SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____________to ______________

Commission file number 000-52715

GRAND MONARCH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-8023849
State 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 o
Non-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

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


		Page
		Number

Independent Auditor's Report		1

Financial Statements:

	Balance Sheets	2

	Statements of Income and Retained Earnings	3

	Statement of Changes in Stockholders' Equity	4

	Statements of Cash Flows	5

	Notes to Financial Statements	6

Grand Monarch Holdings, Inc.

Balance Sheets

December 31, 2008 and 2007

	2008			2007
Assets
Current assets

Cash and cash equivalents	$	81		$	81

Total current assets		81			81


Total assets	$	81		$	81

Liabilities and Stockholders' Equity

Total liabilities	$	-		$	-

Stockholders' equity
Common stock; par value $.001; 35,000,000 shares authorized;
100,000 shares issued and outstanding		100			100
Additional paid-in capital		-			-
Retained earnings		(19	)		(19	)
Total stockholders' equity		81			81
Total liabilities and stockholders' equity	$	81		$	81

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

Grand Monarch Holdings, Inc.

Statement of Income

For the Years Ended December 31, 2008 and 2007

	2008			2007

Revenues	$	-		$	-

Operating and administrative expenses		-			19

Income 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.

Grand Monarch Holdings, Inc.

Statement of Changes in Stockholders' Deficit

For the Years Ended December 31, 2008 and 2007

					Additional
	Common Stock				Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2006		100,000	$	100	$	-	$	-		$	100

Net income (loss)		-		-		-		(19	)		(19	)

Balance, December 31, 2007		100,000		100		-		(19	)		81

Net income (loss)		-		-		-		-			-

Balance, December 31, 2008		100,000	$	100	$	-	$	(19	)	$	81

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

Grand Monarch Holdings, Inc.

Statement of Cash Flows

For the Years Ended December 31, 2008 and 2007


	2008		2007

Cash Flows Provided From Operating Activities
Net income	$	-	$	(19	)
Adjustments to reconcile net income to net cash
provided (used) by operating activities:		-		-
Net cash provided (used) by operating activities		-		(19	)

Cash Flows Provided From Investing Activities		-		-

Cash Flows Used By Financing Activities
Net proceeds from stock issuance		-		100
Net cash provided by financing activities		-		100

Net increase (decrease) in cash and cash equivalents		-		81

Cash and cash equivalents, beginning of year		81		-

Cash and cash equivalents, end of year	$	81	$	81

Supplemental disclosure
Interest paid during the period	$	-	$	-

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

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.

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.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number		Description

3.1		Certificate of Incorporation
3.2		Bylaws
31		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		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 Villarreal
	David Villarreal
	Chief Executive Officer and Chief Financial Officer

Grand Monarch Holdings, Inc. 10-K/A