster Worldwide, Inc. and Monster (California), Inc. in favor of Bank of America, N.A., in its capacity as administrative agent.(16)

6

Exhibit
Number		Description
	10.25	Share Purchase Agreement, dated as of October 8, 2008, among China HR.com Holdings Ltd., Monster Worldwide, Inc., Monster Worldwide Netherlands B.V., Monster Worldwide Limited, the shareholders of China HR.com Holdings Ltd. named therein, and the other individuals named therein.(17)
	10.26	Asset Purchase Agreement, dated as of February 3, 2010, by and between Monster Worldwide, Inc. and Yahoo! Inc.(18)
	21.1	Subsidiaries of the Company.(13)
	23.1	Consent of BDO Seidman, LLP.(13)
	23.2	Consent of BDO Audit (NSW-VIC) Pty Ltd.
	31.1	Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Timothy T. Yates pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	99.1	Financial Statements of CareerOne PTY Limited.

(1)	Incorporated by reference to Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007.
(2)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on January 27, 2010.
(3)	Incorporated by reference to Exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-12471).
(4)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2008.
(5)	Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2009.
(6)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2008.
(7)	Incorporated by reference to Exhibits to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2009.
(8)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on March 31, 2006.
(9)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on December 30, 2004.
(10)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on June 9, 2008.
(11)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on April 16, 2007.
(12)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on June 11, 2007.
(13)	Incorporated by reference to Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on February 4, 2010.
(14)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on May 15, 2008.
(15)	Incorporated by reference to Exhibits to the Company’s Registration Statement on Form S-3 (Registration No. 333-93065).
(16)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on September 3, 2009.
(17)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on October 15, 2008.
(18)	Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K filed on February 3, 2010.

7

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

CareerOne Pty Limited
Level 11, 418a Elizabeth Street
Surry Hills NSW 2010
Australia.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-81843, 333-63631, 333-50699, 333-18937, 333-131899, 333-151430 and 333-160196) of Monster Worldwide, Inc., of our report dated June 24, 2010, relating to the financial statements of CareerOne Pty Limited, which appears in this Form 10-K/A. Our report contains an explanatory paragraph regarding CareerOne Pty Limited’s ability to continue as a going concern.

/s/ BDO Audit (NSW-VIC) Pty Ltd

Sydney, Australia
June 24, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Salvatore Iannuzzi, certify that:

(1) I have reviewed this annual report on Form 10-K/A of Monster Worldwide, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Salvatore Iannuzzi
	Salvatore Iannuzzi
	Chairman of the Board, President and Chief Executive Officer

Date: June 24, 2010

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy T. Yates, certify that:

(1) I have reviewed this annual report on Form 10-K/A of Monster Worldwide, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Timothy T. Yates
	Timothy T. Yates
	Executive Vice President and Chief Financial Officer

Date: June 24, 2010

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Monster Worldwide, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Salvatore Iannuzzi, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Salvatore Iannuzzi
	Salvatore Iannuzzi
	Chairman of the Board, President and Chief Executive Officer

June 24, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Monster Worldwide, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy T. Yates, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Timothy T. Yates
	Timothy T. Yates
	Executive Vice President and Chief Financial Officer

June 24, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS

CAREERONE PTY LIMITED

December 31, 2009

CAREERONE PTY LIMITED

INDEX TO FINANCIAL STATEMENTS

	Page No.
Independent Auditors’ Report		2
Balance Sheets		3
Statements of Operations		4
Statements of Stockholders’ Equity		5
Statements of Cash Flows		6
Notes to Financial Statements		7

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Independent Auditors’ Report

Board of Directors
CareerOne Pty Limited
Level 11, 418a Elizabeth Street
Surry Hills, NSW, 2010
Australia.

