UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT ~~TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~TO ofSECTION ~~report~~13 ~~(Date~~OR ~~of earliest event reported~~15(D): ~~January~~OF ~~14, 2015~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2015

MONARCH AMERICA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-54798		99-0372219
(Commission File Number)		(IRS Employer Identification No.)

1150W. Custer Place

Denver, COColorado 80223

(Address of Principal Executive Offices, Zip Code)

~~844~~(720) 319-~~852-1537~~5602

(Registrant's Telephone Number, Including Area Code)

~~___________________________________________________~~3240 W 71st Ave, Unit 5

Westminster CO 80030

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~¨ 1.Soliciting ~~Registrant’s~~material ~~Business~~pursuant ~~and~~to ~~Operations~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

In¨ ~~connection with the closing of the acquisition described below in Item 2.01, The Big Tomato, Inc., a Colorado corporation which is wholly~~Pre-~~owned~~commencement bycommunications ~~Monarch~~pursuant ~~America, Inc., entered into a two-year employment agreement, effective as of January 1, 2015 (the “Employment Agreement”), with each of Jeremy N. Stout and Josh Field~~ to ~~serve~~Rule ~~as Vice President~~13e-Sales and Distribution and Vice President-Operations, respectively, for an annual base salary of $120,000, to be paid in equal biweekly installments. Each employee will also be entitled to the following bonus based upon the annual net revenues of The Big Tomato, Inc. for 2015 and 2016: 4(ic) ~~$2,500~~under ~~for every $10,000 of revenue generated between $400,000 and $460,000, and (ii) $15,000 plus 7.5% of net revenue over $460,000. In~~ the ~~event~~Exchange ~~the~~Act ~~agreement is terminated by the employer without “cause” or by the employee as a result of “constructive termination”~~ (as17 ~~such~~CFR ~~terms are defined in the agreement), the employee will receive a bonus based upon the aforesaid net revenues notwithstanding termination of his agreement~~240. ~~The agreement also provides that the employer pay health insurance premiums for the employee and his family~~ 13e-4(~~including SIS supplemental insurance~~c), automobile and gas expenses of $1,000 per month and communication expenses of $500 per month. The agreement prohibits the employee from competing with the business of The Big Tomato, Inc. during the term of the agreement and for one year thereafter.)

~~The~~Section ~~foregoing~~1 ~~description~~– ofRegistrant’s ~~the~~Business ~~Employment Agreements is qualified in its entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.18~~ and ~~10.19.~~Operations

~~Section~~Item 21.01 –Entry ~~Financial~~into ~~Information~~a Material Definitive Agreement.

~~Item~~On 2April 29, 2015, Monarch America, Inc.01 ~~Completion~~(the “Company”) entered into a Securities Purchase Agreement with Redwood Management LLC, a Florida limited liability company (“Redwood”), for the sale of ~~Acquisition~~an ororiginal ~~Disposition~~issue discount convertible debenture (the “Debenture”) in the principal amount of ~~Assets~~$1,000,000. The Debenture was issued for an original issue discount of 10%, and interest on the Debenture accrues at the rate of 10% per annum, payable in six equal tranches, the first of which was paid on April 29, 2015 and the remainder are due on each of the first five monthly anniversaries of the issuance of the Debenture.

OnThe ~~January~~Company ~~14,~~received ~~2015,~~net ~~Monarch~~proceeds ~~America,~~from ~~Inc.~~the ~~(f/k/a~~issuance ~~Cannabis~~of ~~Kinetics,~~the ~~Corp.)~~Debenture (in the ~~“Company”)~~amount ~~completed~~of $118,333. Pursuant to the ~~acquisition~~terms of ~~Jeremy~~the N.Secured ~~Stout~~Redwood Note described below, ~~Inc.~~on ~~d/b/a~~each ~~The~~of ~~Big~~May ~~Tomato,~~29th aand ~~Colorado~~the ~~corporation~~next ~~(“TBT”)~~consecutive four months, ~~pursuant~~Redwood towill pay the ~~terms~~Company of$150,000 aas ~~merger~~long ~~agreement~~as ~~described~~(a) in the ~~Current~~Company ~~Report~~shall onhave ~~Form~~duly ~~8-K~~honored ~~filed~~all conversions submitted by Redwood, if any, (b) the Company ~~with~~shall ~~the~~have ~~Securities~~paid all liquidated damages and ~~Exchange~~other ~~Commission~~amounts onowing ~~October~~to 22the Redwood, ~~2014~~(c) the Common Stock is trading, as(d) ~~amended~~there byis a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the ~~Amendment~~issuance toof ~~Merger~~all ~~Agreement,~~of ~~dated~~the ~~January~~shares 1then issuable to Redwood, ~~2015~~(e) there is no existing event of default under the Debenture, (~~collectively~~f) there has been no public announcement of a pending or proposed fundamental transaction or change of control that has not been consummated, (g) the ~~“Amended~~daily ~~Merger~~dollar ~~Agreement”),~~trading ~~between~~volume for the ~~Company~~common stock exceeds an average of $15,000 ~~TBT~~per trading day, (h) the Company’s common stock must be DTC and ~~The~~DWAC ~~Big~~Eligible ~~Tomato,~~and not subject to a ~~Colorado~~“DTC ~~company~~Chill” and ~~wholly-owned~~(i) ~~subsidiary~~the ofCompany has timely filed all reports required to be filed by the Company ~~(“Acquisition~~after ~~Sub”),~~the ~~and~~date ~~Jeremy~~hereof N.pursuant ~~Stout~~to ~~and~~the ~~Josh~~Securities ~~Field~~Exchange Act of 1934, as amended. Notwithstanding, upon at least 2 business days the ~~shareholders~~Company ofmay ~~TBT~~prohibit (Redwood from making any prepayment otherwise due under the ~~“Shareholders”)~~Secured Redwood Note.

