---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM
10-Q

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

For the quarterly period ended December 31, 2008

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

For the transition period from ______________ to ______________

Commission File Number: 000-52754

MONARCH INVESTMENT PROPERTIES, INC.(Exact name of small
business issuer as specified in its charter)

|                                                                  |  |                                          
|----------------------------------------------------------------- |  | -----------------------------------------
|Nevada                                                            |  | 84-1251553                               
|                                                                  |  |                                          
|(State
 or Other Jurisdiction
 of Incorporation or
 Organization) |  | (I.R.S.
 Employer Identification
 Number)

1801 North Military Trail, Suite 203
Boca Raton, FL 33431
(Address of Principal Executive Offices)

(561) 391-6117
(Issuers Telephone Number, Including Area Code)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to the filing requirements for the past
90 days.


Yes x          No o


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

|                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------
|Large Accelerated Filer o       Accelerated Filer o      
Non-Accelerated Filer o      Smaller
 Reporting Company x

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

The number of shares
outstanding of the registrants Class A common stock as of January 26, 2009 was
16,168,733.

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|                                                                                                                   |                                                                                        |    |                   |  |     
|------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------- | -- | ----------------- |  | ----
|                                                                                                                   |                                                                                        |    | TABLE OF CONTENTS |  |     
|                                                                                                                  
|                                                                                                                   |                                                                                        |    |                   |  | Page
|                                                                                                                   |                                                                                        |    |                   |  |     
|                                                                                                                   |                                                                                        |    |                   |  |     
|PART I.                                                                                                            | FINANCIAL INFORMATION                                                                  |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 1.                                                                                                            | Financial
 Statements                                                                  |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Balance Sheets as of December 31, 2008
 (Unaudited) and June 30, 2008                                              |                                                                                        | 3 
|                                                                                                                   |                                                                                        |    |                   |  |     
|Condensed Statements of Operations for the Three
 and Six months Ended December 31, 2008 and 2007 (Unaudited)      |                                                                                        | 4 
|                                                                                                                   |                                                                                        |    |                   |  |     
|Condensed Statement of Changes in
Stockholders
 Deficiency for the Six Months Ended December 31, 2008 (Unaudited) |                                                                                        | 5 
|                                                                                                                   |                                                                                        |    |                   |  |     
|Condensed Statements of Cash Flows for the Six
 Months Ended December 31, 2008 and 2007 (Unaudited)                |                                                                                        | 6 
|                                                                                                                   |                                                                                        |    |                   |  |     
|Notes to the Condensed Unaudited Financial
 Statements as of December 31, 2008 and 2007                            |                                                                                        | 7 
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 2.                                                                                                            | Managements Discussion and Analysis of
Financial
 Condition and Results of Operations |    | 14               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item
 3.                                                                                                           | Quantitative and Qualitative Disclosures About
 Market Risk                            |    | 21               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 4T.                                                                                                           | Controls
 and Procedures                                                               |    | 21               
|                                                                                                                   |                                                                                        |    |                   |  |     
|PART II.                                                                                                           | OTHER INFORMATION                                                                      |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 1.                                                                                                            | Legal
 Proceedings                                                                     |    | 23               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item
 1A.                                                                                                          | Risk
 Factors                                                                          |    | 23               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 2.                                                                                                            | Unregistered Sales of Equity Securities and Use
 of Proceeds                           |    | 26               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 3.                                                                                                            | Defaults
 Upon Senior Securities                                                       |    | 26               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 4.                                                                                                            | Submission of Matters to a Vote of Security
 Holders                                   |    | 26               
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 5.                                                                                                            | Other
 Information                                                                     |    | 26               
|                                                                                                                   |                                                                                        |    |                   |  |     
|SIGNATURES                                                                                                         |                                                                                        | 27
|                                                                                                                   |                                                                                        |    |                   |  |     
|Item 6.                                                                                                            | Exhibit
 Index                                                                         |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Exhibit 31.1                                                                                                       | Section 302 Certification of Principal Executive Officer                               |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Exhibit 31.2                                                                                                       | Section 302 Certification of Principal Financial Officer                               |    |                  
|                                                                                                                   |                                                                                        |    |                   |  |     
|Exhibit 32                                                                                                         | Section 906 Certification of Officers                                                  |    |                  

2

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PART I. FINANCIAL INFORMATION