We have audited the accompanying balance sheet of CareerOne Pty Limited as of December 31, 2009 and the related statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CareerOne Pty Limited at December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and, there remains substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Audit (NSW-VIC) Pty Ltd

Sydney, Australia

June 24, 2010

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CAREERONE PTY LIMITED

BALANCE SHEETS
(Australian Dollars in thousands, except share information)

				December 31,
	December 31,			2008
	2009			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,959		$	4,713
Accounts receivable, net of allowance for doubtful accounts of $263 and $233 in 2009 and 2008, respectively		1,507			2,283
Prepaid and other		247			144
Total current assets		3,713			7,140
Total assets	$	3,713		$	7,140
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	292		$	1,302
Accrued expenses and other current liabilities		2,414			3,009
Deferred revenue		378			441
Total current liabilities		3,084			4,752
Total liabilities		3,084			4,752
Commitments and contingencies
Stockholders’ equity:
Common stock, issued and outstanding: 37,744,546 and 37,744,230 in 2009 and 2008, respectively		89,124			73,324
Accumulated deficit		(88,495	)		(70,936	)
Total stockholders’ equity		629			2,388
Total liabilities and stockholders’ equity	$	3,713		$	7,140

See accompanying notes.

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CAREERONE PTY LIMITED

STATEMENTS OF OPERATIONS
(Australian Dollars in thousands)

				One Month Ended
	Year Ended			December 31,
	December 31,			2008
	2009			(unaudited)
Revenue	$	11,477		$	940
Salaries and related		10,889			911
Office and general		7,289			829
Marketing and promotion		10,991			681
Total operating expenses		29,169			2,421
Operating loss		(17,692	)		(1,481	)
Interest income, net		133			—
Net loss	$	(17,559	)	$	(1,481	)

See accompanying notes.

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CAREERONE PTY LTD

STATEMENTS OF STOCKHOLDERS’ EQUITY
(Australian Dollars in thousands, except share information)

			Common Stock					Total
	Shares of		and Additional		Accumulated			Stockholders’
	Common Stock		Paid-in Capital		Deficit			Equity
Balance, November 30, 2008 (unaudited)		18,872,075	$	69,324	$	(69,455	)	$	(131	)
Net loss		—		—		(1,481	)		(1,481	)
Issuance of shares		18,872,155		4,000		—			4,000
Balance, December 31, 2008 (unaudited)		37,744,230		73,324		(70,936	)		2,388
Net loss		—		—		(17,559	)		(17,559	)
Issuance of shares		316		15,800		—			15,800
Balance, December 31, 2009		37,744,546	$	89,124	$	(88,495	)	$	629

See accompanying notes.

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CAREERONE PTY LTD

STATEMENTS OF CASH FLOWS
(Australian Dollars in thousands)

				One Month Ended
	Year Ended			December 31,
	December 31,			2008
	2009			(unaudited)
Cash flows used for operating activities:
Net loss	$	(17,559	)	$	(1,481	)
Adjustments to reconcile net loss to net cash used for operating activities:
Provision for doubtful accounts		30			—
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		746			(360	)
Prepaid and other		(103	)		(46	)
Deferred revenue		(63	)		184
Accounts payable, accrued liabilities and other		(1,605	)		1,057
Total adjustments		(995	)		835
Net cash used for operating activities		(18,554	)		(646	)
Cash flows provided by financing activities:
Proceeds from issuance of shares		15,800			4,000
Net cash provided by financing activities		15,800			4,000
Net (decrease) increase in cash and cash equivalents		(2,754	)		3,354
Cash and cash equivalents, beginning of period		4,713			1,359
Cash and cash equivalents, end of year	$	1,959		$	4,713
SUPPLEMENTAL CASH FLOW INFORMATION
Interest (received) paid	$	(133	)	$	—
Income tax (refunded) paid	$	—		$	—

See accompanying notes.

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CAREERONE PTY LIMITED

NOTES TO FINANCIAL STATEMENTS
(Australian Dollars in thousands, except share information)

1. DESCRIPTION OF BUSINESS

CareerOne Pty Limited (“CareerOne” or the “Company”) has continuing operations within Australia and operates an online recruitment website that provides job listings and career advice to job seekers as well as advertising for employers and recruitment agencies. CareerOne earns revenue primarily from the placement of job postings on the CareerOne website, access to the Company’s resume databases, recruitment media services and other display advertising products.

