UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K

(Mark One)

|                                                                     |                                                                                    
|-------------------------------------------------------------------- | -----------------------------------------------------------------------------------
|x                                                                    | ANNUAL REPORT UNDER SECTION
 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934   
|For
 the fiscal year ended June 30, 2009                            
|                                                                    
|o                                                                    | TRANSITION REPORT UNDER SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                    
|For
 the transition period from ________________ to ________________
|                                                                     |                                                                                    
|Commission
 file number  000-52754                                  

|                                               
|-----------------------------------------------
|Monarch Investment Properties, Inc.            
|                                               
|(Name
 of small business issuer in its charter)

|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Nevada                                                          |  | 84-1251553                           
|                                                                |  |                                      
|(State
 or other jurisdiction of incorporation or organization) |  | (I.R.S.
 Employer Identification No.)
|                                                                |  |                                      
|1801 N. Military Trail, Suite 203, Boca Raton, FL               |  | 33431                                
|                                                                |  |                                      
|(Address
 of principal executive offices)                       |  | (Zip
 Code)                          

Issuers
telephone number (561) 391- 6117

Securities
registered under Section 12 (b) of the Exchange Act:

|                     |  |                                           
|-------------------- |  | ------------------------------------------
|Title
 of each class |  | Name
 of each exchange on which registered
|                     |  |                                           
|                     |  |                                           
|                     |  |                                           
|                     |  |                                           

Securities registered under
Section 12 (g) of the Exchange Act:

|                            
|----------------------------
|Common Stock $.001 par Value
|                            
|(Title
 of Class)           
|                            
|                            
|(Title
 of Class)           

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

Yes o No x


Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.

Yes o No x


Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
o

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§
229.405 of this chapter) 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. Yes x    No o

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

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

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes x No o


State the aggregate market
value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal
quarter.     Zero
(-0-)

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date.  16,168,733

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MONARCH INVESTMENT PROPERTIES, INC.
FORM 10-K

TABLE OF CONTENTS

|            |                                                                                                                |      | 
|----------- | -------------------------------------------------------------------------------------------------------------- | ---- | 
|            |                                                                                                                | Page
|            |                                                                                                                |     
|            |                                                                                                                |      | 
|            | PART I                                                                                                         |      | 
|Item 1.     | Business                                                                                                       | 1    | 
|Item 1A.    | Risk Factors                                                                                                   | 3    | 
|Item 1B.    | Unresolved
 Staff Comments                                                                                     | 7    | 
|Item 2.     | Properties                                                                                                     | 7    | 
|Item 3.     | Legal
 Proceedings                                                                                             | 7    | 
|Item 4.     | Submission
 of Matters to a Vote of Security Holders                                                           | 7    | 
|            |                                                                                                                |      | 
|            | PART II                                                                                                        |      | 
|            |                                                                                                                |      | 
|Item 5.     | Market for
 Common Equity and Related Stockholder Matters                                                      | 7    | 
|Item 6.     | Selected
 Financial Data                                                                                       | 7    | 
|Item 7.     | Managements
 Discussion and Analysis of Financial Condition and Results of Operations and
 Plan of Operations | 7    | 
|Item 7A.    | Quantitative
 and Qualitative Disclosures About Market Risk                                                    | 10   | 
|Item 8.     | Financial
 Statements                                                                                          | 11   | 
|Item 9.     | Changes In
 and Disagreements with Accountants on Accounting and Financial Disclosure                          | 11   | 
|Item 9A(T). | Controls
 and Procedures                                                                                       | 11   | 
|Item 9B.    | Other
 Information                                                                                             | 12   | 
|            |                                                                                                                |      | 
|            | PART III                                                                                                       |      | 
|            |                                                                                                                |      | 
|Item 10.    | Directors,
 Executive Officers and Corporate Governance                                                        | 13   | 
|Item 11.    | Executive
 Compensation                                                                                        | 14   | 
|Item 12.    | Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder
 Matter                | 14   | 
|Item 13.    | Certain
 Relationships and Related Transactions and Directors Independence                                     | 15   | 
|Item 14.    | Principal
 Accounting Fees and Services                                                                        | 15   | 
|            |                                                                                                                |      | 
|            | PART IV                                                                                                        |      | 
|            |                                                                                                                |      | 
|Item 15.    | Exhibits,
 Financial Statement Schedules                                                                       | 16   | 
|SIGNATURES  |                                                                                                                |      | 

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MONARCH INVESTMENT PROPERTIES, INC.
FORM 10-KPART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this
Annual Report on Form 10-K Statement that do not relate to present or
historical conditions or facts are forward-looking statements within the
meaning of that term in the Securities Act of 1933, as amended (the Securities
Act) and the Securities Exchange Act of 1934, as amended (the Exchange Act).
Such forward-looking statements involve known and unknown risks and uncertainties
that could cause actual results or outcomes to differ materially from those
expressed in, or implied by, the forward-looking statements. Forward-looking
statements may included, without limitation, statements relating to our plans,
strategies, objectives, expectations and intentions and are intended to be made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Words such as believes, forecasts, intends,
possible, estimates, anticipates, and plans and similar expressions are
intended to identify forward-looking statements. Our ability to predict
projected results or the effect of events on our operating results is
inherently uncertain. Forward-looking statements should not be read as a guarantee
of future performance or results, and will not necessarily be accurate
indications of the times at, or by which, such performance or results will be
achieved.

Forward-looking statements
speak only as of the date the statements are made. We assume no obligation to
update forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking information
except to the extent required by applicable securities laws. If we update one
or more forward-looking statements, no inference should be drawn that we will
make additional updates with respect thereto or with respect to other
forward-looking statements.

While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding future events, our actual
results will likely vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested
herein. Some of the risks and assumptions include:

| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | our need for additional
 financing in the near future;                                                                                                   
| |   |                                                                                                                                                          
| | · | the Company may suffer from
 disruptions in the economy that will effect its potential to find financing
 and/or potential candidate to merge or acquire;
| |   |                                                                                                                                                          
| | · | no recent operating
 history;                                                                                                                            
| |   |                                                                                                                                                          
| | · | our history of operating
 losses;                                                                                                                        
| |   |                                                                                                                                                          
| | · | the competitive environment
 in which we operate;                                                                                                        
| |   |                                                                                                                                                          
| | · | changes in governmental
 regulation and administrative practices;                                                                                        
| |   |                                                                                                                                                          
| | · | our dependence on key
 personnel;                                                                                                                        
| |   |                                                                                                                                                          
| | · | our ability to fully
 implement our business plan;                                                                                                       
| |   |                                                                                                                                                          
| | · | other regulatory,
 legislative and judicial developments.                                                                                                

We advise the reader that
these cautionary remarks expressly qualify in their entirety all
forward-looking statements attributable to us or persons acting on our behalf.
Important factors that you should also consider, include, but are not limited
to, the factors discussed under Risk Factors in this annual report.

The forward-looking statement
in this annual report are made as of the date of this annual report and we do
not intend or undertake to update any of the forward-looking statements to
conform these statements to actual results, except as required by applicable
law, including the securities laws of the United States.

Item 1. Business

History

We were organized under the
laws of the State of Nevada under the name Comstock Tailings Company on May 13,
1988 for the purpose of engaging in the acquisition and development of
minerals, metals and other natural resource products and the related operations
applicable to such activities. On or about March 31, 1997, we consummated a
merger with Iron Holdings Corp. (Old Iron), a New York corporation, including
its wholly-owned subsidiary company, Iron Eagle Contracting & Mechanical,
Inc. (IECM) and changed our name to Iron Holdings Corp. (Iron Holdings).
IECM was a construction contractor engaged in pipe work, including gas and
water mains, as well as steel installation, primarily for city and state
infrastructure construction. IECM commenced operations in January 1996 and
spent most of fiscal year 1996 bidding on potential jobs. IECM ceased
operations shortly thereafter due to its incurring significant losses from
operations.

1

---



On June 29, 1998, we changed
our name to Monarch Investment Properties, Inc.

From 1994 to February 1999,
we filed reports with the Securities and Exchange Commission (SEC) pursuant
to Section 12(g) of the Exchange Act. On February 11, 1999, we filed a Form 15
terminating the registration of our securities under Section 12 of the Exchange
Act.

On August 7, 2007, the
Company filed Form 10-SB12G on a voluntary basis to provide current public
information to the investment community. Accordingly, the Company again became
a reporting company.

Change of Control

During 1997, we defaulted on
payment of a promissory note in the principal amount of $1,100,000 representing
a loan that had been made to us by JJFN Holdings, Inc. (JJFN Holdings), a
wholly-owned subsidiary of Strategic Capital Resources, Inc. (Strategic), in
connection with our acquisition of IECM. As a result of this default, during
June 1999, JJFN Holdings filed an action in the Supreme Court of the State of
New York, County of Queens against us, and our subsidiaries, IECM, Iron
Holdings, and Tahoe Realty Corp., as well as two of our officers and certain
other individuals, to recover the monies due to JJFN Holdings under the
promissory note. During November 2004, the action was settled by: (i) payment
from the former principals of the Company of $155,000 to Strategic; (ii) entry
by the Court of a judgment against the Company in the amount of $1,100,000
(representing the principal amount of the loan from JJFN) plus accrued
interest, (or $1,522,997.20 in the aggregate at the time of the entry of the
judgment) (the JJFN Judgment), and (iii) surrender of 420,000 shares of
common stock of the Company, par value $.001 per share (the Common Stock) to
Strategic by the former principals and majority stockholders of the Company. As
a result of the transfer of shares of Common Stock from the former principals,
Strategic acquired a 62.8% equity ownership interest in the Company.
Additionally, in connection with the settlement, the former officers and
directors of the Company tendered their resignations, and Mr. David Miller, the
Companys President, was first elected and appointed director and officer of
the Company.

During December 2005,
Strategic agreed to convert $1,500,000 of the then current $1,638,000 balance
on the JJFN Judgment into 15,000,000 shares of Common Stock of the Company,
which shares were issued to Strategic during March 2006. The 15,000,000 shares
were transferred to the stockholders of Strategic pursuant to Strategics
declaration of a stock dividend in March 2006 in the following amounts: Lite N
Low, Inc.  1,485,000 shares; Priority Capital Corp.  2,205,000 shares; Helen
Miller Irrevocable Trust  1,770,000 shares; Scott Miller  1,875,000 shares;
Rita Miller  1,875,000 shares and David Miller 5,790,000 shares. During July
2007, Ms. Rita Miller transferred 1,875,000 shares to her spouse, Mr. David
Miller.

On March 14, 2005, the
Company issued to Strategic a seven-year warrant to purchase 1,100,000 shares
of Common Stock, at an exercise price of $.001 per share (Strategic Warrant),
in consideration for modification of the promissory note between the Company
and JJFN Holdings. The Strategic Warrant contains certain anti-dilution
provisions which provide that if at any time the number of shares of Common
Stock is reduced through subdivision, recapitalization, reclassification or
otherwise, or if the Company declares a dividend on its Common Stock or
Preferred Stock payable in shares of Common Stock, or if the Company merges or
consolidates with or into another entity or sells all or substantially all of
it assets, the number and nature of the Common Stock issuable or issued on the
exercise of the Strategic Warrant will be adjusted so that each holder of a
Strategic Warrant or the original holder of the exercised shares of Common
stock outstanding at the time of such event will have the right to purchase the
same kind and amount of securities at the original exercise price which the
holder would have received if such event has not taken place. The Strategic
Warrant also contains a cashless exercise provision providing that payment of
the exercise price may be made by surrendering to the Company that number of
shares of Common Stock having a fair market value equal to the exercise price.
The Strategic Warrant also provides certain piggyback registration rights
whereby the Company is required to provide prior written notice to Strategic of
its intention to file a registration statement under the Securities Act and
upon the request of Strategic to include those registrable shares underlying
the Strategic Warrant in such registration statement.

Business Strategy

We have no current operations
and we have only nominal assets. We are a shell company as that term is
defined in Rule 12b-2 of the Exchange Act (i.e., a company which has (i) no or
nominal operations; and (ii) either (x) no or nominal assets; (y) assets
consisting solely of cash and cash equivalents; or (z) assets consisting of any
amount of cash and cash equivalents and nominal other assets). Our primary
business plan is to seek, investigate, and, if we believe warranted, acquire
one or more companies with business operations and to pursue other related
activities intended to enhance stockholder value. Our activities are currently
directed at developing our acquisition plan and raising initial capital. We
have very limited capital, and it is unlikely that or we will be able to take
advantage of more than one such business opportunity even if we are presented
with more than one business opportunity.

