UNITED STATESSECURITIES ~~STATES~~AND EXCHANGE COMMISSIONWashington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~_________________

Washington, D. C. 20549

FORM 10-K

~~(Mark One)~~ _________________

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

For the fiscal year ended : June 30, ~~2011~~2012_

ORor

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

For the transition period from: ~~__________________~~____ to ~~__________________________ Commission file number: 00-52754~~ _

~~MONARCH INVESTMENT PROPERTIES, INC. (Exact name of registrant as specified in its charter)~~_________________

Nevada		84-1251553
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

MONARCH INVESTMENT PROPERTIES, INC.

1801 NorthMilitaryTrail, Suite 203, Boca Raton, FL		33431
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

~~Registrant’s telephone number, including area code (561) 391-6117~~_________________

N/A (Former name, former address and former fiscal year, if changed since last report)

Neveda	00-52754	84-1251553
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

Securities registered pursuant to Section 12(b) of the Act:
Title of Class		Name of each exchange on which registered
None		None

1801 North Military Trail, Suite 204 Boca Raton, FL
(Address of Principal Executive Offices) (Zip Code)

~~Securities registered pursuant to Section 12~~(g561) of391-6117(Registrant’s telephone ~~the~~number, ~~Act:~~including ~~common~~area ~~stock $.001 par value (Title of class~~code)

~~Indicate~~Securities registered bypursuant ~~check~~to ~~mark~~Section if12(b) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act.:

oTitle of ~~Yes~~each xclassName Noof each exchange on which registered

~~Indicate~~Securities registered ~~by check mark if the registrant is not required to file reports~~ pursuant to Section ~~13 or Section 15~~12(dg) of the Act.:

oTitle of ~~Yes~~each ~~x No~~class

~~Indicate~~NoneName ~~by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)~~ of ~~the~~each ~~Securities~~exchange ~~Exchange~~on ~~Act~~which ~~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.~~registered

xNone ~~Yes o No~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)._________________

oIndicate by ~~Yes~~check omark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)~~ is not ~~contained~~required ~~herein,~~to ~~and~~file ~~will~~reports ~~not~~pursuant ~~be contained,~~ to ~~the~~Section ~~best~~13 ~~of the registrant’s knowledge, in definitive proxy~~ or Section 15(d) ~~information statements incorporated by reference in Part III~~ of ~~this~~the ~~Form 10-K or any amendment to this Form 10-K~~Act. Yes o No þ

xIndicate 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. Yes þ No o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate Web site, aif ~~non~~any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer,~~(§229.405 of this chapter) during the preceding 12 months (or afor ~~smaller~~such ~~reporting~~shorter ~~company:~~period that the registrant was required to submit and post such files). Yes o No o

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark oif ~~Accelerated~~disclosure ~~filer~~of odelinquent ~~Non~~filers pursuant to Item 405 of Regulation S-~~accelerated~~K ~~filer~~(§229.405 of othis ~~Smaller~~chapter) ~~reporting~~is ~~company~~not xcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No þ

Indicate by check mark whether the registrant is a ~~shell~~large ~~company~~accelerated ~~(as~~filer, ~~defined~~an inaccelerated ~~Rule~~filer, a ~~12b~~non-2accelerated offiler, ~~the~~or ~~Exchange~~a ~~Act)~~smaller reporting company.

xLarge ~~Yes~~accelerated filer o No Accelerated filer o Non-accelerated filer o Smaller reporting company þ

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark whether ~~by reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was last sold, or the average bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most recently completed second fiscal quarter~~Act). ~~As of December 31, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $0.~~ Yes þ No o

~~Indicate~~ State the ~~number~~aggregate market value of ~~shares~~the ~~outstanding~~voting ofand ~~each~~non-voting ofcommon equity held by non-affiliates computed by reference to the ~~registrant’s~~price ~~classes~~at which the common equity was last sold, or the average bid and asked price of such common ~~stock~~equity, as of the ~~latest~~last ~~practicable~~business day ~~date.~~of ~~16,168,733~~the ~~shares~~registrant’s ~~issued~~most ~~and~~recently ~~outstanding~~completed onsecond ~~September12,~~fiscal ~~2011~~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 the Form.

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 o No þ

(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. 16,168,733 shares issued and outstanding on September 28, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed ~~document~~documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

TABLE OF CONTENTS

		Page No.
Part I
Item 1.	Business.	3
Item 1A.	Risk Factors.	64
Item 1B.	Unresolved Staff Comments.	85
Item 2.	Properties.	85
Item 3.	Legal Proceedings.	85
Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosure.	95
Part II
Item 5.	Market for Registrant’'s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	96
Item 6.	Selected Financial Data.	96
Item 7.	Management’'s Discussion and Analysis of Financial Condition and Results of Operation.	96
Item 7A.	Quantative and Qualitative Disclosures About Market Risk.	129
Item 8.	Financial Statements and Supplementary Data.	139
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	139
Item 9A.	Controls and Procedures.	139
Item 9B.	Other Information.	1410
Part II
Item 10.	Directors, Executive Officers and Corporate Governance.	1410
Item 11.	Executive Compensation.	1611
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1711
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	1711
Item 14.	Principal Accountant Fees and Services.	1812
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	1913
	Signatures	14

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include our status as a shell company as well as other risks including, but are not limited to:

●• our lack of an operating business and dependence on a related party to pay our operating expenses, ● our inability to close a reverse merger or other business combination with an operating entity, ● our need for additional capital, ● our auditors have expressed doubt about our ability to continue as a going concern, ● conflicts of interest which may impact our officers and directors, ● potential dilution to our stockholders, ● control by our management, ● risks associated with dependence on a single business unit, and ● the lack of liquidity of an investment in our common stock.

•

our inability to close a reverse merger or other business combination with an operating entity,

•

our need for additional capital,

•

our auditors have expressed doubt about our ability to continue as a going concern,

•

conflicts of interest which may impact our officers and directors,

•

potential dilution to our stockholders,

•

control by our management,

•

risks associated with dependence on a single business unit, and

•

the lack of liquidity of an investment in our common stock.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Item 1A. - Risk Factors appear in this report. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms the “Company,” “ "we,”" “"us,”" “"ours,”" and similar terms refers to Monarch Investment Properties, Inc., a Nevada corporation.

When used in this report, “fiscal ~~2010~~2011” means the fiscal year ended June 30, ~~2010~~2011 and “fiscal ~~2011~~2012” means the fiscal year ending June 30, ~~2011~~2012.

PART I

ITEM 1. BUSINESS.

We do not have any business or operations and are considered a “"shell”" company under Federal securities laws. We are actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages our company may offer. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our stockholders because it will not permit us to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

3The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. David Miller, our President, who will be the key person in the search, review and negotiation with potential acquisition or merger candidates. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of Mr. Miller, our other officers, our legal counsel or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as:

~~The~~• ~~analysis of new business opportunities will be undertaken by, or under~~ the ~~supervision~~available oftechnical, ~~Mr.~~financial ~~David Miller, our President, who will be the key person in the search, review~~ and ~~negotiation~~managerial with potential acquisition or merger candidates. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of Mr. Miller, our other officers, our legal counsel or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as:resources;

●• ~~the available technical, financial and managerial resources; ●~~ working capital and other financial requirements; ● history of operations, if any; ● prospects for the future; ● nature of present and expected competition; ● the quality and experience of management services which may be available and the depth of that management; ● the potential for further research, development, or exploration; ● specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; ● the potential for growth or expansion; ● the potential for profit; ● the perceived public recognition of acceptance of products, services, or trades; name identification; and ● other relevant factors.

We• ~~will~~history ~~not acquire or merge with any company for which audited financial statements cannot be obtained within the time period prescribed by applicable rules~~ of ~~the~~operations, ~~United~~if States Securities and Exchange Commission (SEC) which is presently four business days from the closing date of the transaction. This requirement for readily available audited financial statement may require us to preclude a transaction with a potential candidate which might otherwise be beneficial to our stockholders.any;

We• ~~will~~prospects ~~not restrict our search~~ for any specific kind of company, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.future;

In• ~~implementing~~nature a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of ~~an existing business. On the consummation of a transaction, it is probable that our~~ present ~~management~~ and ~~stockholders~~expected will no longer be in control of our company. In addition, our existing directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders.competition;

We• ~~anticipate~~the ~~that~~quality ~~any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal~~ and ~~state~~experience ~~securities laws. In some circumstances, however, as a negotiated element~~ of amanagement ~~transaction,~~services wewhich may ~~agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can~~ be noavailable ~~assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition~~ and we are no longer considered a “shell” company. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the ~~value~~depth of ~~our~~that ~~securities in the future, if such a market develops, of which there is no assurance.~~management;

~~History~~• the potential for further research, development, or exploration;

We• ~~were~~specific ~~organized~~risk ~~under~~factors ~~the~~not ~~laws~~now offoreseeable ~~the~~but ~~State~~which ofthen ~~Nevada~~may ~~under~~be ~~the~~anticipated name Comstock Tailings Company on May 13, 1988 for the purpose of engaging in the acquisition and development of minerals, metals and other natural resource products and the related operations applicable to ~~such~~impact activities. On or about March 31, 1997, we consummated a merger with Iron Holdings Corp. (“Old Iron”), a New York corporation, including its wholly-owned subsidiary company, Iron Eagle Contracting & Mechanical, Inc. (“IECM”) and changed our ~~name~~proposed to Iron Holdings Corp. (“Iron Holdings”). IECM was a construction contractor engaged in pipe work, including gas and water mains, as well as steel installation, primarily for city and state infrastructure construction. IECM commenced operations in January 1996 and spent most of fiscal year 1996 bidding on potential jobs. IECM ceased operations shortly thereafter due to its incurring significant losses from operations.activities;

4• the potential for growth or expansion;

On• ~~June~~the ~~29,~~potential ~~1998,~~for ~~we changed our name to Monarch Investment Properties, Inc.~~profit;

~~From~~• ~~1994 to February 1999, we filed reports with~~ the ~~SEC~~perceived ~~pursuant~~public torecognition ~~Section 12(g)~~ of ~~the~~acceptance ~~Securities Exchange Act~~ of ~~1934 (the “Exchange Act”). On February 11~~products, ~~1999~~services, weor ~~filed~~trades; aname ~~Form~~identification; 15 terminating the registration of our securities under Section 12 of the Exchange Act.On August 7, 2007, the Company filed Form 10 on a voluntary basis to provide current public information to the investment community. Accordingly, the Company again became a reporting company.and

~~Change~~• ofother ~~Control~~relevant factors.

~~During~~We ~~1997,~~will wenot ~~defaulted~~acquire onor merge ~~payment~~with ofany acompany ~~promissory~~for ~~note~~which inaudited ~~the~~financial ~~principal~~statements ~~amount~~cannot ofbe ~~$1,100,000~~obtained ~~representing~~within athe ~~loan~~time ~~that~~period ~~had~~prescribed ~~been made to us~~ by ~~JJFN~~applicable rules ~~Holdings,~~of ~~Inc.~~the ~~(“JJFN~~United ~~Holdings”),~~States aSecurities ~~wholly-owned~~and ~~subsidiary~~Exchange ofCommission ~~Strategic Capital Resources, Inc.~~ (~~“Strategic”~~SEC), inwhich ~~connection~~is ~~with~~presently ~~our~~four ~~acquisition~~business ofdays ~~IECM.~~from ~~As a result of this default, during June 1999, JJFN Holdings filed an action in~~ the ~~Supreme~~closing ~~Court~~ date of the ~~State of New York, County of Queens against us, and our subsidiaries, IECM, Iron Holdings, and Tahoe Realty Corp~~transaction., asThis ~~well~~requirement asfor ~~two~~readily ofavailable ~~our~~audited ~~officers~~financial ~~and~~statement ~~certain~~may ~~other~~require ~~individuals,~~us to ~~recover~~preclude ~~the~~a ~~monies~~transaction with ~~due~~a topotential ~~JJFN~~candidate ~~Holdings~~which ~~under~~might ~~the~~otherwise ~~promissory~~be ~~note.~~beneficial ~~During~~to ~~November~~our ~~2004, the action was settled by:~~stockholders.

●We ~~payment~~will ~~from~~not ~~the~~restrict ~~former~~our search ~~principals~~for ofany ~~the~~specific ~~Company~~kind of ~~$155~~company,~~000~~ tobut ~~Strategic;~~may ●acquire ~~entry~~a byventure ~~the~~which ~~Court~~is ofin aits ~~judgment~~preliminary ~~against~~or ~~the~~development ~~Company~~stage, which is already in ~~the~~operation, ~~amount~~or in essentially any stage of ~~$1,100,000~~its ~~(representing~~corporate ~~the~~life. ~~principal~~It ~~amount~~is ofimpossible to predict at this time the ~~loan~~status ~~from~~of ~~JJFN~~any ~~Holdings)~~business in ~~plus~~which ~~accrued~~we ~~interest,~~may ~~(or~~become $1engaged,~~522,997.20~~ in ~~the~~that ~~aggregate~~such atbusiness ~~the~~may ~~time~~need ofto ~~the~~seek ~~entry~~additional ofcapital, ~~the~~may ~~judgment)~~desire ~~(the~~to ~~“JJFN~~have ~~Judgment”);~~its ~~and~~shares ●publicly traded, ~~surrender~~or ofmay ~~420~~seek other perceived advantages which we may offer. However,~~000~~ ~~shares~~we ofdo ~~common~~not ~~stock~~intend ofto ~~the~~obtain ~~Companyto~~funds ~~Strategic~~in byone ~~the~~or ~~former~~more ~~principals~~private placements ~~and~~to ~~majority~~finance ~~stockholders~~the operation of ~~the~~any ~~Company~~acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.

AsIn implementing a ~~result~~structure for ofa ~~the~~particular ~~transfer~~business ofacquisition, ~~shares~~we ofmay ~~common~~become ~~stock~~a ~~from~~party ~~the~~to ~~former~~a ~~principals~~merger, ~~Strategic~~consolidation, ~~acquired~~reorganization, ajoint ~~62.8%~~venture, ~~equity~~or ~~ownership~~licensing agreement ~~interest~~with inanother ~~the~~corporation ~~Company~~or entity. ~~Additionally,~~We inmay ~~connection~~also ~~with~~acquire stock or assets of an existing business. On the ~~settlement~~consummation of a transaction, ~~the~~it ~~former~~is ~~officers~~probable that our present management and ~~directors~~stockholders ofwill ~~the~~no ~~Company~~longer ~~tendered~~be ~~their~~in ~~resignations,~~control ~~and~~of Mrour company.~~David~~ ~~Miller~~In addition, our ~~the~~existing ~~Company’s~~directors ~~President~~may, ~~was~~as ~~first~~part ~~elected~~of ~~and~~the ~~appointed~~terms ~~director~~of the acquisition transaction, resign and ~~officer~~be replaced by new directors without a vote of ~~the~~our ~~Company~~stockholders.

~~During~~We ~~December~~anticipate ~~2005,~~that ~~Strategic~~any securities ~~agreed~~issued toin ~~convert~~any ~~$1,500,000~~such ofreorganization ~~the~~would ~~then~~be ~~current~~issued ~~$1,638,000~~in ~~balance~~reliance onupon ~~the~~exemption ~~JJFN~~from ~~Judgment~~registration ~~into~~under 15applicable federal and state securities laws. In some circumstances,~~000~~ however,~~000~~ ~~shares~~as ofa ~~common~~negotiated ~~stock~~element of ~~the~~a ~~Company~~transaction, ~~which~~we ~~shares~~may ~~were~~agree ~~issued~~ to ~~Strategic~~register ~~during~~all or ~~March~~a ~~2006~~part of such securities immediately after the transaction is consummated or at specified times thereafter. ~~The~~If 15such registration occurs,~~000~~ of which there can be no assurance,~~000~~ ~~shares~~it ~~were~~will ~~transferred~~be toundertaken by the ~~stockholders~~surviving ofentity ~~Strategic~~after ~~pursuant~~we tohave ~~Strategic’s~~successfully ~~declaration~~consummated a ofmerger aor ~~stock~~acquisition ~~dividend~~and inwe ~~March~~are ~~2006~~no inlonger ~~the~~considered ~~following~~a ~~amounts:~~"shell" ~~Lite~~company. NUntil ~~Low,~~such ~~Inc.~~time –as 1this occurs,~~485,000~~ ~~shares;~~we ~~Priority~~will ~~Capital~~not attempt ~~Corp~~to register any additional securities. –The ~~2,205,000~~issuance ~~shares;~~of ~~Helen~~substantial ~~Miller~~additional ~~Irrevocable~~securities ~~Trust~~and –their ~~1,770,000~~potential ~~shares;~~sale ~~Scott~~into any ~~Miller~~trading –market ~~1,875,000~~which ~~shares;~~may ~~Rita~~develop ~~Miller~~in –our ~~1,875,000~~securities ~~shares~~may ~~and~~have ~~David~~a ~~Miller~~depressive ~~5,790,000~~effect ~~shares.~~on ~~During~~the ~~July~~value ~~2007,~~of ~~Ms.~~our ~~Rita~~securities ~~Miller~~in ~~transferred~~the 1future,~~875,000~~ if ~~shares~~such toa ~~her~~market ~~spouse~~develops, ~~Mr.~~of ~~David~~which ~~Miller~~there is no assurance.

On March 14, 2005, the Company issued to 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 the promissory note between the Company and JJFN Holdings. 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 of 1933 and upon the request of Strategic to include those registrable shares underlying the Strategic Warrant in such registration statement.History

5We were organized under the laws of the State of Nevada under the name Comstock Tailings Company on May 13, 1988 for the purpose of engaging in the acquisition and development of minerals, metals and other natural resource products and the related operations applicable to such activities. On or about March 31, 1997, we consummated a merger with Iron Holdings Corp. (“Old Iron”), a New York corporation, including its wholly-owned subsidiary company, Iron Eagle Contracting & Mechanical, Inc. (“IECM”) and changed our name to Iron Holdings Corp. (“Iron Holdings”). IECM was a construction contractor engaged in pipe work, including gas and water mains, as well as steel installation, primarily for city and state infrastructure construction. IECM commenced operations in January 1996 and spent most of fiscal year 1996 bidding on potential jobs. IECM ceased operations shortly thereafter due to its incurring significant losses from operations.

~~Employees~~On June 29, 1998, we changed our name to Monarch Investment Properties, Inc.

AsFrom of1994 ~~September~~to 12February 1999, we ~~2011we~~filed ~~had~~reports nowith ~~employees~~the ~~other~~SEC ~~than~~pursuant ~~our~~to ~~executive~~Section ~~officers.~~12(g) ~~Each~~of the Securities Exchange Act of ~~our~~1934 ~~executive~~(the ~~officers~~“Exchange ~~are~~Act”). On ~~engaged~~February in11, ~~outside~~1999, ~~business~~we ~~activities~~filed ~~and~~a ~~will~~Form ~~devote~~15 ~~very~~terminating ~~limited~~the ~~time~~registration toof our ~~business~~securities ~~until~~under aSection ~~promising~~12 ~~business~~of ~~combination~~the ~~opportunity~~Exchange ~~is identified~~Act. ~~The~~On August ~~business~~7, of2007, the Company isfiled ~~managed~~Form by10 ~~one~~on ofa ~~our~~voluntary ~~stockholders~~basis ~~and~~to ~~affiliate,~~provide ~~Strategic,~~current ~~pursuant~~public information to athe ~~letter~~investment ~~agreement~~community. Accordingly, ~~dated~~the ~~June~~Company ~~30,~~again ~~2011~~became asa ~~described~~reporting ~~later in this report~~company.