On December 1, 2008, CareerOne’s existing stockholder, CareerOne Services Pty limited, a subsidiary of News Limited (“News”), entered into a 50/50 joint venture with Monster Asia Pacific Holdings Corporation, a subsidiary of Monster Worldwide, Inc. (“Monster”), to offer combined online and print recruitment services through the CareerOne brand. Additional shares were issued by CareerOne to Monster to effect the new joint venture arrangement. As part of the agreement, both News and Monster committed to fund an aggregate of up to $15,000 each, $2,000 of which was funded by each of the stockholders (totaling $4,000) on December 1, 2008. Additionally, CareerOne was granted a royalty-free license to use Monster’s existing intellectual property and free of charge print, online advertising and branding in News publications.

The joint venture is managed by a board consisting of two News designees and two Monster designees. Subject to certain exceptions, board decisions are made by majority vote.

2. BASIS OF PRESENTATION

The financial statements presented herein include the accounts of CareerOne from the date that the joint venture agreement was entered into.

3. MANAGEMENT STATEMENT REGARDING GOING CONCERN

CareerOne has not generated sufficient revenues from operations to meet its operating expenses and has primarily financed its operations through cash contributions from its stockholders.

The joint venture agreement entered into by the stockholders on December 1, 2008 provides cash funding of CareerOne by the stockholders of $30,000. As of December 31, 2009, the stockholders had contributed cash of $19,800 to CareerOne, such that at December 31, 2009 a further $10,200 was available to CareerOne. Based on the forecast approved by the CareerOne board (consisting of two News designees and two Monster designees), the cash funding requirements of CareerOne for the year ending December 31, 2010 is forecasted to be $11,900 and the cash funding requirements of CareerOne for the six months ended June 30, 2011 is forecasted to be $3,900. During the period from January 1, 2010 to the date these financial statements were approved, a further $6,400 had been drawn down and $3,800 remained available from the original stockholders funding per the joint venture agreement. As such, additional funding of $5,600 will be required. No formal arrangements have been reached regarding additional funding from the stockholders.

Accordingly, Management believes that given the current economic environment and CareerOne’s reliance on their stockholders to continue to fund operations, there is substantial doubt about CareerOne’s ability to continue as a going concern. CareerOne believes its ability to continue as a going concern is dependent on:

• Obtaining additional funding from the stockholders;

• Continuing to take advantage of the Monster technology platform and to deliver a competitive technology offering to their customers;

• Continuing to effectively utilize News’ sales and marketing support;

• Effectively and efficiently managing or controlling working capital requirements by containing operating expenses.

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Management anticipates funding from stockholders and therefore believes that the presentation of the financial statements on a going concern basis is appropriate. There can be no assurance that CareerOne will be successful in achieving its long-term plans as set forth above, or that such plans, if consummated, will enable CareerOne to obtain profitable operations or continue in the long-term as a going concern.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Revenue Recognition

CareerOne recognizes revenue on agreements in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition. Accordingly, CareerOne recognizes revenue when persuasive evidence of an arrangement exists, service has been rendered, the sales price is fixed or determinable, and collection is probable. The Company primarily earns revenue from the placement of job postings and advertisements on the CareerOne website. The Company recognizes revenue at the time that job postings are displayed on the CareerOne site, based upon customer usage patterns. Unearned revenues are reported on the balance sheet as deferred revenue.

Marketing and Promotion

Advertising production costs are recorded as expense the first time an advertisement appears. Costs of communicating advertising are recorded as expense as advertising space or airtime is first incurred. All other advertising costs are expensed as incurred.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expense and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.

Concentrations of Risk

Financial instruments that potentially subject CareerOne to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with several financial institutions.

