UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITES~~SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~December 3031, 2015

Commission File number 333-172825

~~MONARCHY~~I-WELLNESS ~~VENTURES,~~MARKETING GROUP INC.

(Exact name of registrant as specified in its charter)


Nevada	46-0525633
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D612

Las Vegas, NV 89103

(Address of principal executive offices)

702-318-7545

(Registrant’s telephone number)

Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880 Hidalgo del Parral, Chihuahua, Mexico (Former address, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

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


Large accelerated filer .		Accelerated filer .
Non-accelerated filer . (Do not check if a small reporting company)		Small reporting company X .

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE ~~PROCEDING~~PROCEEDING 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 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . N/A X .

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~November~~February 2526, ~~2015~~2016: 66,937,187

		Page Number
PART 1.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	9
ITEM 4.	Controls and Procedures.	9
PART 11.	OTHER INFORMATION
PART 2.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	10
ITEM 1A.	Risk Factors	10
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
ITEM 3.	Defaults Upon Senior Securities	10
ITEM 4.	Mine Safety Disclosures	10
ITEM 5.	Other Information	1110
ITEM 6.	Exhibits	11

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~MONARCHY~~I-WELLNESS ~~VENTURES,~~MARKETING GROUP INC.

(Formerly Monarchy Ventures Inc.)

CONSOLIDATED BALANCE SHEETS

		September 30, 2015		June 30, 2015
		December 31, 2015		June 30, 2015
		(Unaudited)
ASSETS
Current Assets
Cash or cash equivalents	$	18,~~665~~063	$	20,043
Inventory		4,~~688~~536		5,033
Total current assets		2322,~~353~~599		25,076
Non-current Assets
Deposits		32,~~087~~988		3,315
Property and equipment, net		153,904		176,184
Property and equipment		148,216		176,184
Total non-current assets		~~156~~151,~~991~~204		179,499
TOTAL ASSETS	$	~~180~~173,~~344~~803	$	204,575
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Bank indebtedness	$	1013,~~748~~242	$	16,629
Accounts payable		~~166~~167,~~663~~135		160,745
Accrued liabilities		1,~~848~~788		1,985
Convertible notes payable		~~382~~388,~~117~~660		388,892
Due to related parties		~~462~~449,~~724~~358		493,283
Current portion of deferred lease incentive		1,~~407~~361		1,510
Total current liabilities		1,~~025~~021,~~507~~544		1,063,044
Long Term Liabilities
Deferred lease incentive		87,~~088~~487		9,062
TOTAL LIABILITIES		1,~~033~~029,~~595~~031		1,072,106
STOCKHOLDERS’ DEFICIENCY
Common stock
Common stock 300,000,000 shares authorized, at $0.001 par value; 66,937,845 shares issued and outstanding at December 31, 2015 (56,937,845 at June 30, 2015)		66,938		56,937
300,000,000 shares authorized, at $0.001 par value; 66,937,845 shares issued and outstanding at September 30, 2015 (56,937,845 at June 30, 2015)		66,938		56,937
Additional paid-in capital		76,728		67,018
Additional paid-in capital		70,191		67,018
Accumulated other comprehensive income		85,148		54,982
Accumulated other comprehensive income		75,941		54,982
Accumulated deficit		(1,084,042)		(1,046,468)
Accumulated deficit		(1,066,321)		(1,046,468)
Total stockholders’ deficiency		(855,228)		(867,531)
Total stockholders’ deficiency		(853,251)		(867,531)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	173,803	$	204,575
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	180,344	$	204,575

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

~~MONARCHY~~I-WELLNESS ~~VENTURES,~~MARKETING GROUP INC.

