10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

COMMISSION FILE NUMBER 000-52754

MONARCH INVESTMENT PROPERTIES, INC.

(Exact name of small business issuer as specified in its charter)

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

1801 North Military Trail, Suite 203
Boca Raton, FL 33431
(Address of principal executive offices)

(561) 391-6117
(Issuer’s telephone number)

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of March 31, 2008, there were 16,168,733 outstanding shares of common stock, par value $0.001 per share.

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Balance Sheets as of March 31, 2008 (Unaudited) and June 30, 2007		3
Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2008 and 2007 (Unaudited)		4
Condensed Statement of Changes in Stockholders’ Deficiency for the Nine Months Ended March 31, 2008 (Unaudited)		5
Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2008 and 2007 (Unaudited)		6
Notes to the Condensed Unaudited Financial Statements as of March 31, 2008 and 2007 (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES
EX-31.1	Section 302 Certification of Principal Executive Officer
EX-31.2	Section 302 Certification of Principal Financial Officer
EX-32	Section 906 Certification of Officers

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONARCH INVESTMENT PROPERTIES, INC.
BALANCE SHEETS

	March 31, 2008 (Unaudited)			June 30, 2007
ASSETS
CURRENT ASSETS
Cash	$	1,237		$	3,336
Total current assets		1,237			3,336
TOTAL ASSETS	$	1,237		$	3,336
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accrued expenses and other current liabilities	$	57,238		$	30,718
Convertible judgment debt payable		192,045			181,059
Affiliated party debt		244,964			109,252
Total Current Liabilities		494,247			321,029
COMMITMENTS AND CONTINGENCES
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $.01 par value 25,000,000 shares authorized, no shares issues and outstanding		—			—
Common stock, $.001 par value, 500,000,000 shares authorized, 16,168,733 shares issued and outstanding		16,169			16,169
Additional paid-in capital		2,833,241			2,833,241
Accumulated deficit		(3,342,420	)		(3,167,103	)
Total Stockholders’ Deficiency		(493,010	)		(317,693	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIENCY	$	1,237		$	3,336

See accompanying notes to the condensed unaudited financial statements

3

MONARCH INVESTMENT PROPERTIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2008			2007			2008			2007
Revenue	$			$	—		$	—		$	—
General and administrative expenses		44,321			5,750			147,119			18,385
Loss from operations		(44,321	)		(5,750	)		(147,119	)		(18,385	)
Other (expenses):
Interest expense		(10,777	)		(6,186	)		(28,198	)		(17,662	)
Total other (expense)		(10,777	)		(6,186	)		(28,198	)		(17,662	)
Net loss	$	(55,098	)	$	(11,936	)	$	(175,317	)	$	(36,047	)
Net loss per common share:
Basic and fully diluted	$	(0.003	)	$	(0.001	)	$	(0.011	)	$	(0.002	)
Weighted average number of common shares outstanding Basic and fully diluted		16,168,733			16,168,733			16,168,733			16,168,733

See accompanying notes to the condensed unaudited financial statements

4

MONARCH INVESTMENT PROPERTIES, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
FOR THE NINE MONTHS ENDED MARCH 31, 2008
(Unaudited)

							Additional
	Preferred		Common Stock				Paid-In		Accumulated
	Shares		Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2007				16,168,733	$	16,169	$	2,833,241	$	(3,167,103	)	$	(317,693	)
Net Loss										(175,317	)		(175,317	)
Balance at March 31, 2008		—		16,168,733	$	16,169	$	2,833,241	$	(3,342,420	)	$	(493,010	)

See accompanying notes to the condensed unaudited financial statements

5

MONARCH INVESTMENT PROPERTIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(175,317	)	$	(36,047	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in accrued expenses and other current liabilities		26,520			(7,049	)
Increase in convertible judgment debt payable		10,986			10,996
Total adjustments		37,506			3,947
Net cash used in operating activities		(137,811	)		(32,100	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in affiliated party debt		135,712			29,775
Net cash provided by financing activities		135,712			29,775
NET INCREASE (DECREASE) IN CASH		(2,099	)		(2,325	)
CASH - BEGINNING OF YEAR		3,336			4,334
CASH - END OF PERIOD	$	1,237		$	2,009
SUPPLEMENTAL CASH FLOW DATA:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes to the condensed unaudited financial statements