Agreement
and Plan of Merger with All American Home Products, LLC (All American)

On December 18, 2007, we
executed a Merger Agreement with All American, whereby All American would have
merged with and into the Company and the Company would be the surviving
corporation. The Merger Agreement was amended by the parties on May 24, 2008,
in consideration for $100,000.00, paid by All American to us during the fourth
quarter of our fiscal year ended June 30, 2008, which would have been credited
against the amount All American is required to pay pursuant to the Merger
Agreement in assuming certain of the Companys obligations, as well as all fees
and expenses of Strategic Capital Resources, Inc., the Companys principal
stockholder, incurred by it in connection with the Merger. Under the terms of
the Merger Agreement, as amended, we would have been obligated to issue the
holders of All American Units one share of our Common Stock for each Unit held
at the Effective Time. Any All American Warrants in existence immediately prior
to the merger would have been automatically converted into warrants to purchase
our Common Stock subject to the same terms and conditions of the warrants as
otherwise in effect immediately prior to the Effective Time, provided that the
number of shares to be issued to holders of Units and the exercise price would
have been adjusted on the same basis as the shares of Common Stock to be issued
in the merger.

2

---



During all times applicable
hereto, All American was experiencing significant financial and other
difficulties, including liquidity issues. As a result, All American was unable
to provide the Company with its financial information to allow the company to
timely file its Definitive Information Statement with the Securities Exchange
Commission.

On February 17, 2009, after
receipt of All Americans financial information, the Company filed its
Definitive Information Statement with the SEC. Pursuant to the terms of the
Merger Agreement, as amended, All American was then required to close the
Merger on or before March 19, 2009. All American was unable to consummate the
Merger. The Companys Board of Directors directed the Companys management to
notify All American that the Company was no longer willing to extend the
closing date of the Merger and further, that the Company was exercising its
rights under the Merger Agreement, as amended, to recover all costs incurred by
the company relating to the proposed merger. On April 14, 2009, the Company
provided formal notice to All American, demanding payment of all fees and
expenses in the amount of $315,972. The Company served a summary and complaint
against All American, which was served on May 20, 2009. As of the date of this
report the Company has not received any funds from All American, or any formal
response back to its demand for payment.

In December of 2008 a major
creditor of All American Home Products initiated litigation against All
American for the failure to pay on a promissory note. Then, on February 23,
2009 the major creditor entered a default judgment against All American. On
April 13, 2009 the major creditor domesticated its default judgment in Florida
against All American.

On May 26, 2009 All American
filed a petition commencing an Assignment for the Benefit of Creditor (ABC)
proceeding, pursuant to Chapter 727 of the Florida Statutes. As a result of the
ABC, our lawsuit was automatically stayed. Furthermore, as a result of the
major creditors domesticating their judgment in Florida prior to the May 26,
2009, our claim is automatically subordinated to their claim.

On June 12, 2009, the Company
filed its Proof of Claim with the Trustee of the ABC. On June 26, 2009 a
hearing was held concerning a Letter of Intent to purchase certain assets of
All American Home Products, dated May 13, 2009. The Letter of Intent provides
for a purchase price of all the assets for $10,000, a $10,000 breakup fee if
another bid is received, as well as related fees. The major judgment creditor
is contesting the proposed sale.

The Company believes that
based on the filing of the ABC and the perfection of a judgment claim against All
American, it is highly unlikely the Company will have any recovery of its
claim.

Employees

As of June 30, 2009 we had no
employees other than our executive officers. Each of our executive officers are
engaged in outside business activities and will devote very limited time to our
business until a promising business combination opportunity is identified. The
business of the Company is managed by one of our shareholders and affiliate,
Strategic, pursuant to a letter agreement, dated July 9, 2007.

Strategic is currently
providing day-to-day management services to the Company pursuant to a letter
agreement, date July 9, 2007, for a management fee of $500.00 per month.
Strategics responsibilities under the agreement include the following
services: (i) provision of storage space; (ii) maintenance of the books and
records of the Company; (iii) administrative assistance in the preparation and
filing of quarterly and annual financial statements, as well as Registration
Statements; and (iv) other administrative and management services as may be
reasonably required, not to exceed five (5) hours per month. Such additional
services may include reviewing and analyzing business combination opportunities
for the Company, performing due diligence, and recommending potential merger or
acquisition opportunities. Strategic is controlled by David Miller, the
President and a Director of the Company.

Item 1A. Risk Factors

You should
carefully consider the risk factors discussed below. The risks discussed below,
together with all of the other information contained in this Annual Report on
Form 10-K, including the consolidated financial statements and related notes
appearing herein, any of which could materially affect our business, financial
conditions or results of operations, are not the only risks we face. Additional
risks and uncertainties not currently known to us or that we deem to be
immaterial could also materially and adversely affect our business, financial
condition and results of operations.

We currently have very limited assets, no sources of revenue
or business operations, and will need additional financing in order to execute
our business plan.

We do not currently have any
assets other than a cash balance of $5,179 as of June 30, 2009. We have not
generated any revenues for at least the past few years, and we do not expect to
generate any revenues until such time, if ever, as we complete an acquisition,
reorganization, merger or similar transaction with an operating business. We
can provide no assurances if we consummate a transaction that any acquired
business will generate any material revenues or that any such business will
operate on a profitable basis. Furthermore, we are unable to predict the time
as to when, and if ever, that we may actually acquire or enter into an
acquisition, reorganization, merger or similar transaction with an operating
business. Because we do not have a recent operating history, you will have no
basis upon which to evaluate our business objective to acquire an operating
business.

3

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Since we have not had business operations in recent years, we
are considered a shell company under the federal securities laws which may have
an adverse effect on our business and how we are perceived in the business
community.

Under the federal securities
laws, we are considered a shell company because, at June 30, 2009, we had
nominal operations and assets consisting of $5,179, representing cash and cash
equivalents. The SEC rules (i) prohibit the use of a Registration Statement on
Form S-8 by a shell company and (ii) require a shell company or its successor
to file a Current Report on Form 8-K disclosing a transaction that caused the
company to lose its shell company status and including information that the
shell company or its successor would be required to provide if it were
registering a class of securities on Form 10, as applicable, under the Exchange
Act. Our future operating results depend on many factors, including, but not
limited to our ability to implement our growth strategy, and we anticipate that
we will operate as a shell company until such time as we can develop stable and
revenue-generating operations. Our status as a shell company may have an
adverse effect on our business.

We will require additional financing in the near future or
our business will fail.

Based on our currently
proposed plans and assumptions, we will require additional funds to implement
our proposed acquisition plan over the next 12 months. Currently, Strategic is
providing the working capital for our business and there can be no assurances
that Strategic will continue to fund our expenses in the future. We may seek to
obtain additional financing from a number of affiliated or unaffiliated sources
that could involve, among others possible sales of our equity or debt
securities, or borrowings from financial institutions. We do not have any
arrangements with respect to, or sources of, additional financing, and we may
not be able to sell any such securities or obtain any loans on terms and
conditions acceptable to us or at all when we need it. Such funds, even if
received, may not be sufficient for our purposes. If we fail to obtain
additional financing in the future, it would have a material adverse effect on
our operations, possibly requiring postponing the implementation of our business
plan. Any equity financing may involve substantial dilution of the interest of
our then current stockholders. Any debt financing could subject us to the risks
associated with leverage, including the possible risk of an inability to repay
the debt as it comes due.

Because we have limited capital resources, we will have
difficulty attracting and retaining qualified personnel.

We will need to attract and
retain highly qualified, managerial personnel in order to implement our
strategy. Competition for such personnel is intense, and we may be unable to
locate and retain highly qualified managerial personnel either currently or in
the future. If we are unable to attract and retain the necessary managerial
personnel, it would have a material and adverse effect on our business, results
of operations and financial condition.

We are dependent on the efforts of management to identify
potential business combination opportunities.

Our success is substantially
dependent on the performance of our management in assisting us in the
identification of business combination opportunities. In particular, our
success depends substantially on the continued efforts of David Miller, our
President.

We currently do not have key
person life insurance on our officers and even if we seek to obtain this
insurance may be unable to obtain such insurance in the near future due to high
cost or other reasons. We also do not have written employment agreements with
any members of our management. We believe that the loss of the services of Mr. Miller
would have a material adverse effect on our efforts to identify merger and
acquisition opportunities and ultimately consummate a business combination.

We face significant competition for business opportunities
and combinations.

We are not a significant
participant in the business of seeking a business combination partner. A large
number of established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may be merger
or acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we do and, consequently, we will be at competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete with numerous
small public companies in seeking merger or acquisition candidates.

Our officers and directors will allocate their time to other
business thereby causing conflicts of interest in their determination as to how
much time to devote to our affairs, and this conflict of interest could have a
negative impact on our ability to consummate a business combination.

Our officers and directors
are not required to commit their full time to our affairs, which could create a
conflict of interest when allocating their time between our operations and
their other commitments. We do not intend to have any full time employees prior
to the consummation of an acquisition, reorganization, merger or similar
transaction with an operating business. All of our executive officers are
engaged in several other business endeavors and are not obligated to devote any
specific number of hours to our affairs. If our officers and directors other business
affairs require them to devote more substantial amounts of time to such
affairs, it could limit their ability to devote time to our affairs and could
have a negative impact on our ability to consummate a business combination. We
cannot assure you that these conflicts will be resolved in our favor.

4

---



We may issue shares or debt securities to complete a business
combination, which would reduce the equity interest of our stockholders and
likely cause a change in control of our ownership.

Although we do not have a
current unequivocal commitment, we would likely issue a substantial number of
additional shares of our Common Stock or preferred stock, or a combination of
Common Stock and preferred stock, to complete a business combination. The
issuance of additional shares of Common Stock or any number of shares of our
preferred stock:

| |   |                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | may significantly reduce
 the equity interest of our current stockholders;                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                          
| | · | may subordinate the rights
 of holders of Common Stock if we issue preferred shares with rights senior to
 those afforded to our holders of Common Stock; and                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                          
| | · | will likely cause a change
 in control if a substantial number of our shares of Common Stock are issued,
 which may affect, among other things, our ability to use our net operating
 loss carry forwards, if any, and could result in the resignation or removal
 of our present officers and directors.

Similarly, if we issue debt
securities, it could result in:

| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | acceleration of our
 obligations to repay the indebtedness even if we make all principal and
 interest payments when due if we breach certain covenants that require the
 maintenance of certain financial ratios or reserves without a waiver or
 renegotiation of that covenant;
| |   |                                                                                                                                                                                                                                                                                   
| | · | our immediate payment of
 all principal and accrued interest, if any, if the debt security is payable
 on demand; and                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                   
| | · | our inability to obtain
 necessary additional financing if the debt security contains covenants
 restricting our ability to obtain such financing while the debt security is
 outstanding.                                                                                        

The resulting change in
control of the Company would likely result in removal of the present executive
officers and directors of the Company and a corresponding reduction in or
elimination of such persons participation in the future affairs of the Company.

Our current members of management are also controlling
stockholders.

Our affiliate and principal
security holder Strategic is currently providing management services to us for
a fee accruing at a monthly rate of $500.00. Strategic is controlled by David
Miller, the President and a Director of the Company. Strategic, Mr. Miller and
their affiliates together beneficially own over 93% of our outstanding Common
Stock and are in a position to control all matters requiring approval of our
stockholders, including the election of director and proposed acquisitions.

We will continue to incur increased costs as a result of
becoming a reporting company.

With the effectiveness of the
Registration Statement-Form 10SB12G, we are an SEC reporting company. In addition,
the Sarbanes-Oxley Act of 2002, as well as a variety of related rules
implemented by the SEC, have required changes in corporate governance practices
and generally increased the disclosure requirements of public companies. For
example, as a result of becoming a reporting company, we will be required to
file periodic and current reports, proxy statements and other information with
the SEC and we must adopt policies regarding disclosure controls and procedures
and regularly evaluate those controls and procedures. As a reporting company,
we will incur significant additional legal, accounting and other expenses in
connection with our public disclosure and other obligations. Management has
also been engaged in assisting executive officers, directors and, to a more
limited extent, stockholders, with matters related to insider trading and
beneficial ownership reporting. Although not presently applicable to us, in the
future we will be required to establish, evaluate and report on our internal
control over financial reporting and to have our registered independent public
accounting firm issue an attestation as to such reports.

We have incurred, and expect
to continue to incur, increased general and administrative expenses as a
reporting company. We also believe that compliance with the myriad rules and
regulations applicable to reporting companies and related compliance issues
will divert time and attention of management away from operating and growing
our business. We do not currently have the financial resources to maintain
compliance with the legal requirements of public companies.