(Formerly Monarchy Ventures Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For the three months ended				For the six months ended
		September 30, 2015		September 30, 2014
		December 31				December 31
REVENUE	$	98,623	$	83,060
		2015		2014		2015		2014
COST OF GOODS SOLD		(65,887)		(58,376)
REVENUE	$	105,608	$	99,186	$	204,337	$	182,695
GROSS MARGIN		32,736		24,684
COST OF GOODS SOLD		(74,696)		(69,565)		(140,695)		(128,253)
EXPENSES
GROSS MARGIN		30,912		29,621		63,642		54,442
Depreciation		10,411		14,264
EXPENSES
General and administrative		23,432		14,607
Depreciation		746		7,521		11,064		15,366
Management wages		6,878		8,266
General and administrative		26,671		17,506		49,013		32,136
Professional fees		3,225		2,273
Management wages		7,867		9,248		14,757		17,545
Rent		8,643		16,186
Professional fees		6,543		4,692		9,768		7,020
TOTAL OPERATING EXPENSES		52,589		55,596
Rent		7,623		9,794		16,615		25,862
NET LOSS FROM OPERATIONS		(19,853)		(30,912)
TOTAL OPERATING EXPENSES		49,450		48,761		101,217		97,929
OTHER COMPREHENSIVE INCOME
NET LOSS		(18,538)		(19,141)		(37,575)		(43,487)
Foreign exchange translation gain		20,959		13,769
OTHER COMPREHENSIVE INCOME
COMPREHENSIVE INCOME (LOSS)	$	1,106	$	(17,143)
Foreign exchange translation gain		9,208		351		30,167		1,713
NET LOSS PER COMMON SHARE
COMPREHENSIVE LOSS	$	(9,330)	$	(18,790)	$	(7,408)	$	(41,774)
Basic and diluted	$	0.000	$	(0.001)
NET LOSS PER COMMON SHARE	$	-	$	-	$	-	$	-
WEIGHTED AVERAGE OUTSTANDING SHARES – Basic and diluted		58,568,280		30,437,843
WEIGHTED AVERAGE OUTSTANDING SHARES – basic and diluted		66,937,845		30,437,843		65,035,671		30,437,843

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

~~MONARCHY~~I-WELLNESS ~~VENTURES,~~MARKETING GROUP INC.

(Formerly Monarchy Ventures Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three months ended
		Six months ended
		September 30, 2015		September 30, 2014
		December 31, 2015		December 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1937,~~853~~575)	$	(3043,~~912~~487)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1011,~~411~~064		1415,~~264~~366
Non-cash interest expense		3,225		-
Professional fees		9,768		-
Amortization of deferred lease incentive		(~~360~~713)		-(565)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		8,201		5,261
Prepaid expenses		-		938
Net cash provided by (used in) operating activities		1,624		(11,387)
Accounts payable and accrued expenses		9,514		8,055
Net cash used in operating activities		(7,941)		(19,693)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment		-		(12,~~287~~751)
Net cash provided by (used in) investing activities		-		(1,287)
Net cash used in investing activities		-		(2,751)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank borrowings (repayments)		(4,849)		(1,104)
Bank borrowings		(1,827)		(195)
Advances for convertible debt		39,~~225~~768		-
Advances from related parties		-		1319,~~777~~970
Net cash provided by (used in) financing activities		(1,624)		12,673
Net cash provided by financing activities		7,941		19,775
Effect of foreign exchange		(1,~~378~~980)		~~(1,112)~~801
Net decrease in cash		(1,~~378~~980)		(12,~~113~~669)
CASH, BEGINNING OF PERIOD		20,043		23,418
CASH, END OF PERIOD	$	18,~~665~~063	$	2221,~~305~~550

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

~~MONARCHY~~I-WELLNESS ~~VENTURES,~~MARKETING GROUP INC.

(Formerly Monarchy Ventures Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~December 3031, 2015

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

The Company, Monarchy Ventures, Inc. (formerly Monarchy Resources, Inc.), was incorporated under the laws of the State of Nevada on June 16, 2010.

On October 20, 2014 the Company completed the acquisition of The Spud Shack Fry Company Ltd. (“Spud Shack”), a restaurant located in British Columbia, Canada.

~~These~~On ~~consolidated~~December ~~financial~~21, ~~statements~~2015, ~~are~~the ~~presented~~Company onentered ~~the~~into ~~basis~~an ~~that~~exclusive marketing agreement and was granted the ~~Company~~exclusive ~~will~~worldwide ~~continue~~marketing asrights to a ~~going~~health ~~concern.~~and ~~The~~fitness ~~going~~application ~~concern~~called ~~concept~~60K ~~contemplates~~which ~~the~~is ~~realization~~currently ofunder ~~assets~~development for iPhone, Android, tablets and ~~satisfaction~~desktop ofcomputers. ~~liabilities~~Pursuant to the exclusive marketing agreement the Company will provide $100,000 in initial financing to complete the ~~normal~~application ~~course~~as well as for marketing the release of ~~business~~a prototype. The Company will retain 30% of all revenue generated by the application.