~~ITEM~~Change ~~1A.~~of ~~RISK FACTORS.~~Control

AnDuring ~~investment~~1997, inwe ~~our~~defaulted on ~~common~~payment ~~stock~~of ~~involves~~ a ~~significant~~promissory ~~degree~~note ofin ~~risk.~~the ~~You~~principal ~~should~~amount ~~not~~of ~~invest~~$1,100,000 inrepresenting ~~our~~a ~~common~~loan ~~stock~~that ~~unless~~had ~~you~~been ~~can~~made ~~afford~~ to ~~lose~~us ~~your~~by ~~entire~~JJFN ~~investment~~Holdings, Inc. ~~You~~(“JJFN ~~should~~Holdings”), ~~consider~~a ~~carefully~~wholly-owned ~~the~~subsidiary ~~following~~of ~~risk~~Strategic ~~factors~~Capital ~~and~~Resources, ~~other~~Inc. ~~information~~(“Strategic”), in connection with our acquisition of IECM. As a result of this ~~report~~default, ~~before~~during ~~deciding~~June to1999, ~~invest~~JJFN inHoldings ~~our~~filed ~~common~~an ~~stock.~~action Ifin ~~any~~the Supreme Court of the ~~following~~State ~~risks~~of ~~and~~New ~~uncertainties~~York, ~~develop~~County ~~into~~of ~~actual~~Queens ~~events~~against us, and our ~~business~~subsidiaries, ~~financial~~IECM, ~~condition~~Iron orHoldings, ~~results~~and ofTahoe ~~operations~~Realty ~~could~~Corp., as bewell ~~materially~~as ~~adversely~~two ~~affected~~of our officers and ~~you~~certain ~~could~~other ~~lose~~individuals, ~~your~~to ~~entire~~recover ~~investment~~the inmonies ~~our~~due ~~company~~to JJFN Holdings under the promissory note. During November 2004, the action was settled by:

We• ~~currently~~payment dofrom ~~not~~the ~~have~~former anprincipals ~~operating~~of ~~business,~~the ~~and~~Company ~~are~~of ~~dependent~~$155,000 ~~upon a related party~~ to ~~pay our operating expenses.~~Strategic;

We• ~~currently~~entry doby ~~not~~the ~~have~~Court ~~any~~of ~~operating~~a ~~business,~~judgment ~~have~~against ~~minimal~~the ~~cash~~Company ~~resources~~in ~~and~~the aamount ~~working capital deficit~~ of $~~676~~1,~~088 at June 30~~100,000 ~~2011.~~(representing Wethe ~~continue~~principal toamount ~~incur~~of ~~operating~~the ~~expenses~~loan ~~related~~from toJJFN ~~our~~Holdings) ~~public~~plus ~~company~~accrued ~~reporting requirements~~interest, ~~which~~(or ~~were approximately~~ $271,~~000 and approximately $26~~522,~~000~~997.20 in ~~fiscal~~the ~~2011~~aggregate ~~and fiscal 2010, respectively. We are dependent upon Strategic to continue to pay expenses for us and~~ at ~~June~~the ~~30,~~time ~~2011~~of we owe $375,305. If Strategic should fail to continue to pay these expenses for us in future periods, we would be unable to remain current in our reporting obligations under federal securities laws which would materially adversely impact our ability to enter into a reverse merger or other business combination as the ~~perceived~~entry ~~value~~ of ~~our~~the ~~company~~judgment) as(the a“JJFN ~~public~~Judgment”); ~~shell would be significantly diminished.~~and

We• ~~may~~surrender ~~not~~of be420,000 ~~able~~shares of common stock of the Company to ~~identify~~Strategic orby ~~fully~~the ~~capitalize~~former onprincipals ~~any~~and ~~appropriate~~majority ~~business~~stockholders ~~opportunities~~of the Company.

WeAs ~~have~~a ~~not~~result ~~yet~~of ~~identified~~the ~~any~~transfer of ~~appropriate~~shares ~~business~~of ~~opportunities,~~common ~~and~~stock from the former principals, ~~due~~Strategic toacquired a ~~variety~~62.8% ofequity ~~factors~~ownership ~~outside~~interest ofin ~~our~~the ~~control~~Company. Additionally, in weconnection ~~may~~with ~~not~~the besettlement, ~~able~~the toformer ~~identify~~officers orand ~~fully~~directors ~~capitalize~~of onthe ~~any~~Company ~~such~~tendered ~~opportunities~~their resignations, and Mr. ~~These~~David Miller, ~~factors~~the ~~include:~~Company’s President, was first elected and appointed director and officer of the Company.

● competition from other potential acquirers and partners of and investors in potential acquisitions, many of whom may have greater financial resources than we do; ● in specific cases, failure to agree on the terms of a potential acquisition, such as the amount or price of our acquired interest, or incompatibility between us and management of the company we wish to acquire; and ● the possibility that we may lack sufficient capital and/or expertise to develop promising opportunities.3

~~Even~~During ifDecember we2005, ~~are~~Strategic agreed ~~able~~ to ~~identify~~convert ~~business~~$1,500,000 ~~opportunities~~of ~~that~~the ~~our~~then ~~Board~~current ~~deems appropriate~~$1,638,000 webalance ~~cannot~~on ~~assure~~the ~~you~~JJFN ~~that~~Judgment ~~such~~into ~~a strategy will provide you with a positive return on your investment~~15,000,000 ~~and~~shares ~~may in fact result in a substantial decrease in the value~~ of ~~your~~common stock. of Inthe ~~addition~~Company, ifwhich weshares ~~enter~~were ~~into~~issued ato ~~combination~~Strategic ~~with~~during aMarch ~~business~~2006. ~~that~~The ~~has operating income~~15,000,000 weshares ~~cannot~~were ~~assure~~transferred ~~you~~to ~~that~~the westockholders of ~~will~~Strategic bepursuant ~~able~~ to ~~utilize~~Strategic’s ~~all~~declaration orof ~~even~~ a ~~portion~~stock ofdividend ~~our~~in ~~existing~~March ~~net~~2006 ~~operating~~in ~~loss~~the ~~carryover for federal or state tax purposes~~ following ~~such~~amounts: aLite ~~business~~N ~~combination~~Low, Inc. If– we1,485,000 ~~are~~shares; ~~unable~~Priority toCapital ~~make~~Corp. ~~use~~– ~~of our existing net operating loss carryover~~2,205,000 ~~the~~shares; ~~tax~~Helen ~~advantages~~Miller ofIrrevocable ~~such~~Trust a– ~~combination may be limited~~1,770,000 shares; ~~which~~Scott ~~could~~Miller ~~negatively~~– ~~impact~~1,875,000 ~~the~~shares; ~~price~~Rita ofMiller ~~our~~– ~~stock~~1,875,000 shares and ~~the~~David ~~value~~Miller of5,790,000 ~~your investment~~shares. ~~These~~During ~~factors~~July 2007, ~~will~~Ms. ~~substantially~~Rita ~~increase~~Miller ~~the~~transferred ~~uncertainty~~1,875,000 ~~and~~shares ~~thus~~to ~~the~~her ~~risk~~spouse, ofMr. ~~investing~~David ~~in our shares~~Miller.

WeOn ~~currently~~March ~~have~~14, ~~very~~2005, ~~limited~~the Company ~~assets~~issued to Strategic a seven-year warrant to purchase 1,100,000 noshares ~~sources~~of common stock, at an exercise price of ~~revenue~~$.001 per share (“Strategic Warrant”), in consideration for modification of the promissory note between the Company and JJFN Holdings. 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 ~~business~~otherwise, ~~operations~~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 ~~need~~be ~~additional~~adjusted ~~financing~~so inthat ~~order~~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 ~~execute~~purchase ~~our~~the ~~business~~same ~~plan~~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 of 1933 and upon the request of Strategic to include those registrable shares underlying the Strategic Warrant in such registration statement.

We do not currently have any assets other than a cash balance of $1,223 at June 30, 2011. We have not generated any revenues for at least the past few years, and we do not expect to generate any revenues until such time, if ever, as we complete an acquisition, reorganization, merger or similar transaction with an operating business. We can provide no assurances if we consummate a transaction that any acquired business will generate any material revenues or that any such business will operate on a profitable basis. Furthermore, we are unable to predict the time as to when, and if ever, that we may actually acquire or enter into an acquisition, reorganization, merger or similar transaction with an operating business. Because we do not have a recent operating history, you will have no basis upon which to evaluate our business objective to acquire an operating business.Employees

6As of September 28, 2012 we had no employees other than our executive officers. Each of our executive officers are engaged in outside business activities and will devote very limited time to our business until a promising business combination opportunity is identified. The business of the Company is managed by one of our stockholders and affiliate, Strategic, pursuant to a letter agreement, dated June 30, 2012 as described later in this report.

~~Even~~ITEM if we are successful in completing a reverse merger or other business combination with an operating entity, it is possible that we will need to raise additional working capital for the combined companies1A. ~~There~~RISK are no assurances we will be successful in securing capital which may be needed in future periods, which may adversely impact our ability to be successful following a reverse merger or other business combinationFACTORS.

~~Because~~An investment ofin ~~losses~~our ~~incurred~~common bystock usinvolves toa ~~date~~significant ~~and~~degree of risk. You should not invest in our ~~general~~common ~~financial~~stock ~~condition,~~unless weyou ~~received~~can afford ato ~~going~~lose ~~concern~~your ~~qualification~~entire ininvestment. You should consider carefully the ~~audit~~following risk factors and other information in this report before ~~from~~deciding to invest in our ~~independent~~common ~~public~~stock. ~~accounting~~If ~~firm~~any ~~for~~of the ~~most~~following ~~recent~~risks ~~fiscal~~and ~~year~~uncertainties ~~that~~develop ~~raises~~into ~~substantial~~actual ~~doubt~~events, our ~~about~~business, ~~our~~financial ~~ability~~condition toor ~~continue~~results toof ~~operate~~operations ascould abe ~~going~~materially ~~concern~~adversely affected and you could lose your entire investment in our company.

~~Our~~We ~~independent~~currently ~~auditors~~do not have ~~issued~~an ~~a going concern paragraph in their opinion on the financial statements for the year ended June 30~~operating business, ~~2011~~ and ~~2010~~are ~~that states there is a substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is~~ dependent onupon ~~our ability to assess capital through debt and equity funding, to develop profitable operations and resolve our liquidity problems. If we are not able to continue as~~ a ~~going~~related ~~concern,~~party ~~we may cease~~ to ~~operate~~pay ~~and~~ our ~~investors~~operating ~~will lose some or all of their investment~~expenses.

~~Our~~We ~~officers~~currently do not have any operating business, have minimal cash resources and ~~directors~~a ~~will~~working ~~allocate~~capital ~~their~~deficit ~~time~~of $724,344 at June 30, 2012. We continue to incur ~~other~~operating ~~business~~expenses ~~thereby~~related ~~causing~~to ~~conflicts~~our ofpublic ~~interest~~company reporting requirements, which were approximately $20,000 and approximately $27,000 in ~~their~~fiscal ~~determination~~2012 asand tofiscal ~~how~~2011, ~~much~~respectively. ~~time~~We are dependent upon Strategic to ~~devote~~continue to ~~our~~pay ~~affairs,~~expenses for us and ~~this~~at June ~~conflict~~30, of2012 ~~interest~~we ~~could~~owe ~~have~~$448,903. aIf ~~negative~~Strategic ~~impact~~should onfail to continue to pay these expenses for us in future periods, we would be unable to remain current in our reporting obligations under federal securities laws which would materially adversely impact our ability to ~~consummate~~enter into a reverse merger or other business combination as the perceived value of our company as a public shell would be significantly diminished.

Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We domay not ~~intend~~be toable ~~have any full time employees prior~~ to ~~the~~identify ~~consummation of an acquisition, reorganization, merger~~ or ~~similar~~fully capitalize ~~transaction~~on ~~with an operating business. All of our executive officers are engaged in several other business endeavors and are not obligated to devote~~ any ~~specific~~appropriate ~~number of hours to our affairs. If our officers’ and directors’ other~~ business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combinationopportunities. ~~We cannot assure you that these conflicts will be resolved in our favor.~~

We ~~may~~have ~~issue~~not ~~shares~~yet oridentified any ~~debt~~appropriate ~~securities to complete a~~ business ~~combination~~opportunities, ~~which~~and, ~~would~~due ~~reduce~~to ~~the~~a ~~equity~~variety ~~interest~~of factors outside of our ~~stockholders~~control, ~~and~~we ~~likely~~may ~~cause~~not abe ~~change~~able into ~~control~~identify or offully ~~our~~capitalize ~~ownership~~on any such opportunities. These factors include:

~~Although~~• wecompetition dofrom ~~not~~other ~~have~~potential aacquirers ~~current~~and ~~unequivocal~~partners ~~commitment, we would likely issue a substantial number~~ of ~~additional~~and ~~shares~~investors ofin ~~our~~potential ~~common stock or preferred stock~~acquisitions, ormany ~~a combination~~ of ~~common~~whom ~~stock~~may ~~and~~have ~~preferred~~greater ~~stock,~~financial toresources ~~complete~~than awe ~~business combination. The issuance of additional shares of common stock or any number of shares of our preferred stock:~~do;

●• ~~may~~in ~~significantly~~specific ~~reduce~~cases, ~~the~~failure ~~equity~~to ~~interest~~agree ofon ~~our current stockholders; ● may subordinate~~ the ~~rights~~terms of ~~holders~~a ofpotential ~~common~~acquisition, ~~stock~~such ifas wethe ~~issue~~amount ~~preferred~~or ~~shares~~price ~~with rights senior to those afforded to our holders~~ of ~~common stock; and ● will likely cause a change in control if a substantial number of~~ our ~~shares~~acquired ~~of common stock are issued~~interest, ~~which~~or ~~may~~incompatibility ~~affect,~~between ~~among~~us ~~other things, our ability to use our net operating loss carry forwards, if any,~~ and ~~could~~management ~~result~~of in the ~~resignation~~company orwe ~~removal~~wish ofto ~~our~~acquire; ~~present officers~~ and ~~directors.~~

~~Similarly,~~• ifthe possibility that we ~~issue~~may ~~debt~~lack ~~securities,~~sufficient itcapital ~~could~~and/or ~~result~~expertise ~~in:~~to develop promising opportunities.

●Even ~~acceleration~~if ofwe ~~our~~are ~~obligations~~able to identify ~~repay~~business ~~the~~opportunities ~~indebtedness~~that ~~even~~our ifBoard deems appropriate, we ~~make~~cannot ~~all~~assure ~~principal~~you ~~and~~that ~~interest~~such ~~payments~~a ~~when~~strategy ~~due~~will ifprovide weyou ~~breach~~with a ~~certain~~positive ~~covenants~~return ~~that~~on ~~require~~your investment, and may in fact result in a substantial decrease in the ~~maintenance~~value of ~~certain~~your ~~financial~~stock. ~~ratios~~In oraddition, if ~~reserves~~we ~~without~~enter into a ~~waiver~~combination orwith ~~renegotiation~~a ofbusiness that ~~covenant;~~has ●operating ~~our~~income, ~~immediate~~we ~~payment~~cannot ofassure you that we will be able to utilize all ~~principal~~or ~~and~~even ~~accrued~~a ~~interest,~~portion ifof ~~any,~~our ifexisting ~~the~~net ~~debt~~operating ~~security~~loss iscarryover ~~payable~~for onfederal ~~demand;~~or ~~and~~state ●tax ~~our~~purposes ~~inability~~following such a business combination. If we are unable to ~~obtain~~make ~~necessary~~use ~~additional~~of ~~financing~~our ifexisting net operating loss carryover, the ~~debt~~tax ~~security~~advantages ~~contains~~of ~~covenants~~such ~~restricting~~a combination may be limited, which could negatively impact the price of our ~~ability~~stock toand ~~obtain~~the ~~such~~value ~~financing~~of ~~while~~your investment. These factors will substantially increase the ~~debt~~uncertainty, ~~security~~and isthus ~~outstanding~~the risk, of investing in our shares.

7We currently have very limited assets, no sources of revenue or business operations, and will need additional financing in order to execute our business plan.

~~The~~We ~~resulting~~do ~~change~~not incurrently ~~control~~have any ofassets ~~the~~other ~~Company~~than ~~would~~a ~~likely~~cash ~~result~~balance inof ~~removal~~$428 ofat ~~the~~June ~~present~~30, ~~executive~~2012. ~~officers~~We ~~and~~have ~~directors~~not ofgenerated any revenues for at least the ~~Company~~past few years, and we do not expect to generate any revenues until such time, if ever, as we complete an acquisition, reorganization, merger or similar transaction with an operating business. We can provide no assurances if we consummate a ~~corresponding~~transaction ~~reduction~~that inany acquired business will generate any material revenues or ~~elimination~~that ofany such ~~person’s~~business ~~participation~~will inoperate ~~the~~on ~~future~~a ~~affairs~~profitable ofbasis. Furthermore, we are unable to predict the ~~Company~~time as to when, and if ever, that we may actually acquire or enter into an acquisition, reorganization, merger or similar transaction with an operating business. Because we do not have a recent operating history, you will have no basis upon which to evaluate our business objective to acquire an operating business.

~~Our~~Even ~~current~~if ~~members~~we ofare ~~management~~successful in completing a reverse merger or other business combination with an operating entity, it is possible that we will need to raise additional working capital for the combined companies. There are ~~also~~no ~~controlling~~assurances ~~stockholders~~we will be successful in securing capital which may be needed in future periods, which may adversely impact our ability to be successful following a reverse merger or other business combination.

~~Mr.~~Because ~~Miller~~of ~~and~~losses ~~his~~incurred ~~affiliated~~by ~~entities~~us ~~together~~to ~~beneficially~~date and ~~own~~our ~~approximately~~general ~~85%~~financial ofcondition, ~~our~~we ~~outstanding~~received ~~common~~a ~~stock~~going ~~and~~concern ~~are~~qualification in athe ~~position~~audit toreport ~~control~~from ~~all~~our ~~matters~~independent ~~requiring~~public accounting ~~approval~~firm offor ~~our~~the ~~stockholders,~~most ~~including~~recent ~~the~~fiscal ~~election~~year ofthat ~~director~~raises ~~and~~substantial ~~proposed~~doubt ~~acquisitions~~about our ability to continue to operate as a going concern.

Our ~~Amended~~independent auditors have issued a going concern paragraph in their opinion on the financial statements for the year ended June 30, 2012 and ~~Restated~~2011 ~~Articles~~that states ofthere ~~Incorporation~~is ~~authorize~~a ussubstantial doubt about our ability to ~~issue~~continue ~~additional~~as ~~shares~~a ofgoing concern. The ability to continue as a going concern is dependent on our ability to assess capital ~~stock~~through debt and equity funding, to develop profitable operations and resolve our liquidity problems. If we are not able to continue as a going concern, we may cease to operate and our investors will lose some or all of their investment.