Being a public company also
increases the risk of exposure to class action stockholder lawsuits and SEC
enforcement actions and increases the expense to obtain appropriate director
and officer liability insurance on acceptable or even reduced policy limits and
coverage. As a result, we may find it difficult to attract and retain qualified
persons to serve on our Board of Directors or as executive officers.

Our Common Stock is publicly traded in the future and is
subject to the SECs penny stock rules, broker-dealers may experience
difficulty in completing customer transactions and trading activity in our
securities may be adversely affected.

5

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A penny stock is generally
defined under the Exchange Act as any equity security other than a security
that: (i) is a national market system stock listed on a grandfathered
national securities exchange, (ii) is a national market system stock listed on
a national securities exchange or an automated quotation system sponsored by a
registered national securities association (including NASDAQ) that satisfies
certain minimum quantitative listing standards, (iii) has a transaction price
of five dollars or more, or (iv) is a security whose issuer has met certain net
tangible assets or average revenues, among other exemptions. Our Common Stock
is not currently traded on a national securities exchange or quotation system
sponsored by a national securities exchange and our transaction price is
currently less than five dollars. Therefore, if we have net tangible assets of
$5,000,000 or less, transactions in the Common Stock may become subject to the
penny stock rules promulgated under the Exchange Act. In accordance with
these rules, broker-dealers participating in transactions in low-priced
securities must first deliver a risk disclosure document that describes the
risks associated with such stocks, the broker-dealers must make a suitability
determination approving the customer for low-priced stock transactions based on
the customers financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the
customer, obtain specific written consent from the customer and provide monthly
account statements to the customer. The effect of these restrictions will
probably decrease the willingness of broker-dealers to make a market in our
Common Stock, decrease liquidity of our Common Stock and increase transaction
costs for sales and purchases of our Common Stock as compared to other
securities. If our Common Stock becomes subject to these rules, broker-dealers
may find it difficult to effectuate customer transactions and trading activity
in our securities may be adversely affected. As a result, the market price of
our securities may be depressed and stockholders may find it more difficult to
sell their shares of Common Stock.

If we fail to maintain and effective system of internal
control over financial reporting and disclosure controls and procedures, we may
be unable to accurately report our financial results and comply with the
reporting requirements under the Exchange Act.

Pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002 (Section 404), we are required, as a
non-accelerated filer, beginning with our Annual Report on Form 10-K for the
fiscal year ending June 30, 2008, to include in our Annual Reports on Form
10-K, our managements report on internal control over financial reporting and,
beginning with our Annual Report on Form 10-K for the fiscal year ending June
30, 2010, the registered public accounting firms attestation report on our
managements assessment of our internal control over financial reporting. We
are required to prepare an internal plan of action for compliance with the
requirements of Section 404. As a result, we cannot guarantee that we will not
have any significant deficiencies or material weaknesses within our
processes. Compliance with the requirements of Section 404 is expected to be
expensive and time-consuming. If we fail to complete this evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal control over financial reporting. In addition, any
failure to establish an effective system of disclosure controls and procedures
could cause our current and potential stockholders and customers to lose
confidence in our financial reporting and disclosure required under the
Exchange Act, which could adversely affect our business.

Our charter documents limit the liability of our directors
and officers.

Our Articles of Incorporation
include provisions, subject to certain exceptions, to limit, to the fullest
extent permitted by Nevada General Corporation Law as in effect from time to
time, the personal liability of our directors for monetary damages arising from
a breach of their fiduciary duties as directors. Our Articles of Incorporation
also include provisions to the effect that we will, to the maximum extent
permitted from time to time under the law of the State of Nevada, indemnify any
director or officer. In addition, our By-laws require us to indemnify any
director, officer, employee or agent for acts which such person reasonably
believes are not in violation of our corporate purposes as set forth in our
Articles of Incorporation, to the fullest extent permitted by law.

Our Amended and Restated Articles of Incorporation authorize
us to issue additional shares of capital stock.

We are authorized to issue
under our Amended and Restated Articles of Incorporation, 525,000,000 shares of
capital stock, consisting of 500,000,000 shares of Common Stock and 25,000,000
shares of preferred stock. Our Board of Directors has the ability to issue
additional shares of Common Stock and preferred stock in the future for such
consideration as the Board may consider sufficient without seeking stockholder
approval. The issuance of additional Common Stock, preferred stock or other
convertible securities in the future will reduce the proportionate ownership
and could also reduce the voting power of current stockholders.

We do not intend to pay future cash dividends.

We currently do not
anticipate paying cash dividends on our Common Stock at any time in the near
future. Any decision to pay dividends will depend upon our profitability at the
time, cash available and other factors. We may never pay cash dividends or
distributions on our Common Stock.

We likely will complete only one business combination, which
will cause us to be dependent solely on a single business and a limited number
of products, services or assets.

Given our limited financial
resources and other considerations, it is likely that if we complete a business
combination it will be with only one target business. Accordingly, the
prospects for our success may be solely dependent upon the performance of a
single business and dependent upon the development or market acceptance of a
single or limited number of products, processes or services. In this case, we
will not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the
resources to complete business combinations or asset acquisitions in different
industries or different areas of a single industry so as to diversify risks and
offset losses.

6

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Because of losses incurred by us to date and our general
financial condition, we received a going concern qualification in the audit
report from our independent public accounting firm for the most recent fiscal
year that raises substantial doubt about our ability to continue to operate as
a going concern.

Our independent auditors have
issued a going concern paragraph in their opinion on the financial statements
for the year ended June 30, 2008 and 2009 that states there is a substantial
doubt about our ability to continue as a going concern. The ability to continue
as a going concern is dependent on our ability to assess capital through debt
and equity funding, to develop profitable operations and resolve our liquidity
problems. If we are not able to continue as a going concern, we may cease to
operate and our investors will lose some or all of their investment.

Lack of Liquidity

Our stock has not been traded
in a while. Before requiring stock in the Company investors should consider
that this lack of liquidity would make it difficult for investors to trade
their shares in the given market.

Item 1B. Unresolved Staff Comments

Not applicable

Item 2. Properties

We do not own or have a lease
for any property. Our principal place of business is provided by Strategic at
1801 N. Military Trail, Suite 203, Boca Raton, Florida 33431.

Item 3. Legal Proceedings

Monarch is not a party to any
legal proceedings and no such proceedings are known to be contemplated other
than the claim against All American. See Item 1  Business  Plan of Merger.

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

None

PART II

Item 5. Market for
Common Equity and Related Stockholder Matters

|   |                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------
|A. | Market Information                                                                                                                             
|   |                                                                                                                                                
|   | To the best of our
 knowledge our Common Stock is not currently quoted or traded on any exchange
 or inter-dealer electronic quotation service.
|   |                                                                                                                                                
|B. | Dividend Policy                                                                                                                                

No
dividends have been declared or paid on our common stock. We have incurred
recurring losses and do not currently intend to pay any cash dividends in the
foreseeable future.

Item 6. Selected Financial Data

We are a small reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to
provide the information under this item.

Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations and Plan of Operation

Overview

We were organized under the
laws of the State of Nevada under the name Comstock Tailings Company on May 13,
1988 for the purpose of engaging in the acquisition and development of minerals,
metals and other natural resources products and the related operations
applicable to such activities. On or about March 31, 1997, the Company
consummated a merger with Old Iron, including its wholly-owned subsidiary
company. IECM changing its name to Iron Holdings. IECM was a construction
contractor engaged in pipe work, including gas and water mains, as well as
steel installation, primarily for city and state infrastructure construction.
On June 29, 1998, our stockholders approved the changes of the company name to
its present name, Monarch Investment Properties, Inc. In recent years Monarch
has not conducted any business operations.

7

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From 1994 to 1999, we filed
reports with the SEC pursuant to Section 12(g) of the Exchange Act. On February
11, 1999, we filed a Form 15 terminating the registration of our securities und
Section 12 of the Exchange Act. On August 7, 2007, the Company filed a Form
10-SB12G on a voluntary basis to provide current public information to the
investment community. Accordingly, the Company again became a reporting
company.

With virtually no operating
history and the uncertain nature of the markets we address or intend to
address, it is difficult to predict our future results of operations. Our
operations may never generate significant revenues or any revenues whatsoever,
and we may never achieve profitable operations.

Our Business Strategy

Our current business plan is
to serve as a vehicle for the acquisition of or merger or consolidation with a
target business. We intend to effect a business combination with a target
business which we believe has significant growth potential. The business
combination may be with a financially stable, mature company or a company that
is in its early stages of development or growth.

On December 18, 2007, we
executed a Merger Agreement with All American, whereby All American would have
merged with and into the Company and the Company would be the surviving
corporation. The Merger Agreement was amended by the parties on May 24, 2008,
in consideration for $100,000.00, paid by All American to us during the fourth
quarter of our fiscal year ended June 30, 2008, which would have been credited
against the amount All American is required to pay pursuant to the Merger
Agreement in assuming certain of the Companys obligations, as well as all fees
and expenses of Strategic Capital Resources, Inc., the Companys principal
stockholder, incurred by it in connection with the Merger. Under the terms of
the Merger Agreement, as amended, we would have been obligated to issue the
holders of All American Units one share of our Common Stock for each Unit held
at the Effective Time. Any All American Warrants in existence immediately prior
to the merger would have been automatically converted into warrants to purchase
our Common Stock subject to the same terms and conditions of the warrants as
otherwise in effect immediately prior to the Effective Time, provided that the
number of shares to be issued to holders of Units and the exercise price would
have been adjusted on the same basis as the shares of Common Stock to be issued
in the merger.

During all times applicable
hereto, All American was experiencing significant financial and other
difficulties, including liquidity issues. As a result, All American was unable
to provide the Company with its financial information to allow the company to
timely file its Definitive Information Statement with the Securities Exchange
Commission.

On February 17, 2009, after
receipt of All Americans financial information, the Company filed its
Definitive Information Statement with the SEC. Pursuant to the terms of the
Merger Agreement, as amended, All American was then required to close the
Merger on or before March 19, 2009. All American was unable to consummate the
Merger. The Companys Board of Directors directed the Companys management to
notify All American that the Company was no longer willing to extend the
closing date of the Merger and further, that the Company was exercising its
rights under the Merger Agreement, as amended, to recover all costs incurred by
the company relating to the proposed merger. On April 14, 2009, the Company
provided formal notice to All American, demanding payment of all fees and
expenses. As of the date of this report the Company has not received any funds
from All American, or any formal response back to its demand for payment. The
Company intends to enforce its rights to collect the balance of $315,972
against All American. See Item 1  Business  Plan of Merger.

Financial Condition and Changes

Cash

We have minimal cash and are
dependent in the short term on affiliated parties to continue to infuse capital
to meet our obligations. There is no assurance that this funding will continue.