AtIn ~~September~~January 302016, ~~2015,~~ the Company ~~has~~merged awith ~~working~~its ~~capital~~wholly ~~deficit~~owned subsidiary, ~~stockholders’~~I-Wellness ~~deficit~~Marketing ~~and~~Group ~~operating losses for past two years~~Inc. ~~These~~which ~~circumstances~~is ~~raise~~a ~~substantial~~Nevada ~~doubt~~corporation ~~about~~incorporated during the ~~Company’s~~six ~~ability~~months toended ~~continue~~December as31, ~~a going concern~~2015.

~~While~~In ~~the~~February ~~Company~~9, ~~is attempting to generate sufficient revenues~~2016, the Company’s ~~cash~~changed position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its ~~business~~name ~~plan~~from ~~and~~Monarchy ~~generate~~Ventures ~~sufficient revenues provide the opportunity for the Company to continue as a going concern~~Inc. ~~While the Company believes in the viability of its strategy~~ to ~~increase~~I-Wellness ~~revenues~~Marketing ~~and~~Group ~~in its ability to raise additional funds, there can be no assurances to that effect~~Inc. ~~The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.~~

~~These~~While ~~consolidated~~the ~~financial~~Company ~~statements~~is doattempting to generate sufficient revenues, the Company’s cash position may not ~~include~~be ~~any~~enough ~~adjustments~~to support the Company’s daily operations. Management intends to raise additional funds by way of increasing revenue, and a public or private offering. Management believes that ~~might~~the beactions ~~necessary~~presently ifbeing taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company isto ~~unable~~continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the ~~Transition Report on~~ Form 10-K of the Company for the 8period ~~months~~ ended June 30, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. ~~Included~~ ~~in the statements is convertible debt of $161,599 and interest of $10,204 which the lender is demanding repayment but the Company is disputing.~~ Operating results for the ~~three~~six months ended ~~September~~December 3031, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for ~~the~~period ~~8 months~~ ended June 30, 2015 included in the Company’s transition report on Form 10-KTK.

2. RELATED PARTIES

As of ~~September~~December 3031, 2015, amounts of $~~462~~449,~~724~~358 were owing to related parties (June 30, 2015: $493,283). These amounts are unsecured, and have no fixed interest or repayment terms.

During the ~~three~~six months ended ~~September~~December 3031, 2015 and 2014, $614,~~878~~757 and $817,~~266~~545, respectively, was incurred as remuneration to a shareholder of the Company who serves as the manager of the restaurant operation.

3. PROPERTY AND EQUIPMENT

September 30, 2015	Cost	Accumulated Depreciation	Net Book Value September 30, 2015
December 31, 2015	Cost	Accumulated Depreciation	Net Book Value December 31, 2015
Computer equipment	$ 5,~~262~~092	$ 4,~~456~~436	$ ~~806~~656
Furniture and fixtures	8986,~~320~~436	4142,~~806~~876	4743,~~514~~560
Leasehold improvements	~~148~~143,~~175~~392	4239,~~591~~392	~~105~~104,~~584~~000
	$ 242,757	$ 88,853	$ 153,904
	$ 234,920	$ 86,704	$ 148,216
June 30, 2015	Cost	Accumulated Depreciation	Net Book Value June 30, 2015
Computer equipment	$ 5,650	$ 4,646	$ 1,004
Furniture and fixtures	95,912	42,206	53,706
Leasehold improvements	159,110	37,636	121,474
	$ 260,672	$ 84,488	$ 176,184

June 30, 2015	Cost	Accumulated Depreciation	Net Book Value June 30, 2015
Computer equipment	$ 5,650	$ 4,646	$ 1,004
Furniture and fixtures	95,912	42,206	53,706
Leasehold improvements	159,110	37,636	121,474
	$ 260,672	$ 84,488	$ 176,184

4. LEASE INCENTIVE

In February 2013, the Company received CAD $18,840 from the landlord for tenant improvement reimbursements which has been recorded as a lease incentive. It has been amortized on a straight line basis over the lease term of 10 years. Each year’s portion of the lease incentive has been offset against the rent expense.