WeOur ~~are~~officers ~~authorized to issue under our Amended~~ and ~~Restated~~directors ~~Articles~~will ofallocate their ~~Incorporation,~~time ~~125,000,000~~to ~~shares~~other ofbusiness ~~capital~~thereby ~~stock,~~causing ~~consisting~~conflicts of ~~100,000,000~~interest ~~shares of common stock and 25,000,000 shares of preferred stock. Our Board of Directors has the ability to issue additional shares of common stock and preferred stock~~ in ~~the~~their ~~future~~determination ~~for such consideration~~ as the Board may consider sufficient without seeking stockholder approval. The issuance of additional common stock, preferred stock or other convertible securities in the future will reduce the proportionate ownership and could also reduce the voting power of current stockholders. Further, our Board is authorized to ~~issue~~how ~~the~~much ~~preferred stock with such rights and preferences as may be determined from~~ time to ~~time~~devote byto our ~~Board of Directors in their sole discretion. Our Board of Directors may~~ affairs, ~~without~~and ~~stockholder~~this ~~approval,~~conflict ~~issue series~~ of ~~preferred~~interest ~~stock with dividends, liquidation, conversion, voting or other rights that~~ could ~~adversely~~have ~~affect~~a ~~the~~negative ~~voting~~impact ~~power~~on orour ~~other~~ability ~~rights~~to ofconsummate ~~the~~a ~~holders~~business ~~of our common stock~~combination.

WeOur ~~likely~~officers ~~will~~and ~~complete~~directors are ~~only~~not ~~one~~required ~~business~~to ~~combination~~commit their full time to our affairs, which ~~will~~could ~~cause~~create usa conflict of interest when allocating their time between our operations and their other commitments. We do not intend to behave ~~dependent~~any ~~solely~~full ontime aemployees ~~single~~prior to the consummation of an acquisition, reorganization, merger or similar transaction with an operating business. All of our executive officers are engaged in several other business endeavors and aare ~~limited~~not obligated to devote any specific number of ~~products~~hours to our affairs. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it ~~services~~could orlimit ~~assets~~their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be resolved in our favor.

Given our limited financial resources and other considerations, it is likely that if we complete a business combination it will be with only one target business. Accordingly, the prospects for our success may be solely dependent upon the performance of a single business and dependent upon the development or market acceptance of a single or limited number of products, processes or services. In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete business combinations or asset acquisitions in different industries or different areas of a single industry so as to diversify risks and offset losses.4

~~You~~We may ~~find~~issue itshares ~~extremely difficult~~ or ~~impossible~~debt securities to ~~resell~~complete ~~our~~a ~~shares.~~business ~~Even~~combination, ifwhich anwould ~~active~~reduce ~~public~~the ~~market~~equity isinterest ~~established,~~of weour ~~cannot~~stockholders ~~guarantee~~and ~~you~~likely ~~that~~cause ~~there~~a ~~will~~change ~~ever be any liquidity~~ in control of our ~~common stock~~ownership.

~~There~~Although iswe nodo ~~market~~not ~~for~~have a ~~our~~current ~~common~~unequivocal ~~stock~~commitment, ~~and~~we ~~there~~would ~~can~~likely beissue noa ~~assurance~~substantial ~~that~~number anof ~~active~~additional ~~public~~shares ~~market~~of ~~for~~ our common stock ~~will~~or ~~ever~~preferred stock, beor ~~established.~~a ~~Purchasers~~combination of ~~our shares of~~ common stock ~~will~~and ~~face~~preferred ~~significant obstacles if they wish to resell the shares. Absent an active public market for our common~~ stock, anto ~~investment~~complete ~~in our shares should be considered illiquid. Even if an active public market is established, it is unlikely~~ a ~~liquid~~business ~~market will develop~~combination. ~~Because~~The weissuance ~~are~~of aadditional ~~shell~~shares of ~~company,~~common ~~the~~stock ~~investment community may show little~~ or noany ~~interest~~number inof ~~our securities and investors may not be readily able to liquidate their investment, if at all. Investors seeking liquidity in a security should not purchase our~~ shares of ~~common~~our preferred stock.:

~~ITEM~~• ~~1B.~~may ~~UNRESOLVED~~significantly ~~STAFF~~reduce ~~COMMENTS~~the equity interest of our current stockholders; • may subordinate the rights of holders of common stock if we issue preferred shares with rights senior to those afforded to our holders of common stock; and • will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors.

~~None.~~Similarly, if we issue debt securities, it could result in:

~~ITEM~~• 2.acceleration ~~PROPERTIES~~of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; • our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and • our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

WeThe doresulting ~~not~~change ~~own~~in control orof ~~have~~the aCompany ~~lease~~would ~~for~~likely ~~any~~result ~~property.~~in ~~Our~~removal ~~principal place~~ of ~~business~~the ispresent ~~provided~~executive byofficers ~~Strategic~~and atdirectors ~~1801~~of N.the ~~Military~~Company ~~Trail,~~and ~~Suite~~a ~~203,~~corresponding reduction ~~Boca~~in ~~Raton,~~or ~~Florida~~elimination ~~33431 as part~~ of ~~our~~such ~~management~~person’s ~~agreement~~participation ~~with~~in ~~that~~the ~~company~~future asaffairs ~~described~~of ~~elsewhere~~the ~~in this report~~Company.

~~ITEM~~Our 3.current ~~LEGAL~~members ~~PROCEEDINGS~~of management are also controlling stockholders.

~~None~~Mr. Miller and his affiliated entities together beneficially own approximately 85% of our outstanding common stock and are in a position to control all matters requiring approval of our stockholders, including the election of director and proposed acquisitions.

8Our Amended and Restated Articles of Incorporation authorize us to issue additional shares of capital stock.

~~ITEM~~We 4are authorized to issue under our Amended and Restated Articles of Incorporation, 125,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock and 25,000,000 shares of preferred stock. ~~(REMOVED~~Our ~~AND~~Board ~~RESERVED)~~of Directors has the ability to issue additional shares of common stock and preferred stock in the future for such consideration as the Board may consider sufficient without seeking stockholder approval. The issuance of additional common stock, preferred stock or other convertible securities in the future will reduce the proportionate ownership and could also reduce the voting power of current stockholders. Further, our Board is authorized to issue the preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors in their sole discretion. Our Board of Directors may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.

~~PART~~We IIlikely will complete only one business combination, which will cause us to be dependent solely on a single business and a limited number of products, services or assets.

~~ITEM~~Given 5our limited financial resources and other considerations, it is likely that if we complete a business combination it will be with only one target business. Accordingly, ~~MARKET~~the ~~FOR~~prospects ~~REGISTRANT’S~~for ~~COMMON~~our ~~EQUITY~~success may be solely dependent upon the performance of a single business and dependent upon the development or market acceptance of a single or limited number of products, ~~RELATED~~processes ~~STOCKHOLDER~~or ~~MATTERS~~services. ~~AND~~In ~~ISSUER~~this ~~PURCHASES~~case, OFwe ~~EQUITY~~will ~~SECURITIES~~not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete business combinations or asset acquisitions in different industries or different areas of a single industry so as to diversify risks and offset losses.

~~Our~~You ~~common~~may ~~stock~~find ~~is not listed on any exchange nor is~~ it ~~approved~~extremely ~~for~~difficult ~~quotation~~or impossible onto ~~the~~resell ~~OTC~~our ~~Bulletin~~shares. ~~Board~~Even ~~nor~~if inan ~~the~~active ~~over~~public ~~the counter~~ market onis ~~the~~established, ~~Pink~~we ~~Sheets.~~cannot Asguarantee ~~ofSeptember12,~~you ~~2011there~~that ~~were~~there ~~approximately~~will ~~42stockholders~~ever ofbe any ~~record~~liquidity ofin our common stock.

~~Dividends~~There is no market for our common stock and there can be no assurance that an active public market for our common stock will ever be established. Purchasers of our shares of common stock will face significant obstacles if they wish to resell the shares. Absent an active public market for our common stock, an investment in our shares should be considered illiquid. Even if an active public market is established, it is unlikely a liquid market will develop. Because we are a shell company, the investment community may show little or no interest in our securities and investors may not be readily able to liquidate their investment, if at all. Investors seeking liquidity in a security should not purchase our shares of common stock.

WeITEM ~~have never paid cash dividends on our common stock~~1B. ~~Payment~~UNRESOLVED ofSTAFF ~~dividends will be within the sole discretion of our Board of Directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition~~COMMENTS. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our company not being able to pay its debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~None.

~~None~~ITEM 2. PROPERTIES.

~~Recent~~We ~~Sales~~do not own or have a lease for any property. Our principal place of ~~Unregistered~~business ~~Securities~~is provided by Strategic at 1801 N. Military Trail, Suite 204, Boca Raton, Florida 33431 as part of our management agreement with that company as described elsewhere in this report.

~~None~~ITEM 3. LEGAL PROCEEDINGS.

~~ITEM 6~~None. ~~SELECTED FINANCIAL DATA.~~

~~Not~~ITEM ~~applicable~~4. toMINE aSAFETY ~~smaller reporting company~~DISCLOSURE.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~5

~~Overview~~PART II

Our ~~Business~~common ~~Strategy~~stock is not listed on any exchange nor is it approved for quotation on the OTC Bulletin Board nor in the over the counter market on the Pink Sheets. As of September 28, 2012 there were approximately 42 stockholders of record of our common stock.

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.Dividends

~~Going~~We ~~Concern~~have never paid cash dividends on our common stock. Payment of dividends will be within the sole discretion of our Board of Directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our company not being able to pay its debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

WePurchases ~~are a shell company. We do not have any revenue generating operations and have an accumulated deficit~~ of ~~approximately~~Equity ~~$3.5~~Securities ~~million~~by at June 30, 2011. At June 30, 2011 we had minimal cash, no other assets and our total liabilities were approximately $700,000. The report of our independent registered public accounting firm on our financial statements for the ~~year ended June 30, 2011 contains an explanatory paragraph regarding our ability to continue as a going concern based uponthe Company has incurred operating losses~~ Issuer and ~~will~~Affiliated have to obtain additional capital to sustain operations. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to consummate a business combination with an operating company. There are no assurances that we will continue as a going concern.Purchasers

9None.

~~Financial~~Recent ~~Condition~~Sales ~~and~~of ~~Changes~~Unregistered Securities

~~Cash~~None.

WeITEM ~~have minimal cash and are dependent in the short term on affiliated parties to continue to infuse capital to meet our obligations~~6. ~~There~~SELECTED isFINANCIAL ~~no assurance that this funding will continue~~DATA.

~~Accrued~~Not ~~expenses~~applicable ~~and~~to ~~other~~a ~~current~~smaller ~~liabilities~~reporting company.

~~Accrued~~ITEM ~~expenses at June 30, 2011 and 2010 consisted primarily of professional fees~~7. ~~Listed~~MANAGEMENT'S ~~below~~DISCUSSION isAND aANALYSIS ~~summary~~OF ofFINANCIAL ~~the~~CONDITION ~~transactions~~AND ~~related~~RESULTS toOF ~~accrued expenses and other liabilities:~~OPERATIONS

Balance, July 1, 2009	$	80,670
Payment of accrued professional and accounting fees		(28,104	)
Payment of other fees and expenses		(7,175	)
Accrual of professional fees		4,195
Accrual of accounting fees		11,278
Accrual of other fees and expenses		6,575
Balance, June 30, 2010		67,439
Payment of accrued professional and accounting fees		(19,883	)
Payment of other fees and expenses		(11,150	)
Accrual of professional fees		2,495
Accrual of accounting fees		16,000
Accrual of other fees and expenses		7,456
Balance, June 30, 2011	$	62,357

Overview

~~Convertible~~We ~~judgment~~have ~~debt~~virtually ~~payable~~no operating history and due to the uncertain nature of the markets we address or intend to address, ~~affiliated~~it ~~party~~is difficult to predict our future results of operations.

~~Listed~~Our ~~below~~Business 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:Strategy

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 July 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 2009		43,952
Balance, June 30, 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 30, 2010		225,002
Interest July 2010 through June 2011		14,647
Balance, June 30, 2011	$	239,649

~~This~~Going ~~Space Intentionally Left Blank~~Concern

10We are a shell company. We do not have any revenue generating operations and have an accumulated deficit of approximately $3,574,000 at June 30, 2012. At June 30, 2012 we had minimal cash, no other assets and our total liabilities were approximately $725,000. The report of our independent registered public accounting firm on our financial statements for the year ended June 30, 2012 contains an explanatory paragraph regarding our ability to continue as a going concern based upon the Company has incurred operating losses and will have to obtain additional capital to sustain operations. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to consummate a business combination with an operating company. There are no assurances that we will continue as a going concern.

~~Affiliated party debt~~6

ToFinancial Condition ~~date, our operations have been funded by Strategic which is controlled by one of our executive officers~~ and ~~our majority stockholder. Listed below is a summary of the transactions related to the debt we owe to Strategic:~~Changes

Balance, July 1, 2009	$	235,318
Interest		32,500
Advances		31,500
Management Fee		6,000
Balance, June 30, 2010		305,318
Interest		40,987
Advances		23,000
Management Fee		6,000
Balance, June 30, 2011	$	375,305

Cash

~~$500~~We ~~per~~have ~~month~~minimal iscash ~~charged by Strategic to our company for the ongoing maintenance of its files~~ and are ~~records,~~dependent ~~preparation~~in ~~of work papers for~~ the ~~quarterly~~short ~~reviews,~~term ason ~~well~~affiliated asparties ~~the~~to ~~preparation~~continue ofto ~~work~~infuse ~~papers~~capital ~~for~~to ~~the~~meet ~~year~~our ~~end audit for the outside auditors~~obligations. ~~This~~There ~~monthly~~is ~~payment~~no ~~also~~assurance that ~~includes~~this ~~the~~funding ~~preparation~~will ~~of quarterly reports of Form 10-Q, as well as the Annual Report on Form 10-K~~continue.

~~Results~~Accrued ofexpenses ~~Operations~~and other current liabilities

WeAccrued ~~have~~expenses ~~generated~~at noJune 30, ~~revenues~~2012 ~~since our fiscal year ended 1998~~ and ~~will~~2011 ~~not~~consisted ~~generate~~primarily ~~revenues until, at the earliest, the completion~~ of aprofessional ~~business combination~~fees. ~~There~~Listed ~~can~~below beis noa ~~assurance~~summary ~~that~~of wethe ~~will~~transactions berelated ~~able~~ to ~~consummate~~accrued aexpenses and ~~business~~other ~~combination on terms acceptable to us.~~liabilities:

General and administrative expenses increased 3% in fiscal 2011 compared to fiscal 2010. Accounting fees in 2010 were reduced by an adjustment to reflect a prior accrual related to an unsuccessful merger in 2009. Miscellaneous expenses during the year include a credit or reversal of a disputed charge of $3,607 which was recognized. We anticipate that our general and administrative expenses will remain at the fiscal 2011 level into fiscal 2012, absent an increase related to another potential business combination.

Balance, July 1, 2010	$	67,439
Payment of accrued professional and accounting fees		(19,883	)
Payment of other fees and expenses		(11,150	)
Accrual of professional fees		2,495
Accrual of accounting fees		16,000
Accrual of other fees and expenses		7,456
Balance, June 30, 2011		62,357
Payment of accrued professional and accounting fees		(16,020	)
Payment of other fees and expenses		(3,806	)
Write off of accounts payable		(35,738	)
Accrual of professional fees		—
Accrual of accounting fees		11,500
Accrual of other fees and expenses		3,279
Balance, June 30, 2012	$	21,572

	2011			2010
Accounting Fees	$	16,000		$	11,701
Legal Fees		1,106			2,789
Management Fees		6,000			6,000
Edgarization Costs		2,494			2,188
Stock Transfer Fees		1,685			1,380
Miscellaneous Fees and Other		(279	)		2,081
Total	$	27,006		$	26,139

Convertible judgment debt payable, affiliated party

~~Interest~~Listed ~~expense~~below ~~increased~~is ~~21%~~a insummary of ~~fiscal~~the ~~2011~~transactions ~~from~~related ~~fiscal~~to ~~2010.~~the ~~The~~JJFN ~~increased~~Judgment ~~interest~~obtained ~~expense~~by ~~was~~JJFN asHoldings aagainst ~~result~~us in November 2004. Unpaid portions of the JJFN ~~increased~~Judgment ~~balance~~bear ~~due~~simple tointerest at the ~~affiliated~~rate ~~party~~of ~~debt.~~9% per annum:

As a result of the foregoing, we incurred a net loss of $82,640 for fiscal 2011, compared to a net loss of $72,285 for fiscal 2010.

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 July 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 2009		43,952
Balance, June 30, 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 30, 2010		225,002
Interest July 2010 through June 2011		14,647
Balance, June 30, 2011		239,649
Interest July 2011 through June 2012		14,648
Balance, June 30, 2012	$	254,297

~~Liquidity and Capital Resources~~7

~~Liquidity~~Affiliated isparty the ability of a company to generate adequate amounts of funds to meet its obligations. At June 30, 2011, our cash balance was $1,223 and we had a working capital deficit of $676,088 compared to cash of $4,311 and a working capital deficit of $593,448 at June 30, 2010.debt

~~Accrued~~To ~~expenses~~date, our operations have been funded by Strategic which ~~consist~~is ~~primarily~~controlled by one of ~~professional~~our ~~fees,~~executive ~~decreased~~officers 8%and atour ~~June~~majority ~~30,~~stockholder. ~~2011~~Listed asbelow ~~compared~~is a summary of the transactions related to ~~June~~the ~~30,~~debt ~~2010.~~we owe to Strategic:

Balance, July 1, 2010	$	305,318
Interest		40,987
Advances		23,000
Management Fee		6,000
Balance, June 30, 2011		375,305
Interest		49,098
Advances		18,500
Management Fee		6,000
Balance, June 30, 2012	$	448,903

~~Convertible~~$500 ~~judgment~~per ~~debt~~month ~~payable,~~is ~~affiliated~~charged by ~~party~~Strategic ~~represents~~to ~~amounts~~our ~~due~~company ~~under~~for the ~~JJFN~~ongoing ~~Judgment~~maintenance ~~which~~of isits ~~convertible~~files atand ~~the~~records, ~~option~~preparation of work papers for the ~~holder~~quarterly reviews, ~~into~~as ~~shares~~well as the preparation of ~~our~~work ~~common~~papers ~~stock~~for ~~based~~the ~~upon~~year aend ~~conversion~~audit ~~price~~for ofthe $0outside auditors.10 ~~per~~This ~~share.~~monthly ~~The~~payment ~~increase~~also ~~from~~includes the ~~June~~preparation ~~30,~~of ~~2010~~quarterly toreports ~~June~~of 30Form 10-Q, ~~2011~~as ~~represents~~well ~~post-judgment~~as ~~interest~~the Annual Report on Form 10-K.

ToResults date, our operations have been funded by Strategic, which is controlled by our President. This fundingincluded paying professional fees, interest on the affiliated debt, as well as accruing $500 per month for management fees.Affiliated party debt increased 23% at June 30, 2011 as compared to June 30, 2010. This increase represents the accrual of the monthly management fee for fiscal 2011, additional advances of $23,000during fiscal 2011and interest of $40,987 on the amounts due Strategic. We used these additional advances for general working capital.Operations

~~For~~We ~~fiscal~~have ~~2011~~generated ~~net~~no ~~cash~~revenues since ~~used~~our infiscal ~~operating~~year ~~activities~~ended ~~was~~1998 ~~$73,075~~and ~~compared~~will tonot ~~net~~generate ~~cash~~revenues ~~used~~until, inat ~~operating~~the ~~activities of $70~~earliest,~~868~~ ~~for~~the ~~fiscal~~completion ~~2010.~~of Ina ~~each~~business ofcombination. There ~~fiscal~~can ~~2011~~be ~~and~~no ~~fiscal~~assurance ~~2010~~that ~~this~~we ~~represents~~will ~~cash~~be ~~used~~able to ~~pay~~consummate ~~our~~a ~~operating~~business ~~expense~~combination ~~and accrual of the interest~~ on ~~the~~terms ~~affiliated~~acceptable ~~convertible~~to ~~judgment debt~~us.