Accrued
Expenses and Other Liabilities

Accrued expenses at June 30,
2009 and 2008 consisted primarily of professional fees. Listed below is a
summary of the transactions related to accrued expenses and other liabilities:

|                                                    |  |   |         |  
|--------------------------------------------------- |  | - | ------- | -
|Balance, June 30, 2007                              |  | $ | 30,718  |  
|Payment of accrued professional fees                |  |   | (24,718 | )
|Accrual of accounting fees                          |  |   | 16,000  |  
|Accrual of other fees                               |  |   | 35,737  |  
|                                                    |  |   |         |  
|Balance, June 30, 2008                              |  |   | 57,737  |  
|Payment of accrued professional and accounting
fees |  |   | (19,398 | )
|Payment of other fees and expenses                  |  |   | (8,754  | )
|Accrual of professional fees                        |  |   | 16,130  |  
|Accrual of accounting fees                          |  |   | 18,500  |  
|Accrual of other fees and expenses                  |  |   | 16,455  |  
|                                                    |  |   |         |  
|Balance, June 30, 2009                              |  | $ | 80,670  |  
|                                                    |  |   |         |  

8

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Convertible
Judgment Debt Payable

Listed below is a summary of
the transactions related to the JJFN Judgment obtained by JJFN Holdings against
us in November 2004. Unpaid portions of the JJFN Judgment bear simple interest
at the rate of 9% per annum:

|                                      |  |   |            |  
|------------------------------------- |  | - | ---------- | -
|Original judgment                     |  | $ | 1,100,000  |  
|Interest 1999 through June 2005       |  |   | 643,500    |  
|Partial payment made November 2004    |  |   | (155,000   | )
|                                      |  |   |            |  
|Balance, June 30, 2005                |  |   | 1,588,500  |  
|Interest June 2005 through June 2006  |  |   | 77,902     |  
|Amount exchanged for Common Stock     |  |   | (1,500,000 | )
|                                      |  |   |            |  
|Balance, June 30, 2006                |  |   | 166,402    |  
|Interest July 2006 through June 2007  |  |   | 14,657     |  
|                                      |  |   |            |  
|Balance, June 30, 2007                |  |   | 181,059    |  
|Interest July 2007 through June 2008  |  |   | 14,648     |  
|                                      |  |   |            |  
|Balance, June 30, 2008                |  |   | 195,707    |  
|Interest, July 2008 through June 2009 |  |   | 14,647     |  
|                                      |  |   |            |  
|Balance, June 30, 2009                |  | $ | 210,354    |  
|                                      |  |   |            |  

Affiliated
Party Debt

To date, our operations have
been funded by Strategic Capital Resources, Inc. which is controlled by one of
our executive officers. Listed below is a summary of the transactions related
to the debt we owe to Strategic:

|                                                                         |  |   |          |  
|------------------------------------------------------------------------ |  | - | -------- | -
|Balance, June 30, 2007                                                   |  | $ | 109,252  |  
|Interest                                                                 |  |   | 23,331   |  
|Advances                                                                 |  |   | 128,500  |  
|Payments  reimbursements from potential merger candidate, All
 American |  |   | (100,000 | )
|                                                                         |  |   |          |  
|Balance, June 30, 2008                                                   |  |   | 161,083  |  
|Interest                                                                 |  |   | 23,235   |  
|Advances                                                                 |  |   | 51,000   |  
|                                                                         |  |   |          |  
|Balance, June 30, 2009                                                   |  | $ | 235,318  |  
|                                                                         |  |   |          |  

Results of Operations

We have generated no revenues
since our fiscal year ended 1998 and will not generate revenues until, at the
earliest, the completion of a business combination. There can be no assurance
that we will be able to consummate a business combination on terms acceptable
to us and our stockholders.

Year Ended June 30, 2009 Compared to the Year Ended
June 30, 2008

General and administrative
expenses were $70,137 for the year ended June 30, 2009, as compared to $157,471
for the year ended June 30, 2008, a decrease of $87,334. Legal expenses in 2009
and 2008 resulted primarily from our efforts to facilitate a merger as well as
the costs of SEC Filings related to the Merger. Filing fees in 2009 comprise of
$15,000 to Strategic Capital Resources, Inc. and $2,500 for accounting firm to
review public filings related to the proposed Merger. The Company did receive
from the potential merger candidate a non-refundable, partial reimbursements of
some of the costs of the proposed merger. Listed below is a summary of these
expenses:

|                             |  |      |        |      |   |         | 
|---------------------------- |  | ---- | ------ | ---- | - | ------- | 
|                             |  | 2009 |        | 2008 |  
|                             |  |      |        |      |  
|Accounting Fees              |  | $    | 18,500 |      | $ | 26,300  | 
|Legal Fees                   |  |      | 15,208 |      |   | 111,262 | 
|Management Fees              |  |      | 6,000  |      |   | 6,000   | 
|Printing                     |  |      | 6,138  |      |   | 9,575   | 
|Stock Transfer Fees          |  |      | 1,690  |      |   | 1,650   | 
|Filing Fees                  |  |      | 17,500 |      |   |        | 
|Miscellaneous Fees and Other |  |      | 5,101  |      |   | 2,684   | 
|                             |  |      |        |      |   |         | 
|TOTAL                        |  | $    | 70,137 |      | $ | 157,471 | 
|                             |  |      |        |      |   |         | 

Other income and interest
expense for the year ended June 30, 2008 netted to income of $62,021. It is
comprised of $100,000 which was received from All American as a partial
reimbursement payment to be applied towards fees and expenses incurred in the
ordinary course of business in connection with the proposed merger. Interest
expense was $37,883 for the year ended June 30, 2009, compared to $37,979 for
the year ended June 30, 2008.

As a result of the foregoing,
we incurred a net loss of $108,020 for the year ended June 30, 2009, compared
to a net loss of $95,450 for the year ended June 30, 2008. The net expenses in
2008 would have been in comparison substantially higher were it not for the
corresponding reimbursement of some of the Merger costs.

9

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Liquidity and Capital Resources

At June 30, 2009, our cash
balance was $5,179 and we had a working capital deficit of $521,163.

To date, the Companys
operations have been funded by Strategic which is controlled by the Companys
President. This funding included paying professional fees, interest on the
affiliated debt as well as accruing $500 per month for management fees and
$17,500 related to the merger filing fees.

For the year ended June 30,
2009, we had negative cash flows from operating activities of $70,440 compared
to negative cash flows of $53,783 for the year ended June 30, 2008, an increase
of $16,657. We have been dependent upon proceeds of loans from Strategic to
fund continuing activities. For the year ended June 30, 2009 our loans from
Strategic increased by $74,235.

We currently do not have
sufficient cash reserves to meet all of our anticipated obligations for the
next twelve months and there can be no assurance we will ultimately obtain the
necessary financing. In addition to any third-party financing that may be
obtained, we currently expect that loans from our stockholders may be a
continuing source of liquidity to meet our obligations. Accordingly, we will
need to seek funding in the near future.

Our independent auditors have
issued a going concern paragraph in their opinion on the financial statements
for the year ended June 30, 2009 that states there is substantial doubt about
our ability to continue as a going concern. The ability to continue as a going
concern is dependent on our ability to obtain capital through debt and equity
funding.

Critical Accounting Policies

The
significant accounting policies are summarized as follows:

Use of Estimates

Our
management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with accounting
principles generally accepted in the United States of America. Actual results
could differ from those estimates.

Fair Value of Financial Instruments

The
carrying amounts reported in the balance sheet for cash, accounts payable and
accrued expenses, convertible judgment debt payable and stockholder payable
approximate their fair market value based on the short-term maturity of these
instruments.

Statement
of Financial Accounting Standards (SFAS) No. 107 requires disclosures about
the fair value for all financial instruments, whether or not recognized, for
financial statement purposes. Disclosures about fair value of financial
instruments are based on pertinent information available to management as of
June 30, 2009 and 2008. Accordingly, any estimates presented in these
statements are not necessarily indicative of the amounts that could be realized
on disposition of the financial instruments.

Management
has estimated the fair values of cash, accounts payable, and accrued expenses
to be approximately their respective carrying values reported on these
statements because of their short maturities. Our accounting policies are described in Note
5 to our financial statements. Also please see Note 5 to our financial
statements for Recent Accounting Pronouncements.

Off-Balance Sheet Arrangements

We do not have any
off-balance sheet arrangements, investments in special purpose entities or
undisclosed borrowings or debt. Additionally, we are not a party to any
derivative contracts or synthetic leases.

Item 7A. Quantitative and Qualitative Disclosures Above
Market Risk

We are a small reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to
provide the information under this item.

10

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Item 8. Financial Statements

The following financial
statements are filed as a part of this Form 10-K immediately following the
signature page:

|                                                                                             |  |           
|-------------------------------------------------------------------------------------------- |  | ----------
|                                                                                             |  | Page No.  
|                                                                                             |  |           
|                                                                                             |  |           
|Report of Independent Registered Public
 Accounting Firm                                     |  | F-1       
|                                                                                             |  |           
|Balance Sheets  June 30,
 2009 and 2008                                                     |  | F-2       
|                                                                                             |  |           
|Statements of Operations 
 For the Years Ended June 30, 2009 and 2008                       |  | F-3       
|                                                                                             |  |           
|Statement of Changes In
 Stockholders Deficiency for the Years Ended June 30, 2009 and 2008 |  | F-4       
|                                                                                             |  |           
|Statements of Cash Flows 
 For the Years Ended June 30, 2009 and 2008                       |  | F-5       
|                                                                                             |  |           
|Notes to Financial
 Statements for the Years Ended June 30, 2009 and 2008                    |  | F-6  F-13

Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

During the two years ended
June 30, 2009 and 2008 Monarch has not filed a Form 8-K reporting a change of
accountants, nor has there been any material disagreement with its accountants
on any matter regarding accounting or financial disclosure.

Item 9A(T). Controls and Procedures

(a) Evaluation of
Disclosure Controls and Procedures.

As required by Rule 13a-15
under the Securities Exchange Act of 1934, as of the end of the period covered
in this report, we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of our principal
executive officer and principal financial officer, who concluded, that as of
the end of the period covered by this report, our disclosure controls and
procedures were effective to ensure that information required to be disclosed
by us in reports we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms, and (2) accumulated and communicated to our management,
including our principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.

(b) Managements
Annual Report on Internal Control Over Financial Reporting.

Management of the Company is
also responsible for establishing and maintaining internal control over
financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the
Securities Exchange Act of 1934.

The Companys internal
controls over financial reporting are intended to be designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. The Companys internal controls
over financial reporting are expected to include those policies and procedures
that management believes are necessary that:

(i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the
Company; and

(iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Companys assets that could have a material effect on
the financial statements.

In evaluating internal
controls, management considered the amount of Monarchs financial activities
and resources. Monarch has for the past several years, used the services of
Strategics accounting department to assist in completing the financial
reporting process, but ultimately the principal executive officer and principal
financial officer are responsible not only for controls, but also for all other
aspects of general ledger, disbursements and receipts, and financial statement
preparation. Management assessed the effectiveness of the Companys internal
control over financial reporting as of June 30, 2009. Management has concluded
that the Companys internal control over financial reporting was effective as
of June 30, 2009.

11

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This Annual Report does not
include an attestation report of the Companys independent registered public
accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the Companys independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only managements report on internal control in
this Annual Report.

There were no changes in our
internal controls or in other factors that occurred during the fourth quarter
of our fiscal year ended June 30, 2009 that has materially affected, or is
reasonably likely to materially affect these internal controls over financial
reporting.

Item 9B. Other Information

Not Applicable

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

12

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PART III

Item 10. Directors, Executive Officers and Corporate
Governance

The directors of Monarch are
elected to hold office until the next annual meeting of shareholders or until
their respective successors have been elected and qualified. Officers of
Monarch are elected by the Board of Directors and hold office until their
successors are elected and qualified.

As of June 30, 2009 the
officer and directors of Monarch are:

|                   |    |     |                                                                              |          | 
|------------------ | -- | --- | ---------------------------------------------------------------------------- | -------- | 
|Name               |    | Age |                                                                              | Position | 
|                   |    |     |                                                                              |          | 
|David Miller       | 64 |     | Chairman of the Board,
 President, Secretary and Principal Executive Officer
|John H. Roach, Jr. | 67 |     | Director                                                                    
|Ralph Wilson       | 79 |     | Director                                                                    
|Philip Bloom       | 55 |     | Principal Financial and
 Accounting Officer, Treasurer                      

There are no family
relationships among our executive officers and directors.

David Miller served on our
Board of Directors from November 2004 to December 2005 and from June 2007 to
the present. From March 2005 to the present, he has also served as our
President. From September 1997 to the present, Mr. Miller has served in the
positions of chairman, president and chief executive officer of Strategic
Capital Resources, Inc., a privately owned specialty financing company. Mr.
Miller is the chairman of the privately owned corporations, Lite N Low, Inc.
and Priority Capital Corp. Mr. Miller has over 40 years of experience in the
finance industry.

John H. (Casey) Roach, Jr.
has served as our Director since March 2005. Since December 2006, Mr. Roach has
served as Senior managing Director and Senior Vice President of TD Wealth
Management (Formerly Commerce Bank Private Banking division). Mr. Roachs appointment
at TD Wealth Management marked the launch of a dedicated private banking team
to serve high net worth clients in the Westchester and Connecticut markets. Mr.
Roach is an experienced financial services executive whose career, which spans
more that 40 years, has focused on asset and wealth management, corporate
finance, investment banking, credit and insurance. He is on the board of
several companies including Priva Technologies, Inc., a firm which specializes
in authentication and security and Strategic Capital Resources, Inc., a
specialty financing company.

Ralph J. Wilson has served as
our director since March 2005. Mr. Wilson has served as the director, secretary
and treasurer of Comet Electronics Corporation, a privately held electronics
manufacturer from November 1966 to present. He also has been a director of
Strategic Capital Resources, Inc. since 1995.

Philip Bloom was appointed in
May 2008 as our principal financial and accounting officer. Mr. Bloom has been
in South Florida for the past 17 years in the financial services industry. He
has served on the Board of Directors of Strategic Capital Resources, Inc. since
May 2007.

