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

Form 10-KSB

(Mark One)

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|--------------------------------------- | ------------------------------------------------------------------------------------
|x                                       | ANNUAL REPORT UNDER SECTION
  13 OR 15 (d) OF THE SECURITIES EXCHANGE ACTOF 1934    
|                                        |                                                                                     
|For
the fiscal year ended June 30, 2008
|                                       
|o                                       | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
  SECURITIES EXCHANGE ACTOF 1934

For the transition period from ________________ to ____________________

Commission file number 000-52754

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

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|Nevada                                                            |  | 84-1251553                                 
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|(State
  or other jurisdiction of incorporation or organization)  |  | (I.R.S.
  Employer Identification No.)     
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|1801 N. Military Trail, Suite 203, Boca Raton, FL                 |  | 33431                                      
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|(Address
  of principal executive offices)                        |  | (Zip
  Code)                               
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|Issuers
  telephone number (561) 391- 6117                       |  |                                            
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|Securities
  registered under Section 12 (b) of the Exchange Act: |  |                                            
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|Title
  of each class                                             |  | Name
  of each exchange on which registered
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Securities registered under
Section 12 (g) of the Exchange Act:

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

Check
whether the issuer is not required to file reports pursuant to Section 13 or 15
(d) of the Exchange Act   o

Note  Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or 15 (d) of the Exchange Act from their obligations under those Sections.

Check whether the issuer (1)
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

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will 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-KSB or any amendment to this Form
10-KSB.          o

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
issuers revenues for its most recent fiscal
year. None

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 a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act).     Zero
(-0-)

Note: If determining whether
a person is an affiliate will involve an unreasonable effort and expense, the
issuer may calculate the aggregate market value of the common equity held by
non-affiliates on the basis of reasonable assumptions, if the assumptions are
stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)

Check whether the issuer has
filed all documents and reports required to be filed by Section 12, 13 or 15
(d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court.          Yes     o          No     o

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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-KSB
PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this
Annual Report on Form 10-KSB 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 include, 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.

Item 1. Description of 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.

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.

1

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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 will merge
with and into the Company and the Company will 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 will be 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 will become 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
will be 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 will be adjusted on the
same basis as the shares of Common Stock to be issued in the merger. It is
currently anticipated that we will issue to the holders of All American Units
an aggregate of approximately 19,775,000 shares of our restricted Common Stock.
As of the Effective Time, All Americans members will own approximately 94% of
the outstanding shares in the post-merger entity, with the existing
stockholders of Monarch owning approximately 6% of the outstanding shares in
the post-merger entity, subject to adjustment under the terms of the Merger
Agreement.

We believe, after examining
All Americans business plan, interviewing its management, and examining its
products and services, that All American presents a desirable merger
opportunity for the Company. However, despite this belief we cannot assure you
that All American will be able to effect its business plan or compete
successfully. See Risk Factors.

All American is a Florida
limited liability company organized on September 15, 2006. All American is a
distribution and installation company providing impact and storefront windows,
doors, accordion shutters, protective panels and other hurricane related
products and services to the new construction, commercial and retail markets.
All American currently conducts operations directly and through its wholly
owned subsidiaries, CK Home Products, Inc.

All Americans principal
executive offices are located at 1940 N.W. 18th Street, Suite 5,
Pompano Beach, Florida 33069. Its telephone number is (954) 984-HOME (4663).
Its website address is: www.ckhomeproductsinc.com. Information contained
in this website is not part of this information statement.

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Our Board of Directors
believes that the proposed merger is in the best interests of our stockholders.
The Merger Agreement was approved by our Board of Directors by written consent
dated December 11, 2007. The Board of Directors of All American approved the
Merger Agreement by written consent dated December 3, 2007. A majority of our
Stockholders approved the merger by written consent dated December 13, 2007.

Our Board of Directors
believes that the proposed Reverse Split, name change and appointment of new
directors are in the best interests of our stockholders. The proposed Reverse
Split, name change and appointment of directors were approved by the written
consent of our Board of Directors dated December 11, 2007. A majority of our
Stockholders approved the Reveres Split and change in corporate name by written
consent date December 13, 2007. See Amendment to Our Articles of
Incorporation: Reverse Split, and Amendment to Our Articles of Incorporation:
Name Change.

Upon the consummation of a
business combination, we will, where required by applicable SEC regulations,
file with the SEC a current report on Form 8-K to disclose the business
combination, the terms of the transaction and a description of the business and
management of the target business, among other things, and will file audited
consolidated financial statements of the Company giving effect to the business
combination either in the initial Form 8-K filing or in an amendment to that
filing.

Employees

As of June 30, 2008 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.

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-KSB, 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 $1,384 as of June 30, 2008. 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.

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, 2008, we had
nominal operations and assets consisting of $1,384, 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 or Form 10-SB, 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.

3

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We will require additional financing in the near future.

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.

Management will change upon the consummation of the proposed
merger.

After the closing of the
proposed merger with All American, our current management will not retain any
control or managerial responsibilities, and our officers and directors intend
to resign from their positions following completion of the merger.