6

Monarch Investment Properties, Inc.
Notes to Condensed Unaudited Financial Statements
March 31, 2008
(Unaudited)

Note 1 – Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with the audited financial statements for the years ended June 30, 2007 and 2006 included in Amendment Number 1 to the Company’s Registration Statement on Form 10-SB/A filed with the Securities and Exchange Commission (“SEC”)on September 27, 2007. The Company’s Registration Statement became effective by statute on October 7, 2007.

The results of operations for the period ended March 31, 2008 are not necessarily indicative of the operating results for the full year.

Note 2 – Agreement and Plan of Merger

On December 18, 2007 the Company and All American Home Products, LLC, a Florida limited liability company (“All American”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which All American will merge with, and into, the Company (the “Merger”). The Board of Directors of the Company has unanimously approved the Merger Agreement.

Details of the Merger Agreement and information related to the business of All American and its unaudited financial statements for the interim period ended September 30, 2007 and its audited financial statements for the year ended December 31, 2006 and accompanying notes were filed with the Securities and Exchange Commission on February 14, 2008 in a Preliminary Information Statement (the “Information Statement”) pursuant to Section 14(c) of the Securities Act of 1934. In accordance with SEC regulations, All American’s audited financial statements for the year ended December 31, 2007 will be filed with the SEC in an amended Information Statement following which a Definitive Information Statement will be mailed to the Company’s stockholders.

All American is a distribution and installation company providing impact and storefront windows, doors, accordion shutters, protective panels and other hurricane related products and services to the new construction, commercial and retail markets. All American is headquartered in Pompano Beach, Florida.

7

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, All American will be merged with, and into, the Company and the separate existence of All American will cease. The Company will be the surviving corporation in the Merger and will continue its corporate existence under the laws of the State of Nevada. The directors and officers of All American, immediately prior to the effective time, will become the directors and officers of the Company upon consummation of the Merger.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each unit representing a membership interest of All American (collectively, the “Membership Interests”) will be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Company (“Common Stock”). At the effective time of the Merger, the Membership Interests of All American will no longer be outstanding and shall automatically be cancelled and retired and cease to exist, and each All American member shall cease to have any rights with respect to the Membership Interests of All American, except the right to receive the merger shares. No fractions of a share of Common Stock will be issued, and in lieu of such issuance, an All American member who would otherwise be entitled to a fraction of a share of Common Stock as a result of the exchange of shares contemplated by the Merger Agreement will receive from us one additional share of Common Stock.

The consummation of the Merger is subject to certain conditions, including approval of the members of All American and the Company’s stockholders and the completion of a 1 for 16.168733 reverse stock split (the “reverse split”) to be effectuated by the Company prior to the merger, pursuant to which each 16.168733 old shares of the Company’s common stock issued and outstanding prior to such reverse stock split will be converted and exchanged into one share of new Common Stock following such reverse stock split, with any fractional shares being rounded up to the next whole share.

The Merger Agreement contains certain termination rights for both the Company and All American, including without limitation, the mutual right to terminate the Merger Agreement if for any reason the closing has not occurred on or before March 1, 2008. If either party materially breaches the Agreement, then such party can be required to pay the other party’s fees and costs incurred related to this transaction. All American has requested an extension of the Agreement until April 30, 2008. Consummation of the Merger is also subject to customary closing conditions, and representation, warranties and covenants from each of the Company and All American.

8

Conversion of Judgment Debt

On March 14, 2005, the Company issued to Strategic Capital Resources, Inc. (“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 a promissory note (the “JJFN Note”) between the Company and JJFN Holdings, Inc., a wholly-owned subsidiary of Strategic (“JJFN”). 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 and upon the request of Strategic to include those registerable shares underlying the Strategic Warrant in such registration statement.