Mr. David Miller, and the
other Board Members, as well as Mr. Bloom, are actively involved in the
ownership, management and operation of other business, including the business
of Strategic Capital Resources, Inc. As such, they may have conflicts of
interest in the allocation of business time which may have an adverse affect on
our business and operations.

Involvement in Certain Legal Proceedings

We are not a party to any
pending legal proceeding other than our collection claim against All American.
See Item 1  Business  Plan of Merger. To the knowledge of our management, no
federal, state or local governmental agency is presently contemplating any
proceeding against us. To the knowledge of our management, no director,
executive officer or affiliate of ours or owner of record or beneficially of
more than five percent (5%) of our common stock is a party adverse to us or has
a material interest adverse to us in any proceeding.

Code of Ethics

Due to the limited scope of
our current operations, the Company has not yet adopted a Code of Business
Conduct and Ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. However, upon the completion of a reverse merger
transaction or business combination with an operating company, we intend to
adopt a formal Code of Business Conduct and Ethics.

Audit Committee

The Board of Directors acts
as the audit committee. The Company believes that it has inadequate financial
resources at this time to hire such an expert.

13

---



Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange
Act requires or directors and officers, and the persons who beneficially own
more than ten percent (10%) of our common stock, to file reports of ownership
and changes in ownership with the SEC. Copies of all filed reports are required
to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange
Act. Based solely on the reports received by us and on the representations of
the reporting persons, we believe that these persons have complied with all
applicable filing requirements during the year ended Jun 30, 2009.

Item 11. Executive Compensation

No executive officer of the
Company earned, was awarded or paid any compensation for services in such
capacities for the fiscal years ended June 30, 2009 and 2008.

Our directors do not receive any
compensation for services rendered in such capacities.

On July 9, 2007 we entered
into a written management agreement with Strategic to provide various services
to the Company in exchange for a monthly management fee of $500, which has been
accrued and not paid. Strategic is controlled by our President, David Miller.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

The following table sets
forth certain information as of June 30, 2009 with respect to the beneficial
ownership of our Common Stock by the following individuals and groups:

| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| | · | each of our directors;                                                                                
| |   |                                                                                                       
| | · | each of our executive
 officers;                                                                      
| |   |                                                                                                       
| | · | each person whom we know
 beneficially owns five percent (5%) or more of our outstanding Common Stock;
| |   |                                                                                                       
| | · | all directors and executive
 officers as a group.                                                     

|                                                             |  |                                       |  |                                             |       |   | 
|------------------------------------------------------------ |  | ------------------------------------- |  | ------------------------------------------- | ----- | - | 
|Name and Address of Beneficial Owner(1)                      |  | Number of
 Shares
 Beneficially Owned |  | Percentage
 of
 Shares
 Beneficially
 Owned |      
|                                                             |  |                                       |  |                                             |       |   | 
|David Miller (2)                                             |  | 11,355,000                            |  |                                             | 70.22 | % | 
|John H. (Casey) Roach, Jr                                    |  | 0                                     |  |                                             |      |   | 
|Ralph J. Wilson                                              |  | 0                                     |  |                                             |      |   | 
|Philip Bloom                                                 |  | 0                                     |  |                                             |      |   | 
|Scott Miller                                                 |  | 1,875,000                             |  |                                             | 11.6  | % | 
|Strategic Capital
 Resources, Inc. (3)(4)                    |  | 1,520,000                             |  |                                             | 8.8   | % | 
|Lite N Low, Inc.                                             |  | 1,485,000                             |  |                                             | 9.2   | % | 
|Priority Capital Corp.                                       |  | 2,205,000                             |  |                                             | 13.6  | % | 
|Helen Miller Irrevocable
 Trust                              |  | 1,770,000                             |  |                                             | 10.9  | % | 
|All directors and executive
 officers as a group (5 persons) |  | 15,000,000                            |  |                                             | 92.8  | % | 

(1)          The
address of the directors and executive officers of the Company is c/o Monarch
Investment Properties, Inc., 1801 N. Military Trail, Suite 203, Boca Raton,
Florida 33431. In addition, the address of Strategic Capital Resources, Inc.,
Lite N Low, Inc., and Priority Capital Corp. is 1801 N. Military Trail, Suite
203, Boca Raton, Florida 33431. The address of the Helen Miller Irrevocable
Trust is 7691 Porto Vecchio Place, Delray Beach, Florida 33446.

(2)          Includes
the following shares of Common Stock beneficially owned by affiliates of Mr.
Miller: Lite N Low, Inc.  1,485,000 shares and Priority Capital Corp. 
2,205,000 shares. Excludes the 1,770,000 shares held in the Helen Miller
Irrevocable Trust of which Mr. Miller is the beneficiary. Also excludes the
1,875,000 shares owned by Mr. Millers son, Scott Miller, for which Mr. Miller
disclaims beneficial ownership.

(3)          Does
not include 15,000,000 shares of Common Stock issued to Strategic in settlement
of litigation with the former principals of the Company which shares were
transferred to the shareholders of Strategic pursuant to Strategics stock
dividend during March 2006 in the following amounts: Lite N Low, Inc. 
1,485,000 shares; Priority Capital Corp.  2,205,000 shares; Helen Miller
Irrevocable Trust  1,770,000 shares; Scott Miller  1,875,000 shares; Rita
Miller  1,875,000 shares and David Miller  5,790,000 shares. The entities
Lite N Low, Inc. and Priority Capital Corp. are controlled by David Miller, the
President and Director of the Company. Additionally, David Miller is the
beneficiary of the Helen Miller Irrevocable Trust.

14

---



(4)          Includes
1,100,000 shares of Common Stock underlying a seven-year warrant issued to
Strategic to purchase the shares at an exercise priced of $.001 per share.

Each person in the table
above is considered the beneficial owner of securities that it can acquire
through the exercise or conversion of warrants or other convertible securities
that are exercisable or convertible within 60 days from July 31, 2009. In
calculating each beneficial owners percentage ownership, we have assumed that
the warrants held by that person that are exercisable within 60 days from July
31, 2007 have been exercised. Some of our securities may be beneficially owned
by more than one person.

Item 13. Certain Relationships and Related Transactions
and Directors Independence

On July 9, 2007 we entered
into a written management agreement with Strategic to provide various services
to the Company in exchange for a monthly management fee of $500, which has been
accrued and not paid. Strategic is controlled by our President and Director,
David Miller.

Item 14. Principal Account Fees and Services

(a) Audit Fees

Our principal accountant,
Sherb & Co., LLP, billed us aggregate fees in the amount of approximately
$16,000 for the fiscal year ended June 30, 2009 and $14,500 for the fiscal year
ended June 30, 2008. These amounts were billed for professional services that
Sherb & Co, LLP provided for the audit of our annual financial statements,
review of the financial statements included in our report on Form 10-Q, and other
services typically provided by an accountant in connection with statutory and
regulatory filings or engagements for those fiscal years as well as quarterly
10-Qs.

(b) Audit 
Related Fees

No other audit related fees
were billed to the Company for the fiscal years ended June 30, 2009 and 2008.

(c) Tax Fees

Sherb & Co., LLP billed
fees of $1,500 per year for the fiscal years ended June 30, 2009 and 2008.

15

---



PART IV

Item 15. Exhibits

|                |  |                                                                                                                                                                            | 
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit
 Number |  | Description                                                                                                                                                                | 
|                |  |                                                                                                                                                                            | 
|* 2.1           |  | Articles of Merger, as filed
 with the Secretary of State of the State of Nevada on April 11, 1997, by
 Comstock Tailings Company.                                        
|                |  |                                                                                                                                                                            | 
|* 2.2           |  | Agreement and Plan of Share
 Exchange dated March 31, 1997 between Comstock Tailings Company and Iron
 Holdings Corp.                                                     
|                |  |                                                                                                                                                                            | 
|+ 2.3           |  | Agreement and Plan of
 Merger by and among Monarch Investment Properties, Inc. and All American Home
 Products, LLC, dated as of December 18, 2007.                       
|                |  |                                                                                                                                                                            | 
|+ 2.4           |  | Amendment to Agreement and
 Plan of Merger, effective as of February 29, 2008, by and among Monarch
 Investment Properties, Inc. and All American Home Products, LLC.     
|                |  |                                                                                                                                                                            | 
|* 3.1.1         |  | Articles of Incorporation
 of Comstock Tailings Company, as filed with the Secretary of State of the
 State of Nevada on May 13, 1988.                                    
|                |  |                                                                                                                                                                            | 
|* 3.1.2         |  | Certificate of Amendment to
 the Articles of Incorporation of Iron Holdings Corp. as filed with the
 Secretary of State of the State of Nevada on October 16, 1997.       
|                |  |                                                                                                                                                                            | 
|* 3.1.3         |  | Certificate of Amendment to
 the Articles of Incorporation of Iron Holdings Corp. as filed with the
 Secretary of State of the State of Nevada on July 15, 1998.          
|                |  |                                                                                                                                                                            | 
|* 3.1.4         |  | Amended and Restated
 Articles of Incorporation of Monarch Investment Properties, Inc. as filed
 with the Secretary of State of the State of Nevada on September 25, 2007.
|                |  |                                                                                                                                                                            | 
|* 3.2           |  | Amended and Restated
 By-Laws of Monarch Investment Properties, Inc.                                                                                                      
|                |  |                                                                                                                                                                            | 
|* 10.1          |  | Letter Agreement, by and
 between Monarch Investment Properties, Inc. and Strategic Capital Resources,
 Inc., dated July 9, 2007.                                         
|                |  |                                                                                                                                                                            | 
|* 10.2          |  | Common Stock Purchase
 Warrant to purchase 1,100,000 shares of Common Stock of Monarch Investment
 Properties, Inc., issued to Strategic Capital Resources, Inc.          
|                |  |                                                                                                                                                                            | 
|31.1            |  | Certificate of Principal
 Executive Officer required by Rule 13(a)  14(a)                                                                                                
|                |  |                                                                                                                                                                            | 
|31.2            |  | Certificate of Principal
 Financial Officer required by Rule 13(a)  14(a)                                                                                                
|                |  |                                                                                                                                                                            | 
|32              |  | Certificate Pursuant to Sec
 906                                                                                                                                          

* Filed as an exhibit to the
Companys Registration Statement on Amendment No. 1 to Form 10-SB, as filed
with the Securities and Exchange Commission on September 27, 2007, and incorporated
herein by this reference.

+ Filed as an exhibit to the
Companys Current Report on Form 8-K, as filed with the Securities and Exchange
Commission on December 26, 2007, and incorporated herein by this reference.

++ Filed as an exhibit to the
Companys Current Report on Form 8-K, as filed with the Securities and Exchange
Commission on May 30, 2008, and incorporated herein by reference.

16

---



SIGNATURES

In accordance with Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       |                                      |                                        
|---------------------- | ------------------------------------ | ---------------------------------------
|                       | MONARCH
 INVESTMENT PROPERTIES, INC.
|                       |                                      |                                        
|Dated: August 14, 2009 | By:                                  | /s/ David Miller                       
|                       |                                      |                                        
|                       |                                      | David
 Miller                          
|                       |                                      | President,
 Principal Executive Officer
|                       |                                      |                                        
|Date: August 14, 2009  | By:                                  | /s/ Philip Bloom                       
|                       |                                      |                                        
|                       |                                      | Philip
 Bloom                          
|                       |                                      | Principal
 Financial Officer           

---



MONARCH INVESTMENT PROPERTIES, INC.

Contents

|
|
|

|                                                                                              |  |           
|--------------------------------------------------------------------------------------------- |  | ----------
|                                                                                              |  | Page      
|                                                                                              |  |           
|                                                                                              |  |           
|Report of Independent Registered Public Accounting Firm                                       |  | F-1       
|                                                                                              |  |           
|Balance Sheets as of June 30, 2009 and 2008                                                   |  | F-2       
|                                                                                              |  |           
|Statements of Operations for the Years Ended June 30, 2009 and 2008                           |  | F-3       
|                                                                                              |  |           
|Statements of Changes in Stockholders Deficiency for the Years Ended
 June 30, 2009 and 2008 |  | F-4       
|                                                                                              |  |           
|Statements of Cash Flows for the Years Ended June 30, 2009 and 2008                           |  | F-5       
|                                                                                              |  |           
|Notes to Financial Statements for the Years Ended June 30, 2009 and
 2008                     |  | F-6 - F-13

---



|                             |                                  |                 
|---------------------------- | -------------------------------- | ----------------
|(SHERB & CO., LLP LOGO)      |                                  | 805 Third Avenue
|                             | New
 York, NY 10022             
|                             | Tel: 212-838-5100               
|                             | Fax: 212-838-2676               
|                             | e-mail: info@sherbcpa.com       
|                             | Offices in New York and
 Florida
|                             |                                 
|Certified Public Accountants |                                  |                 

Report of Independent Registered Public
Accounting Firm

Board of Directors and Stockholders
Monarch Investment Properties, Inc.