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.

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 are likely to 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:

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|                                                              |   |                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                              | · | 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 will 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 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.

If 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.

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.

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If we fail to maintain an 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-KSB for the
fiscal year ending June 30, 2008, to include in our Annual Reports on Form
10-KSB, our managements report on internal control over financial reporting
and, beginning with our Annual Report on Form 10-KSB 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.

Proposed merger with All American, as filed on Form Pre146 on
February 14, 2008, may not be consummated.

If the merger is not
completed for any reason, the Company may be subject to a number of other
risks. The Company will have expended a substantial amount of time, effort and
incurred the expenses associated with attempting to effectuate the merger. The
failure to consummate the merger could have an adverse impact on the financial
condition of the Company and the value of its equity interests.

No assurance if the merger is consummated of the success of
the ongoing Company.

All American is in the
business of housing services and products to the new construction, commercial
and retail markets. The real estate and construction industry is experiencing a
significant downturn. There can be no assurance of the survival of All American
given the difficulties of the current market place. They operate in a very
highly competitive market and face substantial competition in all phases of
their operations.

All American has a limited
operating history and they anticipate continued operating losses in the
foreseeable future. Additional capital, which may not be available, will be
needed. Without additional capital, they may not be able to implement their
business strategy and the financial performances and conditions will be
adversely affected.

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.

6

---



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.

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 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.

Item 2. Description of Property

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.

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.

Item 6. Managements Discussion and Analysis or Plan of
Operations

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.

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.

7

---



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 Home Products, LLC, whereby All
American will merge with and into the Company and the Company will 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 will be
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 will become 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 will be 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 will
be adjusted on the same basis as the shares of Common Stock to be issued in the
merger. It is currently anticipated that we will issue to the holders of All
American Units an aggregate of approximately 19,775,000 shares of our
restricted Common Stock. As of the Effective Time, All Americans members will
own approximately 94% of the outstanding shares in the post-merger entity, with
the existing stockholders of Monarch owning approximately 6% of the outstanding
shares in the post-merger entity, subject to adjustment under the terms of the
Merger Agreement.

We believe, after examining
All Americans business plan, interviewing its management, and examining its
products and services, that All American presents a desirable merger
opportunity for the Company. However, despite this belief we cannot assure you
that All American will be able to effect its business plan or compete
successfully. See Risk Factors.

All American is a Florida
limited liability company organized on September 15, 2006. All American is a
distribution and installation company providing impact and storefront windows,
doors, accordion shutters, protective panels and other hurricane related
products and services to the new construction, commercial and retail markets.
All American currently conducts operations through it wholly owned subsidiary,
CK Home Products, Inc.

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,
2008 and 2007 consisted primarily of professional fees. Listed below is a
summary of the transactions related to accrued expenses and other liabilities:

|                                     |  |   |         |  
|------------------------------------ |  | - | ------- | -
|Balance, June 30, 2006               |  | $ | 44,075  |  
|Payment of accrued professional fees |  |   | (30,407 | )
|Accrual of accounting fees           |  |   | 11,000  |  
|Accrual of other fees                |  |   | 6,050   |  
|                                     |  |   |         |  
|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  |  
|                                     |  |   |         |  

8

---



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    |  
|                                     |  |   |            |  

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, 2006                                                  |  | $ | 59,926   |  
|Interest                                                                |  |   | 9,716    |  
|Advances                                                                |  |   | 39,610   |  
|                                                                        |  |   |          |  
|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  |  
|                                                                        |  |   |          |  

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, 2008 Compared to the Year Ended
June 30, 2007

General and administrative
expenses were $157,471 for the year ended June 30, 2008, as compared to $30,251
for the year ended June 30, 2007, an increase of $127,220. Legal expenses in
2007 resulted primarily from our efforts to facilitate a merger as well as the
issuance of public filings. 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:

|                                    |  |      |         |      |   |        | 
|----------------------------------- |  | ---- | ------- | ---- | - | ------ | 
|                                    |  | 2008 |         | 2007 |  
|                                    |  |      |         |      |  
|Accounting Fees                     |  | $    | 26,300  |      | $ | 12,000 | 
|Legal Fees                          |  |      | 111,262 |      |   |       | 
|Management Fees                     |  |      | 6,000   |      |   | 6,000  | 
|Printing                            |  |      | 9,575   |      |   |       | 
|Stock Transfer Fees                 |  |      | 1,650   |      |   | 2,160  | 
|Non-Cash Contributed
  Compensation |  |      |        |      |   | 3,000  | 
|Miscellaneous Fees and
  Other      |  |      | 2,684   |      |   | 7,091  | 
|                                    |  |      |         |      |   |        | 
|TOTAL                               |  | $    | 157,471 |      | $ | 30,251 | 
|                                    |  |      |         |      |   |        | 

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 $37,979 for the year ended June 30, 2008, compared to $24,373 for
the year ended June 30, 2007, an increase of $13,606, or 56%. The increase was
the result of an increase in affiliated party debt.