The Merger Agreement also provides that, at the Closing payment in full will be made on all obligations the Company owes to JJFN, which consists of amounts owed by the Company under the JJFN Note, as well as all other obligations of the Company. The judgment held by an affiliate of the Company’s principal stockholder at March 31, 2008 is $192,045. Pursuant to the Merger Agreement, the principal balance of the JJFN Note, plus any accrued but unpaid interest thereon, will be converted into Company Common Stock at a conversion price of $.10 per share immediately before the Reverse Stock Split and deemed satisfied in full. Upon such conversion, Strategic will cause to be filed a Satisfaction of Judgment with the Supreme Court of the State of New York, County of Queens, relating to a judgment previously obtained by JJFN against the Company.

Conversion of Strategic Warrant

The Strategic Warrant which is outstanding is exercisable for 1,100,000 shares of pre-reverse merger Common Stock at an exercise price of .001 per share. The Company anticipates the warrant will be exercised on the closing date of the Merger into 1,100,000 shares of Common Stock on a pre-reverse split basis which will then be subject to the 16.168733 reverse stock split resulting in the increase of new Common Stock of 68,031 in exchange for the old shares.

Accounting Treatment for the Merger

The Merger will be treated as a reverse acquisition for accounting purposes, with AAHP being the successor reporting entity. The Company has no operations or revenues and the only asset that it had on March 31, 2008 is a cash balance of $1,237.

9

The Company is considered to be a shell company prior to the acquisition. In connection with the proposed acquisition of AAHP, the members of AAHP will receive approximately 19 million shares of post reverse split Common Stock, or approximately 95% of the total outstanding shares prior to the conversion of the Company’s judgment debt and Strategic Warrant. The Company’s current stockholders will ultimately retain approximately 1 million shares, or 5%, of the Company’s stock prior to the conversion of the judgment debt and the Strategic Warrant.

Common Stock To Be Outstanding Upon Consummation of Merger

Current shares outstanding	16,168,733
Reverse stock split adjustment of Company’s shares to existing stockholders at the reverse stock rate of 16.168733
New shares to be issued upon completion of Merger in exchange for old shares	1,000,000
Approximate number of shares to be issued upon conversion of judgment debt	116,510
Approximate number of shares to be issued upon conversion of Strategic Warrant	68,031
Approximate number of new shares to be issued for acquisition of AAHP	19,000,000
Approximate total number of shares to be outstanding after consummation of the proposed Merger	20,184,541

Note 3 – Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts payable and accrued expenses, convertible judgment debt payable and shareholder payable approximated their fair market value based on the short-term maturity of these instruments.

10

SFAS No. 107 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 March 31, 2008. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

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

Note 4 – Going Concern

As reflected in the accompanying financial statements, the Company incurred a net loss of $175,317, negative cash flow from operations of $137,811 for the nine months ended March 31, 2008, has an accumulated deficit of $3,342,420 and a stockholders’ deficiency of $493,010 at March 31, 2008. 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.

Note 5 – Accrued Expenses and Other Current Liabilities

	March 31, 2008		June 30, 2007
Legal fees	$	35,738	$	7,500
Accounting and Auditing		9,500		11,000
Miscellaneous, other		12,000		12,218
Total accrued expenses and other current liabilities	$	57,238	$	30,718

Note 6 – Affiliated Party Debt Transaction

	Nine Months Ended March 31, 2008		Year Ended June 30, 2007
Due to major shareholder/creditor, beginning of period	$	109,252	$	59,926
Additional borrowings		118,500		39,609
Accrued interest		17,212		9,717
Repayments		—		—
End of year	$	244,964	$	109,252

11

See Note 2 – “Agreement and Plan of Merger” and Note 9 to the audited financial statements included in the Company’s Registration Statement on Form 10-SB/A for the fiscal year ended June 30, 2007.

Note 7 – Income Taxes

SFAS No. 109, “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.

Note 8 – 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 $192,045 convertible debt into 1,920,450 shares are both anti-dilutive due to the Company’s net loss, no diluted per share amounts are presented.