~~For~~General and administrative expenses decreased 23% in fiscal 2012 compared to fiscal 2011. ~~net~~Miscellaneous ~~cash~~expenses ~~provided~~during bythe ~~financing~~year ~~activities~~include ~~was~~a ~~$69,987~~credit asor ~~compared~~reversal of toa disputed charge of $703,~~000~~607 ~~for~~which ~~fiscal~~was ~~2010~~recognized. InWe ~~each~~anticipate ~~period~~that ~~these~~our ~~amounts~~general ~~represented~~and administrative expenses will remain at the ~~increase~~fiscal in2012 ~~amounts~~level ~~due~~into ~~Strategic~~fiscal as2013, ~~described~~absent ~~above~~an increase related to another potential business combination.

We currently do not have sufficient cash to meet any of our current or anticipated obligations for the next 12 months. We do not have any internal or external sources of capital and are dependent upon advances from Strategic for funds necessary to pay our operating expenses. Our ability to continue as a going concern depends on our Strategic’s continued funding of our operating expenses and our ability to seek out potential merger and acquisition partners. If we are not able to access capital as necessary it is possible we will be unable to close an acquisition which will provide operating revenues to our company. In that event, the likelihood that we can continue as a going concern is doubtful and investors could lose their entire investment in our company.

	2012		2011
Accounting Fees	$	11,500	$	16,000
Legal Fees		—		1,106
Management Fees		6,000		6,000
Edgarization Costs		1,162		2,494
Stock Transfer Fees		1,724		1,685
Miscellaneous Fees and Other		390		(279	)
Total	$	20,776	$	27,006

~~Critical~~Interest ~~Accounting~~expense ~~Policies~~increased 15% in fiscal 2012 from fiscal 2011. The increased interest expense was as a result of the increased balance due to the affiliated party debt.

~~The~~As ~~significant~~a ~~accounting~~result ~~policies~~of ~~are~~the ~~summarized~~foregoing, we asincurred ~~follows:~~a net loss of $48,256 for fiscal 2012, compared to a net loss of $82,640 for fiscal 2011.

~~Use~~Liquidity ofand ~~Estimates~~Capital Resources

~~Our~~Liquidity ~~management~~is ~~has~~the ~~made~~ability of a ~~number~~company ofto ~~estimates~~generate ~~and~~adequate ~~assumptions~~amounts ~~relating~~of funds to ~~the~~meet ~~reporting~~its ofobligations. At ~~assets~~June ~~and~~30, ~~liabilities~~2012, our ~~and~~cash ~~the~~balance ~~disclosure~~was of$428 ~~contingent assets~~ and ~~liabilities~~we tohad ~~prepare~~a ~~these~~working ~~financial~~capital ~~statements~~deficit inof ~~conformity~~$724,344 ~~with~~compared ~~accounting~~to ~~principles~~cash ~~generally~~of ~~accepted~~$1,223 inand ~~the~~a ~~United~~working ~~States~~capital deficit of ~~America.~~$676,088 ~~Actual~~at ~~results~~June ~~could~~30, ~~differ from those estimates~~2011.

~~Fair~~Accrued ~~Value~~expenses, which consist primarily of ~~Financial~~professional ~~Instruments~~fees, decreased 65% at June 30, 2012 as compared to June 30, 2011. The reduction was mainly the result of a write-off of $36,269 of accounts payable.

~~The~~Convertible ~~carrying~~judgment ~~amounts reported in the balance sheet for cash, accounts~~ debt payable ~~and accrued expenses~~, ~~convertible~~affiliated ~~judgment~~party ~~debt~~represents ~~payable~~amounts ~~and~~due ~~stockholder~~under ~~payable~~the ~~approximate~~JJFN ~~their~~Judgment ~~fair~~which ~~market~~is ~~value~~convertible ~~based~~at on the ~~short-term~~option ~~maturity~~ of ~~these instruments. FASB ASC 820 requires disclosures about~~ the ~~fair~~holder ~~value~~into shares ~~for~~of ~~all~~our ~~financial~~common ~~instruments,~~stock ~~whether~~based orupon ~~not~~a ~~recognized,~~conversion ~~for~~price ~~financial~~of ~~statement purposes~~$0.10 ~~Disclosures~~per ~~about~~share. ~~fair~~The ~~value~~increase offrom ~~financial~~June ~~instruments~~30, ~~are~~2011 ~~based on pertinent information available~~ to ~~management as of~~ June 30, ~~2011.~~2012 ~~Accordingly,~~represents post-judgment ~~the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments~~interest.

~~Management~~To ~~has~~date, ~~estimated~~our ~~the~~operations have ~~fair~~been ~~values~~funded ofby ~~cash~~Strategic, ~~accounts~~which ~~payable~~is ~~and~~controlled ~~accrued~~by ~~expenses~~our toPresident. beThis ~~approximately~~funding ~~their~~included ~~respective~~paying ~~carrying~~professional ~~values~~fees, ~~reported~~interest on the ~~these~~affiliated ~~statements~~debt, ~~because~~as well as accruing $500 per month for management fees. Affiliated party debt increased 20% at June 30, 2012 as compared to June 30, 2011. This increase represents the accrual of ~~their~~the ~~short~~monthly ~~maturities~~management fee for fiscal 2012, additional advances of $18,500 during fiscal 2012 and interest of $49,098 on the amounts due Strategic. We used these additional advances for general working capital.

~~Our~~For ~~accounting~~fiscal ~~policies~~2012 ~~and~~net ~~recent~~cash used ~~accounting~~in ~~pronouncements~~operating ~~are~~activities ~~described~~was in$74,393 ~~Note~~compared 4 to ~~our~~net ~~audited~~cash ~~financial~~used ~~statements~~in ~~for~~operating ~~the~~activities of $73,075 for fiscal ~~years~~2011. ~~ended~~In ~~June~~each of ~~30,~~fiscal ~~2011~~2012 and ~~2010~~fiscal on2011 ~~Form~~this ~~10-K~~represents ~~filed~~cash ~~with~~used to pay our operating expense and accrual of the ~~SEC~~interest on the affiliated convertible judgment debt.

~~Off-Balance~~For ~~Sheet~~fiscal ~~Arrangements~~2012 net cash provided by financing activities was $73,598 as compared to $69,987 for fiscal 2011. In each period these amounts represented the increase in amounts due Strategic as described above.

We currently do not have sufficient cash to meet any ~~off-balance~~of ~~sheet~~our ~~arrangements,~~current ~~investments~~or inanticipated ~~special~~obligations ~~purpose~~for ~~entities~~the ornext ~~undisclosed~~12 ~~borrowings~~months. We do not have any internal or ~~debt~~external sources of capital and are dependent upon advances from Strategic for funds necessary to pay our operating expenses. ~~Additionally,~~Our ability to continue as a going concern depends on Strategic’s continued funding of our operating expenses and our ability to seek out potential merger and acquisition partners. If we are not aable ~~party~~to access capital as necessary it is possible we will be unable to ~~any~~close ~~derivative~~an ~~contracts~~acquisition orwhich ~~synthetic~~will ~~leases~~provide operating revenues to our company. In that event, the likelihood that we can continue as a going concern is doubtful and investors could lose their entire investment in our company.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~8

~~Not~~Critical ~~applicable~~Accounting ~~to a smaller reporting company.~~Policies

12The significant accounting policies are summarized as follows:

~~ITEM~~Use 8.of ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Estimates

Our ~~financial~~management ~~statements~~has ~~are~~made a ~~contained~~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 ~~pages~~conformity ~~F-1~~with ~~through~~accounting ~~F-13,~~principles ~~which~~generally ~~appear~~accepted atin the ~~end~~United States of ~~this~~America. ~~annual~~Actual ~~report~~results could differ from those estimates.

~~ITEM~~Fair 9.Value ~~CHANGES~~of INFinancial ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Instruments

~~None~~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. FASB ASC 820 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 June 30, 2012. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

~~ITEM~~Management ~~9A.~~has ~~CONTROLS~~estimated the ~~AND~~fair ~~PROCEDURES~~values of cash, accounts payable and accrued expenses to be approximately their respective carrying values reported on these statements because of their short maturities.

~~Disclosure~~Our ~~Controls~~accounting policies and ~~Procedures~~recent accounting pronouncements are described in Note 4 to our audited financial statements for the fiscal years ended June 30, 2012 and 2011 on Form 10-K filed with the SEC.

~~Our~~Off-Balance ~~Chief~~Sheet Executive Officer and our principal financial and accounting officer are responsible for establishing and maintaining disclosure controls and procedures for us. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our principal financial and accounting officer, to allow timely decisions regarding required disclosure.Arrangements

~~Our~~We ~~management~~do ~~does~~ not ~~expect~~have that our disclosure controls or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, 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 a company have been detected. These inherent limitations include the realities that judgments in decision~~off-~~making~~balance sheet ~~can be faulty~~arrangements, ~~and~~investments ~~that~~in ~~breakdowns~~special ~~can~~purpose ~~occur~~entities ~~because~~or ofundisclosed ~~simple~~borrowings ~~error~~ or ~~mistake~~debt. Additionally, ~~controls~~we ~~can~~are benot ~~circumvented~~a byparty to ~~the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of~~ any ~~systems~~derivative ofcontracts controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or ~~the~~synthetic ~~degree of compliance with the policies or procedures may deteriorate~~leases. ~~Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~

AsITEM required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2011, the end of the period covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures7A. AsQUANTITATIVE ofAND ~~the~~QUALITATIVE ~~evaluation~~DISCLOSURES ~~date,~~ABOUT ~~our~~MARKET Chief Executive Officer and principal financial and accounting officer, concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosureRISK.

~~Management’s~~Not ~~Report~~applicable onto ~~Internal~~a ~~Control~~smaller ~~over~~reporting ~~Financial Reporting~~company.

~~Our~~ITEM ~~management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934~~8. ~~Our~~FINANCIAL ~~management~~STATEMENTS ~~assessed~~AND ~~the~~SUPPLEMENTARY ~~effectiveness of our internal control over financial reporting as of June 30, 2011~~DATA. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of June 30, 2011 our internal control over financial reporting is effective based on this criteria.

~~Changes~~Our financial statements are contained in ~~Internal~~pages F-1 ~~Control~~through ~~over~~F-13, ~~Financial~~which ~~Reporting~~appear at the end of this annual report.

~~There~~ITEM ~~was~~9. noCHANGES ~~change~~IN inAND ~~our~~DISAGREEMENTS ~~internal~~WITH ~~control~~ACCOUNTANTS ~~over~~ON ~~financial~~ACCOUNTING ~~reporting~~AND ~~identified~~FINANCIAL in connection with our evaluation that occurred during our last fiscal quarter (our fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingDISCLOSURE.

13None.

ITEM 9B9A. ~~OTHER~~CONTROLS ~~INFORMATION~~AND PROCEDURES.

~~None.~~Disclosure Controls and Procedures

~~PART~~Our ~~III~~Chief Executive Officer and our principal financial and accounting officer are responsible for establishing and maintaining disclosure controls and procedures for us. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our principal financial and accounting officer, to allow timely decisions regarding required disclosure.

~~ITEM~~Our 10management does not expect that our disclosure controls or our internal controls will prevent all error and fraud. ~~DIRECTORS~~A control system, ~~EXECUTIVE~~no ~~OFFICERS~~matter ~~AND~~how well ~~CORPORATE~~conceived ~~GOVERNANCE~~and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, 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 a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2012, the end of the period covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the evaluation date, our Chief Executive ~~officers~~Officer and ~~directors~~principal financial and accounting officer, concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Name	Age	Positions
David Miller	65	Chairman of the Board, President and Secretary
Philip Bloom	56	Principal Financial and Accounting Officer, Treasurer
John H. Roach, Jr.	68	Director
Ralph Wilson	80	Director

~~David~~Management’s ~~Miller.~~Report ~~Mr. Miller served~~ on ~~our~~Internal Board of Directors from November 2004 to December 2005 and from June 2007 to the present. From March 2005 to the present, he has also served as our President. From September 1997 to the present, Mr. Miller has served in the positions of Chairman, President and Chief Executive Officer of Strategic Capital Resources, Inc., a privately owned real estate specialty financing company, that is now selling and disposing of its real estate as well as pursuing claims against former clients. Mr. Miller is the chairman of the privately owned corporations, Lite ‘N Low, Inc. and Priority Capital Corp. Mr. Miller has Control over 40Financial ~~years~~Reporting ~~of experience in the finance industry.~~

~~Philip~~Our ~~Bloom.~~management ~~Mr.~~is ~~Bloom~~responsible for ~~was~~establishing ~~appointed~~and inmaintaining ~~May~~adequate ~~2008~~internal ascontrol ~~our~~over ~~Principal~~financial ~~Financial~~reporting ~~and~~as ~~Accounting~~defined ~~Officer. Mr. Bloom has been~~ in ~~South~~Rule ~~Florida~~13a-15(f) ~~for~~under the ~~past~~Securities Exchange 17Act ~~years~~of in1934. ~~the~~Our ~~financial~~management ~~services~~assessed ~~industry.~~the ~~Mr.~~effectiveness ~~Bloom~~of isour ~~currently~~internal ~~with~~control ~~The~~over ~~Bellestar~~financial ~~Companies~~reporting as ~~a Senior Consultant to the development and structuring~~ of aJune ~~credit based~~30, ~~commercial real estate first mortgage fund~~ 2012. ~~From~~In ~~2007~~making ~~through~~this ~~2009~~assessment, ~~Mr.~~our ~~Bloom~~management ~~was~~used ~~with~~the ~~The~~criteria ~~CCR~~set ~~Companies~~forth asby ~~Chief Lending Officer managing~~ the ~~work-out~~Committee of aSponsoring ~~portfolio~~Organizations of ~~mezzanine~~the Treadway ~~loans.~~Commission ~~Prior~~(“COSO”) toin ~~working~~Internal ~~for~~Control-Integrated ~~CCR Companies, Mr~~Framework. ~~Bloom~~Our ~~worked~~management ~~for~~has ~~Floridian~~concluded ~~Community~~that, ~~Bank~~ as of ~~Senior~~June ~~Vice~~30, ~~President/Senior~~2012 ~~Lending~~our ~~Officer.He~~internal ~~has~~control ~~served~~over onfinancial ~~the~~reporting ~~Board~~is ofeffective ~~Directors~~based ofon ~~Strategic~~this ~~Capital Resources, Inc~~criteria. ~~since May 2007.~~

~~John~~Changes H. (Casey) Roach, Jr. Mr. Roach has served as on our Board of Director since March 2005. Since December 2006, Mr. Roach has served as Senior Managing Director and Senior Vice President of TD Wealth Management (formerly Commerce Bank Private Banking division). Mr. Roach’s appointment at TD Wealth Management marked the launch of a dedicated private banking team to serve high net worth clients in ~~the~~Internal ~~Westchester~~Control ~~and~~over Connecticut markets. Mr. Roach is an experienced financial services executive whose career, which spans more that 40 years, has focused on asset and wealth management, corporate finance, investment banking, credit and insurance. He is on the Board of Directors of several companies including Priva Technologies, Inc., a firm which specializes in authentication and security and Strategic Capital Resources, Inc., a specialty financing company.Financial Reporting

~~Ralph~~There J.was ~~Wilson.~~no ~~Mr.~~change ~~Wilson~~in our ~~has~~internal ~~served~~control asover afinancial ~~member~~reporting ofidentified ~~our~~in ~~Board~~connection ofwith ~~Directors~~our ~~since~~evaluation ~~March~~that ~~2005.~~occurred ~~Mr.~~during ~~Wilson~~our ~~has~~last ~~served~~fiscal quarter as(our ~~the~~fourth ~~director,~~fiscal ~~secretary~~quarter ~~and~~in ~~treasurer~~the case of ~~Comet~~an ~~Electronics~~annual ~~Corporation,~~report) athat ~~privately~~has ~~held~~materially ~~electronics~~affected, ~~manufacturer~~or ~~from~~is ~~November~~reasonably ~~1966~~likely to ~~present.~~materially affect, Heour ~~also~~internal ~~has~~control ~~served~~over onfinancial ~~the Board of Directors of Strategic Capital Resources, Inc~~reporting. ~~since 1995.~~

~~There~~ITEM ~~are no family relationships between our officers and directors~~9B. ~~Each~~OTHER ~~director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified~~INFORMATION.

~~Agreement with Strategic~~None.

~~Strategic~~PART is currently providing day-to-day management services to the Company pursuant to a letter agreement, date June 30, 2011, for a management fee of $500.00 per month. Strategic’s responsibilities under the agreement include the following services:III

●ITEM ~~provision~~10. ~~of storage space; ● maintenance of the books and records of the Company; ● administrative assistance in the preparation and filing of quarterly and annual financial statements~~DIRECTORS, asEXECUTIVE ~~well~~OFFICERS asAND ~~registration~~CORPORATE ~~statements; and ● other administrative and management services as may be reasonably required, not to exceed five hours per month~~GOVERNANCE.

14Executive officers and directors

Such additional services may include reviewing and analyzing business combination opportunities for the Company, performing due diligence, and recommending potential merger or acquisition opportunities.

Name	Age	Positions
David Miller	66	Chairman of the Board, President and Secretary
Philip Bloom	57	Principal Financial and Accounting Officer, Treasurer
Ralph Wilson	81	Director

~~Compliance~~David ~~with~~Miller. ~~Section~~Mr. Miller ~~16(~~served on our Board of Directors from November 2004 to December 2005 and from June 2007 to the present. From March 2005 to the present, he has also served as our President. From September 1997 to the present, Mr. Miller has served in the positions of Chairman, President and Chief Executive Officer of Strategic Capital Resources, Inc., a) privately owned real estate specialty financing company that is now selling and disposing of its real estate as well as pursuing claims against former clients. Mr. Miller is the ~~Exchange~~chairman ~~Act~~of the privately owned corporations, Lite ‘N Low, Inc. and Priority Capital Corp. Mr. Miller has over 40 years of experience in the finance industry.