AsThe ~~of the closing of the acquisition~~Debenture, ~~Acquisition~~which ~~Sub~~is ~~was~~due ~~merged~~on ~~with~~April ~~and into TBT (the “Merger”) and Acquisition Sub~~29, ~~as the surviving corporation~~2016, ~~remained~~is asconvertible ~~the~~into ~~wholly-owned~~shares ~~subsidiary~~ of the Company.’s ~~In addition to $400,000 in cash paid by the Company to the Shareholders at closing, an aggregate of 8,100,000 shares of~~ common stock ofat the ~~Company~~election ~~were~~of ~~issued~~Redwood toat ~~the~~any ~~Shareholders.~~time ~~The~~at ~~Company also issued~~ a ~~secured~~conversion ~~promissory~~price ~~note~~equal ~~in the principal amount of $1,000,000 (collectively, the “Notes”)~~ to ~~each~~65% of the ~~Shareholders.~~lowest ~~The~~trading ~~Notes~~price ~~are payable in eight equal installments~~ of ~~$125,000 commencing April 1, 2015, accrue interest at~~ the ~~rate~~common ofstock 8%during ~~per annum and are secured by a first priority lien on all~~ the ~~assets~~20 oftrading ~~TBT~~day ~~pursuant~~period prior to ~~the terms of a Security Agreement, effective as of January 1, 2015, between TBT and the Shareholders, as secured parties (the “Security Agreement”)~~conversion. AsFailure ~~additional security for the Notes, the Company entered into a Stock Pledge Agreement, effective as~~ of ~~January~~ ~~1, 2015 with~~ the ~~Shareholders (the “Stock Pledge Agreement”), pursuant to which the~~ Company ~~agreed~~ to ~~pledge~~deliver ~~all of the~~ shares ~~of Acquisition Sub~~ to ~~the~~Redwood ~~Shareholders.~~within ~~The~~three ~~security~~days ~~interest in such assets and the pledged stock is the exclusive remedy in the event~~ of aconversion ~~default~~results ~~under~~ the ~~Notes. The Notes also provide that the~~ Company ~~shall~~paying be$10 ~~entitled~~per totrading ~~offset~~day ~~any~~for ~~damages incurred by it or its affiliates against~~ the ~~principal~~first ~~amount~~four ofdays ~~the~~and ~~Notes~~$20 ~~arising~~per ~~from~~day an inaccuracy or breach of any representation or warranty of the Shareholders or TBT or failure to perform or comply with the Notes or other agreements or documents delivered in connection with the Mergerthereafter.

2Redwood agreed to restrict its ability to convert the Debenture and receive shares of the Company if the number of shares of common stock beneficially held by Redwood and its affiliates in the aggregate after such conversion exceeds 4.99% of the then outstanding shares of common stock; said percentage can increase to 9.99% upon no less than 61 days’ notice from Redwood to the Company.

The ~~foregoing~~Company ~~description~~has of the ~~Amended~~right ~~Merger~~to ~~Agreement,~~prepay ~~the~~any ~~Notes,~~portion ~~the~~of ~~Security Agreement and~~ the ~~Stock~~Debenture ~~Pledge~~upon ~~Agreement~~ten isdays’ ~~qualified~~notice inand ~~its~~payment ~~entirety by reference to the full text~~ of ~~such~~a ~~documents,~~130% ~~copies~~prepayment ~~of which are attached hereto as Exhibits 10~~penalty.~~13, 10.14, 10.15, 10.16 and 10.17.~~

~~Item~~ 2~~.03 – Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant~~

The ~~information~~Debenture ~~set~~contains ~~forth~~default events which, if triggered and not timely cured (if curable), will result in ~~Item~~a late fee of 18% and a default interest at the rate of 2% per month.01 ~~above~~Default isevents ~~hereby~~include, ~~incorporated~~without limitation, a default by ~~reference~~the ~~into~~Company ~~this~~under ~~Item~~any 2material agreement to which it or its subsidiary is obligated, the stock of the Company no longer being traded, transfers of stock through DTC no longer available or being a party to a change of control transaction or failing to deliver stock certificates prior to the third trading date after notice of conversion is delivered to the Company.~~03.~~

~~Section~~The Company agreed to provide Redwood 3~~-Securities~~ business days’ prior written notice of any proposed sale by the Company for cash of its common stock or other securities or debt obligations, except in connection with certain exempt issuances. Redwood has the right during said period to purchase such offered common stock, debt or other securities in accordance with the terms and ~~Trading~~conditions ~~Markets~~set forth in the notice of sale.