12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis presents a review of the operating results of Monarch Investment Properties, Inc. (the “Company”) for the three and nine months ended March 31, 2008 and 2007, respectively, and the financial condition of the Company at March 31, 2008. The discussion and analysis should be read in conjunction with the condensed financial statements and accompanying notes included herein, as well as the Company’s audited financial statements for the years ended June 30, 2007 and 2006 included in Amendment Number 1 to the Company’s Registration Statement on Form 10-SB/A filed with the SEC on September 27, 2007. The Company’s Registration Statement became effective by statute on October 7, 2007.

Forward-looking Statements

Statements included in the Quarterly Report filed on Form 10-QSB that do not relate to present or historical conditions are “forward-looking statements.” Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” and “plans” and similar expressions are intended to identify forward-looking statements. Our ability to predict projected results or the effect of events on our operating results is inherently uncertain. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those discussed in, or implied by, this document. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed, or implied by, in the statements. Important factors that could cause actual performance or results to differ materially from those expressed in, or implied by, forward-looking statements include, but are not limited to: (i) industry competition, conditions, performance and consolidation, (ii) legislative and/or regulatory developments, (iii) our ability to find to find an acceptable merger candidate, (iv) the effects of adverse general economic conditions, both within the United States and globally, and (v) other factors described under “Risk Factors” contained in the Company’s Amendment Number 1 to the Registration Statement on Form 10-SB/A filed with the Securities and Exchange Commission on September 27, 2007. The Company’s Registration Statement became effective by statute on October 7, 2007.

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligations to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements.

13

Overview

We have virtually no operating history and due to the uncertain nature of the markets we address or intend to address, due to this, it is difficult to predict our future results of operations.

Our Business Strategy

Our current business plan is to serve as a vehicle for the acquisition of or merger or consolidation with a target company. We intend to effect a business combination with a target company, 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.

The Company will not restrict its potential candidate business to any specific business, industry or geographical location and, thus, may acquire any type of business. However, our management intends to focus on businesses having at least a majority of their assets, based on either a historical balance sheet valuation or a fair market valuation, represented by real estate or other physical assets, or which utilize these types of assets to derive at least a majority of its revenue. The description of our business objectives is extremely general and is not meant to restrict the discretion of our management to search for and enter into potential business opportunities. We have not chosen the particular business in which we will engage and have not conducted any market studies with respect to any business or industry for you to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate. To the extent we enter into a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries that experience rapid growth. In addition, although we will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot guarantee that we will properly ascertain or assess all significant risk factors.

The Company does not currently engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs and expenses related to filing of Exchange Act reports with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) and consummating a business combination. Management anticipates that financing the costs and expenses to be incurred with such activities through loans or further investment in the Company to be made by them or their affiliates or non-affiliated third parties as and when necessary. There is no assurance of such funding will continue.

14

On December 18, 2007 the Company and All American Home Products, LLC, a Florida limited liability company (“All American”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which All American will merge with, and into, the Company (the “Merger”). The Board of Directors of the Company has unanimously approved the Merger Agreement.

All American is a distribution and installation company providing impact and storefront windows, doors, accordion shutters, protective panels and other hurricane related products and services to the new construction, commercial and retail markets. All American is headquartered in Pompano Beach, Florida.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, All American will be merged with, and into, the Company and the separate existence of All American will cease. We will be the surviving corporation in the Merger and will continue our corporate existence under the laws of the State of Nevada. The directors and officers of All American, immediately prior to the effective time, shall become the directors and officers of the Company upon consummation of the Merger. Consummation of the Merger is subject to the approval of the Company stockholders and the members of All American.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each unit representing a membership interest of All American (collectively, the “Membership Interests”) will be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Company. At the effective time of the Merger, the Membership Interests of All American will no longer be outstanding and shall automatically be cancelled and retired and cease to exist, and each All American member shall cease to have any rights with respect to the Membership Interests of All American, except the right to receive the merger shares. No fractions of a share of Common Stock will be issued, and in lieu of such issuance, an All American member who would otherwise be entitled to a fraction of a share of Common Stock as a result of the exchange of shares contemplated by the Merger Agreement will receive from us one additional share of Common Stock.