|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS

MONARCH INVESTMENT PROPERTIES, INC.BALANCE SHEETS

|                                                                                                                      |  |                                |            |                          |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------------------ | - | ---------- | -
|                                                                                                                      |  | December 31, 2008
 (Unaudited) |            | June 30, 2008
 (Audited) |  
|                                                                                                                      |  |                                |            |                          |  
|ASSETS                                                                                                               
|                                                                                                                      |  |                                |            |                          |   |            |  
|CURRENT
 ASSETS                                                                                                       |  |                                |            |                          |   |            |  
|Cash                                                                                                                  |  | $                              | 2,162      |                          | $ | 1,384      |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|Total Current Assets                                                                                                  |  |                                | 2,162      |                          |   | 1,384      |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|TOTAL
 ASSETS                                                                                                         |  | $                              | 2,162      |                          | $ | 1,384      |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                             
|                                                                                                                      |  |                                |            |                          |   |            |  
|CURRENT
 LIABILITIES                                                                                                  |  |                                |            |                          |   |            |  
|Accrued expenses and other current liabilities                                                                        |  | $                              | 52,709     |                          | $ | 57,737     |  
|Convertible judgment debt payable                                                                                     |  |                                | 203,031    |                          |   | 195,707    |  
|Affiliated party debt                                                                                                 |  |                                | 191,700    |                          |   | 161,083    |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|Total Current Liabilities                                                                                             |  |                                | 447,440    |                          |   | 414,527    |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|COMMITMENTS
 AND CONTINGENCES                                                                                         |  |                                |            |                          |   |            |  
|                                                                                                                      |  |                                |            |                          |   |            |  
|STOCKHOLDERS
 DEFICIENCY                                                                                             |  |                                |            |                          |   |            |  
|Preferred stock, $0.01 par value, 25,000,00 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                                                                                                   |  |                                | (3,294,688 | )                        |   | (3,262,553 | )
|                                                                                                                      |  |                                |            |                          |   |            |  
|Total Stockholders Deficiency                                                                                        |  |                                | (445,278   | )                        |   | (413,143   | )
|                                                                                                                      |  |                                |            |                          |   |            |  
|TOTAL
 LIABILITIES & STOCKHOLDERS DEFICIENCY                                                                         |  | $                              | 2,162      |                          | $ | 1,384      |  
|                                                                                                                      |  |                                |            |                          |   |            |  

See accompanying notes to the condensed
unaudited financial statements

3

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MONARCH INVESTMENT PROPERTIES, INC 
CONDENSED STATEMENTS OF OPERATIONS 
(Unaudited)

|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|------------------------------------------------------ |  | -------------------------------- | ---------- | ------------------------------ | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                                       |  | Three Months Ended
 December 31, |            | Six Months Ended
 December 31, |  
|                                                       |  | 2008                             |            | 2007                           |   | 2008       |   | 2007 |           
|                                                       |  |                                  |            |                                |   |            |   |      |           
|Revenue                                                |  | $                                |           |                                | $ |           |   | $    |           |   | $ |           |  
|General and administrative expenses                    |  |                                  | 6,811      |                                |   | 28,208     |   |      | 14,194     |   |   | 102,798    |  
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Loss from operations                                   |  |                                  | (6,811     | )                              |   | (28,208    | ) |      | (14,194    | ) |   | (102,798   | )
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Other (expense) income:                                |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Interest expense                                       |  |                                  | (9,167     | )                              |   | (9,664     | ) |      | (17,941    | ) |   | (17,421    | )
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Total Other (expense)                                  |  |                                  | (9,167     | )                              |   | (9,664     | ) |      | (17,941    | ) |   | (17,421    | )
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Net Loss                                               |  | $                                | (15,978    | )                              | $ | (37,872    | ) | $    | (32,135    | ) | $ | (120,219   | )
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Net Loss per common share:                             |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Basic and fully diluted                                |  | $                                | (0.001     | )                              | $ | (0.002     | ) | $    | (0.002     | ) | $ | (0.007     | )
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|                                                       |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Weighted average number of common shares
 outstanding: |  |                                  |            |                                |   |            |   |      |            |   |   |            |  
|Basic                                                  |  |                                  | 16,168,733 |                                |   | 16,168,733 |   |      | 16,168,733 |   |   | 16,168,733 |  
|Fully diluted                                          |  |                                  | 16,168,733 |                                |   | 16,168,733 |   |      | 16,168,733 |   |   | 16,168,733 |  

See accompanying notes
to the condensed unaudited financial statements

4

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MONARCH
INVESTMENT PROPERTIES, INC. 
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS
DEFICIENCY 
FOR THE SIX MONTHS ENDED DECEMBER 31, 2008 
(Unaudited)

|                              |  |                     |        |              |        |            |                    |                                |        |  |   |           |  |   |            |   |   |          |  
|----------------------------- |  | ------------------- | ------ | ------------ | ------ | ---------- | ------------------ | ------------------------------ | ------ |  | - | --------- |  | - | ---------- | - | - | -------- | -
|                              |  |                     |        |              |        |            |                    | Additional
 
 Paid-In
 Capital |        |  |   |           | 
|                              |  | Preferred
 
 Shares |        | Common Stock |        |            | AccumulatedDeficit |                                |        | 
|                              |  |                     | Shares |              | Amount |            |                    |                                | Total  | 
|                              |  |                     |        |              |        |            |                    |                                |        |  |   |           | 
|Balance at June 30,
 2008     |  |                     |        |              |        | 16,168,733 |                    | $                              | 16,169 |  | $ | 2,833,241 |  | $ | (3,262,553 | ) | $ | (413,143 | )
|                              |  |                     |        |              |        |            |                    |                                |        |  |   |           |  |   |            |   |   |          |  
|Net Loss                      |  |                     |        |              |        |            |                    |                                |        |  |   |           |  |   | (32,135    | ) |   | (32,135  | )
|                              |  |                     |        |              |        |            |                    |                                |        |  |   |           |  |   |            |   |   |          |  
|Balance at December
 31, 2008 |  |                     |       |              |        | 16,168,733 |                    | $                              | 16,169 |  | $ | 2,833,241 |  | $ | (3,294,688 | ) | $ | (445,278 | )
|                              |  |                     |        |              |        |            |                    |                                |        |  |   |           |  |   |            |   |   |          |  