As a result of the foregoing,
we incurred a net loss of $95,450 for the year ended June 30, 2008, compared to
a net loss of $54,624 for the year ended June 30, 2007.

9

---



Liquidity and Capital Resources

At June 30, 2008, our cash balance
was $1,384 and we had a working capital deficit of $413,143.

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.

For the year ended June 30,
2008, we had negative cash flows from operating activities of $53,783 compared
to negative cash flows of $50,324 for the year ended June 30, 2007, an increase
of $3,459. We have been dependent upon proceeds of loans from Strategic to fund
continuing activities. For the year ended June 30, 2008 our loans from
Strategic increased by $51,831 after receiving reimbursement of $100,000 from
the potential merger candidate for some of the costs related to the planned
merger.

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, 2008 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, 2008 and 2007. 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 4 to our financial statements. Also please see Note 4 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.

10

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Item 7. Financial Statements

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

|                                                                                           |  |           
|------------------------------------------------------------------------------------------ |  | ----------
|                                                                                           |  | Page No.  
|                                                                                           |  |           
|                                                                                           |  |           
|Report of Registered Public
  Accounting Firm                                              |  | F-1       
|                                                                                           |  |           
|Balance Sheets  June 30,
  2008 and 2007                                                  |  | F-2       
|                                                                                           |  |           
|Statements of Operations 
  For the Years Ended June 30, 2008 and 2007                    |  | F-3       
|                                                                                           |  |           
|Statements of Changes In
  Stockholders Equity for the Years Ended June 30, 2008 and 2007 |  | F-4       
|                                                                                           |  |           
|Statements of Cash Flows 
  For the Years Ended June 30, 2008 and 2007                    |  | F-5       
|                                                                                           |  |           
|Notes to Financial
  Statements for the Years Ended June 30, 2008 and 2007                 |  | F-6  F-14

Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

During the two years ended
June 30, 2008 and 2007 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 8A(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, 2008. Management has concluded
that the Companys internal control over financial reporting was effective as
of June 30, 2008.

11

---



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, 2008 that has materially affected, or is
reasonably likely to materially affect these internal controls over financial
reporting.

PART III

Item 9. Directors, Executive Officers, Promoters and
Control Persons: Compliance With Section 16(a) of the Exchange Act

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.

Effective May 23, 2008,
Stephen M. Gould resigned from the position of Treasurer and Chief Financial
Officer (Principal Financial and Accounting Officer). There was no disagreement
between Mr. Gould and Monarch on any matters relating to Monarchs operations,
policies or practices. Mr. Gould resigned to engage in other professional
activities.

On May 29, 2008, Philip
Bloom, by vote of the Board of Directors, was elected to the position of
Treasurer and Principal Financial Officer (Principal Financial and Accounting
Officer).

As of June 30, 2008 the
officer and directors of Monarch are:

|                   |  |     |  |                                                                              
|------------------ |  | --- |  | -----------------------------------------------------------------------------
|Name               |  | Age |  | Position                                                                     
|                   |  |     |  |                                                                              
|David Miller       |  | 63  |  | Chairman of the Board,
  President, Secretary and Principal Executive Officer
|John H. Roach, Jr. |  | 66  |  | Director                                                                     
|Ralph Wilson       |  | 78  |  | Director                                                                     
|Philip Bloom       |  | 54  |  | 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 Commerce Bank
Private Banking division. Mr. Roachs appointment at Commerce Bank marked the
launch of a dedicated private banking team to serve high net worth clients in
the Long Island, 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
our principal financial and accounting officer. Mr. Bloom has been in South
Florida for the past 16 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.

12

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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.

Item 10. 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, 2008 and 2007.

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

The following table sets
forth certain information as of June 30, 2008 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                                       |  |                                                 |      |   | 
|Stephen Gould                                               |  | 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.

13

---



(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.

(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, 2008. 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 12. Certain Relationships and Related Transactions

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 13. 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 ComstockTailings 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                                                                                                                                           

14

---



|   |                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | 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.                                              

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
$14,500 for the fiscal year ended June 30, 2008 and $4,500 for the fiscal year
ended June 30, 2007. 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-QSB, and
other services typically provided by an accountant in connection with statutory
and regulatory filings or engagements for those fiscal years.

(b) Audit 
Related Fees

No other audit related fees
were billed to the Company for the fiscal years ended June 30, 2008 and 2007.

(c) Tax Fees

Sherb & Co., LLP billed
fees of $1,500 for the fiscal year ended June 30, 2008. Weinberg & Company,
P. A. billed us $7,500 in the fiscal year ended June 30, 2007 for tax
preparation of prior years.

(d) All Other Fees

In the preparation of the
Form 10-SB12G, filed August 7, 2007, our principal accountant, Sherb & Co.,
LLP billed us a total of $7,300. Our prior accountant, Weinberg & Company, P.A. billed us a total of
$3,000 relating to our prior financial statements as of June 30, 2005.

