**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A3**

**(Amendment No. 3)**

 

(Mark One)

 

|   | x | ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|---|---------------------------------------------------------------------------------|

|   | For the fiscal year ended **June 30, 2009** |
|--------|---------------------------------------------|

 

|   | [_] | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|-----|-------------------------------------------------------------------------------------|

|   | For the transition period from ________________ to ____________________ |
|--------|-------------------------------------------------------------------------|

 

Commission file number **000-52754_______**

 

|   | **Monarch Investment Properties, Inc.** |
|--------|-----------------------------------------|

(Name of registrant in its charter)

 

 

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

 

Issuer’s telephone number (**561**) **391- 6117_____________**

 

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

 

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

 

 

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

 

_____________________________________**Common Stock** **$.001 par value**__________________________________________

(Title of Class)

 

________________________________________________________________________________________________________________

(Title of Class)

 

|   | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] | No x |
|--------|---------------------------------------------------------------------------------------------------------------------------------|------|

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [_]No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo [_]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes xNo [_]

 

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

 

 

 

----

|   | Large accelerated filer [_] | Accelerated filer [_] |
|--------|-----------------------------|-----------------------|

 

|   | Non-accelerated filer [_] (Do not check if a smaller reporting company) | Smaller reporting company x |
|--------|-------------------------------------------------------------------------|-----------------------------|

 

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

 

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

 

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

 

 

2

 

 

----

**SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS**

 

Statements included in this Annual Report on Form 10-K/A3 that do not relate to present or historical conditions or facts are “forward-looking statements” within the meaning of that term in the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known        and unknown risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements may included, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,”        “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” and “plans” and similar expressions are intended to identify forward-looking statements. Our ability to predict projected results or the effect of events on our operating results is inherently uncertain. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the        times at, or by which, such performance or results will be achieved.

 

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

 

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

 

|   | • | our need for additional financing in the near future; |
|--------|--------|-------------------------------------------------------|

 

|   | • | the Company may suffer from disruptions in the economy that will affect its potential to find financing and/or potential candidate to merge or acquire; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | • | no recent operating history; |
|--------|--------|------------------------------|

 

|   | • | our history of operating losses; |
|--------|--------|----------------------------------|

 

|   | • | the competitive environment in which we operate; |
|--------|--------|--------------------------------------------------|

 

|   | • | changes in governmental regulation and administrative practices; |
|--------|--------|------------------------------------------------------------------|

 

|   | • | our dependence on key personnel; |
|--------|--------|----------------------------------|

 

|   | • | our ability to fully implement our business plan; |
|--------|--------|---------------------------------------------------|

 

|   | • | other regulatory, legislative and judicial developments. |
|--------|--------|----------------------------------------------------------|

 

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

 

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

 

3

 

 

----

**EXPLANATORY NOTE:**

 

This Amendment to the Form 10-K for the fiscal year ended June 30, 2009 of Monarch Investment Properties, Inc. is being filed in response to that certain comment letter dated April 19, 2010 received by the Registrant from the Securities and Exchange Commission and our response letter dated April 27, 2010. Specifically, this amended report revises and enhances disclosure in Item 11, Executive Compensation        and Item 13, Certain Relationships.

 

New Certifications of our principal executive and financial officer are included as exhibits to this amendment.

 

4

 

 

----

**Item 11.****Executive Compensation**

 

During our fiscal years ended June 30, 2009, 2008 and 2007, no executive officer received any compensation. It is not anticipated that any of our executive officers will receive material compensation in the foreseeable future. Following is a table containing the aggregate compensation paid to our Chief Executive Officer and all other officers who received aggregate compensation        exceeding $100,000 during our fiscal year ended June 30, 2009, 2008 and 2007:

 

| Name and Principal Position       |   | Year   |   | Salary ($)(1) |   |  

Bonus ($)     |   | Stock Awards ($) |   | Option Awards ($) |   |   | Non-Equity Incentive Plan Compensation |   | Non-qualified Deferred Compensation Earnings |   | All Other Compensation ($) |   | Total Compensation ($) |   |
|-----------------------------------|--------|--------|--------|---------------|--------|-----------------------|--------|------------------|--------|-------------------|--------|--------|----------------------------------------|--------|----------------------------------------------|--------|----------------------------|--------|------------------------|--------|
| David Miller, 

CEO and President |   |   | 2009   |          | $      |  

 

6,000 |   | $                | 0      |              |   | 0      |                                   | $      | 0                                            |   |                       | $      | 0                      |   | $ | 0 |   |   | 0 |   | $ | 6,000 |   |
|                              |   |   | 2008   |          | $      | 6,000                 |   | $                | 0      |              |   | 0      |                                   | $      | 0                                            |   |                       | $      | 0                      |   | $ | 0 |   |   | 0 |   | $ | 6,000 |   |
|                              |   |   | 2007   |          | $      | 6,000                 |   | $                | 0      |              |   | 0      |                                   | $      | 0                                            |   |                       | $      | 0                      |   | $ | 0 |   |   | 0 |   | $ | 6,000 |   |

 

(1) On July 9, 2007 we entered into a written management agreement with Strategic to provide various services to us in exchange for a monthly management fee of $500, which has been accrued and not paid. Strategic is controlled by our President, David Miller. However, we believe that the services and expenses charged by Strategic merely reimburse Strategic for its out of pocket costs associated with the        services provided and should not be construed as compensation to Mr. Miller. See “Part II, Item 7, Liquidity and Capital Resources.”