5. COMMITMENT

The ~~Company is committed until May 31, 2022 for payments totaling CAD$219,486 for premises under lease. The~~ minimum lease payments over the next five years are as follows:


2016	CAD$ 23,550
2017	47,100
2018	47,100
2019	50,868
2020	50,868
	CAD$ 219,486

6. ~~CAPITAL~~CONVERTIBLE ~~STOCK~~PROMISSORY NOTES

InAs ~~September~~at December 31, 2015, the Company ~~issued~~has 10$388,~~000~~660 (June 30,~~000~~ ~~shares~~2015 - $388,892) in ~~satisfaction~~convertible ofpromissory notes that are due on demand, bear interest at 5% and are unsecured. $1075,000 inof ~~debt~~these promissory notes are convertible at $0.01, while the remaining are convertible at $0.001.

7During the six months ended December 31, 2015, $9,768 of convertible notes issued were issued with beneficial conversion features with intrinsic values in excess of the principal balance. ~~CONVERTIBLE~~As ~~PROMISSORY~~a ~~NOTES~~result, the Company recorded a debt discount of $9,768. In addition, as these promissory notes are payable on demand, the debt discounts were fully amortized to interest expense during the period.

AsDuring ~~at September 30, 2015,~~ the ~~Company~~six ~~has~~months ~~$382,117~~ended ~~(June~~December 3031, 2015 ~~- $388~~,~~892)~~ ~~in convertible promissory notes that are due on demand, bear interest at 5% and are unsecured.~~ $7510,000 ofwas ~~these promissory notes are convertible at $0.01, while the remaining $307,117 are convertible at $0.001. If the balance outstanding were~~ converted into ~~common shares~~$10, ~~the amount of shares to be issued would be 314~~000,~~617,~~000 common shares.

~~During the period ended September 30, 2015, $3,225 of convertible notes were issued which had beneficial conversion features with intrinsic values in excess of the principal balance~~7. AsSUBSEQUENT ~~a result, the Company recorded debt discounts of $3,225. In addition, as these promissory notes are payable on demand, the debt discounts were fully amortized to interest expense during the period.~~EVENT

~~During~~On ~~the~~February ~~period ended September 30~~26, ~~2015~~2016, ~~$10,000~~the ofCompany ~~debt~~received ~~was~~CAD ~~converted into~~ $101,~~000,000~~846 ~~common~~in ~~shares~~convertible debt financing.

8. SUBSEQUENT EVENTS

On October 30, 2015, the Company received $5,733 in convertible debt financing.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of ~~Monarchy~~I-Wellness ~~Ventures,~~Marketing Group Inc. (“~~Monarchy~~I-Wellness” or the “Company”) and the notes which form an integral part of the consolidated financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

We have a limited operating history and have not yet generated or realized any profits from our activities. We have commenced mining operation in Mexico through our investment in New World Metals SAPI but we have yet to undertake any exploration activity on our Philippine property, La Carlota. Our restaurant operation is likewise relatively new and has yet to generate any profits.

As of ~~September~~December 3031, 2015, we had a working capital deficit of $1998,~~002~~945,~~154~~ ~~which~~an ~~is only slight~~ improvement over the working capital deficit of $1,037,967 at June 30, 2015. This improvement resulted primarily afrom ~~reduction in bank indebtedness, dues to related parties, and accounts payable as well as~~ fluctuations in the USD/CAD exchange rate. We also settled a portion of ~~the~~ convertible debt by converting the debt to shares.

For the 36 months ending ~~September~~December 3031, 2015 we had a net loss from operations of $1937,~~853~~574 compared to a net loss of $3043,~~912~~486 from operations for the 36 months ending ~~September~~December 3031, 2014. This improvement resulted from increased sales and ana ~~overall~~ reduction inof some operating expenses. Our comprehensive income for the 36 months ending ~~September~~December 3031, 2015 was a net profit of $130,~~106~~167 as a result of foreign exchange translation gains.

Foreign Currency and Exchange Rates

Our Company has assets in Mexico and Canada and, when applicable, will pay expenses in the local currency. Any currency fluctuation in an adverse way will increase our costs and affect our ability to generate profits from our activities.

Requirements for Cash over the next twelve months

Despite the commitment of our director to advance us funds over the next twelve months, our future financial success will be dependent on our ability to obtain third party debt or equity financing and ultimately on the ability of the restaurant in Canada to generate profits. As of the date of this Form 10-Q, we have not generated sufficient revenues, and have experienced negative cash flow from operations. We may not be able to secure other sources of financing or any available sources may not be on favourable terms.