15

---



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 4, 2008 |  | By:                                   | /s/ David Miller                        
|                      |  |                                       |                                         
|                      |  |                                       | David Miller                            
|                      |  |                                       | President, Principal
  Executive Officer
|                      |  |                                       |                                         
|Date: August 4, 2008  |  | By:                                   | /s/ Philip Bloom                        
|                      |  |                                       |                                         
|                      |  |                                       | Philip Bloom                            
|                      |  |                                       | Principal
  Financial Officer           

16

---



Monarch Investment Properties, Inc.Financial Statements
June 30, 2008 and 2007

Released:
August 4, 2008

---



MONARCH INVESTMENT PROPERTIES, INC.

Contents

---

|                                                                                             |  |            
|-------------------------------------------------------------------------------------------- |  | -----------
|                                                                                             |  | Page       
|                                                                                             |  |            
|Report of Independent Registered Public Accounting Firm                                      |  | F-1        
|                                                                                            
|Balance Sheets as of June 30, 2008 and 2007                                                  |  | F-2        
|                                                                                            
|Statements of Operations for the Years Ended June 30, 2008 and 2007                          |  | F-3        
|                                                                                            
|Statements of Changes in Stockholders Deficiency for the Years Ended June 30, 2008 and 2007 |  | F-4        
|                                                                                            
|Statements of Cash Flows for the Years Ended June 30, 2008 and 2007                          |  | F-5        
|                                                                                            
|Notes to Financial Statements for the Years Ended June 30, 2008 and
  2007                   |  | F-6 -  F-14

---



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, 2008 and 2007, and the related statements of operations, stockholders
deficiency, and cash flows for each of the years ended June 30, 2008 and 2007.
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, 2008 and 2007, and the results of its operations and cash flows for each of
the years ended June 30, 2008 and 2007, 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 5, 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 and 5. 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 1, 2008

F-1

---



MONARCH INVESTMENT PROPERTIES, INC.BALANCE SHEETS

|                                                                                                                       |  |               |            |               |   |            |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | ------------- | - | ---------- | -
|                                                                                                                       |  | June 30, 2008 |            | June 30, 2007 |  
|                                                                                                                       |  |               |            |               |  
|ASSETS                                                                                                                 |  |               |            |               |   |            |  
|                                                                                                                       |  |               |            |               |   |            |  
|CURRENT ASSETS                                                                                                         |  |               |            |               |   |            |  
|Cash                                                                                                                   |  | $             | 1,384      |               | $ | 3,336      |  
|                                                                                                                       |  |               |            |               |   |            |  
|Total Current Assets                                                                                                   |  |               | 1,384      |               |   | 3,336      |  
|                                                                                                                       |  |               |            |               |   |            |  
|TOTAL ASSETS                                                                                                           |  | $             | 1,384      |               | $ | 3,336      |  
|                                                                                                                       |  |               |            |               |   |            |  
|                                                                                                                       |  |               |            |               |   |            |  
|LIABILITIES
  AND STOCKHOLDERS DEFICIENCY                                                                             |  |               |            |               |   |            |  
|                                                                                                                       |  |               |            |               |   |            |  
|CURRENT LIABILITIES                                                                                                    |  |               |            |               |   |            |  
|Accrued expenses and other current
  liabilities                                                                       |  | $             | 57,737     |               | $ | 30,718     |  
|Convertible judgment debt payable                                                                                      |  |               | 195,707    |               |   | 181,059    |  
|Affiliated party debt                                                                                                  |  |               | 161,083    |               |   | 109,252    |  
|                                                                                                                       |  |               |            |               |   |            |  
|Total Current Liabilities                                                                                              |  |               | 414,527    |               |   | 321,029    |  
|                                                                                                                       |  |               |            |               |   |            |  
|                                                                                                                       |  |               |            |               |   |            |  
|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                                                                                                    |  |               | (3,262,553 | )             |   | (3,167,103 | )
|                                                                                                                       |  |               |            |               |   |            |  
|Total Stockholders Deficiency                                                                                         |  |               | (413,143   | )             |   | (317,693   | )
|                                                                                                                       |  |               |            |               |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS
  DEFICIENCY                                                                       |  | $             | 1,384      |               | $ | 3,336      |  
|                                                                                                                       |  |               |            |               |   |            |  