~~Section~~Philip ~~16(a)~~Bloom. ofMr. Bloom ~~the~~was ~~Securities~~appointed ~~Exchange~~in ~~Act~~May of2008 ~~1934,~~ as ~~amended, requires~~ our ~~executive~~Principal ~~officers~~Financial and ~~directors,~~Accounting ~~and~~Officer. ~~persons~~Mr. ~~who~~Bloom ~~beneficially~~has ~~own~~been ~~more~~in ~~than~~South ~~10%~~Florida offor athe past ~~registered~~18 ~~class~~years ofin ~~our~~the ~~equity~~financial ~~securities~~services toindustry. ~~file~~Mr. ~~with~~Bloom ~~the~~is ~~Securities~~currently ~~and~~with ~~Exchange~~The ~~Commission~~Bellestar ~~initial~~Companies ~~statements~~as ofa ~~beneficial~~Senior ~~ownership,~~Consultant ~~reports~~to the ofdevelopment ~~changes in ownership~~ and ~~annual~~structuring ~~reports~~of ~~concerning~~a ~~their~~credit ~~ownership~~based, ofcommercial ~~our~~real ~~common~~estate ~~shares~~first ~~and~~mortgage ~~other~~fund. ~~equity~~From ~~securities,~~2007 onthrough ~~Forms 3~~2009, ~~4 and 5 respectively~~Mr. ~~Executive~~Bloom was ~~officers,~~with ~~directors~~The ~~and~~CCR ~~greater~~Companies ~~than~~as ~~10%~~Chief ~~stockholders~~Lending ~~are~~Officer ~~required~~managing by the ~~SEC~~work-out ~~regulations to furnish us with copies~~ of ~~all Section 16(~~a) ~~reports~~portfolio ~~they file. Based on our review~~ of ~~the~~mezzanine ~~copies~~loans. ofPrior ~~such forms received by us, and~~ to ~~the~~working ~~best~~for CCR ~~of our knowledge~~Companies, ~~all~~Mr. ~~executive~~Bloom ~~officers,~~worked ~~directors~~for ~~and~~Floridian ~~persons~~Community ~~holding~~Bank ~~greater~~as ~~than~~Senior ~~10%~~Vice ofPresident/Senior ~~our~~Lending ~~issued~~Officer. ~~and~~He ~~outstanding~~has ~~stock~~served ~~have~~on the ~~filed~~Board ~~the~~of ~~required~~Directors ~~reports~~of inStrategic aCapital ~~timely~~Resources, ~~manner~~Inc. ~~during~~since ~~fiscal~~May ~~2011~~2007.

~~Code~~Ralph J. Wilson. Mr. Wilson has served as a member of ~~Ethics~~our Board of Directors since March 2005. Mr. Wilson has served as the director, secretary and ~~Business~~treasurer ~~Conduct~~of Comet Electronics Corporation, a privately held electronics manufacturer from November 1966 to present. He also has served on the Board of Directors of Strategic Capital Resources, Inc. since 1995.

~~Due~~There are tono ~~the~~family ~~limited~~relationships ~~scope~~between of our ~~current~~officers ~~operations,~~and ~~the~~directors. ~~Company~~Each ~~has~~director ~~not~~is ~~yet~~elected ~~adopted~~at aour ~~Code~~annual meeting of ~~Business Conduct~~ stockholders and ~~Ethics~~holds ~~that~~office ~~applies~~until tothe ~~our~~next ~~principal~~annual ~~executive~~meeting ~~officer,~~of ~~principal financial officer~~stockholders, ~~principal accounting officer~~ or ~~controller,~~until orhis ~~persons~~successor ~~performing~~is ~~similar~~elected ~~functions. However, upon the completion of a reverse merger transaction or business combination with an operating company, we intend to adopt a formal Code of Business Conduct~~ and ~~Ethics~~qualified.

~~Committees~~Agreement ofwith ~~our Board of Directors~~Strategic

~~Our~~Strategic is ~~Board~~currently ofproviding ~~Directors~~day-to-day ~~has~~management ~~not~~services ~~established~~to ~~any~~the ~~committees,~~Company ~~including~~pursuant anto ~~Audit Committee,~~ a ~~Compensation~~letter ~~Committee~~agreement, ordated aJune ~~Nominating~~30, ~~Committee~~2011, ~~any committee performing~~ for a ~~similar~~management ~~function.~~fee ~~The functions~~ of ~~those~~$500 ~~committees~~per ~~are being undertaken by Board of Directors as a whole~~month. ~~Because~~Strategic’s weresponsibilities ~~are~~under athe ~~shell~~agreement ~~company~~include ~~with no operations, we believe that~~ the ~~establishment~~following ~~of these committees would be more form over substance.~~services:

We• doprovision ~~not have a policy regarding the consideration~~ of ~~any~~storage director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.space;

~~Neither~~• maintenance of ~~our directors is an “audit committee financial expert” within~~ the ~~meaning~~books ofand ~~Item~~records ~~401(e)~~ of ~~Regulation S-K. In general, an “audit committee financial expert” is an individual member of~~ the ~~audit committee or Board of Directors who:~~Company;

●• ~~understands~~administrative ~~generally~~assistance ~~accepted~~in ~~accounting~~the ~~principles~~preparation and ~~financial~~filing ~~statements, ● is able to assess the general application~~ of ~~such~~quarterly ~~principles in connection with accounting for estimates, accruals~~ and ~~reserves,~~annual ~~● has experience preparing, auditing, analyzing or evaluating~~ financial statements, ~~comparable~~as towell ~~the~~as ~~breadth~~registration ~~and complexity to our financial~~ statements,; ~~● understands internal controls over financial reporting,~~ and ~~● understands audit committee functions.~~

We• ~~are~~other ~~not~~administrative ~~currently~~and ~~otherwise~~management ~~subject~~services toas ~~any~~may ~~law,~~be ~~rule~~reasonably ~~or regulation requiring that all or any portion of our Board of Directors include “independent” directors~~required, ~~nor~~not ~~are we required~~ to ~~establish~~exceed orfive ~~maintain~~hours anper ~~Audit Committee or other committee of our Board of Directors~~month.

15Such additional services may include reviewing and analyzing business combination opportunities for the Company, performing due diligence, and recommending potential merger or acquisition opportunities.

~~ITEM~~Compliance ~~11.~~with ~~EXECUTIVE~~Section ~~COMPENSATION.~~16(a) of the Exchange Act

~~The~~Section 16(a) ~~following~~of ~~table~~the ~~summarizes~~Securities ~~all~~Exchange ~~compensation~~Act ~~recorded~~of by1934, usas inamended, ~~fiscal~~requires ~~2011~~our executive officers and ~~fiscal~~directors, ~~2010~~and ~~for~~persons who beneficially own more than 10% of a registered class of our ~~then~~equity ~~principal~~securities ~~executive~~to ~~officer,~~file ~~each~~with ~~other~~the ~~executive~~Securities ~~officer~~and ~~serving~~Exchange asCommission initial ~~such~~statements ~~whose~~of beneficial ownership, reports of changes in ownership and annual ~~compensation~~reports ~~exceeded~~concerning ~~$100~~their ownership of our common shares and other equity securities,~~000~~ on Forms 3, 4 and up5 respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to ~~two~~furnish ~~additional~~us ~~individuals~~with ~~for~~copies ~~whom~~of ~~disclosure~~all ~~would~~Section ~~have~~16(a) ~~been~~reports ~~made~~they infile. ~~this~~Based ~~table~~on ~~but~~our review ~~for~~of the ~~fact~~copies ~~that~~of ~~the~~such ~~individual~~forms ~~was~~received ~~not~~by ~~serving~~us, asand anto ~~executive~~the ~~officer~~best of our ~~company~~knowledge, atall ~~June~~executive 30officers, ~~2011.~~directors ~~The~~and ~~value~~persons holding ~~attributable~~greater tothan ~~any~~10% ~~option~~of ~~awards~~our isissued ~~computed~~and inoutstanding ~~accordance~~stock ~~with~~have ~~FASB~~filed ~~ASC~~the ~~Topic~~required ~~718~~reports in a timely manner during fiscal 2012.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)		Stock Awards ($)		Option Award ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)	(c)	(d)		(e)		(f)		(g)		(h)		(i)		(j)
David Miller 1	2011	6,000		0		0		0		0		0		0	6,000
	2010	6,000		0		0		0		0		0		0	6,000

Code of Ethics and Business Conduct

~~1 Mr. Miller is not directly compensated for his services~~ Due to ~~us. Under~~ the ~~terms~~limited scope of ~~the~~our ~~June~~current 30operations, ~~2011~~the ~~written~~Company ~~management~~has ~~agreement~~not ~~with~~yet ~~Strategic~~adopted ~~described~~a ~~below,~~Code itof ~~provides~~Business ~~various~~Conduct ~~services~~and toEthics usthat inapplies to ~~exchange~~our ~~for~~principal aexecutive ~~monthly~~officer, ~~management~~principal ~~fee~~financial ~~of $500~~officer, ~~which~~principal ~~has~~accounting ~~been~~officer ~~accrued~~or ~~and~~controller, ~~not~~or ~~paid.~~persons ~~Strategic~~performing similar ~~is controlled by Mr~~functions. ~~Miller.~~ However, weupon ~~believe~~the ~~that~~completion ~~the~~of ~~services~~a ~~and~~reverse ~~expenses~~merger ~~charged~~transaction byor ~~Strategic~~business ~~merely~~combination ~~reimburse~~with ~~Strategic~~an ~~for~~operating ~~its~~company, we ~~out~~intend ofto ~~pocket~~adopt ~~costs~~a ~~associated~~formal ~~with~~Code ~~the~~of ~~services~~Business ~~provided~~Conduct and ~~should not be construed as compensation to Mr~~Ethics. ~~Miller.~~

~~Outstanding~~Committees ~~Equity~~of ~~Awards~~our atBoard ~~Fiscal~~of ~~Year-End~~Directors

~~The~~Our Board ~~following~~of ~~table~~Directors ~~provides~~has ~~information~~not ~~concerning~~established ~~unexercised~~any ~~options~~committees, ~~stock~~including ~~that~~an ~~has~~Audit ~~not~~Committee, ~~vested~~a ~~and~~Compensation ~~equity~~Committee ~~incentive~~or ~~plan~~a ~~awards~~Nominating Committee, ~~for~~any ~~each~~committee ~~named~~performing ~~executive~~a ~~officer~~similar ~~outstanding~~function. asThe functions of ~~June~~those 30committees are being undertaken by Board of Directors as a whole. Because we are a shell company with no operations, ~~2011:~~we believe that the establishment of these committees would be more form over substance.

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options(#)Exercisable

Number of Securities Underlying Unexercised Options(#)Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#)

Option Exercise Price($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested(#)

Market Value of Shares or Units of Stock That Have Not Vested($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(#)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

David Miller

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

~~Compensation~~Neither of our directors is an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

We• ~~have~~understands ~~not~~generally ~~established~~accepted ~~standard~~accounting ~~compensation~~principles ~~arrangements for our directors~~ and ~~our~~financial ~~directors currently do not receive compensation for their services to us.~~statements,

16• is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

~~ITEM~~• ~~12.~~has ~~SECURITY~~experience ~~OWNERSHIP~~preparing, OFauditing, ~~CERTAIN~~analyzing ~~BENEFICIAL~~or ~~OWNERS~~evaluating ~~AND~~financial ~~MANAGEMENT~~statements ~~AND~~comparable ~~RELATED~~to ~~STOCKHOLDER~~the ~~MATTERS.~~breadth and complexity to our financial statements,

At• ~~September12,~~understands ~~2011,~~internal wecontrols ~~had~~over ~~16,168,733shares~~financial ~~of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of September12~~reporting, ~~2011by:~~and

●• ~~each~~understands ~~person~~audit ~~known~~committee by us to be the beneficial owner of more than 5% of our common stock; ● each of our directors; ● each of our named executive officers; and ● our named executive officers, directors and director nominees as a groupfunctions.

~~Unless~~We are ~~otherwise~~not ~~indicated,~~currently ~~the~~otherwise ~~business~~subject ~~address~~to ofany ~~each person listed is in care of 1801 North Military Trail~~law, ~~Suite~~rule ~~203,~~or ~~Boca~~regulation ~~Raton,~~requiring ~~Florida~~that ~~33431. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person,~~ all ~~shares~~or ofany ~~our~~portion ~~common stock outstanding on that date and all shares~~ of our ~~common~~Board ~~stock issuable to that holder in the event~~ of ~~exercise~~Directors include of“independent” ~~outstanding options~~directors, ~~warrants,~~nor ~~rights or conversion privileges owned by that person at that date which~~ are ~~exercisable~~we ~~within~~required 60to ~~days~~establish ofor ~~that~~maintain ~~date.~~an ~~Except~~Audit asCommittee ~~otherwise~~or ~~indicated,~~other ~~the persons listed below have sole voting and investment power with respect to all shares~~ committee of our ~~common~~Board ~~stock~~of ~~owned by them, except to the extent that power may be shared with a spouse~~Directors.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		% of Class
David Miller 1		14,645,000		84.8	%
Philip Bloom		0		—
John H. Roach, Jr.		0		—
Ralph J. Wilson		0		—
All officers and directors as a group (four persons) 1		14,645,000		84.8	%
Scott Miller		1,875,000		11.6	%
Strategic Capital Resources, Inc. 2		1,520,000		8.8	%
Helen Miller Irrevocable Trust 3		1,770,000		10.9	%

1ITEM ~~The number of shares owned by Mr~~11. ~~Miller~~EXECUTIVE ~~includes:~~COMPENSATION.

●The following ~~11,355,000~~table ~~shares~~summarizes ~~owned~~all ~~individually,~~compensation ●recorded ~~420,000~~by ~~shares~~us ofin ~~common~~fiscal ~~stock~~2012 ~~which~~and ~~are~~fiscal ~~presently~~2011 ~~outstanding~~for ~~and~~our 1then principal executive officer, each other executive officer serving as such whose annual compensation exceeded $100,000, ~~shares~~and ofup ~~common~~to ~~stock~~two ~~issuable~~additional ~~upon~~individuals for ~~the~~whom ~~exercise~~disclosure ofwould ~~warrants~~have ~~held~~been bymade ~~Strategic~~in ~~over~~this ~~which~~table ~~Mr.~~but ~~Miller~~for ~~holds~~the ~~voting~~fact ~~and~~that ~~dispositive~~the ~~control,~~individual ~~and~~was ●not ~~1,770,000~~serving ~~held~~as inan ~~the~~executive ~~Helen~~officer of ~~Miller~~our ~~Irrevocable~~company ~~Trust~~at ofJune ~~which~~30, Mr2012. ~~Miller~~The value attributable to any option awards is ~~the~~computed ~~beneficiary~~in accordance with FASB ASC Topic 718.

	The number of shares beneficially owned by Mr. Miller excludes the 1,875,000 shares owned by Mr. Miller’s son, Scott Miller, for which Mr. Miller disclaims beneficial ownership.
SUMMARY COMPENSATION TABLE
2	Includes 1,100,000 shares of common stock issuable upon the exercise of a warrant expiring in March 2012 with an exercise price of $0.001 per share. Mr. David Miller hold voting and dispositive control over securities held of record by Strategic Capital Resources, Inc.
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Award ($)	Non-Equity Incentive Plan Compensation Earnings ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
3	LiboFineberg, as trustee of the Helen Miller Irrevocable Trust, holds voting and dispositive control over securities held by the trust. Mr. Miller is the beneficiary of the trust.
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
David Miller 1	2012	6,000	0	0	0	0	0	0	6,000
	2011	6,000	0	0	0	0	0	0	6,000

~~ITEM~~1 Mr. 13Miller is not directly compensated for his services to us. ~~CERTAIN~~Under ~~RELATIONSHIPS~~the ~~AND~~terms ~~RELATED~~of ~~TRANSACTIONS~~the June 30, ~~AND~~2011 ~~DIRECTOR~~written ~~INDEPENDENCE~~management agreement with Strategic described below, it provides various services to us in exchange for a monthly management fee of $500, which has been accrued and not paid. Strategic is controlled by Mr. Miller. However, we believe that the services and expenses charged by Strategic merely reimburse Strategic for its out of pocket costs associated with the services provided and should not be construed as compensation to Mr. Miller.

AsOutstanding ~~described~~Equity ~~elsewhere~~Awards herein, we are a party to an agreement with Strategic under which it provides various services to us for a monthly fee of $500. In addition, it pays various expenses for us associated to our filing obligations under federal securities laws. At June 30, 2011 we owed Strategic $375,305. The loan amount due is payable on demand and bears interest at ~~12%~~Fiscal ~~per~~Year-End annum. Interest is due and added to the payable amount on the first day of each month. Interest was expensed in the amount of $40,987 during fiscal 2011. Management believes that the terms of the loan were made on equal or better terms than were available elsewhere.

AtThe following ~~June~~table ~~30,~~provides ~~2011~~information weconcerning ~~owe~~unexercised ~~JJFN $239~~options,~~649~~ ~~under~~stock ~~the~~that ~~JJFN~~has ~~Judgment~~not ~~which~~vested isand ~~described~~equity ~~earlier~~incentive inplan ~~this~~awards for ~~report.~~each ~~JJFN,~~named aexecutive ~~subsidiary~~officer ofoutstanding ~~Strategic,~~as isof ~~controlled~~June by30, ~~Mr. Miller.~~2012:

OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#)Exercisable	Number of Securities Underlying Unexercised Options (#)Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
David Miller	0	0	0	0	0	0	0	0	0

~~Director~~Compensation ~~Independence~~of Directors

~~Messrs.~~We have ~~Roach~~not ~~and~~established ~~Wilson~~standard ~~are~~compensation ~~considered~~arrangements ~~“independent”~~for ~~within~~our ~~the~~directors ~~meaning~~and ofour ~~Rule~~directors ~~5605~~currently ofdo ~~the~~not ~~NASDAQ~~receive ~~Marketplace~~compensation for ~~Rules~~their services to us.

ITEM 1412. ~~PRINCIPAL~~SECURITY ~~ACCOUNTING~~OWNERSHIP ~~FEES~~OF CERTAIN BENEFICIAL OWNERS AND ~~SERVICES~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~The~~At September ~~following~~28, ~~table~~2012, ~~shows~~we ~~the~~had ~~fees~~16,168,733 ~~that~~shares ~~were~~of ~~billed~~our ~~for~~common ~~the~~stock ~~audit~~issued and ~~other~~outstanding. ~~services~~The ~~provided~~following bytable ~~Sherb~~sets &forth information ~~Co.,~~regarding ~~LLP~~the ~~for~~beneficial ~~each~~ownership of ~~fiscal~~our ~~2011~~common ~~and~~stock ~~fiscal~~as ~~2010.~~of September 28, 2012 by:

	2011		2010
Audit Fees	$	14,500	$	14,500
Audit- Related Fees		0		0
Tax Fees		1,500		1,500
All Other Fees		0		0
Total	$	16,000	$	16,000

•

each person known by us to be the beneficial owner of more than 5% of our common stock;

~~Audit~~• ~~Fees~~each ~~— This category includes the audit~~ of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.directors;

~~Audit-Related~~• ~~Fees~~each ~~— This category consists~~ of ~~assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of~~ our ~~financial~~named ~~statements~~executive ~~and~~officers; ~~are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities~~ and ~~Exchange Commission and other accounting consulting.~~

~~Tax~~• ~~Fees — This category consists of professional services rendered by~~ our ~~independent~~named ~~registered~~executive ~~public~~officers, ~~accounting~~directors ~~firm for tax compliance~~ and ~~tax~~director ~~advice.~~nominees ~~The~~as ~~services~~a ~~for the fees disclosed under this category include tax return preparation and technical tax advice~~group.