The consummation of the Merger is subject to certain conditions, including the completion of a 1 for 16.168733 reverse stock split to be effectuated by the Company prior to the merger, pursuant to which each 16.168733 shares of the Company’s Common Stock issued and outstanding prior to such reverse stock split will be converted and exchanged into one share of Common Stock following such reverse stock split, with any fractional shares being rounded up to the next whole share.

The Merger Agreement contains certain termination rights for both the Company and All American, including without limitation, the mutual right to terminate the Merger Agreement if for any reason the closing has not occurred on or before March 1, 2008. All American has requested an extension of the Merger Agreement through April 30, 2008.

15

Consummation of the Merger is also subject to customary closing conditions, and representation, warranties and covenants from each of the Company and All American. If either party materially breaches the Agreement, then such party can be required to pay the other party’s fees and costs incurred related to this transaction.

The Merger will be treated as a reverse acquisition for accounting purposes, with AAHP being the successor reporting entity. The Company has no operations or revenues and the only asset that it had on March 31, 2008 is a cash balance of $1,237.

The Company is considered to be a shell company prior to the acquisition. In connection with the proposed acquisition of AAHP, the members of AAHP will receive approximately 19 million shares of post reverse split Common Stock, or approximately 95% of the total outstanding shares prior to the conversion of the Company’s judgment debt and the Strategic Warrant. The Company’s stockholders will ultimately retain approximately 1 million shares, or 5%, of the Company’s stock prior to the conversion of the judgment debt and the Strategic Warrant.

Conversion of Judgment Debt

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 and upon the request of Strategic to include those registrable shares underlying the Strategic Warrant in such registration statement.

The Merger Agreement provides, at the Closing, payment in full will be made to discharge all obligations due to the Company’s principal stockholder. The judgment held by an affiliate of the Company’s principal stockholder in the amount of $192,045 at March 31, 2008, plus any accrued but unpaid interest thereon, will be converted into the Company Common Stock at a conversion price of $.10 per share immediately before the Company’s Reverse Stock Split and deemed satisfied in full. Upon such conversion, Strategic will cause to be filed a Satisfaction of Judgment with the issuing court.

16

Conversion of Strategic Warrant

The Strategic Warrant which is outstanding is exercisable for 1,100,000 shares of pre-reverse merger Common Stock at an exercise price of .001 per share. The Company anticipates the Strategic Warrant will be exercised on the closing date of the Merger into 1,100,000 shares of Common Stock, on a pre-reverse split basis, which will then be subject to the 16.168733 reverse stock split resulting in the increase of new Common Stock of 68,031 in exchange for the old shares.

The Company is considered to be a shell company prior to the acquisition. In connection with the proposed acquisition of AAHP, the members of AAHP will receive approximately 19 million shares of post reverse Common Stock, or approximately 95% of the total outstanding shares prior to the conversion of the Company’s judgment debt and the Strategic Warrant. The current Company stockholders will ultimately retain approximately 1 million shares, or 5%, of the Company’s stock prior to the conversion of the judgment debt and the Strategic Warrant.

Common Stock To Be Outstanding Upon Consummation of Merger

Current shares outstanding	16,168,733
Reverse stock split adjustment of Company’s shares to existing stockholders at the reverse stock rate of 16.168733
New shares to be issued upon completion of Merger in exchange for old shares	1,000,000
Approximate number of shares to be issued upon conversion of judgment debt	116,510
Approximate number of shares to be issued upon conversion of the Strategic Warrant	68,031
Approximate number of new shares to be issued for acquisition of AAHP	19,000,000
Approximate total number of shares to be outstanding after consummation of the proposed Merger	20,184,541

Financial Condition and Changes

Cash

We have minimal cash and are dependent in the short term on affiliated parties to continue to infuse capital to meet our obligations. There is no assurance that this funding will continue.