See accompanying notes to the financial
statements

F-2

---



MONARCH INVESTMENT PROPERTIES, INC.STATEMENTS OF OPERATIONS

|                                                       |  |                      |            |      |   |            |  
|------------------------------------------------------ |  | -------------------- | ---------- | ---- | - | ---------- | -
|                                                       |  | Years Ended June 30, |           
|                                                       |  | 2008                 |            | 2007 |  
|                                                       |  |                      |            |      |  
|                                                       |  |                      |            |      |  
|Revenue                                                |  | $                    |           |      | $ |           |  
|                                                       |  |                      |            |      |   |            |  
|General and administrative expenses                    |  |                      | 157,471    |      |   | 30,251     |  
|                                                       |  |                      |            |      |   |            |  
|Loss from operations                                   |  |                      | (157,471   | )    |   | (30,251    | )
|                                                       |  |                      |            |      |   |            |  
|Other Income (expense):                                |  |                      |            |      |   |            |  
|All American reimbursement of expenses                 |  |                      | 100,000    |      |   |           |  
|Interest expense                                       |  |                      | (37,979    | )    |   | (24,373    | )
|                                                       |  |                      |            |      |   |            |  
|Total other (expense)                                  |  |                      | 62,021     |      |   | (24,373    | )
|                                                       |  |                      |            |      |   |            |  
|                                                       |  |                      |            |      |   |            |  
|Net loss                                               |  | $                    | (95,450    | )    | $ | (54,624    | )
|                                                       |  |                      |            |      |   |            |  
|                                                       |  |                      |            |      |   |            |  
|Net loss per common share:                             |  |                      |            |      |   |            |  
|Basic and fully diluted                                |  | $                    | (0.006     | )    | $ | (0.003     | )
|                                                       |  |                      |            |      |   |            |  
|                                                       |  |                      |            |      |   |            |  
|Weighted average number of common shares
  outstanding |  |                      |            |      |   |            |  
|Basic and 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 DEFICIENCY
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           |  |   |            |   |   |          |  
|------------------------------------------- |  | ------------------ | ------ | ------------ | ------ | ---------------------------- |  | --------------------- | ------ |  | - | --------- |  | - | ---------- | - | - | -------- | -
|                                            |  | Preferred
  Shares |        | Common Stock |        | Additional
  Paid-In Capital |  | Accumulated
  Deficit |        |  |  
|                                            |  |                    | Shares |              | Amount |                              |  |                       | Total  | 
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           | 
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           | 
|Balance at June 30, 2006                    |  |                    |       |              |        | 16,168,733                   |  | $                     | 16,169 |  | $ | 2,830,241 |  | $ | (3,112,479 | ) | $ | (266,069 | )
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           |  |   |            |   |   |          |  
|Non-cash contributed
  compensation expense |  |                    |       |              |        |                              |  |                       |        |  |   | 3,000     |  |   |            |   |   | 3,000    |  
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           |  |   |            |   |   |          |  
|Net Loss                                    |  |                    |       |              |        |                             |  |                       |       |  |   |          |  |   | (54,624    | ) |   | (54,624  | )
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           | 
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           |  |   |            |   |   |          |  
|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 | )
|                                            |  |                    |        |              |        |                              |  |                       |        |  |   |           |  |   |            |   |   |          |  

See accompanying notes to the financial
statements

F-4

---



MONARCH INVESTMENT PROPERTIES, INC. STATEMENTS OF CASH FLOWS

|                                                                              |  |                      |         |      |   |         |  
|----------------------------------------------------------------------------- |  | -------------------- | ------- | ---- | - | ------- | -
|                                                                              |  | Years Ended June 30, |        
|                                                                              |  | 2008                 |         | 2007 |  
|                                                                              |  |                      |         |      |  
|                                                                              |  |                      |         |      |  
|CASH FLOWS
  FROM OPERATING ACTIVITIES:                                       |  |                      |         |      |   |         |  
|Net loss                                                                      |  | $                    | (95,450 | )    | $ | (54,624 | )
|                                                                              |  |                      |         |      |   |         |  
|Adjustments to reconcile net loss to net
  cash used in operating activities: |  |                      |         |      |   |         |  
|Non-cash contributed compensation expense                                     |  |                      |         |      |   | 3,000   |  
|Changes in operating assets and
  liabilities:                                |  |                      |         |      |   |         |  
|Accrued expenses and other current
  liabilities                              |  |                      | 27,020  |      |   | (13,357 | )
|Convertible judgment debt payable                                             |  |                      | 14,647  |      |   | 14,657  |  
|                                                                              |  |                      |         |      |   |         |  
|Total adjustments                                                             |  |                      | 41,667  |      |   | 4,300   |  
|                                                                              |  |                      |         |      |   |         |  
|Net cash used in operating activities                                         |  |                      | (53,783 | )    |   | (50,324 | )
|                                                                              |  |                      |         |      |   |         |  
|                                                                              |  |                      |         |      |   |         |  
|                                                                              |  |                      |         |      |   |         |  
|CASH FLOWS
  FROM INVESTING ACTIVITIES:                                       |  |                      |        |      |   |        |  
|                                                                              |  |                      |         |      |   |         |  
|CASH FLOWS
  FROM FINANCING ACTIVITIES:                                       |  |                      |         |      |   |         |  
|Increase in affiliated party debt                                             |  |                      | 51,831  |      |   | 49,326  |  
|                                                                              |  |                      |         |      |   |         |  
|Net cash provided by financing activities                                     |  |                      | 51,831  |      |   | 49,326  |  
|                                                                              |  |                      |         |      |   |         |  
|NET
  (DECREASE) IN CASH                                                      |  |                      | (1,952  | )    |   | (998    | )
|CASH -
  BEGINNING OF YEAR                                                    |  |                      | 3,336   |      |   | 4,334   |  
|                                                                              |  |                      |         |      |   |         |  
|CASH - END
  OF YEAR                                                          |  | $                    | 1,384   |      | $ | 3,336   |  
|                                                                              |  |                      |         |      |   |         |  
|                                                                              |  |                      |         |      |   |         |  
|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, 2008 AND 2007

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, 2008 AND 2007

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 its
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  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 will merge
with, and into, the Company (the Merger). The Board of Directors of the
Company has unanimously approved the Merger Agreement.