~~All~~Unless otherwise ~~Other~~indicated, ~~Fees~~the —business ~~This~~address ~~category~~of ~~consists~~each person listed is in care of ~~fees~~1801 North Military Trail, Suite 204, Boca Raton, Florida 33431. The percentages in the table have been calculated on the basis of treating as outstanding for ~~other~~a ~~miscellaneous~~particular ~~items~~person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2011 were pre-approved by the entire Board of Directors.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	% of Class
David Miller ¹	14,645,000	84.8%
Philip Bloom	0	-
John H. Roach, Jr.	0	-
Ralph J. Wilson	0	-
All officers and directors as a group (four persons) ¹	14,645,000	84.8%
Scott Miller	1,875,000	11.6%
Strategic Capital Resources, Inc. ²	1,520,000	8.8%
Helen Miller Irrevocable Trust ³	1,770,000	10.9%

~~This~~1 ~~Space~~The ~~Intentionally~~number ~~Left~~of ~~Blank~~shares owned by Mr. Miller includes:

18• 11,355,000 shares owned individually,

~~PART~~• IV420,000 shares of common stock which are presently outstanding and 1,100,000 shares of common stock issuable upon the exercise of warrants held by Strategic over which Mr. Miller holds voting and dispositive control, and

~~ITEM~~• 151,770,000 held in the Helen Miller Irrevocable Trust of which Mr. ~~EXHIBITS,~~Miller ~~FINANCIAL~~is ~~STATEMENT~~the ~~SCHEDULES~~beneficiary.

The number ~~following~~of ~~documents~~shares ~~are~~beneficially ~~filed~~owned asby aMr. ~~part~~Miller ofexcludes ~~this~~the ~~report~~1,875,000 orshares ~~are~~owned ~~incorporated~~ by ~~reference~~Mr. toMiller’s ~~previous~~son, ~~filings~~Scott Miller, for ifwhich soMr. ~~indicated:~~Miller disclaims beneficial ownership.

Exhibit No.		Description of Exhibit
2.1		Articles of Merger, as filed with the Secretary of State of the State of Nevada on April 11, 1997, by Comstock Tailings Company (1)
2.2		Agreement and Plan of Share Exchange dated March 31, 1997 between Comstock Tailings Company and Iron Holdings Corp. (1)
2.3		Agreement and Plan of Merger by and among Monarch Investment Properties, Inc. and All American Home Products, LLC, dated as of December 18, 2007. (2)
2.4		Amendment to Agreement and Plan of Merger, effective as of February 29, 2008, by and among Monarch Investment Properties, Inc. and All American Home Products, LLC. (3)
3.1.1		Articles of Incorporation of Comstock Tailings Company, as filed with the Secretary of State of the State of Nevada on May 13, 1988. (1)
3.1.2		Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on October 16, 1997. (1)
3.1.3		Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on July 15, 1998. (1)
3.1.4		Amended and Restated Articles of Incorporation of Monarch Investment Properties, Inc. as filed with the Secretary of State of the State of Nevada on September 25, 2007. (1)
3.2		Amended and Restated By-Laws of Monarch Investment Properties, Inc. (1)
4.1		Common Stock Purchase Warrant to purchase 1,100,000 shares of Common Stock of Monarch Investment Properties, Inc., issued to Strategic Capital Resources, Inc. (1)
10.1		Letter Agreement, by and between Monarch Investment Properties, Inc. and Strategic Capital Resources, Inc., dated July 9, 2007. (1)
10.2		Letter dated April 1, 2009 to All American Home Products, LLC. (4)
10.3		Letter dated March 13, 2009 to All American Home Products, LLC. (4)
31.1		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer*
32.1		Section 1350 certification of Chief Executive Officer *
32.2		Section 1350 certification of principal financial and accounting officer*

Includes 1,100,000 shares of common stock issuable upon the exercise of a warrant expiring in March 2012 with an exercise price of $0.001 per share. Mr. David Miller hold voting and dispositive control over securities held of record by Strategic Capital Resources, Inc.

*3 ~~filed~~Libo ~~herewith~~Fineberg, as trustee of the Helen Miller Irrevocable Trust, holds voting and dispositive control over securities held by the trust. Mr. Miller is the beneficiary of the trust.

(1)	Incorporated by reference to the Registration Statement on Form 10, SEC File No. 333-52754, as amended.
(2)	Incorporated by reference to the Current Report on Form 8-K as filed on December 26, 2007.
(3)	Incorporated by reference to the Current Report on Form 8-K as filed on May 30, 2008.
(4)	Incorporated by reference to the Current Report on Form 8-K as filed on April 1, 2009.

~~This~~As described ~~Space~~elsewhere ~~Intentionally~~herein, ~~Left~~we ~~Blank~~are a party to an agreement with Strategic under which it provides various services to us for a monthly fee of $500. In addition, it pays various expenses for us associated to our filing obligations under federal securities laws. At June 30, 2012 we owed Strategic $448,903. The loan amount due is payable on demand and bears interest at 12% per annum. Interest is due and added to the payable amount on the first day of each month. Interest was expensed in the amount of $49,098 during fiscal 2012. Management believes that the terms of the loan were made on equal or better terms than were available elsewhere.

19At June 30, 2012 we owe JJFN $254,297 under the JJFN Judgment which is described earlier in this report. JJFN, a subsidiary of Strategic, is controlled by Mr. Miller.

~~SIGNATURES~~Director Independence

~~Pursuant~~Mr. Wilson tois ~~the~~considered ~~requirements~~“independent” ofwithin ~~Section~~the 13meaning ~~or 15(d)~~ of ~~the~~Rule ~~Securities~~5605 ~~Exchange Act~~ of ~~1934,~~ the ~~registrant~~NASDAQ ~~has~~Marketplace ~~duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Rules.

	Monarch Investment Properties, Inc.
Date: September 12, 2011	By:	/s/ David Miller
	Chief Executive Officer

~~Pursuant~~ITEM to14. ~~the~~PRINCIPAL ~~requirements~~ACCOUNTING ofFEES ~~the~~AND ~~Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated~~SERVICES.

Signature	Title	Date
/s/ David Miller	Chairman of the Board of Directors, Chief Executive Officer, Principal Executive Officer	September 12, 2011
David Miller
/s/ Philip Bloom	Principal Financial and Accounting Officer	September 12, 2011
Philip Bloom
/s/ John H. Roach, Jr.	Director	September 12, 2011
John H. Roach, Jr.
/s/ Ralph Wilson	Director	September 12, 2011
Ralph Wilson

The following table shows the fees that were billed for the audit and other services provided by Sherb & Co., LLP for each of fiscal 2012 and fiscal 2011.

	2012		2011
Audit Fees	$	10,000	$	14,500
Audit- Related Fees		0		0
Tax Fees		1,500		1,500
All Other Fees		0		0
Total	$	11,500	$	16,000

~~Monarch~~Audit Fees ~~Investment~~— ~~Properties~~This category includes the audit of our annual financial statements, ~~Inc~~review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

~~Financial~~Audit-Related Fees ~~Statements~~— This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

~~June~~Tax Fees ~~30,~~— ~~2011~~This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and ~~2010~~tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

~~Released:~~All Other ~~September~~Fees ~~12,~~— ~~2011~~This category consists of fees for other miscellaneous items.

~~MONARCH~~Our Board ~~INVESTMENT~~of ~~PROPERTIES~~Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, ~~INC~~the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2012 were pre-approved by the entire Board of Directors.

		Page
Report of Independent Registered Public Accounting Firm		F-3
Balance Sheets as of June 30, 2011 and 2010		F-4
Statements of Operations for the Years Ended June 30, 2011 and 2010		F-5
Statements of Changes in Stockholders’ Deficiency for the Years Ended June 30, 2011 and 2010		F-6
Statements of Cash Flows for the Years Ended June 30, 2011 and 2010		F-7
Notes to Financial Statements for the Years Ended June 30, 2011 and 2010		F-8 – F-13

~~F-2~~PART IV

~~Report~~ITEM of15. ~~Independent~~EXHIBITS, ~~Registered~~FINANCIAL ~~Public~~STATEMENT ~~Accounting Firm~~SCHEDULES.

~~Board~~The following documents are filed as a part of ~~Directors~~this ~~and~~report ~~Stockholders~~or are incorporated by reference to previous filings, if so indicated:

Monarch Investment Properties, Inc.

Exhibit No.		Description of Exhibit
2.1		Articles of Merger, as filed with the Secretary of State of the State of Nevada on April 11, 1997, by Comstock Tailings Company (1)
2.2		Agreement and Plan of Share Exchange dated March 31, 1997 between Comstock Tailings Company and Iron Holdings Corp. (1)
2.3		Agreement and Plan of Merger by and among Monarch Investment Properties, Inc. and All American Home Products, LLC, dated as of December 18, 2007. (2)
2.4		Amendment to Agreement and Plan of Merger, effective as of February 29, 2008, by and among Monarch Investment Properties, Inc. and All American Home Products, LLC. (3)
3.1.1		Articles of Incorporation of Comstock Tailings Company, as filed with the Secretary of State of the State of Nevada on May 13, 1988. (1)
3.1.2		Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on October 16, 1997. (1)
3.1.3		Certificate of Amendment to the Articles of Incorporation of Iron Holdings Corp. as filed with the Secretary of State of the State of Nevada on July 15, 1998. (1)
3.1.4		Amended and Restated Articles of Incorporation of Monarch Investment Properties, Inc. as filed with the Secretary of State of the State of Nevada on September 25, 2007. (1)
3.2		Amended and Restated By-Laws of Monarch Investment Properties, Inc. (1)
4.1		Common Stock Purchase Warrant to purchase 1,100,000 shares of Common Stock of Monarch Investment Properties, Inc., issued to Strategic Capital Resources, Inc. (1)
10.1		Letter Agreement, by and between Monarch Investment Properties, Inc. and Strategic Capital Resources, Inc., dated July 9, 2007. (1)
10.2		Letter dated April 1, 2009 to All American Home Products, LLC. (4)
10.3		Letter dated March 13, 2009 to All American Home Products, LLC. (4)
31.1*		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
31.2*		Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer*
32.1*		Section 1350 certification of Chief Executive Officer *
32.2*		Section 1350 certification of principal financial and accounting officer*
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

~~We have audited the accompanying balance sheets of Monarch Investment Properties, Inc~~* Filed herewith. as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ deficiency, and cash flows for each of the years ended June 30, 2011 and 2010. 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 audit.

We** To ~~conducted~~be ~~our~~furnished ~~audit~~by amendment. inUsers ~~accordance~~of ~~with~~this ~~the~~data ~~standards~~to ofbe ~~the~~submitted ~~Public~~electronically ~~Company~~are ~~Accounting~~advised ~~Oversight~~pursuant ~~Board~~to ~~(United~~Rule ~~States).~~406T ~~Those~~of ~~standards~~Regulation ~~require~~S-T that wethis ~~plan~~interactive data ~~and~~file ~~perform~~will ~~the~~not ~~audit~~be todeemed ~~obtain~~filed ~~reasonable~~or ~~assurance~~part ~~about whether the financial statements are free~~ of ~~material misstatement. An audit includes examining, on~~ a ~~test~~registration ~~basis,~~statement ~~evidence~~or ~~supporting~~prospectus ~~the~~for ~~amounts~~purposes ~~and~~of ~~disclosures~~sections in11 ~~the~~or ~~financial~~12 ~~statements.~~of ~~An audit also includes assessing~~ the Securities ~~accounting~~Act ~~principles~~of ~~used and significant estimates made by management~~1933, aswill ~~well~~not asbe ~~evaluating~~deemed ~~principles~~filed ~~used~~for ~~and~~purposes ~~significant~~of ~~estimates~~section ~~made~~18 byof ~~management, as well as evaluating~~ the ~~overall~~Securities ~~financial~~Exchange ~~statement~~Act ~~presentation.~~of We1934, ~~believe~~and ~~that~~otherwise will ~~our~~not ~~audit~~be ~~provides~~subject ato ~~reasonable~~liability ~~basis~~under ~~for~~these ~~our opinion~~sections.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2011 and 2010, and the results of its operations and cash flows for each of the years ended June 30, 2011 and 2010, in conformity with generally accepted accounting principles in the United States.

(1)		Incorporated by reference to the Registration Statement on Form 10, SEC File No. 333-52754, as amended.
(2)		Incorporated by reference to the Current Report on Form 8-K as filed on December 26, 2007.
(3)		Incorporated by reference to the Current Report on Form 8-K as filed on May 30, 2008.
(4)		Incorporated by reference to the Current Report on Form 8-K as filed on April 1, 2009.

~~The~~ This ~~accompanying~~Space ~~financial~~Intentionally ~~statements~~Left have been prepared assuming that Monarch Investment Properties, Inc. will continue as a going concern. As more fully described in Note 3, the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Notes 3. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.Blank

~~/s/ Sherb & Co., LLP SHERB & CO, LLP Certified Public Accountants~~13

~~New York, New York~~SIGNATURES

~~September~~Pursuant to 12the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~2011~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

F-3

	Monarch Investment Properties, Inc.

Date: September 28, 2012	By:	/s/ David Miller
	Chief Executive Officer

~~MONARCH~~Pursuant to ~~INVESTMENT~~the ~~PROPERTIES~~requirements of the Securities Exchange Act of 1934, ~~INC~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

BALANCE SHEETS

Signatures	Title	Date

/s/ David Miller	Chairman of the Board of Directors, Chief Executive Officer, Principal Executive Officer	September 28, 2012
David Miller

/s/ Philip Bloom	Principal Financial and Accounting Officer	September 28, 2012
Philip Bloom

/s/ Ralph Wilson	Director	September 28, 2012
Ralph Wilson

	June 30,
	2011			2010
ASSETS
CURRENT ASSETS
Cash	$	1,223		$	4,311
Total Current Assets		1,223			4,311
TOTAL ASSETS	$	1,223		$	4,311
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accrued expenses and other current liabilities	$	62,357		$	67,439
Convertible judgment debt payable, affiliated party		239,649			225,002
Affiliated party debt		375,305			305,318
Total Current Liabilities		677,311			597,759
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.01 par value, 25,000,000 shares authorized, noshares issued and outstanding		—			—
Common stock, $.001 par value, 100,000,000 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		(3,525,498	)		(3,442,858	)
Total Stockholders’ Deficiency		(676,088	)		(593,448	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	1,223		$	4,311

~~See~~Monarch ~~accompanying~~Investment ~~notes~~Properties, ~~to the financial statements~~Inc.

~~F-4~~Financial Statements

~~MONARCH~~June ~~INVESTMENT PROPERTIES~~30, ~~INC.~~2012 and 2011

~~STATEMENTS~~Released: OFSeptember ~~OPERATIONS~~28, 2012

	Years Ended June 30,
CONTENTS
	2011			2010
	Page
Revenue	$	—		$	—
Report of Independent Registered Public Accounting Firm	F-3
General and administrative expenses		27,006			26,139
Balance Sheets as of June 30, 2012 and 2011	F-4
Loss from operations		(27,006	)		(26,139	)
Statements of Operations for the Years Ended June 30, 2012 and 2011	F-5
Other (expense) income:
Statements of Changes in Stockholders’ Deficiency for the Years Ended June 30, 2012 and 2011	F-6
Interest expense, affiliated parties		(55,634	)		(46,146	)
Statements of Cash Flows for the Years Ended June 30, 2012 and 2011	F-7
Net loss	$	(82,640	)	$	(72,285	)
Notes to Financial Statements for the Years Ended June 30, 2012 and 2011	F-8 – F-13
Net loss per common share:
Basic and fully diluted	$	(0.005	)	$	(0.004	)
Weighted average number of common shares outstanding
Basic		16,168,733			16,168,733
Fully diluted		16,168,733			16,168,733

~~See accompanying notes to the financial statements~~F-2

~~F-5~~Report of Independent Registered Public Accounting Firm

~~MONARCH~~Board of ~~INVESTMENT~~Directors ~~PROPERTIES,~~and ~~INC.~~Stockholders

~~STATEMENTS~~Monarch Investment OFProperties, ~~CHANGES IN STOCKHOLDERS’ DEFICIENCY~~Inc.

~~FOR~~We have ~~THE~~audited ~~YEARS~~the ~~ENDED~~accompanying ~~JUNE~~balance sheets of Monarch Investment Properties, Inc. as of June 30, 2012 and 2011, ~~AND~~and ~~2010~~the related statements of operations, stockholders’ deficiency, and cash flows for each of the years ended June 30, 2012 and 2011. 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 audit.

							Additional
	Preferred		Common Stock				Paid-In		Accumulated
	Shares		Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2009		—		16,168,733	$	16,169	$	2,833,241	$	(3,370,573	)	$	(521,163	)
Net Loss		—		—		—		—		(72,285	)		(72,285	)
Balance at June 30, 2010		—		16,168,733		16,169		2,833,241		(3,442,858	)		(593,448	)
Net Loss		—		—		—		—		(82,640	)		(82,640	)
Balance at June 30, 2011				16,168,733	$	16,169	$	2,833,241	$	(3,525,498	)	$	(676,088	)

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~See~~In our ~~accompanying~~opinion, ~~notes~~the financial statements referred to above present fairly, in all material respects, the consolidated financial ~~statements~~position of the Company as of June 30, 2012 and 2011, and the results of its operations and cash flows for each of the years ended June 30, 2012 and 2011, in conformity with generally accepted accounting principles in the United States.

~~F-6~~The accompanying financial statements have been prepared assuming that Monarch Investment Properties, Inc. will continue as a going concern. As more fully described in Note 3, the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Notes 3. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

MONARCH INVESTMENT PROPERTIES, INC.


New York, New York	By	/s/ Sherb & Co., LLP
September 28, 2012		Name: Sherb& Co., LLP Title:Certified Public Accountants

~~STATEMENTS OF CASH FLOWS~~F-3

	Years Ended June 30,
MONARCH INVESTMENT PROPERTIES, INC. BALANCE SHEETS
	2011			2010
	June 30,
CASH FLOWS FROM OPERATING ACTIVITIES:	$	(82,640	)	$	(72,285	)
	2012			2011
Net loss
ASSETS
Adjustments to reconcile net loss to net cash used in operating activities:
CURRENT ASSETS
Changes in operating assets and liabilities:
Cash	$	428		$	1,223
Decrease in accrued expenses and other current liabilities		(5,082	)		(13,231	)
Total Current Assets		428			1,223
Increase in convertible judgment debt payable, affiliated party		14,647			14,648
TOTAL ASSETS	$	428		$	1,223
Total adjustments		9,565			1,417
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Net cash used in operating activities		(73,075	)		(70,868	)
CURRENT LIABILITIES
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
Accrued expenses and other current liabilities	$	21,572		$	62,357
CASH FLOWS FROM FINANCING ACTIVITIES:
Convertible judgment debt payable, affiliated party		254,297			239,649
Increase in affiliated party debt		69,987			70,000
Affiliated party debt		448,903			375,305
Net cash provided by financing activities		69,987			70,000
Total Current Liabilities		724,772			677,311
NET DECREASE IN CASH		(3,088	)		(868	)
COMMITMENTS AND CONTINGENCIES
CASH-BEGINNING OF YEAR		4,311			5,179
STOCKHOLDERS’ DEFICIENCY
CASH-END OF YEAR	$	1,223		$	4,311
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding		—			—
SUPPLEMENTAL CASH FLOW DATA:
Common stock, $.001 par value, 100,000,000 shares authorized, 16,168,733 shares issued and outstanding, respectively		16,169			16,169
Cash paid for interest	$	—		$	—
Additional paid-in capital		2,833,241			2,833,241
Cash paid for income taxes	$	—		$	—
Accumulated deficit		(3,573,754	)		(3,525,498	)
Total Stockholders’ Deficiency		(724,344	)		(676,088	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	428		$	1,223

See accompanying notes to the financial statements

F-74

MONARCH INVESTMENT PROPERTIES, INC.