We
have audited the accompanying balance sheets of Monarch Investment Properties,
Inc. as of June 30, 2009 and 2008, and the related statements of operations, stockholders
deficiency, and cash flows for each of the years ended June 30, 2009 and 2008.
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
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating
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 consolidated financial position of the Company as of June
30, 2009 and 2008, and the results of its operations and cash flows for each of
the years ended June 30, 2009 and 2008, in conformity with generally accepted accounting
principles in the United States.

The
accompanying financial statements have been prepared assuming that Monarch
Investment Properties, Inc. will continue as a going concern. As more fully
described in Note 3, the Company has incurred recurring operating losses and
will have to obtain additional capital to sustain operations. These conditions
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans in regard to these matters are also described in
Notes 3. The financial statements do not include any adjustments to reflect the
possible effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.

| |                             
| | ----------------------------
| | /s/ Sherb & Co., LLP        
| | SHERB & CO, LLP             
| | Certified Public Accountants

New York, New
York
August 13, 2009

F-1

---



MONARCH INVESTMENT PROPERTIES, INC.BALANCE SHEETS

|                                                                                                                      |  |                |            |                |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -------------- | - | ---------- | -
|                                                                                                                      |  | June 30,
 2009 |            | June 30,
 2008 |  
|                                                                                                                      |  |                |            |                |  
|ASSETS                                                                                                                |  |                |            |                |   |            |  
|                                                                                                                      |  |                |            |                |   |            |  
|CURRENT ASSETS                                                                                                        |  |                |            |                |   |            |  
|Cash                                                                                                                  |  | $              | 5,179      |                | $ | 1,384      |  
|                                                                                                                      |  |                |            |                |   |            |  
|Total Current Assets                                                                                                  |  |                | 5,179      |                |   | 1,384      |  
|                                                                                                                      |  |                |            |                |   |            |  
|TOTAL ASSETS                                                                                                          |  | $              | 5,179      |                | $ | 1,384      |  
|                                                                                                                      |  |                |            |                |   |            |  
|                                                                                                                      |  |                |            |                |   |            |  
|LIABILITIES
 AND STOCKHOLDERS DEFICIENCY                                                                             |  |                |            |                |   |            |  
|                                                                                                                      |  |                |            |                |   |            |  
|CURRENT LIABILITIES                                                                                                   |  |                |            |                |   |            |  
|Accrued expenses and other current
 liabilities                                                                       |  | $              | 80,670     |                | $ | 57,737     |  
|Convertible judgment debt payable                                                                                     |  |                | 210,354    |                |   | 195,707    |  
|Affiliated party debt                                                                                                 |  |                | 235,318    |                |   | 161,083    |  
|                                                                                                                      |  |                |            |                |   |            |  
|Total Current Liabilities                                                                                             |  |                | 526,342    |                |   | 414,527    |  
|                                                                                                                      |  |                |            |                |   |            |  
|                                                                                                                      |  |                |            |                |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                         |  |                |            |                |   |            |  
|                                                                                                                      |  |                |            |                |   |            |  
|STOCKHOLDERS DEFICIENCY                                                                                              |  |                |            |                |   |            |  
|Preferred stock, $0.01 par value,
 25,000,000 shares authorized, no shares issued and outstanding                     |  |                |           |                |   |           |  
|Common stock, $.001 par value, 500,000,000
 shares authorized, 16,168,733 shares issued and outstanding, respectively |  |                | 16,169     |                |   | 16,169     |  
|Additional paid-in capital                                                                                            |  |                | 2,833,241  |                |   | 2,833,241  |  
|Accumulated deficit                                                                                                   |  |                | (3,370,573 | )              |   | (3,262,553 | )
|                                                                                                                      |  |                |            |                |   |            |  
|Total Stockholders Deficiency                                                                                        |  |                | (521,163   | )              |   | (413,143   | )
|                                                                                                                      |  |                |            |                |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS
 DEFICIENCY                                                                       |  | $              | 5,179      |                | $ | 1,384      |  
|                                                                                                                      |  |                |            |                |   |            |  

See accompanying notes to the financial
statements

F-2

---



MONARCH INVESTMENT PROPERTIES, INC.STATEMENTS OF OPERATIONS

|                                                      |  |                      |            |      |   |            |  
|----------------------------------------------------- |  | -------------------- | ---------- | ---- | - | ---------- | -
|                                                      |  | Years Ended June 30, |           
|                                                      |  | 2009                 |            | 2008 |  
|                                                      |  |                      |            |      |  
|                                                      |  |                      |            |      |   |            |  
|Revenue                                               |  | $                    |           |      | $ |           |  
|                                                      |  |                      |            |      |   |            |  
|General and administrative expenses                   |  |                      | 70,137     |      |   | 157,471    |  
|                                                      |  |                      |            |      |   |            |  
|Loss from operations                                  |  |                      | (70,137    | )    |   | (157,471   | )
|                                                      |  |                      |            |      |   |            |  
|Other (expense) income:                               |  |                      |            |      |   |            |  
|All American reimbursement of expenses                |  |                      |           |      |   | 100,000    |  
|Interest expense                                      |  |                      | (37,883    | )    |   | (37,979    | )
|                                                      |  |                      |            |      |   |            |  
|                                                      |  |                      |            |      |   |            |  
|Net loss                                              |  | $                    | (108,020   | )    | $ | (95,450    | )
|                                                      |  |                      |            |      |   |            |  
|                                                      |  |                      |            |      |   |            |  
|Net loss per common share:                            |  |                      |            |      |   |            |  
|Basic and fully diluted                               |  | $                    | (0.007     | )    | $ | (0.006     | )
|                                                      |  |                      |            |      |   |            |  
|                                                      |  |                      |            |      |   |            |  
|Weighted average number of common shares
 outstanding |  |                      |            |      |   |            |  
|Basic                                                 |  |                      | 16,168,733 |      |   | 16,168,733 |  
|Fully diluted                                         |  |                      | 16,168,733 |      |   | 16,168,733 |  

See accompanying notes to the financial
statements

F-3

---



MONARCH INVESTMENT PROPERTIES, INC.STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIENCYFOR
THE YEARS ENDED JUNE 30, 2009 AND 2008

|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|------------------------ |  | ----------------- | ------ | ------------ | ------ | --------------------------- |  | -------------------- | ------ | ----- | - | --------- |  | - | ---------- | - | - | -------- | -
|                         |  | Preferred
 Shares |        | Common Stock |        | Additional
 Paid-In Capital |  | Accumulated
 Deficit |        | Total |  
|                         |  |                   | Shares |              | Amount |                             |  |                      |       
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           | 
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|Balance at June 30, 2007 |  |                   |       |              |        | 16,168,733                  |  | $                    | 16,169 |       | $ | 2,833,241 |  | $ | (3,167,103 | ) | $ | (317,693 | )
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|Net Loss                 |  |                   |       |              |        |                            |  |                      |       |       |   |          |  |   | (95,450    | ) |   | (95,450  | )
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|Balance at June 30, 2008 |  |                   |       |              |        | 16,168,733                  |  |                      | 16,169 |       |   | 2,833,241 |  |   | (3,262,553 | ) |   | (413,143 | )
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|Net Loss                 |  |                   |       |              |        |                            |  |                      |       |       |   |          |  |   | (108,020   | ) |   | (108,020 | )
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  
|Balance at June 30, 2009 |  |                   |       |              |        | 16,168,733                  |  | $                    | 16,169 |       | $ | 2,833,241 |  | $ | (3,370,573 | ) | $ | (521,163 | )
|                         |  |                   |        |              |        |                             |  |                      |        |       |   |           |  |   |            |   |   |          |  

See accompanying notes to the financial
statements

F-4

---



MONARCH INVESTMENT PROPERTIES, INC.STATEMENTS OF CASH FLOWS

|                                                                             |  |                      |          |      |   |         |  
|---------------------------------------------------------------------------- |  | -------------------- | -------- | ---- | - | ------- | -
|                                                                             |  | Years Ended June 30, |         
|                                                                             |  | 2009                 |          | 2008 |  
|                                                                             |  |                      |          |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                        |  |                      |          |      |   |         |  
|Net loss                                                                     |  | $                    | (108,020 | )    | $ | (95,450 | )
|                                                                             |  |                      |          |      |   |         |  
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                      |          |      |   |         |  
|Non-cash contributed compensation expense                                    |  |                      |          |      |   |         |  
|Changes in operating assets and
 liabilities:                                |  |                      |          |      |   |         |  
|Accrued expenses and other current
 liabilities                              |  |                      | 22,932   |      |   | 27,020  |  
|Convertible judgment debt payable                                            |  |                      | 14,648   |      |   | 14,647  |  
|                                                                             |  |                      |          |      |   |         |  
|Total adjustments                                                            |  |                      | 37,580   |      |   | 41,667  |  
|                                                                             |  |                      |          |      |   |         |  
|Net cash used in operating activities                                        |  |                      | (70,440  | )    |   | (53,783 | )
|                                                                             |  |                      |          |      |   |         |  
|                                                                             |  |                      |          |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                        |  |                      |         |      |   |        |  
|                                                                             |  |                      |          |      |   |         |  
|                                                                             |  |                      |          |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                        |  |                      |          |      |   |         |  
|Increase in affiliated party debt                                            |  |                      | 74,235   |      |   | 51,831  |  
|                                                                             |  |                      |          |      |   |         |  
|Net cash provided by financing activities                                    |  |                      | 74,235   |      |   | 51,831  |  
|                                                                             |  |                      |          |      |   |         |  
|NET INCREASE (DECREASE) IN CASH                                              |  |                      | 3,795    |      |   | (1,952  | )
|CASH - BEGINNING OF YEAR                                                     |  |                      | 1,384    |      |   | 3,336   |  
|                                                                             |  |                      |          |      |   |         |  
|CASH - END OF YEAR                                                           |  | $                    | 5,179    |      | $ | 1,384   |  
|                                                                             |  |                      |          |      |   |         |  
|                                                                             |  |                      |          |      |   |         |  
|Supplemental cash flow data:                                                 |  |                      |          |      |   |         |  
|                                                                            
|Cash paid for interest                                                       |  | $                    |         |      | $ |        |  
|                                                                             |  |                      |          |      |   |         |  
|                                                                             |  |                      |          |      |   |         |  
|Cash paid for taxes                                                          |  | $                    |         |      | $ |        |  
|                                                                             |  |                      |          |      |   |         |  

See accompanying notes to the financial
statements

F-5

---



MONARCH INVESTMENT PROPERTIES, INC.NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

Note 1 - Organization and Business Activity

Monarch
Investment Properties, Inc. (the Company or Monarch) was incorporated under
the laws of the State of Nevada on May 13, 1988, under the name Comstock
Tailings Company, Incorporated, for the purpose of engaging in the acquisition
and development of minerals, metals and other natural resource products and the
related operations applicable to such activities. Until September 1993 and
other than issuing shares to its original shareholders, the Company never
commenced activities relating to its original business purpose. In September
1993, the Board of Directors of the Company elected to change the Companys
principal business purpose to a shell corporation engaged in seeking out and
acquiring another business entity or opportunity. Applicable thereto, the
Company filed a registration statement on Form 10-SB with the Securities and
Exchange Commission on or about January 12, 1994, which registration statement
became effective in August 1994.

Relevant
thereto, on or about March 31, 1997, the Company consummated a merger with Iron
Holding Corp. (Old IHC), a New York corporation. The terms of the transaction
involved the Company issuing an aggregate of 4,500,000 shares of its
restricted Common Stock (pre reverse split) to the former shareholders of Old
IHC in exchange for all of the issued and outstanding stock of Old IHC. Old IHC
did not survive the transaction. The Company also changed its name to Iron
Holdings Corp. On June 29, 1998, the Companys shareholders approved the change
of the Companys name to its present name, Monarch Investment Properties, Inc.

Old IHC was
incorporated on October 3, 1996 in the State of New York. On January 8, 1997,
Old IHC entered into an agreement and acquired all of the shares of Iron Eagle
Contracting and Mechanical, Inc., a New York corporation (IECM). The
effective date of this acquisition was October 3, 1996. It operated all of its
business through this subsidiary, which business was construction contracting
engaged in pipe work including gas and water mains as well as steel
installation, primarily in the New York City metropolitan area. As a result of
the reorganization described above herein, Old IHC ceased to exist following the
merger.