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 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 unaudited interim
financial statements for 2008, will be filed with the SEC in an amended
Information Statement following which a Definitive Information Statement will
be mailed to the Companys stockholders.

All American
is a distribution and installation company providing impact and storefront
windows, doors, accordion shutters, protective panels and other hurricane
related products and services to the new construction, commercial and retail
markets. All American is headquartered in Pompano Beach, Florida.

Upon the terms
and subject to the conditions of the Merger Agreement, at the effective time of
the Merger, All American will be merged with, and into, the Company and the
separate existence of All American will cease. The Company will be the
surviving corporation in the Merger and will continue its corporate existence
under the laws of the State of Nevada. The directors and officers of All
American, immediately prior to the effective time, will become the directors
and officers of the Company upon consummation of the Merger.

F-7

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

In accordance
with the terms of the Merger Agreement, at the effective time of the Merger,
each unit representing a membership interest of All American (collectively, the
Membership Interests) will be converted into and become one (1) fully paid
and non-assessable share of common stock, par value $0.001 per share, of the
Company (Common Stock). At the effective time of the Merger, the Membership
Interests of All American will no longer be outstanding and shall automatically
be cancelled and retired and cease to exist, and each All American member shall
cease to have any rights with respect to the Membership Interests of All
American, except the right to receive the merger shares. No fractions of a
share of Common Stock will be issued, and in lieu of such issuance, an All
American member who would otherwise be entitled to a fraction of a share of
Common Stock as a result of the exchange of shares contemplated by the Merger
Agreement will receive from us one additional share of Common Stock.

The
consummation of the Merger is subject to certain conditions, including approval
of the members of All American and the Companys stockholders and the
completion of a 1 for 16.168733 reverse stock split (the reverse split) to be
effectuated by the Company prior to the merger, pursuant to which each
16.168733 old shares of the Companys common stock issued and outstanding prior
to such reverse stock split will be converted and exchanged into one share of
new Common Stock following such reverse stock split, with any fractional shares
being rounded up to the next whole share.

The Merger
Agreement contains certain termination rights for both the Company and All
American. If either party materially breaches the Agreement, then such party
can be required to pay the other partys fees and costs incurred related to
this transaction. The parties have also amended the Merger Agreement providing
an extension of the Agreement. In addition, the Merger Agreement provides,
subject to certain exceptions, that the Merger Agreement may be terminated by
the Company if the closing of the Merger has not occurred within thirty (30)
days after the Company has filed its definitive information statement with the
Securities and Exchange Commission. In the event that the Merger Agreement is
terminated in this manner, All American is obligated to pay all of the costs
incurred by the Company relating to the proposed Merger and certain of the
Companys liabilities within thirty (30) days after the Merger Agreement is
terminated. If All American fails to pay these obligations within such time,
All American will be responsible for all of the Companys costs of collection,
including attorneys fees, and interest will accrue on the unpaid balance at
the rate of 18% per annum. Consummation of the Merger is also subject to
customary closing conditions, and representation, warranties and covenants from
each of the Company and All American.

Conversion of Judgment Debt

On March 14,
2005, the Company issued to Strategic Capital Resources, Inc. (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 a promissory note (the JJFN Note) between the Company and
JJFN Holdings, Inc., a wholly-owned subsidiary of Strategic (JJFN). 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 registerable shares underlying the Strategic Warrant
in such registration statement.

The Merger
Agreement also provides that, at the Closing payment in full will be made on
all obligations the Company owes to JJFN, which consists of amounts owed by the
Company under the JJFN Note, as well as all other obligations of the Company.
The judgment held by an affiliate of the Companys principal stockholder at
June 30, 2008 is $195,707. Pursuant to the Merger Agreement, the principal
balance of the JJFN Note, plus any accrued but unpaid interest thereon, will be
converted into Company Common Stock at a conversion price of $.10 per share
immediately before the Reverse Stock Split and deemed satisfied in full.
Upon such conversion, Strategic will cause to be filed a Satisfaction of
Judgment with the Supreme Court of the State of New York, County of Queens,
relating to a judgment previously obtained by JJFN against the Company.

Conversion of Strategic Warrant

The Strategic
Warrant which is outstanding is exercisable for 1,100,000 shares of pre-reverse
merger Common Stock at an exercise price of .001 per share. The Company
anticipates the warrant will be exercised on the closing date of the Merger
into 1,100,000 shares of Common Stock on a pre-reverse split basis which will
then be subject to the 16.168733 reverse stock split resulting in the increase
of new Common Stock of 68,031 in exchange for the old shares.

F-8

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

Accounting Treatment for the Merger

The Merger
will be treated as a reverse acquisition for accounting purposes, with All
American being the successor reporting entity. The Company has no operations or
revenues and the only asset that it had on June 30, 2008 is a cash balance of
$1,384.

