UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~June 2924, 2015

MONARCH AMERICA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-54798		99-0372219
333-179390		99-0372219
(Commission File Number)		(IRS Employer Identification No.)

~~1150W~~1150 W. Custer Place

Denver, ~~Colorado~~CO 80223

(Address of Principal Executive Offices, Zip Code)

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

(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 17 – ~~Registrant’s~~Regulation ~~Business and Operations~~FD

Item 17.01. ~~Entry~~Regulation ~~into a Material Definitive Agreement.~~FD

OnThe ~~April~~information ~~29,~~set ~~2015,~~forth Monarch America, Inc. (the “Company”) entered into a Securities Purchase Agreement with Redwood Management LLC, a Florida limited liability company (“Redwood”), for the sale of an original issue discount convertible debenture (the “Debenture”) in ~~the~~Item ~~principal amount of $1,000,000~~8.01 ~~The Debenture was issued for an original issue discount~~ of ~~10%,~~this ~~and~~Current ~~interest~~Report on ~~the~~Form ~~Debenture~~8-K ~~accrues~~is atincorporated ~~the~~by ~~rate~~reference ofinto ~~10%~~this ~~per~~Item ~~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~~7.01.

~~The~~Section ~~Company~~8 ~~received~~– ~~net~~Other proceeds from the issuance of the Debenture in the amount of $118,333. Pursuant to the terms of the Secured Redwood Note described below, on each of May 29th and the next consecutive four months, Redwood will pay the Company $150,000 as long as (a) the Company shall have duly honored all conversions submitted by Redwood, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Redwood, (c) the Common Stock is trading, (d) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable to Redwood, (e) there is no existing event of default under the Debenture, (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 daily dollar trading volume for the common stock exceeds an average of $15,000 per trading day, (h) the Company’s common stock must be DTC and DWAC Eligible and not subject to a “DTC Chill” and (i) the Company has timely filed all reports required to be filed by the Company after the date hereof pursuant to the Securities Exchange Act of 1934, as amended. Notwithstanding, upon at least 2 business days the Company may prohibit Redwood from making any prepayment otherwise due under the Secured Redwood Note.Events

~~The~~Item Debenture, which is due on April 29, 2016, is convertible into shares of the Company’s common stock at the election of Redwood at any time at a conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading day period prior to conversion8.01. ~~Failure~~Other ~~of the Company to deliver shares to Redwood within three days of conversion results the Company paying $10 per trading day for the first four days and $20 per day thereafter.~~Events

~~Redwood~~On ~~agreed~~June to24, ~~restrict~~2015, ~~its~~Monarch ~~ability~~America, toInc. ~~convert~~ (the ~~Debenture~~“Company”) ~~and~~entered ~~receive~~into ~~shares~~a offive-year consulting agreement (the ~~Company~~“Consulting ifAgreement”) with FSST Pharms, LLC, a limited liability company organized under the ~~number~~laws of ~~shares~~the Flandreau Santee Sioux Tribe (“FSST”). The term of ~~common~~the ~~stock~~Consulting ~~beneficially~~Agreement ~~held~~will automatically renew for subsequent one-year terms unless terminated by ~~Redwood~~either party upon 30-days’ prior written notice to the other party. Subject to the terms and ~~its~~conditions ~~affiliates~~of inthe Consulting Agreement, the ~~aggregate~~Company ~~after~~will ~~such~~serve ~~conversion~~as ~~exceeds~~FSST’s ~~4.99%~~exclusive independent contractor to provide consulting services to FSST related to medicinal and recreational marijuana and marijuana-related products, including with respect to the selection, purchase or lease of equipment and supplies, materials and services, the ~~then~~provision, ~~outstanding~~selection ~~shares~~and training of ~~common~~personnel, ~~stock;~~the ~~said~~maintenance ~~percentage~~and ~~can~~repair ~~increase~~of toFSST’s ~~9.99%~~facilities ~~upon~~and noequipment, ~~less~~the ~~than~~acquisition, 61installation ~~days~~and upgrading of equipment and systems required for FSST’s ~~notice~~operations ~~from~~and ~~Redwood~~growing tofacility and the ~~Company~~design and development of its marijuana grow facility.

The ~~Company~~Consulting ~~has~~Agreement ~~the~~provides ~~right~~that toFSST ~~prepay~~may ~~any~~purchase ~~portion~~nutrients, oflights, ~~the~~equipment ~~Debenture~~and ~~upon~~other ~~ten~~supplies ~~days’~~from ~~notice~~The Big Tomato, Inc. a Colorado corporation and ~~payment~~wholly-owned subsidiary of the Company (“The Big Tomato”), at a ~~130~~25% ~~prepayment~~discount ~~penalty~~to the retail prices offered by The Big Tomato.