CareerOne performs continuing credit evaluations of its customers, maintains allowances for potential credit losses and does not require collateral. CareerOne makes judgments as to its ability to collect outstanding receivables based primarily on management’s evaluation of the customer’s financial condition, past collection history and overall aging of the receivables. Historically, such losses have been within management’s expectations. CareerOne has not experienced significant losses related to receivables from individual customers or groups of customers in any particular industry or geographic area.

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Cash and Cash Equivalents

Cash and cash equivalents, which primarily consist of cash on hand, deposits at call with financial institutions and other highly liquid investments, are stated at cost, which approximates fair value. For financial statement presentation purposes, CareerOne considers all highly liquid investments having original maturities of three months or less to be cash equivalents.

Accounts Receivable

CareerOne’s accounts receivable primarily consist of trade receivables. Management reviews accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. CareerOne includes any accounts receivable balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, CareerOne believes its allowance for doubtful accounts as of December 31, 2009 and 2008 are adequate.

Income Taxes

CareerOne utilizes the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes (formerly Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes).

Current tax assets or liabilities for current and prior periods are measured at amounts expected to be recovered from or paid to the taxation authorities. Deferred income tax assets and liabilities are provided on all temporary differences between the tax bases of assets and liabilities and their book carrying amounts, and are measured using tax rates that are expected to be applicable in the period in which the temporary items reverse. A valuation allowance is recorded when it is not more likely than not that the deferred tax assets will be realized. In determining the need for valuation allowances we consider positive and negative evidence such as patterns of reversing temporary differences, recent financial performance, projected future taxable income, and tax planning strategies.

ASC 740-10 establishes the minimum threshold for recognizing, and a system for measuring the benefits of tax return positions in the financial statements. Tax benefits are recorded only when there is a greater than 50% likelihood that the benefits will be sustained, and are recorded at the largest amount that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Tax benefits recognizable under this standard are also subject to valuation allowances when it is determined that is not more likely than not that they will be realized.

5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (the “Codification”). This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB ASC has become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The adoption of the Codification changed CareerOne’s references to GAAP accounting standards but did not impact CareerOne’s results of operations, financial position or liquidity.

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In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of ASC 855, Subsequent Events (formerly SFAS No. 165, Subsequent Events) is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. CareerOne’s adoption of the new guidance did not have a material effect on the consolidated financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

6. STOCKHOLDERS’ EQUITY

On December 1, 2008, CareerOne’s existing stockholder, CareerOne Services Pty limited, a subsidiary of News, entered into a 50/50 joint venture with Monster Asia Pacific Holdings Corporation, a subsidiary of Monster, to offer combined online and print recruitment services through the CareerOne brand. On December 1, 2008, 18,872,075 additional shares were issued by CareerOne to Monster to effect the new joint venture arrangement. As part of the agreement, both News and Monster committed to fund an aggregate of up to $15,000 each, $2,000 of which was funded by each of the stockholders (totaling $4,000) on December 1, 2008, by issuing 40 shares each. Additionally, CareerOne was granted a royalty-free license to use Monster’s existing intellectual property and free of charge print, online advertising and branding in News publications.

During the year ended December 31, 2009, stockholders contributed a further $7,900 each (158 shares issued to each stockholder) to bring their total funding to $19,800 ($9,900 each), such that at December 31, 2009 a further $10,200 was available to CareerOne. As of December 31, 2009, Monster and News each own a 50% interest in CareerOne, with each stockholder owning 18,872,273 shares. All shares issued by CareerOne have equal voting rights.

Based on the forecast approved by the CareerOne board, the cash funding requirements of CareerOne for the year ending December 31, 2010 is forecasted to be $11,900 and the cash funding requirements of CareerOne for the six months ended June 30, 2011 is forecasted to be $3,900. During the period from January 1, 2010 to the date these financial statements were approved, a further $6,400 had been drawn down and $3,800 remained available from the original stockholders funding per the joint venture agreement. As such, additional funding of $5,600 will be required. No formal arrangements have been reached regarding additional funding from the stockholders.