The Company is
considered to be a shell company prior to the acquisition. In connection with
the proposed acquisition of All American, the members of All American will
receive approximately 19.775 million shares of post reverse split Common Stock, or
approximately 95% of the total outstanding shares prior to the conversion of
the Companys judgment debt and Strategic Warrant. The Companys current
stockholders will ultimately retain approximately 1 million shares, or 5%, of
the Companys stock prior to the conversion of the judgment debt and the
Strategic Warrant.

Common Stock To Be Outstanding Upon Consummation of Merger  (Unaudited)

|                                                                                                                     |  |  |            | 
|-------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | 
|Current shares outstanding                                                                                           |  |  | 16,168,733 | 
|                                                                                                                     |  |  |            | 
|                                                                                                                     |  |  |            | 
|Reverse stock split adjustment of Companys
  shares to existing stockholders at the reverse stock rate of 16.168733 |  |  |            | 
|                                                                                                                     |  |  |            | 
|New shares to be issued upon completion of
  Merger in exchange for old shares                                       |  |  | 1,000,000  | 
|                                                                                                                     |  |  |            | 
|Approximate number of shares to be issued
  upon conversion of judgment debt                                         |  |  | 121,040    | 
|                                                                                                                     |  |  |            | 
|Approximate number of shares to be issued
  upon conversion of Strategic Warrant                                     |  |  | 68,031     | 
|                                                                                                                     |  |  |            | 
|Approximate number of new shares to be
  issued for acquisition of All American                                      |  |  | 19,775,000 | 
|                                                                                                                     |  |  |            | 
|                                                                                                                     |  |  |            | 
|Approximate total number of shares to be
  outstanding after consummation of the proposed Merger                     |  |  | 20,964,071 | 
|                                                                                                                     |  |  |            | 

The Merger
Agreement was amended in May, 2008. This amendment modified the termination
date to be extended from the original termination date of March 1, 2008 to
thirty days after the Company has filed its definitive Information Statement
with the SEC. As consideration for agreeing to enter into this Amendment, All
American paid to the Company $100,000, which is non-refundable, to be applied
as a partial reimbursement towards the fees and expenses incurred connection
with the proposed merger which All American will ultimately be responsible for.

Note 4 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, 2008 and 2007. Accordingly, the
estimates presented in these statements are not necessarily indicative of the
amounts that could be realized on disposition of the financial instruments.

F-9

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

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.

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 June 2007,
the Financial Accounting Standards Board (FASB) ratified the consensus reached
by the Emerging Issues Task Force (EITF) on EITF Issue 06-11, Accounting for
Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11
requires companies to recognize the income tax benefit realized from dividends
or dividend equivalents that are charged to retained earnings and paid to
employees for non-vested equity-classified employee share-based payment awards
as an increase to additional paid-in capital. The EITF should be applied
prospectively to the income tax benefits of dividends on equity-classified
employee share-based payment awards that are declared in fiscal years beginning
after December 15, 2007, and interim periods within those fiscal years. The
Company does not expect EITF 06-11 to have a material effect on its
consolidated results of operations or its financial position.

In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities  including an amendment of FAS 115, which permits
entities to choose to measure many financial instruments and certain other
items at fair value. The objective of this statement is to provide entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The provisions of SFAS No. 159 are
effective for fiscal years beginning after November 15, 2007. The Company does
not expect the adoption of this statement to have a material impact on its
consolidated results of operations or its financial position.

In September
2006, the FASB issued SFAS 157, Fair Value Measurements. This statement
clarifies the definition of fair value, establishes a framework for measuring
fair value and expands the disclosures on fair value measurements. SFAS 157 is
effective beginning in the first quarter of the Companys fiscal year ending
June 30, 2009. The Company has not yet determined if the adoption of this
statement will have a material impact on its consolidated results of operations
or financial position.

In September
2006, the Securities and Exchange Commission issued Staff Accounting Bulletin
108, Considering the Effects of prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on how prior year misstatements should be taken into consideration
when quantifying misstatements in current year financial statements for
purposes of determining whether the current years financial statements are
materially misstated. SAB 108 became effective during the Companys 2007 fiscal
year. The adoption of SAB 108 had no impact on the Companys consolidated
results of operations or financial position.

In June 2006,
the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes
 an interpretation of FASB Statement 109, Accounting for Income Taxes (FIN
48), which clarifies the accounting for uncertainty in income taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The Interpretation requires that the Company recognize
in the financial statements the impact of a tax position, if that position is
more likely than not of being sustained on audit, based on the technical merits
of the position. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods and
disclosure. The provisions of FIN 48 are effective for fiscal years beginning
after December 15, 2006 with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings. Management is
evaluating the impact of the adoption of this interpretation. Currently, it is
not expected to have an impact on the Companys consolidated results of
operations or net financial position on July 1, 2007, although balance sheet
reclassifications between current and non-current could be significant.

All other new
accounting pronouncements issued, but not yet effective, have been deemed to be
inapplicable.