See accompanying notes
to the condensed unaudited financial statements

5

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MONARCH
INVESTMENT PROPERTIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS 
(Unaudited)

|                                                                             |  |                                  |         |      |   |          |  
|---------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | -------- | -
|                                                                             |  | Six
 Months Ended 
 December 31, |        
|                                                                             |  | 2008                             |         | 2007 |  
|                                                                             |  |                                  |         |      |  
|CASH FLOWS FROM OPERATING
 ACTIVITIES:                                       |  |                                  |         |      |   |          |  
|Net loss                                                                     |  | $                                | (32,135 | )    | $ | (120,219 | )
|                                                                             |  |                                  |         |      |   |          |  
|Adjustments to
 reconcile net loss to net cash used in operating activities: |  |                                  |         |      |   |          |  
|Changes in operating
 assets and liabilities:                                |  |                                  |         |      |   |          |  
|Increase(Decrease) in
 accrued expenses and other current liabilities        |  |                                  | (5,029  | )    |   | 2,163    |  
|Increase in
 convertible judgment debt payable                               |  |                                  | 7,324   |      |   | 7,324    |  
|                                                                             |  |                                  |         |      |   |          |  
|                                                                             |  |                                  |         |      |   |          |  
|Total adjustments                                                            |  |                                  | 2,295   |      |   | 9,487    |  
|                                                                             |  |                                  |         |      |   |          |  
|Net cash used in
 operating activities                                       |  |                                  | (29,840 | )    |   | (110,732 | )
|                                                                             |  |                                  |         |      |   |          |  
|                                                                             |  |                                  |         |      |   |          |  
|CASH FLOWS FROM
 FINANCING ACTIVITIES:                                       |  |                                  |         |      |   |          |  
|Increase in affiliated
 party debt                                           |  |                                  | 30,618  |      |   | 112,097  |  
|                                                                             |  |                                  |         |      |   |          |  
|Net cash provided by
 financing activities                                   |  |                                  | 30,618  |      |   | 112,097  |  
|                                                                             |  |                                  |         |      |   |          |  
|NET INCREASE IN CASH                                                         |  |                                  | 778     |      |   | 1,365    |  
|CASH - BEGINNING OF
 YEAR                                                    |  |                                  | 1,384   |      |   | 3,336    |  
|                                                                             |  |                                  |         |      |   |          |  
|CASH - END OF PERIOD                                                         |  | $                                | 2,162   |      | $ | 4,701    |  
|                                                                             |  |                                  |         |      |   |          |  
|                                                                             |  |                                  |         |      |   |          |  
|SUPPLEMENTAL CASH FLOW
 DATA:                                                |  |                                  |         |      |   |          |  
|Cash paid for interest                                                       |  | $                                |        |      | $ |         |  
|                                                                             |  |                                  |         |      |   |          |  
|                                                                             |  |                                  |         |      |   |          |  
|Cash paid for income
 taxes                                                  |  | $                                |        |      | $ |         |  
|                                                                             |  |                                  |         |      |   |          |  

See accompanying notes
to the condensed unaudited financial statements

6

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Monarch
Investment Properties, Inc. Notes to Condensed Unaudited Financial Statements 
December 31, 2008 
(Unaudited)

Note 1  Condensed Financial Statements

The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flow at December 31, 2008 and for all periods
presented have been made.

Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. These condensed financial statements
should be read in conjunction with the audited financial statement for the
years ended June 30, 2008 and 2007 included in the Annual Report filed with the
Securities and Exchange Commission on Form 10-KSB.

The results of
operations for the period ended December 31, 2008 are not necessarily
indicative of the operating results for the full year.

Note 2  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 December 31, 2008 and June 30, 2008. Accordingly,
the estimates presented in these statements are not necessarily indicative of
the amounts that could be realized on disposition of the financial instruments.
Management has estimated the fair values of cash, accounts payable, and accrued
expenses to be approximately their respective carrying values reported on these
statements because of their short maturities.

7

---



Recent Accounting Pronouncements

There were
various accounting standards and interpretations issued recently, none of which
are expected to have a material impact on the companys financial position,
operations or cash flows.

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 agreed to merge
with, and into, the Company (the Merger) Certain provisions of the Merger
Agreement were amended effective February 29, 2008. The Board of Directors of
the Company unanimously approved the Merger Agreement and amendment. The Merger
Agreement contains certain termination rights for both parties. Consummation of
the Merger is also subject to customary closing conditions, and
representations, warranties and covenants from each of the Company and All
American.

Details of the
Merger Agreement, as amended, and information related to the business of All
American and its unaudited financial statements for the interim period ended
September 30, 2007 and its audited financial statements for the year ended
December 31, 2006 and accompanying notes were filed with the Securities and
Exchange Commission on February 14, 2008 in a Preliminary Information Statement
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 reviewed unaudited interim financial statements
through September 30, 2008, are required to be filed with the SEC in an amended
Preliminary Information Statement. We have not received these interim financial
statements as of the date of this report. Upon receipt of confirmation that the
SEC has no further comments to the Preliminary Information Statement a
Definitive Information Statement will be mailed to the Companys stockholders.