Subsequent to
the closing of the merger, the Company was a holding company for three wholly
owned subsidiary companies, including IECM. IECM engaged in two lines of
business since its incorporation in December 1995. Its principal business was
construction contracting. The other business line was the development and sale
of residential real estate. However, due to this company incurring significant
losses from operations, it ceased operations in June 1998. The other two
subsidiary companies, L.W. Plaza Realty Corp. (LWP) and Tahoe Realty Corp.
(Tahoe), each a New York corporation, were dormant until April 1998. At that
time, Tahoe commenced business activities, engaging in real estate acquisition,
development and management activities.

On June 29,
1998, the Companys shareholders and Directors approved a reverse split of its
issued and outstanding common stock, effective July 31, 1998, whereby one share
of common stock was issued in exchange for every 10 shares then issued and
outstanding. This reverse stock split was adopted by a majority of the
Companys voting common stock. All references to the number of issued and
outstanding shares of the companys common Stock included in this report have
been adjusted to reflect this reverse stock split, except as stated therein.

On February
11, 1999 the Company filed a Form 15 which is a certification and notice of
termination of registration under Section 12 (g) of the Securities Exchange Act
of 1934 or suspension of duty to file reports under Sections 13 and 15 (d) of
the Securities Exchange Act of 1934.

On August 7,
2007 the Company filed a Form 10-SB on a voluntary basis to provide current
public information to the investment community. Accordingly, the Company again
became a reporting company.

Note 2 - Change of Control

On November 3,
2004 the Company settled its litigation with Strategic Capital Resources, Inc.
(SCRI) on the following basis.

| |    |                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1) | A payment to SCRI in the amount of $155,000 in Good Funds by the
 former majority shareholders of Monarch.                                           
| | 2) | The entry of a judgment against Monarch in SCRIs favor for
 $1,100,000 plus interest from January 1, 1999.                                            
| | 3) | The transfer to SCRI by the former majority shareholders of 420,000
 shares of Monarch Common Stock which represented 62.8% of the outstanding
 shares.
| | 4) | The appointment of David Miller and Samuel Weiss, Esq. as Directors.                                                                                   
| | 5) | The resignations of all existing officers and directors
 simultaneously with the appointment of Miller and Weiss.                                      
| | 6) | Other representations and warranties that are usual customary in
 settlements of this type.                                                            

F-6

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

As a result of the foregoing, Monarch became a majority owned
subsidiary of SCRI and was required to be consolidated into the financial
statements of SCRI.

As a result of the litigation settlement (see Note 11 
Litigation) SCRI acquired
majority control (62.8%) of Monarch. SCRI consolidated Monarch into its
financial statements as a result of their percentage of ownership and control
through December 31, 2005. In the quarter ended March 31, 2006, SCRIs ownership interest in
Monarch was eliminated and was no longer a controlling shareholder.
Accordingly, SCRI deconsolidated Monarch from its financial statements.

During December, 2005, SCRI agreed to convert $1,500,000 of the
$1,638,000 judgment it had against Monarch into 15,000,000 shares of the common
stock of Monarch. The purpose of the conversion was to make Monarch a Public
Shell marketable to a potential merger candidate or purchaser. SCRI declared a
dividend on December 2, 2005 of 15,000,000 shares of Monarch common stock
payable pro rata to SCRIs shareholders of record as of December 15, 2005 with
a distribution date of December 22, 2005. Monarch and SCRI implemented the
conversations and SCRI distributed the shares to its shareholders in March
2006. (See Note 8  Income Taxes and Note 11  Litigation).

As a result of
the cessation of operations and liquidation of all assets the Company became a
Shell Company.

Securities Act
Rule 405 and Exchange Act Rule 12b-2 defines a Shell Company as a company,
other than an asset-backed issuer, with:


| |   |                                |   |                                                                                         
| | - | ------------------------------ | - | ----------------------------------------------------------------------------------------
| | · | no or
 nominal operations; and
| | · | either:                       
| |   |                                | - | no or
 nominal assets;                                                                  
| |   |                                | - | assets
 consisting solely of cash and cash equivalents; or                              
| |   |                                | - | assets
 consisting of any amount of cash and cash equivalents and nominal other
 assets.

As a result of
the change of control Monarch utilization of the loss carryforward for federal
and state income tax purposes may be limited.

Note 3 - Going Concern

As reflected
in the accompanying financial statements, the Company incurred a net loss of
$108,020 negative cash flow from operations of $70,440 for the year ended June
30, 2009, has an accumulated deficit of $3,370,573 and a stockholders
deficiency of $521,163 at June 30, 2009. The ability of the Company to continue
as a going concern is dependent upon its ability to obtain financing and
achieve profitable operations.
Management intends to continue to seek additional debt or equity financing to fund its
anticipated losses until a worthy merger candidate is located.
 The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern. These matters raise substantial doubt about the companys
ability to continue as a going concern.

Note 4  Agreement and Plan of Merger

On December
18, 2007 the Company and All American Home Products, LLC, a Florida limited
liability company (All American), entered into an Agreement and Plan of
Merger (the Merger Agreement), pursuant to which All American agreed to merge
with, and into, the Company (the Merger). Certain provisions of the Merger
Agreement were amended effective February 29, 2008. The Board of Directors of
the Company unanimously approved the Merger Agreement and amendment. The Merger
Agreement contains certain termination rights for both parties. Consummation of
the Merger was also subject to customary closing conditions, and
representations, warranties and covenants from each of the Company and All
American.

Details of the
Merger Agreement, as amended, and information related to the business of All
American and its unaudited financial statements for the interim period ended
September 30, 2007 and its audited financial statements for the year ended
December 31, 2006 and accompanying notes were filed with the Securities and Exchange
Commission on February 14, 2008 in a Preliminary Information Statement (the
Information Statement) pursuant to Section 14(c) of the Securities Exchange
Act of 1934 and on December 27, 2007 and May 30, 2008 in current reports on
Form 8-K. In accordance with SEC regulations, All Americans audited financial
statements for the year ended December 31, 2007, as well as reviewed unaudited
interim financial statements through September 30, 2008, were required to be
filed with the SEC in an amended Preliminary Information Statement.

F-7

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

During all
times applicable hereto, All American was experiencing significant financial
and other difficulties, including liquidity issues. As a result, All American
was unable to provide the Company with its financial information to allow the
Company to timely file its Definitive Information Statement with the Securities
Exchange Commission.

On February
17, 2009, after receipt of All Americans financial information, the Company
filed its Definitive Information Statement with the SEC. Pursuant to the terms
of the Merger Agreement, as amended, All American was then required to close
the Merger on or before March 19, 2009. All American was unable to consummate
the Merger. The Companys Board of Directors directed the Companys management
to notify All American that the Company was no longer willing to extend the
closing date of the Merger and further, that the Company was exercising its
rights under the Merger Agreement, as amended, to recover all costs incurred by
the company relating to the proposed merger. On April 14, 2009, the Company
provided formal notice to All American, demanding payment of all fees and expenses
in the amount of $315,972. The Company served a summary and complaint against
All American, which was served on May 20, 2009. As of the date of this report
the Company has not received any funds from All American, or any formal
response back to its demand for payment.

In December of
2008 a major creditor of All American Home Products initiated litigation
against All American for the failure to pay on a promissory note. Then, on
February 23, 2009 the major creditor entered a default judgment against All American.
On April 13, 2009 the major creditor domesticated its default judgment in
Florida against All American.

On May 26,
2009 All American filed a petition commencing an Assignment for the Benefit of
Creditor (ABC) proceeding, pursuant to Chapter 727 of the Florida Statutes.
As a result of the ABC, our lawsuit was automatically stayed. Furthermore, as a
result of the major creditors domesticating their judgment in Florida prior to
the May 26, 2009, our claim is automatically subordinated to their claim.

On June 12,
2009, the Company filed its Proof of Claim with the Trustee of the ABC. On June
26, 2009 a hearing was held concerning a Letter of Intent to purchase certain
assets of All American Home Products, dated May 13, 2009. The Letter of Intent
provides for a purchase price of all the assets for $10,000, a $10,000 breakup
fee if another bid is received, as well as related fees. The major judgment
creditor is contesting the proposed sale.

The Company
believes that based on the filing of the ABC and the perfection of a judgment
claim against All American, it is highly unlikely the Company will have any
recovery of its claim.

Note 5 Significant Accounting Policies

The
significant accounting policies are summarized as follows:

Use of Estimates

Management of
Monarch has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with accounting
principles generally accepted in the United States of America. Actual results
could differ from those estimates.

Fair Value of Financial Instruments

The carrying
amounts reported in the balance sheet for cash, accounts payable and accrued
expenses, convertible judgment debt payable and shareholder payable approximate
their fair market value based on the short-term maturity of these instruments.

SFAS No. 107
requires disclosures about the fair value for all financial instruments,
whether or not recognized, for financial statement purposes. Disclosures about
fair value of financial instruments are based on pertinent information
available to management as of June 30, 2009 and 2008. Accordingly, the
estimates presented in these statements are not necessarily indicative of the
amounts that could be realized on disposition of the financial instruments.

Management has
estimated the fair values of cash, accounts payable, and accrued expenses to be
approximately their respective carrying values reported on these statements
because of their short maturities.

F-8

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

Statements of Cash Flows

For the
purposes of the statements of cash flows we consider all highly liquid
investments purchased with a remaining maturity of three months or less to be
cash equivalents.

New Accounting Pronouncements

In May 2009,
FASB issued FASB Statement No. 165 Subsequent events (SFAS No. 165) to be
effective for the interim or annual financial periods ending after June 15,
2009. The objective of this Statement is 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. In particular,
this Statement sets forth: 1. 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. 2. The circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in it financial
statements. 3. The disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. The effect of adoption
of SFAS No. 165 on the Companys financial position and results of operations
is not expected to be material.

In April 2009,
the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4
provides guidance on estimating fair value when market activity has decreased
and on identifying transactions that are not orderly. Additionally, entities
are required to disclose in interim and annual periods the inputs and valuation
techniques used to measure fair value. This FSP is effective for interim and
annual periods ending after June 15, 2009. The Company does not expect the
adoption of FSP FAS 157-4 will have a material impact on its financial
condition or results of operation.

In October
2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active, (FSP FAS
157-3), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior periods for
which financial statements have not been issued. The adoption of FSP FAS 157-3
had no impact on the Companys results of operations, financial condition or
cash flows.

In May 2008,
the FASB issued SFAS No. 162, The Hierarchy
of Generally Accepted Accounting Principles SFAS 162 identifies
the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States. SFAS 162 is effective 60 days following
the SECs approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles.
Our Company is currently evaluating the impact of SFAS 162 on its financial
statements but does not expect it to have a material effect.

Management
does not anticipate that the adoption of these standards will have a material
impact on the financial statements.

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

Note 6  Accrued Expenses and Other Current Liabilities

|                                                            |  |                |        |                |   |        | 
|----------------------------------------------------------- |  | -------------- | ------ | -------------- | - | ------ | 
|                                                            |  | June 30,
 2009 |        | June 30,
 2008 |  
|                                                            |  |                |        |                |  
|Accrued Expenses and Other Current
 Liabilities Consist of: |  |                |        |                |   |        | 
|Legal fees                                                  |  | $              | 47,567 |                | $ | 35,737 | 
|Accounting and Auditing                                     |  |                | 16,500 |                |   | 10,000 | 
|Miscellaneous, other                                        |  |                | 16,603 |                |   | 12,000 | 
|                                                            |  |                |        |                |   |        | 
|Total accrued expenses and other current
 liabilities       |  | $              | 80,670 |                | $ | 57,737 | 
|                                                            |  |                |        |                |   |        | 

F-9

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

Note 7 - Affiliated Party Debt Transactions

A related
party is generally defined as (i) any person that holds 10% or more of the
Companys securities and their immediate families, (ii) the Companys
management, (iii) someone that directly or indirectly controls, is controlled
by or is under common control with the Company, or (iv) anyone who can
significantly influence the financial and operating decisions of the Company. A
transaction is considered to be a related party transaction when there is a
transfer of resources or obligations between related parties. In the quarter
ended March 31, 2006, Strategic Capital Resources, Inc deconsolidated Monarch.
See Note 2 - Change of Control.