17

Accrued Expenses and Other Liabilities

Accrued expenses at March 31, 2008 and June 30, 2007 consisted primarily of professional fees. Listed below is a summary of the transactions related to accrued expenses and other liabilities:

	March 31, 2008		June 30, 2007		Increase (Decrease)
Legal fees	$	35,738	$	7,500	$	28,238
Accounting fees		9,500		11,000		(1,500	)
Miscellaneous, other		12,000		12,218		(218	)
Total Accrued Expenses and Other Liabilities	$	57,238	$	30,718	$	26,520

The increase in accrued legal fees was primarily the result of costs related to our filing the preliminary information statement (the “Information Statement”) pursuant to Section 14(c) of the Securities Exchange Act of 1934, with the Securities and Exchange Commission, as well as due diligence and preparation of the merger agreement.

The reduction in accrued accounting fees was the result of the net between payments made and the accrual. During the current fiscal year the prior year’s audit and tax preparation fees were paid that pertained to our filing of the registration statement on Form 10-SB/A with the Securities and Exchange Commission.

Convertible Judgment Debt Payable

Listed below 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:

Original judgment	$	1,100,000
Partial payment made November 2004		(155,000	)
Interest 1999 through June 2005		643,500
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 2007		14,657
Balance June 30, 2007		181,059
Interest July 2007 through March 2008		10,986
Balance March 31, 2008	$	192,045

18

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 and upon the request of Strategic to include those registrable shares underlying the Strategic Warrant in such registration statement.

Affiliated Party Debt

To date, our operations have been funded by Strategic Capital Resources, Inc. (“Strategic”) which is controlled by one of our executive officers and our majority shareholder. Listed below is a summary of the transactions related to the debt we owe to Strategic:

Balance, June 30, 2007	$	109,252
Advances		118,500
Interest		17,212
Repayments		—
Balance, March 31, 2008	$	244,964

Results of Operations

We have generated no revenues since our fiscal year ended 1998 and will not generate revenues until, at the earliest, the completion of a business combination with an operating entity. There can be no assurance that we will be able to consummate a business combination on terms acceptable to us and our stockholders or at all.

Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007

General and administrative expenses were $44,321 for the three months ended March 31, 2008, as compared to $5,750 for the three months ended March 31, 2007, an increase of $38,571. Accounting fees were higher as a result of our Securities and Exchange Commission reporting requirements. Legal fees were higher as a result of preparations of the information statement and merger agreement, performing due diligence with the merger candidate and various Securities and Exchange Commission filings. The increase in Edgarization Fees was the result of costs associated with various Securities and Exchange Commission filings, primarily the information statement. Listed below is a summary of these expenses:

	2008		2007
Accounting Fees	$	4,500	$	2,500
Legal Fees		36,000		—
Management Fees		1,500		1,500
Edgarization Fees		1,083		—
Stock Transfer Fees		575		250
Miscellaneous Fees		663		1,500
TOTAL	$	44,321	$	5,750

19

Interest expense was $10,777 for the three months ended March 31, 2008, compared to $6,186 for the three months ended March 31, 2007, an increase of $4,591. The increase was the result of higher affiliated party debt at March 31, 2008 compared to 2007, resulting in higher interest expense for the three months ended March 31, 2008.

Nine Months Ended March 31, 2008 Compared to the Nine Months Ended March 31, 2007

General and administrative expenses were $147,119 for the nine months ended March 31, 2008, as compared to $18,385 for the nine months ended March 31, 2007, an increase of $128,734. Accounting and Legal expenses for the nine months ended March 31, 2008 were higher primarily as a result of our filing the Registration Statement on Form 10-SB/A with the Securities and Exchange Commission. Accounting fees in 2008 of $23,800 comprised of $10,300 related to the filing of the Registration Statement on Form 10-SB and $6,000 pertains to the Form 10-QSB filings and $7,500 pertains to audit and tax services. Legal fees in 2008 of $107,553 comprised of $54,176 related to filing of the Registration Statement on Form 10-SB, $38,130 pertains to due diligence including Merger Agreement and $15,247 pertains to the Form 10-QSB filings. The increase in Edgarization Fees was the result of costs associated with various Securities and Exchange Commission filings, primarily the cost of filing the information statement. Listed below is a summary of these expenses:

	2008		2007
Accounting Fees	$	23,800	$	7,500
Legal Fees		107,553		—
Management Fees		4,500		4,500
Edgarization Costs		8,954		—
Stock Transfer Fees		975		1,885
Miscellaneous Fees		1,337		4,500
TOTAL	$	147,119	$	18,385

Interest expense was $28,198 for the nine months ended March 31, 2008, compared to $17,662 for the nine months ended March 31, 2007, an increase of $10,536. The increase was the result of higher affiliated party debt at March 31, 2008 compared to 2007, resulting in higher interest expense for the nine months ended March 31, 2008.

