UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 2


TO


FORM
10-K




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2008




or





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________to
  ______________




Commission
file number   000-52715





GRAND
MONARCH HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)




Delaware
            20-8023849State or other jurisdiction of
              Incorporation or organization
            (I.R.S. Employer
              Identification No.)





210
South Orange Grove Blvd.,  Pasadena, California 91105


(Address
of principal executive offices) (Zip Code)




Registrant’s
telephone number, including area code (866) 350-4450





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
            Name
      of each exchange on which registered




Securities
registered pursuant to section 12(g) of the Act:





Common
Stock, $0.001 par value per share





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


 ̈  
Yes          x   No





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









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





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


x
Yes       ̈ No





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





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




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





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


x
Yes      o No





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





Note. —If a determination as
to whether a particular person or entity is an affiliate cannot be made without
involving unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions
are set forth in this Form.





The
aggregate market value of the issuer’s voting and non-voting common equity held
as of March 18, 2009 by non-affiliates of the issuer was approximately $0. As of
March  18, 2009, there were 100,000 shares of common stock
outstanding.




APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    ̈ Yes   
       ̈ No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.





As of
March 18, 2009, there are presently 100,000 shares of common stock, par value
$0.001 issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE









EXPLANATORY
NOTE




Grand
Monarch Holdings, Inc. (the "Company") is filing this Amendment No. 2 (this
"Amendment No. 2") to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (the "2008 10-K"), which was originally filed on March 19,
2009, to address comments from the staff (the "Staff") of the Securities and
Exchange Commission in connection with the Staff's regular periodic review of
the Company's filings. As a result of comments received from the Staff, the
Company (a) revised its audit report signed by its auditors, (b) included a
statement of changes in stockholders equity for the fiscal year ended December
31, 2008, (c) revised its other financial statements accordingly, including the
stockholders equity, and (d) revised its Section 302 Certifications. These
revisions were incorporated in Amendment No. 1 to the 2008 10-K filed on
December 18, 2009 ("Amendment No. 1"). In response to additional comments from
the Staff, this Amendment No. 2 is being filed solely to include the Notes to
our financial statements.  Pursuant to Rule 12b-15 under the
Securities and Exchange Act of 1934, as a result of this amended report, the
certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act
of 2002, filed and furnished, respectively, as exhibits to the Form 10-K have
been re-executed and re-filed as of the date of this amended report and are
included as exhibits hereto.




Except as
discussed above, the Company has not modified or updated disclosures presented
in the 2008 10-K (as amended by Amendment No. 1) in this Amendment No. 2, except
as required to reflect the items discussed above. Accordingly, this Amendment
No. 2 does not reflect events occurring after the filing of the 2008 10-K, as
previously amended, or modify or update those disclosures affected by subsequent
events or discoveries and information contained in the 2008 10-K and not
affected by these revisions are unchanged. Events occurring after the filing of
the 2008 10-K or other disclosures necessary to reflect subsequent events have
been or will be addressed in the Company's reports filed subsequent to the 2008
10-K.




This
Amendment No. 2 should be read in conjunction with the Company's filings made
with the Securities and Exchange Commission subsequent to the filing of the 2008
10-K, including any amendments to those filings.









REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors


Grand
Monarch Holdings, Inc.





We have
audited the accompanying balance sheets of Grand Monarch Holdings, Inc. (a
Delaware corporation) as of December 31, 2008 and 2007, and the related
statements of income, changes in stockholders’ equity, and cash flows for the
years then ended.  These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Grand Monarch Holdings, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no operations, significant assets or cash flows
since inception that raise substantial doubt about its ability to continue as a
going concern. Management’s plans regarding these matters are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.








/s/ PS
STEPHENSON & CO., PC





Wharton,
Texas


March 16,
2009




1




Grand
      Monarch Holdings, Inc.Index
      to Financial StatementsDecember
      31, 2008 and 2007PageNumberIndependent
      Auditor's Report
            
            
            1Financial
      Statements:Balance
      Sheets
            
            
            2Statements
      of Income and Retained Earnings
            
            
            3Statement
      of Changes in Stockholders' Equity
            
            
            4Statements
      of Cash Flows
            
            
            5Notes
      to Financial Statements
            
            
            6




i




Grand
      Monarch Holdings, Inc.Balance
      SheetsDecember
      31, 2008 and 2007




2008
            
            
            2007AssetsCurrent
      assetsCash
      and cash equivalents
            
            $
            81
            
            
            $
            81Total
      current assets
            
            
            81
            
            
            
            81Total
      assets
            
            $
            81
            
            
            $
            81Liabilities
      and Stockholders' EquityTotal
      liabilities
            
            $
            -
            
            
            $
            -Stockholders'
      equityCommon
      stock; par value $.001; 35,000,000 shares authorized;100,000
      shares issued and outstanding
            
            
            100
            
            
            
            100Additional
      paid-in capital
            
            
            -
            
            
            
            -Retained
      earnings
            
            
            (19
            )
            
            
            (19
            )Total
      stockholders' equity
            
            
            81
            
            
            
            81Total
      liabilities and stockholders' equity
            
            $
            81
            
            
            $
            81




The
      accompanying notes are an integral part of these financial
      statements.









Grand
      Monarch Holdings, Inc.Statement
      of IncomeFor
      the Years Ended December 31, 2008 and
2007




2008
            
            
            2007Revenues
            
            $
            -
            
            
            $
            -Operating
      and administrative expenses
            
            
            -
            
            
            
            19Income
      from operations
            
            
            -
            
            
            
            (19
            )Other
      income (expense)
            
            
            -
            
            
            
            -Net
      income
            
            $
            -
            
            
            $
            (19
            )Basic
      and diluted earnings per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average shares outstanding
            
            
            100,000
            
            
            
            79,167




The
      accompanying notes are an integral part of these financial
      statements.