The Company
recorded management fees of $500 per month for the use of office space and for
administrative and management services provided by Strategic Capital Resources,
Inc. for the period November 3, 2004 through June 30, 2009. In addition a
$15,000 fee was recognized to Strategic related to work performed pertaining to
the Merger and the related review of the 14C filing.

|                                                      |  |                |         |                |   |          |  
|----------------------------------------------------- |  | -------------- | ------- | -------------- | - | -------- | -
|                                                      |  | June 30,
 2009 |         | June 30,
 2008 |  
|                                                      |  |                |         |                |  
|                                                      |  |                |         |                |  
|Due to major shareholder/creditor,
 beginning of year |  | $              | 161,083 |                | $ | 109,252  |  
|Additions                                             |  |                | 74,235  |                |   | 151,831  |  
|Less reimbursement from All American                  |  |                |         |                |   | (100,000 | )
|                                                      |  |                |         |                |   |          |  
|End of year                                           |  | $              | 235,318 |                | $ | 161,083  |  
|                                                      |  |                |         |                |   |          |  

The loan
amount due is payable on demand and bears interest at 12% per annum. Interest
is due and added to the payable amount on the first day of each month. Interest
was expensed in the amount of $23,235. Management believes that the terms of
the loan were made on equal or better terms than were available elsewhere.

Note 8 - Income Taxes

The net
operating loss carry forward NOL through June 30, 2009 approximates $160,000.
In addition there is another $100,235 of interest expense to deduct to due to
shareholders once paid as of June 30, 2009. The Company applied the $1,653,462
of debt converted as forgiveness of income for tax purposes, which requires
such amount to be applied against the NOL carry over of the prior year pursuant
to an insolvency exemption by the internal revenue code. The NOLs prior to
June 30, 2003 are not determinable as it appears the tax returns had not been
filed by the prior management for several years. In addition due to the
ownership changes over the years under Section 382, we believe the utilization
of such NOLs have been limited. Once we are able to definitively locate or
file the missing years of tax returns, we will properly state the NOLs
available for future use.

SFAS No. 109,
Accounting for Income Taxes, provides for the recognition and measurement of
deferred income tax benefits based on the likelihood of their realization in
future years. A valuation allowance must be established to reduce deferred
income tax benefits if it is more likely than not that, a portion of the
deferred income tax benefits will not be realized. Therefore, a valuation
allowance equal to the potential deferred tax benefit has been established in
full, resulting in no deferred tax benefit as of the balance sheet dates.

|                                           |  |                 |         |                 |   |         |  
|------------------------------------------ |  | --------------- | ------- | --------------- | - | ------- | -
|                                           |  | June 30, 
 2009 |         | June 30, 
 2008 |  
|                                           |  |                 |         |                 |  
|Deferred tax assets:                       |  |                 |         |                 |   |         |  
|Net operating loss carryforward            |  | $               | 63,400  |                 | $ | 39,851  |  
|Utilization of operating loss carryforward |  |                 |        |                 |   |        |  
|Less valuation allowance                   |  |                 | (63,400 | )               |   | (39,851 | )
|                                           |  |                 |         |                 |   |         |  
|Net deferred tax asset                     |  | $               |        |                 | $ |        |  
|                                           |  |                 |         |                 |   |         |  

F-10

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

The
reconciliation of the Companys effective tax rate differs from the Federal
income tax rate of 34% for the years ended June 30, 2009 and 2008, as a result
of the following:

|                                |  |                 |         |                 |   |         |  
|------------------------------- |  | --------------- | ------- | --------------- | - | ------- | -
|                                |  | June 30, 
 2009 |         | June 30, 
 2008 |  
|                                |  |                 |         |                 |  
|Tax (benefit) at statutory rate |  | $               | (36,700 | )               | $ | (32,450 | )
|Temporary timing differences    |  |                 | 12,900  |                 |   | 12,900  |  
|Permanent timing differences    |  |                 |        |                 |   |        |  
|Change in valuation allowance   |  |                 | 23,800  |                 |   | 19,550  |  
|                                |  |                 |         |                 |   |         |  
|Tax due                         |  | $               |        |                 | $ |        |  
|                                |  |                 |         |                 |   |         |  

The net
operating loss carryforward was utilized in full through June 30, 2006 due to
the application of the $1,653,462 debt converted to equity in 2006 as debt
forgiveness for tax purposes. The Internal Revenue Code insolvency exemption
provides for such debt forgiveness income to be applied to the net operating
losses carry forward to the extent such net operating losses are available.

Note 9  Stockholders Deficiency

Preferred Stock and Common Stock

The Company is
authorized to issue 500,000,000 shares of common stock, $.001 par value, and
25,000,000 shares of preferred stock, .01 par value.

Preferred Stock

The preferred
stock may be issued in one or more series, with the rights of each series,
including voting rights, to be determined by the Board of Directors prior to
each issuance to the full extent permitted by Nevada law. No shares of
preferred stock have been issued.

Common Stock

The common
stock may be issued at any time, without stockholder approval and the Board of
Directors is able to determine all of the terms of those shares, including but
not limited to the following:

| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the voting
 rights, if any, except that the issuance of preferred stock or series common
 stock which entitles holders thereof to more than one vote per share requires
 the affirmative vote of the holders of a majority of the combined voting
 power of the then outstanding shares of the Companys capital stock entitled
 to vote generally in the election of directors;
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)  | the dividend
 rate and preferences, if any, which that preferred stock or common stock will
 have compared to any other class; and                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | the
 redemption and liquidation rights and preferences, if any, which that
 preferred stock or common stock will have compared to any other class.                                                                                                                                                                                                                              

The holders of
common stock are entitled to one vote per share on matters on which they are
entitled to vote.

At June 30,
2009 there were 16,168,733 shares of common stock outstanding.

Common Stock Purchase Warrant

During the quarter
ended September 30, 1997 pursuant to an offshore securities subscription
agreement the Company received proceeds of $1,030,500. The Company was
obligated to pay Strategic Capital Resources, Inc. a principal payment of
$500,000 in accordance with its loan agreement out of the proceeds of the
offshore placement. The Company paid Strategic Capital Resources, Inc. $212,500
instead of the $500,000 principal payment due under the loan agreements. In
addition, $53,609 of accrued interest was paid. The outstanding loan balance
after the $212,500 principal payment was $1,100,000. The Company subsequently
defaulted on its loan to SCRI. See Note 11  Litigation and Note 2  Change of
Control.

F-11

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

During March
2006, the Company issued to Strategic Capital Resources, Inc. a warrant to
purchase 1,100,000 shares of common stock at a $.001 per share exercise price
as part of the litigation settlement. The warrant term is for seven (7) years,
contains anti-dilution provisions, provision that the warrant terms and
provisions would not be affected by a reverse stock split as well as
registration rights.

Management has
valued the common stock warrants at the date of grant utilizing the Black
Scholes pricing model. In arriving at their fair value at the date of grant,
the Company considered, among other things, historic equity transactions for
all classes of its stock, the liquidity of the common stock. The specific
assumptions utilized in the Black-Scholes pricing model to calculate the value
of the warrants are as follows: stock price of $0.005, exercise price of
$0.001, term of 7 years, volatility of 278%, expected dividend yield of 0.00%
and a discount rate of 3.8%, As a result of this analysis, the assumed value of
the underlying common stock at the date of grant was a valuation of $5,500
being assigned to the common stock warrants which was charged to interest
expense and credited to paid-in capital.

There were
1,100,000 common stock warrants available for issuance as of June 30, 2009 and
2008. A summary of the status of the warrants as of June 30, 2009 and 2008 and
changes during the years then ended is presented below:

|                                 |  |                  |           |                                  |   |                  |  |                                  |           |  |   |       | 
|-------------------------------- |  | ---------------- | --------- | -------------------------------- | - | ---------------- |  | -------------------------------- | --------- |  | - | ----- | 
|                                 |  | June 30, 2009    |           | June 30, 2008                    |  
|                                 |  |                  |           |                                  |  
|                                 |  | Number of Shares |           | Weighted Average Exercise
 Price |   | Number of Shares |  | Weighted Average Exercise
 Price |          
|                                 |  |                  |           |                                  |   |                  | 
|Outstanding at beginning of year |  |                  | 1,100,000 |                                  | $ | 0.001            |  |                                  | 1,100,000 |  | $ | 0.001 | 
|Warrants granted                 |  |                  |          |                                  |   |                 |  |                                  |          |  |   |      | 
|                                 |  |                  |           |                                  |   |                  |  |                                  |           |  |  
|Outstanding at end of year       |  |                  | 1,100,000 |                                  | $ | 0.001            |  |                                  | 1,100,000 |  | $ | 0.001 | 
|                                 |  |                  |           |                                  |   |                  |  |                                  |           |  |  

The following
additional information relates to warrants outstanding as of June 30, 2009:

|               |       |  |                                                 |           |                                  |   |       |                                          |  |      | 
|-------------- | ----- |  | ----------------------------------------------- | --------- | -------------------------------- | - | ----- | ---------------------------------------- |  | ---- | 
|Exercise Price |       |  | Number of Warrants Outstanding
 and Exercisable |           | Weighted Average Exercise
 Price |   |       | Weighted Average Remaining
 Life (Years) | 
|               |       |  |                                                 |          
|$              | 0.001 |  |                                                 | 1,100,000 |                                  | $ | 0.001 |                                          |  | 4.75 | 

Note 10  Earnings (Loss) Per Share

Basic earnings
(loss) per share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding for
the period. Diluted earnings per share is computed assuming the exercise or
conversion of common stock equivalent shares, if dilutive, consisting of
unissued shares under options and warrants. Since the 1,100,000 shares under
outstanding warrants and the potential conversion of the $210,354 convertible
debt into 2,103,540 shares are both anti-dilutive due to the Companys net
loss, no diluted per share amounts are presented.

Note 11 - Litigation, Claims and Assessments

From time to
time in the normal course of business the Company will be involved in
litigation. The Companys management has determined any asserted or unasserted
claims to be immaterial to the financial statements.

F-12

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MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008

Iron Eagle Contracting and Mechanical, Inc.,
etal

During the year ended June 30, 1997, Iron Holding acquired its
construction subsidiary, Iron Eagle Contracting and Mechanical, Inc. (IECM).
Under the terms of the agreement, Iron Holdings purchased the net assets of
IECM for a note in the amount of $1,312,500. The note bears interest at the
prime rate plus 1%. Interest was payable in monthly installments. The note was
secured by all assets of IECMs parent company, Monarch Investment Properties,
Inc. (Monarch), which was formerly known as Iron Holdings Corp., and by all
of the issued and outstanding shares of IECM.

During June 1999, Strategic Capital Resources, Inc. filed a lawsuit
against Monarch, and its subsidiaries, IECM and Tahoe Realty Corp., as well as
two of its officers and other individuals, in the Supreme Court of the State of
New York, County of Queens. The action asserts seven separate causes of action
arising out of a default in payment of the remaining $1,100,000 balance due
under the promissory note
evidencing monies due to Strategic Capital Resources, Inc. from Monarch as a
result of its purchase of IECM from the Company.

The Court granted Strategic Capital Resources, Inc.s motion for
summary judgment during March 2000 against Monarch in the sum of $1,100,000
plus interest from January 1, 1999, a judgment of possession of all collateral
pledged by Monarch and judgment that the Company is the rightful owner and
entitled to immediate possession of the collateral, impressing a trust on said
collateral, declaring defendants to be trustees of said collateral and
directing said trustees to deliver such collateral to the Company. A decision
of the Appellate Division limited the extent of the corporate defendants
liability and the thrust of the action is against the guarantors.

During fiscal
year ended June 30, 2005, the former principals settled the action by payment of
$155,000, the entry of a judgment against Monarch in the amount of $1,100,000
plus accrued interest and the surrender of their shares in Monarch to Strategic
Capital Resources, Inc. Please see Note 2, Change in Control.

During
December, 2005, SCRI agreed to convert $1,500,000 of the $1,638,000 judgment it
had against Monarch into 15,000,000 shares of the common stock of Monarch. The
purpose of the conversion was to make the Monarch Public Shell marketable to
a potential merger candidate or purchaser. SCRI declared a stock dividend on
December 2, 2005 of 15,000,000 shares of Monarch Investment Properties, Inc.
common stock payable pro rata to SCRIs shareholders of record as of December
15, 2005 with a distribution date of December 22, 2005. Monarch and SCRI
implemented the conversion and SCRI distributed the shares to its shareholders
in March 2006.

At June 30, 2009 and 2008, the
judgment payable with accrued interest is $210,354 and $195,707, respectively.
The remaining $210,354 of convertible debt and interest is convertible at $0.10
per share. There is no beneficial conversion feature pursuant to EITF 98-5 as
the conversion price of such debt was deemed to be at market.

F-13

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