The closing
under the Merger Agreement has not been consummated as not all of the closing
conditions of the Merger Agreement have been satisfied as of the date of this
report including, without limitation, our receipt of All Americans aforesaid
financial information and the filing of the Definitive Information Statement.
The Company is currently evaluating its rights and obligations under the terms
of the Merger Agreement. As of the date of this report, the Companys ability
to predict the likelihood of consummation of the Merger is uncertain.

The Companys
consummation of the Merger is subject to risks and uncertainties including
risks that one or both of the parties will never complete its obligations under
the Merger Agreement. The Company may be required to evaluate other merger and
acquisition opportunities, subject to the termination provisions of the Merger
Agreement, should it determine that the Merger is not in the best interest of
the Company and its stockholders based on any potential material adverse
changes in the business or financial condition of All American. 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.

8

---



The foregoing
brief description of the Merger Agreement, as amended, is only a summary, does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, and the Amendment No. 1 to the Merger Agreement, attached as
Exhibits 2.1 to the Companys Current Reports on Form 8-K, filed with the
Securities and Exchange Commission on December 26, 2007 and May 30, 2008,
respectively. The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of the Merger Agreement and as of
specified dates, were solely for the benefit of the parties to the Merger
Agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Merger Agreement.
The representations and warranties may have been made for the purposes of
allocating contractual risk between the parties to the Merger Agreement instead
of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to potential investors and other third parties. Information
concerning the subject matter of the representations and warranties may have
changed following the date the Merger Agreement, which subsequent information
may or may not be fully reflected in the Companys public disclosures.

Conversion of Judgment Debt

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
December 31, 2008 is $203,031. 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.

9

---



Common Stock Purchase Warrant

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.

Exercise 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.

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 December 31, 2008 is a cash balance
of $2,162.

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 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.

10

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Common Stock To Be Outstanding Upon
Consummation of Merger

|                                                                                                                   |  |  |            |  
|------------------------------------------------------------------------------------------------------------------ |  |  | ---------- | -
|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                                        |  |  | 125,570    |  
|                                                                                                                   |  |  |            |  
|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                    |  |  | 20,968,601 |  
|                                                                                                                   |  |  |            |  

* This amount
does not include the shares of common stock issuable by All American underlying
certain convertible securities of All American, including units consisting of
12% convertible promissory notes in the aggregate principal amount of $800,000
which mature in October 2009 and warrants. The promissory notes are subject to
mandatory conversion if any time prior to the maturity date, All American
consummates a private equity financing or series of related equity financings,
pursuant to which All American receives gross proceeds of at least $1 million
(the Next Financing). In such event, the principal amount and, at the option
of All American, the accrued interest thereon, will automatically convert into
the same class or series of equity securities sold in the Next Financing at a
conversion price equal to eighty (80%) percent of the per security offering
price of such equity securities sold in the Next Financing.

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 in connection
with the proposed merger which All American will ultimately be responsible for. All American
is experiencing significant difficulties including providing us required
financial information for the timely filing of the definitive information
statement with the Securities Exchange Commission. These difficulties could
prevent the consummation of the proposed merger.

11

---



We have not
received the December 31, 2007 audited financial statements from All American
Home Products, LLC. In addition, we have not received the All American reviewed
unaudited financial statements together with their outside auditors review for
the quarterly periods ending March 31, 2008, June 30, 2008 or September 30,
2008.

In order for
the merger to be consummated, the company is required to provide current
financial information in its information statement which was filed with the
Securities Exchange Commission on February 14, 2008. In addition, for the
information statement to be declared effective, current financial statements
are required. The September 30, 2008 financial statements, which we have been
promised but not received, will become stale and therefore not be current on
February 12, 2009.

In the event
that the September 30, 2008 financial statements become stale, we would then be
required to include their audited financial statements for the year ended
December 31, 2008. These audited financial statements would then have to be
provided to us by All American.

There is no
assurance that we will receive the required information in order to consummate
the merger transaction on a timely basis, or at all.

We are
concerned (based on the repeated failure of All American to provide us with
timely financial information) that even if the merger was consummated, the
required periodic reports cannot be filed on a timely basis.

If a company
does not comply with the required periodic filings under the Securities Acts,
its stock could be suspended from trading, its registration can be revoked in
addition to other actions can be taken by the regulatory agencies.

As of the date
of this report, we have still not received the financial information required
under the merger agreement with All American. In light of the above, we are
evaluating our rights and obligations under the merger agreement as well as the
viability of the merger itself.

Note 4 - Going Concern

As reflected
in the accompanying financial statements, the Company incurred a net loss of
$32,135, negative cash flow from operations of $29,840 for the six months ended
December 31, 2008, has an accumulated deficit of $3,294,688 and a stockholders
deficiency of $445,278 at December 31, 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.