MONARCH INVESTMENT PROPERTIES, INC. STATEMENTS OF OPERATIONS
	Years Ended June 30,
	2012			2011

Revenue	$	—		$	—

General and administrative expenses		20,776			27,006
Loss from operations		(20,776	)		(27,006	)

Other (expense) income:
Write-off of accounts payable		36,269			—
Interest expense, affiliated parties		(63,749	)		(55,634	)

Net loss	$	(48,256	)	$	(82,640	)

Net loss per common share:
Basic and fully diluted	$	(.003	)	$	(0.005	)

Weighted average number of common shares outstanding
Basic		16,168,733			16,168,733
Fully diluted		16,168,733			16,168,733

~~NOTES~~See TOaccompanying ~~THE~~notes ~~FINANCIAL~~to ~~STATEMENTS~~the ~~FOR THE YEARS ENDED~~financial statements

~~JUNE 30, 2011 AND 2010~~F-5

Note 1 - Organization and Business Activity

MONARCH INVESTMENT PROPERTIES, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED JUNE 30, 2012 AND 2011
	Preferred	Common Stock		Additional		Accumulated
	Shares	Shares		Amount		Paid-In Capital		Deficit			Total

Balance at June 30, 2010	—	16,168,733	$	16,169	$	2,833,241	$	(3,442,858	)	$	(593,448	)

Net Loss	—	—		—		—		(82,640	)		(82,640	)

Balance at June 30, 2011	—	16,168,733		16,169		2,833,241		(3,525,498	)		(676,088	)

Net Loss	—	—		—		—		(48,256	)		(48,256	)

Balance at June 30, 2012		16,168,733	$	16,169	$	2,833,241	$	(3,573,754	)	$	(724,344	)

~~Monarch~~See ~~Investment~~accompanying ~~Properties,~~notes Inc. (the “Company” or “Monarch”) was incorporated under the laws of the State of Nevada on May 13, 1988, under the name Comstock Tailings Company, Incorporated, for the purpose of engaging in the acquisition and development of minerals, metals and other natural resource products and the related operations applicable to ~~such activities. Until September 1993 and other than issuing shares to its original shareholders,~~ the Company never commenced activities relating to its original business purpose. In September 1993, the Board of Directors of the Company elected to change the Company’s principal business purpose to a “shell” corporation engaged in seeking out and acquiring another business entity or opportunity. Applicable thereto, the Company filed a registration statement on Form 10-SB with the Securities and Exchange Commission on or about January 12, 1994, which registration statement became effective in August 1994.financial statements

Relevant thereto, on or about March 31, 1997, the Company consummated a merger with Iron Holding Corp. (“Old IHC”), a New York corporation. The terms of the transaction involved the Company issuing an aggregate of 4,500,000 shares of its “restricted” Common Stock (pre reverse split) to the former shareholders of Old IHC in exchange for all of the issued and outstanding stock of Old IHC. Old IHC did not survive the transaction. The Company also changed its name to Iron Holdings Corp. On June 29, 1998, the Company’s shareholders approved the change of the Company’s name to its present name, Monarch Investment Properties, Inc.F-6

Old IHC was incorporated on October 3, 1996 in the State of New York. On January 8, 1997, Old IHC entered into an agreement and acquired all of the shares of Iron Eagle Contracting and Mechanical, Inc., a New York corporation (“IECM”). The effective date of this acquisition was October 3, 1996. It operated all of its business through this subsidiary, which business was construction contracting engaged in pipe work including gas and water mains as well as steel installation, primarily in the New York City metropolitan area. As a result of the reorganization described above herein, Old IHC ceased to exist following the merger.

MONARCH INVESTMENT PROPERTIES, INC. STATEMENTS OF CASH FLOWS
	Years Ended June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:	$	(48,256	)	$	(82,640	)
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Write-off of accounts payable		36,269			—
Changes in operating assets and liabilities:
Decrease in accrued expenses and other current liabilities		(77,055	)		(5,082	)
Increase in convertible judgment debt payable, affiliated party		14,649			14,647
Total adjustments		(26,137	)		9,565
Net cash used in operating activities		(74,393	)		(73,075	)

CASH FLOWS FROM INVESTING ACTIVITIES:		—			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in affiliated party debt		73,598			69,987
Net cash provided by financing activities		73,598			69,987
NET DECREASE IN CASH		(795	)		(3,088	)
CASH- BEGINNING OF YEAR		1,223			4,311
CASH-END OF YEAR	$	428		$	1,223

SUPPLEMENTAL CASH FLOW DATA:

Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

~~Subsequent~~See toaccompanying ~~the~~notes ~~closing~~to of the merger, the Company was a holding company for three wholly owned subsidiary companies, including IECM. IECM engaged in two lines of business since its incorporation in December 1995. Its principal business was construction contracting. The other business line was the development and sale of residential real estate. However, due to this company incurring significant losses from operations, it ceased operations in June 1998. The other two subsidiary companies, L.W. Plaza Realty Corp. (“LWP”) and Tahoe Realty Corp. (“Tahoe”), each a New York corporation, were dormant until April 1998. At that time, Tahoe commenced business activities, engaging in real estate acquisition, development and management activities.financial statements

On June 29, 1998, the Company’s shareholders and Directors approved a reverse split of its issued and outstanding common stock, effective July 31, 1998, whereby one share of common stock was issued in exchange for every 10 shares then issued and outstanding. This reverse stock split was adopted by a majority of the Company’s voting common stock. All references to the number of issued and outstanding shares of the company’s common Stock included in this report have been adjusted to reflect this reverse stock split, except as stated therein.F-7

OnMONARCH ~~February~~INVESTMENT 11PROPERTIES, 1999 the Company filed a Form 15 which is a certification and notice of termination of registration under Section 12 (g) of the Securities Exchange Act of 1934 or suspension of duty to file reports under Sections 13 and 15 (d) of the Securities Exchange Act of 1934INC.

OnNOTES ~~August~~TO 7,THE ~~2007~~FINANCIAL ~~the~~STATEMENTS FOR ~~Company~~THE ~~filed~~YEARS ~~a Form 10-SB on a voluntary basis to provide current public information to the investment community. Accordingly, the Company again became a reporting company.~~ENDED

~~Note~~JUNE 230, -2012 ~~Change~~AND ~~of Control~~2011

OnNote ~~November~~1 3,- ~~2004~~Organization ~~the~~and ~~Company settled its litigation with Strategic Capital Resources, Inc. (“SCRI”) on the following basis.~~Business Activity

1Monarch Investment Properties, Inc. (the “Company” or “Monarch”) Awas ~~payment~~incorporated tounder ~~SCRI~~the inlaws of the ~~amount~~State of ~~$155~~Nevada on May 13,~~000~~ 1988, under the name Comstock Tailings Company, Incorporated, for the purpose of engaging in ~~“Good~~the ~~Funds”~~acquisition byand development of minerals, metals and other natural resource products and the ~~former~~related ~~majority~~operations applicable to such activities. Until September 1993 and other than issuing shares to its original shareholders, ofthe ~~Monarch~~Company never commenced activities relating to its original business purpose. In 2)September ~~The~~1993, ~~entry~~the Board of aDirectors ~~judgment~~of ~~against~~the ~~Monarch~~Company inelected ~~SCRI~~to change the Company’s ~~favor~~principal ~~for~~business ~~$1,100,000~~purpose ~~plus~~to ~~interest~~a “shell” ~~from~~corporation ~~January~~engaged 1,in ~~1999.~~seeking 3)out ~~The~~and ~~transfer~~acquiring toanother ~~SCRI~~business byentity or opportunity. Applicable thereto, the ~~former~~Company ~~majority~~filed ~~shareholders~~a ofregistration ~~420,000~~statement ~~shares~~on ofForm ~~Monarch~~10-SB ~~Common~~with ~~Stock~~the Securities and Exchange Commission on or about January 12, 1994, which ~~represented~~registration ~~62.8%~~statement ofbecame ~~the~~effective ~~outstanding~~in ~~shares~~August 1994.

~~F-8~~Relevant thereto, on or about March 31, 1997, the Company consummated a merger with Iron Holding Corp. (“Old IHC”), a New York corporation. The terms of the transaction involved the Company issuing an aggregate of 4,500,000 shares of its “restricted” Common Stock (pre reverse split) to the former shareholders of Old IHC in exchange for all of the issued and outstanding stock of Old IHC. Old IHC did not survive the transaction. The Company also changed its name to Iron Holdings Corp. On June 29, 1998, the Company’s shareholders approved the change of the Company’s name to its present name, Monarch Investment Properties, Inc.

4)Old ~~The~~IHC ~~appointment~~was incorporated on October 3, 1996 in the State of ~~David~~New ~~Miller~~York. On January 8, 1997, Old IHC entered into an agreement and ~~Samuel~~acquired ~~Weiss~~all of the shares of Iron Eagle Contracting and Mechanical, ~~Esq~~Inc., asa ~~Directors.~~New 5York corporation (“IECM”). The ~~resignations~~effective date of this acquisition was October 3, 1996. It operated all ~~existing~~of ~~officers~~its ~~and~~business ~~directors~~through ~~simultaneously~~this ~~with~~subsidiary, ~~the~~which ~~appointment~~business ofwas ~~Miller~~construction ~~and~~contracting ~~Weiss.~~engaged 6)in pipe ~~Other~~work ~~representations~~including gas and ~~warranties~~water ~~that~~mains ~~are~~as ~~usual~~well ~~customary~~as steel installation, primarily in ~~settlements~~the New York City metropolitan area. As a result of ~~this~~the ~~type~~reorganization described above herein, Old IHC ceased to exist following the merger.

AsSubsequent ato ~~result~~the closing of the ~~foregoing~~merger, the ~~Monarch~~Company ~~became~~was a ~~majority~~holding company for three wholly owned subsidiary companies, including IECM. IECM engaged in two lines of ~~SCRI~~business since ~~and~~its incorporation in December 1995. Its principal business was ~~required~~construction tocontracting. beThe ~~consolidated~~other ~~into~~business line was the development ~~financial~~and ~~statements~~sale of ~~SCRI~~residential real estate. However, due to this company incurring significant losses from operations, it ceased operations in June 1998. The other two subsidiary companies, L.W. Plaza Realty Corp. (“LWP”) and Tahoe Realty Corp. (“Tahoe”), each a New York corporation, were dormant until April 1998. At that time, Tahoe commenced business activities, engaging in real estate acquisition, development and management activities.

AsOn aJune ~~result~~29, of1998, the ~~litigation~~Company’s shareholders ~~settlement~~and ~~SCRI~~Directors ~~acquired~~approved ~~majority~~a ~~control~~reverse ~~(62.8%)~~split of ~~Monarch.~~its ~~SCRI~~issued ~~consolidated~~and ~~Monarch~~outstanding ~~into~~common ~~its~~stock, ~~financial~~effective ~~statements~~July as31, a1998, ~~result~~whereby one share of ~~their~~common ~~percentage~~stock ofwas ~~ownership~~issued ~~and~~in ~~control~~exchange ~~through~~for ~~December~~every ~~31,~~10 ~~2005~~shares then issued and outstanding. InThis ~~the~~reverse ~~quarter~~stock ~~ended~~split ~~March~~was adopted ~~31,~~by ~~2006,~~a ~~SCRI~~majority of the Company’s ~~ownership~~voting ~~interest~~common instock. ~~Monarch~~All ~~was~~references ~~eliminated~~to the number of issued and ~~was~~outstanding noshares of ~~longer~~the acompany’s ~~controlling~~common ~~shareholder.~~Stock ~~Accordingly,~~included ~~SCRI~~in ~~deconsolidated~~this ~~Monarch~~report ~~from~~have ~~its~~been ~~financial~~adjusted ~~statements~~to reflect this reverse stock split, except as stated therein.

~~During~~On ~~December,~~February ~~2005~~11, ~~SCRI~~1999 ~~agreed~~the toCompany ~~convert~~filed a ~~$1,500,000~~Form of15 ~~the~~which ~~$1,638,000~~is ~~judgment~~a itcertification ~~had~~and ~~against~~notice ~~Monarch~~of ~~into~~termination ~~15,000,000 shares~~ of ~~the~~registration ~~common~~under ~~stock~~Section of12 ~~Monarch.~~(g) ~~The purpose~~ of the ~~conversion~~Securities ~~was~~Exchange toAct of ~~make~~1934 ~~Monarch a “Public Shell” marketable to a potential merger candidate~~ or ~~purchaser.~~suspension ~~SCRI declared a dividend on December 2, 2005~~ of ~~15,000,000~~duty ~~shares of Monarch common stock payable pro rata~~ to ~~SCRI’s~~file ~~shareholders~~reports ofunder ~~record~~Sections as13 ofand ~~December~~ 15, ~~2005~~(d) ~~with a distribution date~~ of ~~December 22, 2005. Monarch and SCRI implemented~~ the ~~conversions~~Securities ~~and~~Exchange ~~SCRI~~Act ~~distributed~~of ~~the shares to its shareholders in March 2006~~1934. ~~(See Note 8 – Income Taxes and Note 11 – Litigation).~~

AsOn aAugust ~~result~~7, of2007 the ~~cessation~~Company offiled a ~~operations~~Form ~~and~~10-SB ~~liquidation~~on ofa ~~all~~voluntary ~~assets~~basis to provide current public information to the investment community. Accordingly, the Company again became a ~~“Shell~~reporting ~~Company”~~company.

~~Securities~~Note ~~Act Rule 405 and Exchange Act Rule 12b-~~2 ~~defines a “Shell Company” as a company, other than an asset~~-~~backed~~ ~~issuer,~~Change ~~with:~~of Control

●On noNovember or3, ~~nominal~~2004 ~~operations;~~the ~~and~~Company ●settled its ~~either:~~litigation -with noStrategic orCapital ~~nominal~~Resources, ~~assets;~~Inc. -(“SCRI”) ~~assets~~on ~~consisting~~the ~~solely~~following ~~of cash and cash equivalents; or - assets consisting of any amount of cash and cash equivalents and nominal other assets~~basis.

As1) aA ~~result~~payment ofto ~~the~~SCRI ~~change~~in ofthe ~~control~~amount ~~Monarch utilization~~ of ~~the~~$155,000 ~~loss~~in ~~carryforward~~“Good ~~for~~Funds” ~~federal~~by ~~and~~the ~~state~~former ~~income~~majority ~~tax~~shareholders ~~purposes~~of ~~may be limited~~Monarch.

~~Note~~2) 3The -entry ~~Going~~of ~~Concern~~a judgment against Monarch in SCRI’s favor for $1,100,000 plus interest from January 1, 1999.

As3) ~~reflected~~The intransfer ~~the~~to ~~accompanying~~SCRI ~~financial~~by ~~statements,~~ the ~~Company~~former ~~incurred~~majority ashareholders ~~net loss~~ of ~~$82~~420,~~640~~000 ~~negative~~shares ~~cash flow from operations~~ of ~~$73,075for~~Monarch ~~the~~Common ~~year~~Stock ~~ended~~which ~~June~~represented ~~30, 2011, has an accumulated deficit of $3,525,498 and a stockholders’ deficiency of $676,088 at June 30, 2011~~62.8% ~~The ability~~ of the ~~Company~~outstanding ~~to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations~~shares. 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.

~~Note~~ 4) ~~–Significant~~The ~~Accounting~~appointment ~~Policies~~of David Miller and Samuel Weiss, Esq. as Directors.

5) The ~~significant~~resignations ~~accounting~~of ~~policies~~all ~~are~~existing ~~summarized~~officers asand ~~follows:~~directors simultaneously with the appointment of Miller and Weiss.

~~Use~~6) Other representations and warranties that are usual customary in settlements of ~~Estimates~~this type.

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.F8

~~Fair~~As ~~Value~~a result of ~~Financial~~the ~~Instruments~~foregoing, Monarch became a majority owned subsidiary of SCRI and was required to be consolidated into the financial statements of SCRI.

~~Fair~~As ~~value~~a ~~estimates~~result ~~and~~of ~~assumptions~~the ~~and~~litigation ~~methods~~settlement (see ~~used~~Note to11 ~~estimate~~– ~~the~~Litigation) ~~fair~~SCRI ~~value~~acquired ofmajority ~~the~~control ~~Company’s~~(62.8%) ~~assets~~of ~~and~~Monarch. ~~liabilities~~SCRI ~~are~~consolidated ~~made~~Monarch ininto ~~accordance~~its ~~with~~financial statements ~~the~~as ~~requirements~~a result of ~~the~~their ~~Financial~~percentage ~~Accounting~~of ~~Standards~~ownership ~~Board~~and ~~(the~~control ~~“FASB”)~~through December 31, ~~Accounting~~2005. ~~Standards~~In ~~Codification~~the ~~(“ASC”)~~quarter ~~Topic~~ended ~~820~~March 31, ~~“Fair~~2006, SCRI’s ~~Value~~ownership ~~Measurements~~interest in Monarch was eliminated and ~~Disclosures”~~was ~~(“ASC~~no ~~820”)~~longer a controlling shareholder. Accordingly, SCRI deconsolidated Monarch from its financial statements.

~~F-9~~During December, 2005, SCRI agreed to convert $1,500,000 of the $1,638,000 judgment it had against Monarch into 15,000,000 shares of the common stock of Monarch. The purpose of the conversion was to make Monarch a “Public Shell” marketable to a potential merger candidate or purchaser. SCRI declared a dividend on December 2, 2005 of 15,000,000 shares of Monarch common stock payable pro rata to SCRI’s shareholders of record as of December 15, 2005 with a distribution date of December 22, 2005. Monarch and SCRI implemented the conversions and SCRI distributed the shares to its shareholders in March 2006. (See Note 8 – Income Taxes and Note 11 – Litigation).

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As ~~such, fair value is~~ a ~~market-based~~result ~~measurement~~of that should be determined based on assumptions that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the ~~inputs~~cessation ~~used~~of in measuring fair value as follows: Level 1 are observable inputs such as quoted prices in active markets; Level 2 are inputs other than the quoted prices in active markets that are observable either directly or indirectly; operations and ~~Level~~liquidation 3of ~~are~~all ~~unobservable~~assets ~~inputs in which there is little or no market data, which require~~ the Company tobecame ~~develop~~a ~~its~~“Shell ~~own assumptions. This hierarchy requires the~~ Company ~~to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value~~”.

AsSecurities ofAct ~~June~~Rule ~~30,~~405 ~~2011~~ and ~~2010~~Exchange Act ~~the~~Rule ~~Company~~12b-2 ~~has~~defines noa ~~assets~~“Shell orCompany” ~~liabilities~~as ~~which it measures and carries on its balance sheet at fair value on~~ a ~~recurring~~company, ~~basis.~~other ~~Management~~than ~~has~~an ~~estimated~~asset-backed ~~the fair values of cash~~issuer, ~~accounts payable, and accrued expenses to be approximately their respective carrying values reported on these statements because of their short maturities.~~with:

~~Statements~~· ofno ~~Cash~~or ~~Flows~~nominal operations; and

~~For~~· ~~the purposes of the statements of cash flows we consider all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.~~either:

~~New~~- ~~Accounting~~no ~~Pronouncements~~or nominal assets;

~~Management~~- ~~does~~assets ~~not~~consisting ~~anticipate~~solely ~~that the adoption~~ of ~~recently~~cash ~~issued~~and ~~accounting~~cash ~~pronouncements~~equivalents; ~~will have a material impact on the company’s results of operations, financial position,~~ or ~~cash flow.~~

~~Note~~- 5assets –consisting ~~Accrued~~of ~~Expenses~~any amount of cash and ~~Other~~cash ~~Current~~equivalents ~~Liabilities~~and nominal other assets.