2




Grand
      Monarch Holdings, Inc.Statement
      of Changes in Stockholders' DeficitFor
      the Years Ended December 31, 2008 and
2007




AdditionalCommon
      Stock
            
            
            Paid
      In
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalBalance,
      December 31, 2006
            
            
            100,000
            
            
            $
            100
            
            
            $
            -
            
            
            $
            -
            
            
            $
            100Net
      income (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (19
            )
            
            
            (19
            )Balance,
      December 31, 2007
            
            
            100,000
            
            
            
            100
            
            
            
            -
            
            
            
            (19
            )
            
            
            81Net
      income (loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      December 31, 2008
            
            
            100,000
            
            
            $
            100
            
            
            $
            -
            
            
            $
            (19
            )
            
            $
            81




The
      accompanying notes are an integral part of these financial
      statements.




3




Grand
      Monarch Holdings, Inc.Statement
      of Cash FlowsFor
      the Years Ended December 31, 2008 and
2007




2008
            
            
            2007Cash
      Flows Provided From Operating ActivitiesNet
      income
            
            $
            -
            
            
            $
            (19
            )Adjustments
      to reconcile net income to net cashprovided
      (used) by operating activities:
            
            
            -
            
            
            
            -Net
      cash provided (used) by operating activities
            
            
            -
            
            
            
            (19
            )Cash
      Flows Provided From Investing Activities
            
            
            -
            
            
            
            -Cash
      Flows Used By Financing ActivitiesNet
      proceeds from stock issuance
            
            
            -
            
            
            
            100Net
      cash provided by financing activities
            
            
            -
            
            
            
            100Net
      increase (decrease) in cash and cash equivalents
            
            
            -
            
            
            
            81Cash
      and cash equivalents, beginning of year
            
            
            81
            
            
            
            -Cash
      and cash equivalents, end of year
            
            $
            81
            
            
            $
            81Supplemental
      disclosureInterest
      paid during the period
            
            $
            -
            
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements.




4




Grand
Monarch Holdings, Inc.


Notes
to Financial Statements


December
31, 2008 and 2007





1.
            Description
      of the Company and Summary of Significant Accounting
    Policies





Description
of the Company


Grand
Monarch Holdings, Inc., a Delaware corporation, was formed on December 18,
2006.  The Company is currently seeking registration of its common
stock in accordance with the Securities Exchange Act of 1934.  The
Company currently has no operations or significant cash flows.





Basis
of Accounting


The
Company’s policy is to prepare its financial statements on the accrual basis of
accounting in accordance with generally accepted accounting principles. Revenues
are recognized when earned.  Expenses are recognized in the period in
which they are incurred.





Cash
and Cash Equivalents


For
purposes of the statements of cash flows, the Company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.  Cash and cash equivalents are stated at cost which
approximates fair market value.





Stock-Based
Compensation Plans


The
Company currently does not have any stock-based compensation plans.





Income
Taxes


The
Company recognizes income tax expense based on the liability method of
accounting for income taxes.  Deferred tax assets and liabilities are
recognized for the income tax effect of temporary differences between the tax
basis of assets and liabilities and their carrying values for financial
reporting purposes.  Deferred tax expense or benefit is the result of
changes in deferred tax assets and liabilities during the period.





Earnings
(Loss) Per Share


The
Company reports both basic earnings per share, which is based on the weighted
average number of common shares outstanding, and diluted earnings per share,
which is based on the weighted average number of common shares as well as all
potentially dilutive common shares outstanding.  For the year ended
December 31, 2008 and 2007, the Company did not have potentially dilutive shares
issued or outstanding.





Use
of Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.  Management believes that the estimates are
reasonable.





2.
            Going
      Concern





The
accompanying financial statements have been prepared on a going-concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  Currently, the Company has no
operations, significant assets or cash flows. The Company’s continuation as a
going concern is dependent on major shareholder funding and/or the Company
entering into any share exchange agreement with a company whose has sufficient
resources.




5




Grand
Monarch Holdings, Inc.
 Notes
to Financial Statements
 December
31, 2008 and 2007




3.
            Common
      Stock





The
Company is authorized to issue up to 35,000,000 shares of its common stock, par
value $0.001 per share.  On March 13, 2007, the Company issued 100,000
common shares to Belmont Partners, LLC at $0.001 per share, or
$100.





On or
around January 31, 2008, the company entered into a Common Stock Purchase
Agreement (the “Agreement”) with Ballantyne Acquisition Corp. and Belmont
Partners, LLC, whereby Belmont Partners, LLC, as sole shareholder, would sell
100,000 shares of common stock of the Company for $14,000.  Concurrent
with the Agreement, the sole Director, President and Secretary, who is also the
managing partner of Belmont Partners, LLC, resigned as Director, President and
Secretary of the Company, and Ted Ballantyne was appointed as Director,
President and Secretary of the Company.  The closing of the Agreement
occurred on or around February 4, 2008.





At
December 31, 2008 and 2007, the Company had 100,000 shares of common stock
issued and outstanding.




6




PART
IV




Item
15. Exhibits, Financial Statement Schedules.




Exhibit Number
            
            Description3.1
            
            Certificate
      of Incorporation3.2
            
            Bylaws31
            
            Certification
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232
            
            Certification  pursuant
      to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*





* The
Exhibit attached to this Form 10-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to liability under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.




SIGNATURES




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








GRAND
      MONARCH HOLDINGS, INC.Date:
      January 4, 2010/s/
      David VillarrealDavid
      VillarrealChief
      Executive Officer and Chief Financial Officer