12

---



Note 5  Accrued Expenses and Other Current
Liabilities

|                                                      |  |                   |        |               |   |        | 
|----------------------------------------------------- |  | ----------------- | ------ | ------------- | - | ------ | 
|                                                      |  | December 31, 2008 |        | June 30, 2008 |  
|                                                      |  |                   |        |               |  
|Legal fees                                            |  | $                 | 38,719 |               | $ | 35,737 | 
|Accounting and Auditing                               |  |                   | 4,000  |               |   | 10,000 | 
|Miscellaneous,
 other                                 |  |                   | 9,990  |               |   | 12,000 | 
|                                                      |  |                   |        |               |  
|Total
 accrued expenses and other current liabilities |  | $                 | 52,709 |               | $ | 57,737 | 
|                                                      |  |                   |        |               |  

Note 6  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 statutory interest rate of 9% per annum:

|                                         |  |   |            |  
|---------------------------------------- |  | - | ---------- | -
|Original
 judgment                       |  | $ | 1,100,000  |  
|Interest 1999 through June 2005          |  |   | 643,500    |  
|Partial payment made November 2004       |  |   | (155,000   | )
|                                         |  |   |            |  
|                                         |  |   |            |  
|Balance, June 30, 2005                   |  |   | 1,588,500  |  
|Interest June 2005 through June 2006     |  |   | 77,902     |  
|Amount exchanged for Common Stock        |  |   | (1,500,000 | )
|                                         |  |   |            |  
|                                         |  |   |            |  
|Balance, June 30, 2006                   |  |   | 166,402    |  
|Interest July 2006 through June 2007     |  |   | 14,657     |  
|                                         |  |   |            |  
|                                         |  |   |            |  
|Balance, June 30, 2007                   |  |   | 181,059    |  
|Interest July 2007 through June 2008     |  |   | 14,648     |  
|                                         |  |   |            |  
|                                         |  |   |            |  
|Balance, June 30, 2008                   |  |   | 195,707    |  
|Interest July 2008 through December 2008 |  |   | 7,324      |  
|                                         |  |   |            |  
|                                         |  |   |            |  
|                                         |  | $ | 203,031    |  
|                                         |  |   |            |  

Note 7  Affiliated Party Debt Transaction

|                                                        |  |                                     |         |                           |   |         | 
|------------------------------------------------------- |  | ----------------------------------- | ------- | ------------------------- | - | ------- | 
|                                                        |  | Six Months Ended
 December 31, 2008 |         | Year Ended
 June 30, 2008 |  
|                                                        |  |                                     |         |                           |  
|Due to major
 shareholder/creditor, beginning of period |  | $                                   | 161,083 |                           | $ | 109,252 | 
|Additional
 borrowings                                  |  |                                     | 30,617  |                           |   | 51,831  | 
|Repayments                                              |  |                                     |        |                           |   |        | 
|                                                        |  |                                     |         |                           |  
|End of
 period                                          |  | $                                   | 191,700 |                           | $ | 161,083 | 
|                                                        |  |                                     |         |                           |  

See Note 7 to
the audited financial statements for the years ended June 30, 2008 and 2007.

13

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Note 8  Income Taxes

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.

Note 9  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 $203,031 convertible
debt into 2,030,310 shares are both anti-dilutive due to the Companys net
loss, no diluted per share amounts are presented.

|        |                                                          
|------- | ---------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION
AND ANALYSIS
OR PLAN OF OPERATION

The following
discussion and analysis presents a review of the operating results of Monarch
Investment Properties, Inc. (the Company) for the three and six
months ended
December 31, 2008 and 2007, respectively, and the financial condition of the
Company at December 31, 2008. The discussion and analysis should be read in
conjunction with the condensed financial statements and accompanying notes
included herein, as well as the Companys audited financial statements for
the
years ended June 30, 2008 and 2007 on Form 10-KSB filed with the Securities
Exchange Commission.

Forward-looking Statements

Statements
included in the Quarterly Report filed on Form 10-QSB that do not relate to
present or historical conditions are 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 involve a number of
risks, uncertainties and other factors that could cause actual results to
differ materially from those discussed in this document. 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.

14

---



Forward-looking information is
based on information available at the time and/or managements good faith
belief with respect to future events, and is subject to risks and uncertainties
that could cause actual performance or results to differ materially from those
expressed in the statements. Important factors that could cause actual performance
or results to differ materially from those expressed in or implied by,
forward-looking statements include, but are not limited to: (i) industry
competition, conditions, performance and consolidation, (ii) legislative and/or
regulatory developments, (iii) our ability to find to find an acceptable merger
candidate, (iv) the effects of adverse general economic conditions, both within
the United States and globally, and (v) other factors described under Risk
Factors contained in the Companys Form 10-KSB filed for the fiscal
year ended
June 30, 2008.

Forward-looking
statements speak only as of the date the statements are made. The Company
assumes no obligations 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 the Company updates one or more forward-looking statements,
no inference should be drawn that it will make additional updates with respect
thereto or with respect to other forward-looking statements.

Overview

We have
virtually no operating history and due to the uncertain nature of the markets
we address or intend to address, it is difficult to predict our future results
of 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 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 of membership interest (Membership
Interests) one share of our Common Stock for each Membership Interest held at the
effective time of the Merger (Effective Time). Any All American
warrants
outstanding 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. It is currently anticipated that we will issue to the holders
of All American Membership Interest an aggregate of approximately 19,775,000
shares of our restricted Common Stock. This amount does not include the shares
of common stock issuable by All American underlying certain convertible
securities of All American, including units consisting of 12% convertible
promissory notes in the aggregate principal amount of $800,000 which mature in
October 2009 and warrants. As of the Effective Time, All Americans members
will own approximately 94% of the outstanding shares of Common Stock in the
post-merger entity, with the existing stockholders of the Company owning
approximately 6% of the outstanding shares of Common Stock in the post-merger
entity, subject to adjustment under the terms of the Merger Agreement.