Critical Accounting Policies and Estimates

In presenting our financial statements in conformity with U.S. generally accepting accounting principals, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the consolidated financial statements contained in this quarterly report on Form 10-Q.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

Our principal executive officer, who is also our principal financial officer, has evaluated the Company’s disclosure controls and procedures as of ~~September~~December 3031, 2015. Based on this evaluation, we have concluded that because of the material weakness in our internal control over financial reporting discussed below, the disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness discussed below, our management has concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Management’s annual report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Company’s internal control over financial reporting is a process affected by the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

In designing and evaluating our internal controls and procedures, our management recognized that internal controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the internal controls and procedures are met.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission’s 2013 Internal Control—Integrated Framework. Based on its assessment, management identified deficiencies in both the design and operating effectiveness of the Company’s internal control over financial reporting, which when aggregated, represent a material weakness in internal control. The most significant of these are: (1) lack of segregation of duties; (2) lack of accounting expertise; and (3) lack of timely closing of books; (4) inability to get accounting information and schedules to our auditors in a timely manner.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission’s 2013 Internal Control—Integrated Framework. Based on its assessment, management identified deficiencies in both the design and operating effectiveness of the Company’s internal control over financial reporting, which when aggregated, represent a material weakness in internal control. The most significant of these are: (1) lack of segregation of duties; (2) lack of accounting expertise; and (3) lack of timely closing of books; (4) inability to get accounting information and schedules to our auditors in a timely manner.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified above result from insufficient qualified personnel in our finance department. This results in an inability to provide effective oversight and review of financial transactions with regard to accumulating and compiling financial data in the preparation of financial statements. The lack of sufficient personnel also results in a lack of segregation of duties and the accounting technical expertise necessary for an effective system of internal control. As soon as our finances allow, we plan on hiring additional finance staff and, where necessary, utilizing competent outside consultants to provide a layer of review and technical expertise that is currently lacking in our internal controls over financial reporting.

As a result of these material weaknesses, management concluded that the Company did not maintain effective control over financial reporting as of ~~September~~December 3031, 2015.

PART II2 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 7, 2015, we received a letter from an attorney demanding repayment of $171,803 of principal and accrued interest on funds allegedly advanced to the company by his client. Although this historical debt was recorded on our consolidated financial statements and confirmed by our auditors, there are some discrepancies in the documents provided by the attorney in support of the demand for repayment. We have requested further evidence of the advances so that we can make a determination as to the validity of the debt and what terms and conditions may apply. As of the date of this report, we have not received a response.

ITEM 1A. RISK FACTORS

Not required for a smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In ~~September~~December 2015, the Company issued 10,000,000 shares in satisfaction of $10,000 in debt.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

The Securities and Exchange Commission (SEC) approved amendments to its rules on December 21, 2011 to implement the mine safety disclosure requirements contained in Section 1503 of the Dodd-Frank Act. Section 1503 requires SEC registrants that are operators of coal or other mines to include in their periodic and current reports disclosures regarding certain safety violations, orders and regulatory actions. Based on Item 104 of Regulation S-K the Company is able to report the following for the time period covered by the report:

10•

no violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Federal Mine Safety and Health Act of 1977 (Mine Safety Act) for which the operator received a citation from the Mine Safety and Health Administration (MSHA);

·•

no orders issued under Section 104(b) of the Mine Safety Act;

·•

no citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Safety Act;

·•

no flagrant violations under Section 110(b)(2) of the Mine Safety Act;

·•

no imminent danger orders issued under Section 107(a) of the Mine Safety Act; and

·•

no proposed assessments (regardless of whether the assessment is being challenged or appealed) from the MSHA under the Mine Safety Act.

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS


The following exhibits are included as part of this report:

3		Corporate Charter*

3(i)		Articles of Incorporation*

3(ii)		By-laws*

10.1		Transfer Agent and Registrar Agreement*

10.2		Share Exchange Agreement dated May 14, 2013 (incorporated by reference to the Form 8 filed on May 14, 2013.

10.3		Share Exchange Agreement dated July 9, 2013 (incorporated by reference to the Form 8 filed on July 9, 2013)

31		Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Incorporated by reference to our Registration Statement on Form S-1 filed on March 15, 2011

SIGNATURES

Pursuant to the requirements 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.

	MONARCHY VENTURES INC.
	I-WELLNESS MARKETING GROUP INC.
Date: November 26, 2015	/s/ Timothy Ferguson
Date: March 17, 2016	/s/ Timothy Ferguson
	Timothy Ferguson Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

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