7. INCOME TAXES

The Company has the following net deferred tax assets:

	December 31,
	2009			2008
Deferred tax assets:
Net operating loss carryforwards	$	5,405		$	181
Accrued reserves and expenses		251			248
Total deferred tax asset		5,656			429
Valuation allowance		(5,656	)		(429	)
Net deferred tax asset	$	—		$	—

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Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years to obtain a tax benefit from the reversal of temporary items and net operating loss carryforwards. In determining the need for valuation allowances, we consider positive and negative evidence including patterns of reversing temporary differences, recent financial performance, projected future taxable income, and tax planning strategies. The Company has not determined that it is more likely than not that there will be sufficient income in the future to utilize its deferred tax assets. Accordingly, at present there is a full valuation allowance recorded on all deferred tax assets.

The Company’s recorded income tax benefit is reconciled to the statutory rate for each of the periods presented as follows:

	Twelve Months Ended			One Month Ended
	December 31,			December 31,
	2009			2008
Income tax benefit	$	(5,268	)	$	(444	)
Non-deductible expenses		41			15
Change in valuation allowance		5,227			429
Tax benefit	$	—		$	—

All of the Company’s operations are in Australia which has a statutory tax rate of 30%. At December 31, 2009, the Company had an Australian net operating loss carryforward of approximately $18,017. The tax loss carryforwards have no expiration date.

The Company’s tax filings are subject to examination by the tax authorities. Adjustments by tax authorities should not have a material effect on the financial statements because the Company is in a tax loss position and has not recorded any tax benefits on the tax losses due to valuation allowances.

8. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its facility under an operating lease that expires in January 2012. The following table presents future minimum lease commitments under CareerOne’s non-cancelable operating lease at December 31, 2009:

	Operating
	Leases
2010	$	516
2011		534
Total	$	1,050

Rent expense for the twelve months ended December 31, 2009 and one month ended December 31, 2008 was $475 and $40, respectively.

Employee Benefit Plans

CareerOne participates in a superannuation retirement plan covering all of its employees. This plan is a non-contributory accumulation plan in which CareerOne makes contributions to the fund in accordance with applicable laws. The fund receives fixed contributions from CareerOne and CareerOne’s legal and constructive obligation is limited to these contributions. Contributions to the fund are recognized as an expense as they become payable. The Company recorded $909 and $85 of expense related to the employee benefit plans for the twelve months ended December 31, 2009 and one month ended December 31, 2008, respectively.

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Legal Contingencies

During the normal course of business, CareerOne is subject to certain claims or lawsuits. Management is not aware of any claims or lawsuits that will have a material adverse effect on the consolidated financial position, results of operations or cash flows of CareerOne.

9. RELATED PARTY TRANSACTIONS

In accordance with the 50/50 joint venture agreement between News and Monster, both stockholders provide certain services to CareerOne.

CareerOne has entered into an agreement to sell certain display advertising space to News on the CareerOne website. Additionally, News pays CareerOne a fee for certain technology services relating to the uploading of newspaper classified job listings to the CareerOne site. The Company recorded $2,921 and $139 of revenue related to the provision of these services for the twelve months ended December 31, 2009 and one month ended December 31, 2008, respectively.

News provides CareerOne certain free sales and marketing support services including print and online media, plus sales support in certain regional locations and back-office shared services. Further, CareerOne has entered into an agreement with News in which CareerOne pays News a commission for the display advertising sold on the CareerOne site by News. The Company recorded $1,772 and $145 of expense related to the provision of these services for the twelve months ended December 31, 2009 and one month ended December 31, 2008, respectively.

The balance payable to News was $8 and $1,173 at December 31, 2009 and December 31, 2008, respectively. The receivable balance from News was $273 and $136 at December 31, 2009 and December 31, 2008, respectively.

Monster provides a royalty-free license to CareerOne to use Monster’s existing intellectual property, the free use of Monster’s technology platform as well as free software support and site design.

10. SUBSEQUENT EVENTS

In accordance with FASB ASC 855-100, the Company evaluated subsequent events through June 24, 2010. No additional subsequent events were noted other than the additional stockholder funding disclosed in notes 3 and 6.

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