15

---



We believe,
after examining All Americans business plan, interviewing its management,
and
examining its products and services, that All American presents a possible
merger opportunity for the Company. However, despite this belief we cannot
assure you that All American will be able to implement its business plan or
complete
successfully.

All American
is experiencing significant difficulties including providing us required
financial information for the timely filing of the definitive information
statement with the Securities Exchange Commission. These difficulties could
prevent
the consummation of the proposed merger.

We have not
received the December 31, 2007 audited financial statements from All American
Home Products, LLC. In addition, we have not received the All American
unaudited financial statements together with their outside auditors review for
the quarterly periods ending March 31, 2008, June 30, 2008 or September 30,
2008.

In order for
the merger to be consummated, the company is required to provide current
financial information in its information statement which was filed with the
Securities Exchange Commission on February 14, 2008. In addition, for the
information statement to be declared effective, current financial statements
are required. The September 30, 2008 financial statements, which we have been
promised but not received, will become stale and therefore not be
current on
February 12, 2009.

In the event
that the September 30, 2008 financial statements becomes stale, we would then
be required to include their audited financial statements for the year ended
December 31, 2008. These audited financial statements would then have to be
provided to us by All American.

There is no
assurance that we will receive the required information in order to consummate
the merger transaction on a timely basis, or at all.

We are
concerned (based on the repeated failure of All American to provide us with
timely financial information) that even if the merger was consummated, the
required periodic reports can be filed on a timely basis.

16

---



If a company
does not comply with the required periodic filings under the Securities Acts,
its stock could be suspended from trading, its registration can be revoked in
addition to other actions can be taken by the regulatory agencies.

As of the date
of this report, we have still not received the financial information required
under the merger agreement with All American. In light of the above, we are
evaluating our rights and obligations under the merger agreement as well as the
viability of the merger itself.

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 conduct operations through its wholly
owned subsidiary, CK Home Products, Inc.

See Risk
Factors in the Companys Form 10-KSB for the fiscal year ended June
30, 2008,
as well Part II, Item 1A Risk Factors.

The Company
does not currently engage in any business activities that provide cash flow.
During the next twelve months we anticipate incurring costs and expenses
related to filing of Exchange Act reports and investigating and consummating a
business combination. Management will fund the costs and expenses to be
incurred with such activities through loans or further investment in the
Company to be made by them as and when necessary.

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 December 31, 2008 and June 30, 2008 consisted primarily of
professional fees. Listed below is a summary of the transactions related to
accrued expenses and other liabilities:

|                                              |  |                   |        |               |   |                      |  |   |        |  
|--------------------------------------------- |  | ----------------- | ------ | ------------- | - | -------------------- |  | - | ------ | -
|                                              |  | December 31, 2008 |        | June 30, 2008 |   | Increase
 (Decrease) | 
|                                              |  |                   |        |               |   |                      | 
|Legal fees                                    |  | $                 | 38,719 |               | $ | 35,737               |  | $ | 2,982  |  
|Accounting
 fees                              |  |                   | 4,000  |               |   | 10,000               |  |   | (6,000 | )
|Miscellaneous, other                          |  |                   | 9,990  |               |   | 12,000               |  |   | (2,010 | )
|                                              |  |                   |        |               |   |                      |  |   |        |  
|Total
 Accrued Expenses and Other Liabilities |  | $                 | 52,709 |               | $ | 57,737               |  | $ | (5,028 | )
|                                              |  |                   |        |               |   |                      |  |   |        |  

17

---



Accounting fees
decreased as a result of the net between a payment of $10,000 and an additional
accrual of $4,000 for the first two quarters of 2009.

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 27 through June 2008       |  |   | 14,648     |  
|                                         |  |   |            |  
|Balance,
 June 30, 2008                  |  |   | 195,707    |  
|Interest July 2008 through December 2008 |  |   | 7,324      |  
|                                         |  |   |            |  
|                                         |  | $ | 203,031    |  
|                                         |  |   |            |  

Affiliated Party Debt

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

|                            |  |   |         | 
|--------------------------- |  | - | ------- | 
|Balance,
 June 30, 2008     |  | $ | 161,083 | 
|Advances                    |  |   | 17,000  | 
|Interest                    |  |   | 10,617  | 
|Management
 Fee             |  |   | 3,000   | 
|                            |  |   |         | 
|Balance,
 December 31, 2008 |  | $ | 191,700 | 
|                            |  |   |         | 

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 or at all.

Three Months Ended December 31, 2008 Compared
to the Three Months Ended December 31, 2007

General and
administrative expenses were $6,811 for the three months ended December 31,
2008, as compared to $28,208 for the three months ended December 31, 2007, a
decrease of $21,397. Accounting and Legal expenses for the three months ended
December 31, 2008 were lower when compared to the same period in 2007 as a
result of our filing the Registration Statement on Form 10-SB with the
Securities and Exchange Commission in 2007.