~~Accrued~~As ~~expenses~~a ~~and~~result ~~other~~of ~~current~~the ~~liabilities~~change ~~consist~~of control Monarch utilization of: the loss carryforward for federal and state income tax purposes may be limited.

	June 30, 2011		June 30, 2010
Legal fees	$	42,269	$	43,658
Accounting and Auditing		10,000		10,000
Miscellaneous, other		10,088		13,781
Total Accrued expenses and other current liabilities	$	62,357	$	67,439

Note 3 - Going Concern

~~Note~~As 6reflected –in ~~Convertible~~the ~~Judgment~~accompanying ~~Debt~~financial statements, ~~Payment~~the Company incurred a net loss of $48,256 ~~Affiliated~~negative ~~Party~~cash flow from operations of $74,393 for the year ended June 30, 2012, has an accumulated deficit of $3,573,754 and a stockholders’ deficiency of $724,344 at June 30, 2012. 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.

~~Listed~~Note ~~below~~4 is–Significant ~~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:~~Accounting Policies

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 June 2009		14,647
Balance, June 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 2010		225,002
Interest July 2010 through June 2011		14,647
	$	239,649

The significant accounting policies are summarized as follows:

AtUse ~~June 30, 2011 and 2010, the judgment payable with accrued interest is $239,649 and $225,002, respectively. The remaining $239,649~~ of ~~convertible debt and interest is convertible at $0.10 per share.~~Estimates

~~F-10~~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.

~~Note 7~~ F- ~~Affiliated Party Debt~~9

AFair ~~related~~Value ~~party is generally defined as (i) any person that holds 10% or more~~ of ~~the~~Financial Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. In the quarter ended March 31, 2006, Strategic Capital Resources, Inc deconsolidated Monarch. See Note 2 - Change of Control.Instruments

~~The~~Fair ~~Company~~value ~~recorded~~estimates ~~management~~and ~~fees~~assumptions and ofmethods ~~$500~~used ~~per~~to ~~month~~estimate ~~for~~ the ~~use~~fair value of ~~office~~the ~~space~~Company’s assets and ~~for~~liabilities ~~administrative~~are ~~and~~made ~~management~~in ~~services~~accordance ~~provided~~with bythe ~~Strategic~~requirements of ~~Capital~~the ~~Resources,~~Financial ~~Inc.~~Accounting ~~for~~Standards Board (the ~~period~~“FASB”), ~~November~~Accounting 3Standards Codification (“ASC”) Topic 820, ~~2004~~“Fair ~~through~~Value ~~June~~Measurements ~~30,~~and ~~2011~~Disclosures” (“ASC 820”).

	June 30, 2011		June 30, 2010
Due to major shareholder/creditor, beginning of year	$	305,318	$	235,318
Additions		69,987		70,000
End of year	$	375,305	$	305,318

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 are observable inputs such as quoted prices in active markets; Level 2 are inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3 are unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

~~The loan~~As ~~amount~~of ~~due~~June is30, ~~payable~~2012 ~~on demand~~ and ~~bears~~2011 ~~interest~~the atCompany has ~~12%~~no ~~per~~assets ~~annum.~~or ~~Interest~~liabilities iswhich ~~due~~it measures and ~~added~~carries toon ~~the~~its ~~payable~~balance ~~amount~~sheet ~~on the~~at ~~first~~fair ~~day~~value ofon ~~each~~a ~~month~~recurring basis. ~~Interest~~Management has ~~was~~estimated ~~expensed for~~ the ~~year~~fair ~~ended~~values ~~June~~of 30cash, ~~2011~~accounts ~~and 2010 in the amount of $40~~payable,~~987~~ and ~~$31,500,~~ ~~respectively.~~accrued ~~Management~~expenses ~~believes~~to ~~that~~be ~~the~~approximately ~~terms~~their ofrespective ~~the~~carrying ~~loan~~values reported ~~were made~~ on ~~equal~~these orstatements ~~better~~because ~~terms~~of ~~than~~their ~~were~~short ~~available elsewhere~~maturities.

~~Note~~Statements 8of -Cash ~~Income Taxes~~Flows

~~The~~For net operating loss carry forward “NOL” through June 30, 2011 approximates $237,000. In addition there is another $202,000 of interest expense to deduct to due to shareholders once paid as of June 30, 2011. The Company applied the ~~$1,653,462 of debt converted as forgiveness of income for tax~~ purposes, ~~which requires such amount to be applied against the NOL carry over~~ of the ~~prior~~statements year pursuant to an insolvency exemption by the internal revenue code. The NOL’s prior to June 30, 2003 are not determinable as it appears the tax returns had not been filed by the prior management for several years. In addition due to the ownership changes over the years under Section 382, we believe the utilization of cash ~~such~~flows ~~NOL’s have been limited. Once~~ we ~~are~~consider ~~able~~all tohighly ~~definitively~~liquid ~~locate~~investments orpurchased ~~file~~with ~~the~~a ~~missing~~remaining ~~years~~maturity of ~~tax~~three ~~returns,~~months weor ~~will~~less ~~properly~~to ~~state~~be ~~the~~cash ~~NOL’s available for future use~~equivalents. ~~The net operating losses expires during the years 2026 through 2030.~~

~~ASC~~New ~~740, “~~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.Pronouncements

	June 30, 2011			June 30, 2010
Deferred tax assets:
Net operating loss carryforward	$	80,900		$	71,700
Temporary timing difference		68,600			49,700
Less valuation allowance		(149,500	)		(121,400	)
Net deferred tax asset	$	—		$	—

Management does not anticipate that the adoption of recently issued accounting pronouncements will have a material impact on the company’s results of operations, financial position, or cash flow.

~~This~~Note ~~Space~~5 ~~Intentionally~~– ~~Left~~Accrued ~~Blank~~Expenses and Other Current Liabilities

~~F-11~~Accrued expenses and other current liabilities consist of:

The reconciliation of the Company’s effective tax rate differs from the Federal income tax rate of 34% for the years ended June 30, 2011 and 2010, as a result of the following:

	June 30, 2012		June 30, 2011
Legal fees	$	6,102	$	42,269
Accounting and Auditing		5,480		10,000
Miscellaneous, other		9,990		10,088
Total Accrued expenses and other current liabilities	$	21,572	$	62,357

	June 30, 2011			June 30, 2010
Tax (benefit) at statutory rate	$	(28,100	)	$	(24,600	)
Permanent timing differences		—			—
Change in valuation allowance		28,100			24,600
Tax due	$	—		$	—

Note 6 – Convertible Judgment Debt Payment, Affiliated Party

~~The~~Listed ~~net~~below ~~operating~~is ~~loss~~a ~~carryforward~~summary ~~was~~of ~~utilized~~the intransactions related ~~full through June 30, 2006 due~~ to the ~~application~~JJFN ofJudgment ~~the~~obtained ~~$1,653,462~~by ~~debt~~JJFN ~~converted~~Holdings toagainst ~~equity~~us in ~~2006~~November ~~as debt forgiveness for tax purposes~~2004. ~~The~~Unpaid ~~Internal~~portions ~~Revenue~~of ~~Code insolvency exemption provides for such debt forgiveness income to be applied to~~ the ~~net~~JJFN ~~operating~~Judgment ~~losses~~bear ~~carry~~simple interest ~~forward~~at to the ~~extent~~rate ~~such~~of ~~net~~9% ~~operating~~per ~~losses are available.~~annum:

Note 9 – Stockholders’ Deficiency

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 June 2009		14,647
Balance, June 30, 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 30, 2010		225,002
Interest July 2010 through June 2011		14,647
Balance, June 30, 2011		239,649
Interest July 2011 through June 2012		14,648
Balance, June 30, 2012	$	254,297

~~Preferred Stock and Common Stock~~F-10

~~The~~At ~~Company~~June is30, ~~authorized~~2012 toand ~~issue 100~~2011,~~000,000~~ ~~shares~~the ofjudgment payable ~~common~~with ~~stock,~~accrued ~~$.001~~interest ~~par~~is ~~value~~$254,297 and 25$239,~~000~~649,~~000~~ ~~shares~~respectively. ofThe ~~preferred~~remaining ~~stock~~$254,297 $of convertible debt and interest is convertible at $0.0110 ~~par~~per ~~value~~share.

~~Preferred~~Note ~~Stock~~7 - Affiliated Party Debt

~~The~~A ~~preferred~~related ~~stock~~party ~~may~~is begenerally ~~issued~~defined as in(i) ~~one~~any person that holds 10% or more ~~series~~of the Company’s securities and their immediate families, ~~with~~(ii) the ~~rights~~Company’s management, of(iii) ~~each~~someone ~~series~~that directly or indirectly controls, ~~including~~is ~~voting~~controlled ~~rights~~by or is under common control with the Company, toor (iv) beanyone ~~determined~~who bycan significantly influence the ~~Board~~financial and operating decisions of ~~Directors~~the ~~prior~~Company. toA ~~each~~transaction ~~issuance~~is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. In the ~~full~~quarter ~~extent~~ended March ~~permitted~~31, by2006, ~~Nevada~~Strategic ~~law~~Capital Resources, Inc. Nodeconsolidated ~~shares~~Monarch. ofSee ~~preferred~~Note ~~stock~~2 ~~have~~- ~~been~~Change ~~issued~~of Control.

~~Common~~The ~~Stock~~Company recorded management fees of $500 per month for the use of office space and for administrative and management services provided by Strategic Capital Resources, Inc. for the period November 3, 2004 through June 30, 2012.

The common stock may be issued at any time, without stockholder approval and the Board of Directors is able to determine all of the terms of those shares, including but not limited to the following:

	June 30, 2012		June 30, 2011

Due to major shareholder/creditor, beginning of year	$	375,305	$	305,318
Additions		73,598		69,987
End of year	$	448,903	$	375,305

~~(i)~~The ~~the~~loan ~~voting~~amount ~~rights,~~due ifis ~~any,~~payable ~~except~~on ~~that~~demand and ~~the~~bears ~~issuance~~interest ofat ~~preferred~~12% ~~stock~~per orannum. ~~series~~Interest ~~common~~is ~~stock~~due ~~which~~and ~~entitles~~added ~~holders thereof~~ to ~~more than one vote per share requires~~ the ~~affirmative~~payable ~~vote~~amount ofon the ~~holders~~first ofday ~~a majority~~ of ~~the~~each ~~combined~~month. ~~voting~~Interest ~~power~~was expensed offor the ~~then~~years ~~outstanding~~ended ~~shares~~June of30, ~~the~~2012 ~~Company’s~~and ~~capital~~2011 ~~stock entitled to vote generally~~ in the ~~election~~amount of ~~directors;~~$49,100 ~~(ii) the dividend rate~~ and ~~preferences~~$40,987, ifrespectively. ~~any,~~Management ~~which~~believes that the ~~preferred~~terms ~~stock~~of ~~or common stock will have compared to any other class; and (iii)~~ the ~~redemption~~loan ~~and~~were ~~liquidation~~made ~~rights~~on ~~and~~equal ~~preferences, if any, which that preferred stock~~ or ~~common~~better ~~stock~~terms ~~will~~than ~~have~~were ~~compared~~available ~~to any other class~~elsewhere.

~~The~~Note ~~holders~~8 of- ~~common~~Income ~~stock are entitled to one vote per share on matters on which they are entitled to vote.~~Taxes

AtThe net operating loss carry forward “NOL” through June 30, ~~2011~~2012 approximates $220,000. In addition there ~~were~~is 16another $266,~~168~~000 of interest expense to deduct to due to shareholders once paid as of June 30,~~733~~ ~~shares~~2012. The NOL’s prior to June 30, 2003 are not determinable as it appears the tax returns had not been filed by the prior management for several years. In addition due to the ownership changes over the years under Section 382, we believe the utilization of ~~common~~such ~~stock~~NOL’s ~~outstanding~~have been limited. Once we are able to definitively locate or file the missing years of tax returns, we will properly state the NOL’s available for future use. The net operating losses expires during the years 2026 through 2030.

~~Common~~ASC ~~Stock~~740, ~~Purchase~~“Accounting ~~Warrant~~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.

During the quarter ended September 30, 1997 pursuant to an offshore securities subscription agreement the Company received proceeds of $1,030,500. The Company was obligated to pay Strategic Capital Resources, Inc. a principal payment of $500,000 in accordance with its loan agreement out of the proceeds of the offshore placement. The Company paid Strategic Capital Resources, Inc. $212,500 instead of the $500,000 principal payment due under the loan agreements. In addition, $53,609 of accrued interest was paid. The outstanding loan balance after the $212,500 principal payment was $1,100,000. The Company subsequently defaulted on its loan to SCRI. See Note 2 – Change of Control.

	June 30, 2012			June 30, 2011
Deferred tax assets:
Net operating loss carryforward	$	75,000		$	80,300
Temporary timing difference		91,400			69,700
Less valuation allowance		(166,400	)		(150,000	)
Net deferred tax asset	$	—		$	—

~~F-12~~ This Space Intentionally Left Blank

During March 2006, the Company issued to Strategic Capital Resources, Inc. a warrant to purchase 1,100,000 shares of common stock at a $.001 per share exercise price as part of the litigation settlement. The warrant term is for seven (7) years, contains antiF-~~dilution provisions, provision that the warrant terms and provisions would not be affected by a reverse stock split as well as registration rights.~~11

~~Management~~The ~~has~~reconciliation ~~valued~~of the ~~common~~Company’s effective ~~stock~~tax ~~warrants~~rate atdiffers ~~the~~from ~~date of grant utilizing~~ the ~~Black~~Federal ~~Scholes~~income ~~pricing~~tax ~~model.~~rate ~~In arriving at their fair value at the date~~ of ~~grant,~~34% ~~the Company considered, among other things, historic equity transactions~~ for ~~all classes of its stock,~~ the liquidity of the common stock. The specific assumptions utilized in the Black-Scholes pricing model to calculate the value of the warrants are as follows: stock price of $0.005, exercise price of $0.001, term of 7 years, ~~volatility~~ended ofJune ~~278%~~30, ~~expected~~2012 ~~dividend yield of 0.00%~~ and ~~a discount rate of 3.8%~~2011, Asas a result of ~~this analysis,~~ the assumed value of the underlying common stock at the date of grant was a valuation of $5,500 being assigned to the common stock warrants which was charged to interest expense and credited to paid-in capital. following:

There were 1,100,000 common stock warrants available for issuance as of June 30, 2011 and 2010. A summary of the status of the warrants as of June 30, 2011 and 2010 and changes during the years then ended is presented below:

	June 30, 2012			June 30, 2011
Tax (benefit) at statutory rate	$	(16,400	)	$	(28,100	)
Permanent timing differences		—			—
Change in valuation allowance		16,400			28,100
Tax due	$	—		$	—

	June 30, 2011				June 30, 2010
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year		1,100,000	$	0.001		1,100,000	$	0.001
Warrants granted		—		—		—		—
Outstanding at end of year		1,100,000	$	0.001		1,100,000	$	0.001

The net operating loss carryforward was utilized in full through June 30, 2006 due to the application of the $1,653,462 debt converted to equity in 2006 as debt forgiveness for tax purposes. The Internal Revenue Code insolvency exemption provides for such debt forgiveness income to be applied to the net operating losses carry forward to the extent such net operating losses are available.

~~The~~Note ~~following~~9 ~~additional~~– ~~information~~Stockholders’ ~~relates to warrants outstanding as of June 30, 2011:~~Deficiency

Exercise Price				Number of Warrants Outstanding and Exercisable			Weighted Average Exercise Price				Weighted Average Remaining Life (Years)
$	0.001			1,100,000			$	0.001			3.75

Preferred Stock and Common Stock

~~Note~~The 10Company –is ~~Earnings~~authorized ~~(Loss)~~to ~~Per~~issue ~~Share~~100,000,000 shares of common stock, $ .001 par value, and 25,000,000 shares of preferred stock, $ .01 par value.

~~Basic~~Preferred 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 $239,649 convertible debt into 2,396,490 shares are both anti-dilutive due to the Company’s net loss, no diluted per share amounts are presented.Stock

~~Note~~The 11preferred -stock ~~Litigation~~may be issued in one or more series, ~~Claims~~with ~~and~~the ~~Assessments~~rights of each series, including voting rights, to be determined by the Board of Directors prior to each issuance to the full extent permitted by Nevada law. No shares of preferred stock have been issued.

~~From~~Common time to time in the normal course of business the Company will be involved in litigation. The Company’s management has determined any asserted or unasserted claims to be immaterial to the financial statements.Stock

~~Note~~The 12common –stock ~~Subsequent~~may ~~Events~~be issued at any time, without stockholder approval and the Board of Directors is able to determine all of the terms of those shares, including but not limited to the following:

~~The~~(i) ~~company~~the ~~has~~voting ~~evaluated~~rights, ~~subsequent~~if ~~events~~any, ~~for~~except ~~discussion~~that ~~purposes~~the ~~and~~issuance noof ~~material~~preferred ~~events~~stock ~~have~~or ~~occurred.~~series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors;

~~F-13~~(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and

(iii)

the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class.

The holders of common stock are entitled to one vote per share on matters on which they are entitled to vote.

At June 30, 2012 there were 16,168,733 shares of common stock outstanding.

Common Stock Purchase Warrant

During March 2006, the Company issued to Strategic Capital Resources, Inc. a warrant to purchase 1,100,000 shares of common stock at a $.001 per share exercise price as part of the litigation settlement. The warrant term is for seven (7) years, contains anti-dilution provisions, provision that the warrant terms and provisions would not be affected by a reverse stock split as well as registration rights.

F-12

Management has valued the common stock warrants at the date of grant utilizing the Black Scholes pricing model. In arriving at their fair value at the date of grant, the Company considered, among other things, historic equity transactions for all classes of its stock, the liquidity of the common stock. The specific assumptions utilized in the Black-Scholes pricing model to calculate the value of the warrants are as follows: stock price of $0.005, exercise price of $0.001, term of 7 years, volatility of 278%, expected dividend yield of 0.00% and a discount rate of 3.8%, As a result of this analysis, the assumed value of the underlying common stock at the date of grant was a valuation of $5,500 being assigned to the common stock warrants which was charged to interest expense and credited to paid-in capital.

There were 1,100,000 common stock warrants available for issuance as of June 30, 2012 and 2011. A summary of the status of the warrants as of June 30, 2012 and 2011 and changes during the years then ended is presented below:

	June 30, 2012				June 30, 2011
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year		1,100,000	$	0.001		1,100,000	$	0.001
Warrants granted		—		—		—		—
Outstanding at end of year		1,100,000	$	0.001		1,100,000	$	0.001

The following additional information relates to warrants outstanding as of June 30, 2012:

Exercise Price				Number of Warrants Outstanding and Exercisable				Weighted Average Exercise Price				Weighted Average Remaining Life (Years)
$	0.001				1,100,000			$	0.001				0.75

Note 10 – 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 $254,297 convertible debt into 2,542,941 shares are both anti-dilutive due to the Company’s net loss, no diluted per share amounts are presented.

Note 11 - Litigation, Claims and Assessments

From time to time in the normal course of business the Company will be involved in litigation. The Company’s management has determined any asserted or unasserted claims to be immaterial to the financial statements.

Note 12 – Subsequent Events

The company has evaluated subsequent events, for discussion purposes and no material events have occurred.

F-13

Filing Compare · Monarch Investment Properties, Inc.