2As consideration for the consulting services provided by the Company, FSST will pay the Company a consulting fee equal to a percentage of total net revenues generated by the sale of marijuana and/or marijuana products by FSST. “Total Net Revenues” is defined in the Consulting Agreement as total gross revenues minus the cost of goods sold, other expenses directly related to the cultivation, processing, and sale of inventory, depreciation, and taxes. The consulting fee shall be paid monthly and no later than 30 days’ following receipt of total gross revenues by FSST.

~~The Debenture contains default events which, if triggered and not timely cured (if curable), will result in a late fee of 18% and a default interest at the rate of~~ 2% per month. Default events include, without limitation, a default by the Company under any material 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.

~~The~~Either ~~Company~~party ~~agreed~~may toterminate ~~provide Redwood 3 business days’ prior written notice of any proposed sale by~~ the ~~Company~~Consulting Agreement for ~~cash~~cause ~~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~~of ~~conditions set forth in~~ the ~~notice~~Consulting ~~of sale~~Agreement.

OnThe ~~April~~Consulting ~~29,~~Agreement ~~2015,~~also ~~Redwood~~provides ~~issued~~for indemnification of the Company aby ~~$750~~FSST,~~000~~ ~~collateralized~~a ~~secured~~customary ~~promissory~~confidentiality ~~note~~provision ~~(the~~and ~~“Secured~~a ~~Redwood~~restrictive ~~Note”),~~covenant ~~pursuant~~whereby toneither ~~which~~FSST ~~Redwood~~nor ~~agreed~~any toof ~~pay~~its ~~the~~affiliates ~~Company~~will ~~$750,000~~engage onin orthe ~~before~~growing ~~March~~and ~~29,~~distributing ~~2015.~~marijuana ~~Said~~in ~~Note is secured by~~ the ~~10%~~State ~~membership~~of ~~interests~~South ofDakota, ~~Redwood~~in ~~owned~~any byother ~~Gary~~capacity ~~Rogers~~whatsoever, ~~and~~directly ~~John~~or ~~DeNobile~~indirectly.

~~For~~If ~~all~~FSST structures, leads to the ~~terms~~structuring, ~~and~~or ~~conditions~~assists ofwith the ~~Securities~~structuring ~~Purchase~~of ~~Agreement,~~a consulting or other development agreement between the ~~Debenture~~Company and ~~Secured~~another ~~Redwood~~tribe, ~~Note~~tribally ~~described~~owned ~~above~~company, ~~reference~~or isany ~~hereby~~other ~~made~~type of business entity, the Company agrees to ~~such~~pay ~~Agreement~~FSST ~~and~~a ~~Notes~~percentage ~~annexed~~of ~~hereto~~all revenue generated as ~~Exhibits~~a ~~10.20~~result of such agreement by the Company, ~~10.21~~to ~~and~~be ~~Exhibit~~paid to FSST in cash within 10~~.22~~ business days of receipt by the Company; provided, ~~respectively.~~however, ~~All~~that ~~statements~~if ~~made~~FSST ~~herein~~decides ~~concerning~~to ~~the~~utilize ~~foregoing~~such ~~Agreement~~proceeds to purchase common stock of the Company, it will be entitled to a purchase price discount of 10% of the ~~Debenture~~then ~~and~~volume ~~Secured~~weighted ~~Redwood~~average ~~Note~~price ~~are~~of ~~qualified~~the bycommon ~~reference~~stock for the 20 days prior to ~~said~~receipt ~~Exhibits~~by the Company of such notification by FSST.

~~Section~~For 2all -the ~~Financial~~terms ~~Information~~and conditions of the Consulting Agreement, reference is hereby made to such agreement annexed hereto as Exhibit 10.23. All statements made herein concerning the Consulting Agreement are qualified by reference to said Exhibit.

Item 29.0301. ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~The disclosures set forth above under Item 1.01~~(~~Entry into a Material Definitive Agreement~~d) ~~above is incorporated by reference into this Item 2~~Exhibits.~~03.~~

Section 3 - Securities and Trading Markets

Exhibit No.		Description

10.23		Consulting Agreement, dated June 24, 2015 between Monarch America, Inc. and FSST Pharms, LLC

~~Item~~ 3~~.02 Unregistered Sales of Equity Securities.~~

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.SIGNATURES

3Pursuant 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.

Item 9.01 Financial Statements and Exhibits.

	MONARCH AMERICA, INC.

Date: June 25, 2015	By:	/s/ Eric Hagen
		Eric Hagen
		President and Chief Executive Officer

~~(d) Exhibits.~~4

10.20	Securities Purchase Agreement dated April 29, 2015 between Monarch America, Inc. and Redwood Management LLC
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
10.22	Secured Purchaser Note issued by Redwood Management LLC to Monarch America, Inc. in the principal amount of $750,000

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: May 1, 2015	By:	/s/ Eric Hagen
	Name:	Eric Hagen
	Title:	President and Chief Executive Officer

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