18

---



|                     |  |      |       |      |   |        | 
|-------------------- |  | ---- | ----- | ---- | - | ------ | 
|                     |  | 2008 |       | 2007 |  
|                     |  |      |       |      |  
|Accounting Fees      |  | $    | 2,000 |      | $ | 4,500  | 
|Legal Fees           |  |      | 1,000 |      |   | 17,370 | 
|Management
 Fees     |  |      | 1,500 |      |   | 1,500  | 
|Stock
 Transfer Fees |  |      | 651   |      |   | 250    | 
|Miscellaneous
 Fees  |  |      | 1,660 |      |   | 4,588  | 
|                     |  |      |       |      |   |        | 
|TOTAL                |  | $    | 6,811 |      | $ | 28,208 | 
|                     |  |      |       |      |   |        | 

Legal fees of
$17,370 in 2007 were primarily related to the filing of the Registration
Statement on Form 10-SB filed in 2007. In 2008 we accrued $2,000 for accounting
fees related to this years December 31, 2008 filing. The Miscellaneous fees in
2007 were primarily the result of $3,786 in edgarization costs associated with
the filing of the Registration Statement on Form 10-SB and 8-K.

Interest
expense was $9,167 for the three months ended December 31, 2008, compared to
$9,664 for the three months ended December 31, 2007, a decrease of $497. The
decrease was the result of lower affiliated party debt at December 31, 2008
compared to 2007, resulting in lower interest expense for the three months
ended December 31, 2008.

Six Months Ended December 31, 2008 Compared
to the Six Months Ended December 31, 2007

General and
administrative expenses were $14,194 for the six months ended December 31,
2008, as compared to $102,798 for the six months ended December 31, 2007, a
decrease of $88,604. Accounting and Legal as well as Edgarization expenses for
the six months ended December 31, 2007 were higher primarily as a result of our
filing the Registration Statement on Form 10  SB/A with the Securities and
Exchange Commission.

Listed below
is a summary of these expenses:

|                     |  |      |        |      |   |         | 
|-------------------- |  | ---- | ------ | ---- | - | ------- | 
|                     |  | 2008 |        | 2007 |  
|                     |  |      |        |      |  
|Accounting
 Fees     |  | $    | 4,000  |      | $ | 19,300  | 
|Legal Fees           |  |      | 3,678  |      |   | 71,546  | 
|Management
 Fees     |  |      | 3,000  |      |   | 3,000   | 
|Edgarization
 Costs  |  |      | 1,101  |      |   | 7,871   | 
|Stock
 Transfer Fees |  |      | 966    |      |   | 400     | 
|Miscellaneous        |  |      | 1,449  |      |   | 681     | 
|                     |  |      |        |      |   |         | 
|TOTAL                |  | $    | 14,194 |      | $ | 102,798 | 
|                     |  |      |        |      |   |         | 

Interest
expense was $17,941 for the six months ended December 31, 2008, compared to
$17,421 for the six months ended December 31,2007, a small increase of $520.
The increase was the result of on average a slightly higher affiliated party
debt at December 31, 2008 compared to 2007 resulting in higher interest expense
for the six months ended December 31, 2008.

19

---



Liquidity and Capital Resources

At December
31, 2008, our cash balance was $2,162 and we had a working capital deficit of
$445,278.

The lawsuit
filed in June 1999 by JJFN Holdings against us and our subsidiaries resulted in
a JJFN Judgment against us for $1,100,000 as well as interest computed at the
simple rate of 9% per annum. In November 2004, the former principals of the
Company made a partial payment in the amount of $155,000. In December 2005,
Strategic agreed to convert $1,500,000 of the then $1,638,000 balance owed to
it under the JJFN Judgment into 15,000,000 shares of our Common Stock.

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 six
months ended December 31, 2008, we had negative cash flows from operating
activities of $29,840 compared to negative cash flows of $110,732 for the six
months ended December 31, 2007. We have been dependent upon proceeds of loans
from Strategic to fund continuing activities. For the six months ended December
31, 2008, our loans from Strategic increased by $30,617.

We currently
do not have sufficient cash to meet any of our current or 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 fiscal 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 access
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.

20

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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
December 31, 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.

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 and recent accounting pronouncements are described in Note 4 to our
audited financial statements for the fiscal years ended June 30, 2008 and 2007
on Form 10-KSB filed with the Securities Exchange Commission.

Off-Balance Sheet Arrangements

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

|        |                                                          
|------- | ---------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOURES ABOUT MARKET RISK

The Company
does not have exposure to many market risks, such as potential loss arising
from adverse change in market rates and prices, such as foreign currency
exchange and interest rates. We do not hold any derivatives or other financial
instruments for trading or speculative purposes.

|         |                        
|-------- | -----------------------
|ITEM 4T. | CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Companys
management, with the participation of its principal executive officer and
principal financial officer, evaluated the effectiveness of the Companys
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this report. Based on
this evaluation, the principal executive officer and principal financial
officer concluded that, as of December 31, 2008, the Companys disclosure
controls and procedures were effective, at the reasonable assurance level, to
ensure that (i) information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commissions (SEC) rules and forms and (ii) information required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the Companys management
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

21

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A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objective of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. Because
of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.

Changes in internal controls

Our Certifying
Officers have indicated that there were no significant changes in our internal
controls or other factors that could significantly affect such controls
subsequent to the date of their evaluation, and there were no such control
actions with regard to significant deficiencies and material weaknesses.

Sarbanes  Oxley Act 404 compliance

The Company
anticipates that it will be fully compliant with Section 404 of the
Sarbanes-Oxley Act of 2002 by the required date for smaller reporting companies
and it is in the process of reviewing its internal control systems in order to
be compliant with Section 404 of the Sarbanes-Oxley Act. However, at this time
the Company makes no representation that its systems of internal control comply
with Section 404 of the Sarbanes-Oxley Act.