Note 5 - Going Concern

As reflected
in the accompanying financial statements, the Company incurred a net loss of
$95,450 negative cash flow from operations of $53,783 for the year ended June
30, 2008, has an accumulated deficit of $3,263,553 and a stockholders
deficiency of $413,143 at June 30, 2008. The ability of the Company to continue
as a going concern is dependent upon its ability to obtain financing and
achieve profitable operations. 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.

F-10

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

Note 6  Accrued Expenses and Other Current Liabilities

|                                                       |  |               |        |               |   |        | 
|------------------------------------------------------ |  | ------------- | ------ | ------------- | - | ------ | 
|                                                       |  | June 30, 2008 |        | June 30, 2007 |  
|                                                       |  |               |        |               |  
|Post
  Settlement Obligations Consists of:             |  |               |        |               |   |        | 
|Legal fees                                             |  | $             | 35,737 |               | $ | 7,500  | 
|Accounting and Auditing                                |  |               | 10,000 |               |   | 11,000 | 
|Miscellaneous, other                                   |  |               | 12,000 |               |   | 12,218 | 
|                                                       |  |               |        |               |   |        | 
|Total accrued expenses and other current
  liabilities |  | $             | 57,737 |               | $ | 30,718 | 
|                                                       |  |               |        |               |   |        | 

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, 2008.

|                                                       |  |               |          |               |   |         | 
|------------------------------------------------------ |  | ------------- | -------- | ------------- | - | ------- | 
|                                                       |  | June 30, 2008 |          | June 30, 2007 |  
|                                                       |  |               |          |               |  
|                                                      
|Due to major
  shareholder/creditor, beginning of year |  | $             | 109,252  |               | $ | 59,926  | 
|Additions                                              |  |               | 151,831  |               |   | 49,326  | 
|Less
  reimbursement from All American                 |  |               | (100,000 | )             |   |        | 
|                                                       |  |               |          |               |   |         | 
|End of year                                            |  | $             | 161,083  |               | $ | 109,252 | 
|                                                       |  |               |          |               |   |         | 

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 $23,331. 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, 2008 approximates $93,000.
In addition there is another $62,352 of interest expense to deduct to due to
shareholders once paid as of June 30, 2008. 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.

F-11

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

|                                           |  |               |         |               |   |         |  
|------------------------------------------ |  | ------------- | ------- | ------------- | - | ------- | -
|                                           |  | June 30, 2008 |         | June 30, 2007 |  
|                                           |  |               |         |               |  
|Deferred tax assets:                       |  |               |         |               |   |         |  
|Net operating loss carryforward            |  | $             | 39,851  |               | $ | 20,301  |  
|Utilization of operating loss carryforward |  |               |        |               |   |        |  
|Less valuation allowance                   |  |               | (39,851 | )             |   | (20,301 | )
|                                           |  |               |         |               |   |         |  
|Net deferred tax asset                     |  | $             |        |               | $ |        |  
|                                           |  |               |         |               |   |         |  

The
reconciliation of the Companys effective tax rate differs from the Federal
income tax rate of 34% for the years ended June 30, 2008 and 2007, as a result
of the following:

|                                |  |               |         |               |   |         |  
|------------------------------- |  | ------------- | ------- | ------------- | - | ------- | -
|                                |  | June 30, 2008 |         | June 30, 2007 |  
|                                |  |               |         |               |  
|Tax (benefit) at statutory rate |  | $             | (32,450 | )             | $ | (18,450 | )
|Temporary timing differences    |  |               | 12,900  |               |   | 8,287   |  
|Permanent timing differences    |  |               |        |               |   |        |  
|Change in valuation allowance   |  |               | 19,550  |               |   | 10,163  |  
|                                |  |               |         |               |   |         |  
|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.                                                                                                                                                                                                                                 

F-12

---



MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

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

At June 30,
2008 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.

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, 2008 and
2007. A summary of the status of the warrants as of June 30, 2008 and 2007 and
changes during the years then ended is presented below:

|                                 |  |                  |           |                                   |   |                  |  |                                   |           |  |   |       | 
|-------------------------------- |  | ---------------- | --------- | --------------------------------- | - | ---------------- |  | --------------------------------- | --------- |  | - | ----- | 
|                                 |  | June 30, 2008    |           | June 30, 2007                     |  
|                                 |  |                  |           |                                   |  
|                                 |  | 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, 2008:

| |                |       |                                                  |  |                                   |  |                                           |       |  |  |      | 
| | -------------- | ----- | ------------------------------------------------ |  | --------------------------------- |  | ----------------------------------------- | ----- |  |  | ---- | 
| | 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 $195,707 convertible
debt into 1,957,070 shares are both anti-dilutive due to the Companys net
loss, no diluted per share amounts are presented.

F-13

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MONARCH INVESTMENT PROPERTIES, INC.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED
JUNE 30, 2008 AND 2007

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.

Iron Eagle Contracting and Mechanical, Inc.,
et al

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, 2008 and 2007, the
judgment payable with accrued interest is $195,707 and $181,059, respectively.
The remaining $195,707 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-14

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