 

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

 

**Item 13.****Certain Relationships and Related Transactions and Directors Independence**

 

To date, our operations have been funded by loans from Strategic, which is controlled by our President, David Miller. These loans included paying professional fees and interest on the affiliated debt. We have been dependent upon proceeds of loans from Strategic to fund continuing activities. We recorded management fees of $500 per month for the use of office space and for administrative and management        services provided by Strategic for the period November 3, 2004 through June 30, 2009. At June 30, 2009, the balance due under this obligation was $235,318. For the year ended June 30, 2009 our loans from Strategic increased by $74,235. This loan is due 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. Management believes that the terms of the loan were made on equal or better terms than were available        elsewhere.

 

This loan also includes a $15,000 fee related to work performed pertaining to the aborted Merger with All American and the related review of the 14C filing.

 

There are no other related party transactions that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

 

Director Independence

 

Our directors consist of Messrs. David Miller, John H. Roach and Ralph Wilson. We are not a listed issuer, as our securities are not publicly traded on any exchange, or otherwise. As such, we have established our own definition for determining whether our directors are independent. Our definition of an Independent Director is a Director that is not subject to the control or influence of an Officer, other        Director’s or shareholder of the Company, as well as not a member of the management team or Officer of the Company. That person is impartial and not given to further interests of any Officer or shareholder of the Company and there is no ability on the part of any Officer or shareholder to exert undue influence to challenge that Directors’ vote.

 

We further consider an Independent Director one who receives absolutely no personal benefit, whether monetary or otherwise, that could possibly influence their vote and has complete freedom to evaluate any information that they consider to be relevant to rendering their opinion or vote. Therefore, we believe that Messrs. John H. Roach, Jr. and Ralph Wilson are considered “independent”        directors pursuant to the provisions of Item 407(a) of Regulation S-K, 

 

This definition is not posted on our website, as we do not have a website. This standard was adopted in our fiscal year ended June 30, 2007 but has not been included in any Information Statement or proxy statement that we have filed.

 

We do not have an audit, compensation or nominating committee. These functions are performed by our Board of Directors. David Miller, our principal shareholder and President, is also Chairman of our Board of Directors and is not deemed to be an “independent” director.

 

5

 

 

----

**PART IV**

 

**Item 15.****Exhibits**

 

**Exhibit**

|   | **Number** | **Description** |
|--------|------------|-----------------|

 

| *****2.1 | Articles of Merger, as filed with the Secretary of State of the State of Nevada on April 11, 1997, by Comstock Tailings Company. |
|----------|----------------------------------------------------------------------------------------------------------------------------------|

 

| *****2.2 | Agreement and Plan of Share Exchange dated March 31, 1997 between Comstock Tailings Company and Iron Holdings Corp. |
|----------|---------------------------------------------------------------------------------------------------------------------|

 

| + 2.3 | Agreement and Plan of Merger by and among Monarch Investment Properties, Inc. and All American Home Products, LLC, dated as of December 18, 2007. |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------|

 

| + 2.4 | Amendment to Agreement and Plan of Merger, effective as of February 29, 2008, by and among Monarch Investment Properties, Inc. and All American Home Products, LLC. |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * 3.1.1 | Articles of Incorporation of Comstock Tailings Company, as filed with the Secretary of State of the State of Nevada on May 13, 1988. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------|

 

| * 3.1.2 | Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on October 16, 1997. |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * 3.1.3 | Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on July 15, 1998. |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * 3.1.4 | Amended and Restated Articles of Incorporation of Monarch Investment Properties, Inc. as filed with the Secretary of State of the State of Nevada on September 25, 2007. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * 3.2 | Amended and Restated By-Laws of Monarch Investment Properties, Inc. |
|-------|---------------------------------------------------------------------|

 

| * 10.1 | Letter Agreement, by and between Monarch Investment Properties, Inc. and Strategic Capital Resources, Inc., dated July 9, 2007. |
|--------|---------------------------------------------------------------------------------------------------------------------------------|

 

| * 10.2 | Common Stock Purchase Warrant to purchase 1,100,000 shares of Common Stock of Monarch Investment Properties, Inc., issued to Strategic Capital Resources, Inc. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 31.1 | Certificate of Principal Executive Officer required by Rule 13(a) – 14(a) |
|--------|------|---------------------------------------------------------------------------------|

 

|   | 31.2 | Certificate of Principal Financial Officer required by Rule 13(a) – 14(a) |
|--------|------|---------------------------------------------------------------------------------|

 

|   | 32 | Certificate Pursuant to Sec 906 |
|--------|----|---------------------------------|

 

*****Filed as an exhibit to the Company’s Registration Statement on Amendment No. 1 to Form 10-SB, as filed with the Securities and

|   | Exchange Commission on September 27, 2007, and incorporated herein by this reference. |
|--------|---------------------------------------------------------------------------------------|

 

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

 

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

 

 

 

6

 

 

----

**SIGNATURES**

 

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

 

 

| Date: April 27, 2010 | **MONARCH INVESTMENT PROPERTIES, INC.**

 

By: s/David Miller______________________________________

David Miller

President, Principal Executive Officer |
|----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                            |
| Date: April 27, 2010 | By: s/Phillip Bloom_____________________________________

Philip Bloom

Principal Financial Officer and Principal Accounting Officer                            |

 

 

 

7