22

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PART
II. OTHER INFORMATION

|        |                  
|------- | -----------------
|ITEM 1. | LEGAL PROCEEDINGS

None

|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS

You should
carefully consider all the risks described as previously discussed on our June
30, 2008 Form 10-K, which constitute the material risks facing us. If any of
those risks or the following risks actually occur, our business could be
harmed. In connection with our preparation of this quarterly report, management
has reviewed and considered these risk factors and has determined that the
following risk factors should be read in connection with the existing risk
factors disclosed in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2008. Please also refer to the other information about us contained in
this Form 10-Q, including our financial statements and related notes.

Deterioration
of economic conditions could negatively impact our Company.

Our Company
may be adversely affected by changes in domestic and/or international economic
conditions, including changes in inflation, interest or exchange rates,
availability of capital markets and the effects of governmental initiatives to
manage economic conditions.

The recent
disruptions in credit and freeze in the current market, as well as
deterioration of national and global economic conditions could, among other
things:

| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | Impair our
 ability to access additional funds,                                                          
| |   |                                                                                                          
| |  | Make it more
 difficult or costly for us to obtain financing in order to execute our
 business plan,     
| |   |                                                                                                          
| |  | Impair our
 efforts to identify potential investors and business combination opportunities,              
| |   |                                                                                                          
| |  | Significantly
 effect our ability to issue shares or debt securities to complete a business
 combination.

We are unsure
of the duration and severity of this economic crisis. If the crisis persists or
worsens and economic conditions remain weak over a long period, the likelihood
of the crisis will have a significant impact on our Company.

Proposed merger with All American, as filed
on Form Pre 14C 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.

23

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We have not
received the December 31, 2007 audited financial statements from All American
Home Products, LLC. In addition, we have not received the All American
unaudited financial statements together with their outside auditors review for
the quarterly periods ending March 31, 2008, June 30, 2008 or September 30,
2008.

In order for
the merger to be consummated, the company is required to provide current
financial information in its information statement which was filed with the
Securities Exchange Commission on February 14, 2008. In addition, for the
information statement to be declared effective, current financial statements
are required. The September 30, 2008 financial statements, which we have been
promised but not received, will become stale and therefore not be current on
February 12, 2009.

In the event
that the September 30, 2008 financial statements becomes stale, we would then
be required to include their audited financial statements for the year ended
December 31, 2008. These audited financial statements would then have to be
provided to us by All American.

There is no
assurance that we will receive the required information in order to consummate
the merger transaction on a timely basis, or at all.

We are
concerned (based on the repeated failure of All American to provide us with
timely financial information) that even if the merger was consummated, the
required periodic reports can be filed on a timely basis.

If a company
does not comply with the required periodic filings under the Securities Acts,
its stock could be suspended from trading, its registration can be revoked in
addition to other actions can be taken by the regulatory agencies.

As of the date
of this report, we have still not received the financial information required
under the merger agreement with All American. In light of the above, we are
evaluating our rights and obligations under the merger agreement as well as the
viability of the merger itself.

No assurance if the merger is consummated or
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.

24

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An
uncertain and depressed economic environment in the real estate market place.

A significant
portion of All Americans sales are into the real estate market which has been
affected by the recent worldwide economic downturn. This downturn has resulted
in a significant decrease in the sales of their product line. We cannot predict
the timing, strength, or duration of any economic slowdown or subsequent
recovery, worldwide or in the market place served by All American. A material
adverse impact on the business and revenue is likely if the economy or market
place being severed does not improve from their present levels.

All
American is obligated to reimburse us for costs in connection with the proposed
merger. As of December 31 there is no assurance that we will be reimbursed or
that the $244,409 due us will be collectible.

25

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|        |                                                            
|------- | -----------------------------------------------------------
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|        |                                                            
|None    |                                                            
|        |                                                            
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES                            
|        |                                                            
|None    |                                                            
|        |                                                            
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        
|        |                                                            
|None    |                                                            
|        |                                                            
|ITEM 5. | OTHER INFORMATION                                          
|        |                                                            
|None    |                                                            
|        |                                                            
|ITEM 6. | EXHIBITS                                                   

31.1 
Certification of Principal Executive Officer Pursuant to Section 302 of
Sarbanes-Oxley Act of 2002

31.2 
Certification of Principal Financial Officer Pursuant to Section 302 of
Sarbanes-Oxley Act of 2002

32     Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

26

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SIGNATURES

In accordance
with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MONARCH
INVESTMENT PROPERTIES, INC. 
(Registrant)

|      |                                    |  | 
|----- | ---------------------------------- |  | 
|Date: | January 26,
2009                   | 
|      |                                    |  | 
|By:   | /s/ Philip
 Bloom                  | 
|      |                                    | 
|      | PHILIP BLOOM                       | 
|      | Treasurer
 and Chief Financial     | 
|      | Officer
 (Principal Financial and  | 
|      | Accounting
 Officer)               | 
|      |                                    |  | 
|Date: | January 26,
2009                   | 
|      |                                    |  | 
|By:   | /s/ David
 Miller                  | 
|      |                                    | 
|      | DAVID MILLER                       | 
|      | President
 and Director (Principal | 
|      | Executive
 Officer)                | 

27

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