~~Item~~On 3April 29, 2015, Redwood issued the Company a $750,000 collateralized secured promissory note (the “Secured Redwood Note”), pursuant to which Redwood agreed to pay the Company $750,000 on or before March 29, 2015.02 ~~Unregistered~~Said ~~Sale~~Note is secured by the 10% membership interests of ~~Equity~~Redwood ~~Securities~~owned by Gary Rogers and John DeNobile.

AsFor ~~described~~all inthe ~~Item~~terms ~~2.01~~and ~~above,~~conditions onof ~~January~~the ~~14,~~Securities ~~2015~~Purchase Agreement, asthe ~~partial~~Debenture ~~consideration~~and ~~for~~Secured ~~the~~Redwood ~~acquisition~~Note ofdescribed ~~TBT~~above, ~~the~~reference ~~Company~~is ~~issued~~hereby made to ~~the~~such ~~Shareholders,~~Agreement ~~the~~and Notes ~~and~~annexed anhereto ~~aggregate~~as ofExhibits 810.20,~~100~~ 10.21 and Exhibit 10.22,~~000~~ ~~shares~~respectively. ofAll ~~common~~statements ~~stock~~made ofherein concerning the ~~Company~~foregoing Agreement, the Debenture and Secured Redwood Note are qualified by reference to said Exhibits.

The Notes and common stock issued to the Sellers pursuant to the Merger Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of- ~~the~~Financial ~~Securities Act.~~Information

~~The~~Item ~~information~~2.03 ~~set~~Creation ~~forth~~of ina ~~Item~~Direct ~~2.01~~Financial ~~above~~Obligation isor ~~hereby~~an ~~incorporated~~Obligation byunder ~~reference~~an ~~into~~Off-Balance ~~this~~Sheet ~~Item~~Arrangement 3of a Registrant.~~02.~~

~~Section~~The disclosures 5set forth above under Item 1.01(Entry –into ~~Corporate~~a ~~Governance~~Material ~~and~~Definitive ~~Management~~Agreement) above is incorporated by reference into this Item 2.03.

~~Item~~Section ~~5.03~~3 ~~Amendments~~- toSecurities ~~Articles~~and ofTrading ~~Incorporation or Bylaws; Change in Fiscal Year.~~Markets

AsItem a3.02 ~~result~~Unregistered ofSales ~~the consummation~~ of ~~the~~Equity ~~merger of The Big Tomato by the Company, the fiscal year of the Company is December 31st~~Securities. Accordingly, the Company will file an Annual Report on Form 10-K for the year ended November 30, 2013 without regard to the Merger and an amended Annual Report for the fiscal year ended December 31, 2014 including the financials of TBT.

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 3.02. The Debenture and Secured Redwood Note described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The securities purchase agreements executed in connection therewith contains representations to support the Company's reasonable belief that Redwood had access to information concerning the operations and financial condition of the Company, is acquiring the securities for its own account and not with a view to the distribution thereof, and is an "accredited investor" as such term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act of 1933, as amended. At the time of their issuance, the Debenture and any shares of common stock issued upon conversion thereof above will be deemed to be restricted securities for purposes of the Securities Act and the certificates representing the securities shall bear legends to that effect.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.20	Securities Purchase Agreement dated April 29, 2015 between Monarch America, Inc. and Redwood Management LLC
2.1		Plan and Agreement of Merger
10.21	Original Issue Discount Convertible Debenture due April 29, 2016 issued by Monarch America, Inc. to Redwood Management LLC in the principal amount of $1,000,000
10.13		Amendment to Merger Agreement, dated January 1, 2015
10.22	Secured Purchaser Note issued by Redwood Management LLC to Monarch America, Inc. in the principal amount of $750,000
10.14		$1,000,000 Secured Promissory Note issued by the Company to Jeremy N. Stout
10.15		$1,000,000 Secured Promissory Note issued by the Company to Josh Field
10.16		Security Agreement, dated January 1, 2015
10.17		Stock Pledge Agreement, dated January 1, 2015
10.18		Employment Agreement, dated January 1, 2015, between The Big Tomato, Inc. and Jeremy N. Stout
10.19		Employment Agreement, dated January 1, 2015, between The Big Tomato, Inc. and Josh Field
99.1		The Big Tomato financial statements for the fiscal years ended December 31, 2013 and 2012
99.2		The Big Tomato financial statements for the nine months ended September 30, 2014 and 2013
99.3		Unaudited Pro Forma Consolidated Financial Statements: Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2014
		Unaudited Pro Forma Consolidated Statement of Operations for the year ended November 30, 2013
		Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months ended August 31, 2014
		Notes to the Unaudited Pro Forma Consolidated Financial Statements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONARCH AMERICA, INC.
Date: January 16, 2015	By:	/s/ Eric Hagen
Date: May 1, 2015	By:	/s/ Eric Hagen
	Name:	Eric Hagen
	Title:	President and Chief Executive Officer

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