20

Liquidity and Capital Resources

At March 31, 2008, our cash balance was $1,237 and we had a working capital deficit of $493,010.

To date, our operations have been funded by a company which is controlled by our President. This funding included paying professional and edgarization fees, as well as accruing interest on the affiliated debt and $500 per month for management fees.

For the nine months ended March 31, 2008, we had negative cash flows from operating activities of $137,811 compared to negative cash flows of $32,100 for the nine months ended March 31, 2007, an increase of $105,711. We have been dependent upon proceeds of loans from affiliates to fund continuing activities. For the nine months ended March 31, 2008, our loans from this company increased by $135,712 to pay the above described professional fees. We currently do not have sufficient cash reserves to meet all of our anticipated obligations for the next twelve months and there can be no assurance we will ultimately obtain the necessary financing. In addition to any third-party financing that may be obtained, we currently expect that loans from our stockholders may be a continuing source of liquidity to meet our obligations. Accordingly, we will need to seek funding in the near future. Our independent auditors have issued a going concern paragraph in their opinion on the financial statements for the year ended June 30, 2007 that states there is substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent on our ability to access capital through debt and equity funding.

Significant Accounting Policies

The significant accounting policies are summarized as follows:

Use of Estimates

Our management 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.

Fair Value of Financial Instruments

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.

Statement of Financial Accounting Standards (“SFAS”) No. 107 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 March 31, 2008 and 2007. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

21

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

Our accounting policies and recent accounting pronouncements are described in Note 3 to our audited financial statements for the fiscal years ended June 30, 2007 and 2006, included in Amendment Number 1 to our Registration Statement on Form 10-SB/A filed with the Securities and Exchange Commission on September 27, 2007. The Company’s Registration Statement became effective by statute on October 7, 2007.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

22

ITEM 3. CONTROLS AND PROCEDURES

The Company’s management, with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of March 31, 2008, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, to ensure that (i) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objective of the control system are met. Further, 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 the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

During the quarter ended March 31, 2008, there were no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

23

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1	–	Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	–	Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32	–	Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

24

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MONARCH INVESTMENT PROPERTIES, INC.
(Registrant)

Date: April 10, 2008
By:	/s/ Stephen M. Gould
STEPHEN M. GOULD
Treasurer and Chief Financial
Officer (Principal Financial and Accounting Officer)
Date: April 10, 2008
By:	/s/ David Miller
DAVID MILLER
President and Director (Principal Executive Officer)

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, David Miller, Principal Executive Officer, certify that:

1.	I have reviewed this quarterly report for the period ending March 31, 2008 on Form 10-QSB of Monarch Investment Properties, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the small business issuer and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.	The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s Board of Directors (or persons performing the equivalent function);
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 10, 2008

/s/ David Miller

David Miller

Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Stephen M. Gould, Principal Financial Officer, certify that:

1.	I have reviewed this quarterly report for the period ending March 31, 2008 on Form 10-QSB of Monarch Investment Properties, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the small business issuer and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.	The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s Board of Directors (or persons performing the equivalent function);
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 10, 2008

/s/ Stephen M. Gould

Stephen M. Gould

Principal Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monarch Investment Properties, Inc. (the “Company”) on Form 10-QSB for the quarter ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Stephen Gould, Principal Financial Officer and Principal Accounting Officer of the Company, and David Miller, President and Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stephen M. Gould

Principal Financial Officer and
Principal Accounting Officer
April 10, 2008

/s/ David Miller

President and Principal Executive Officer
April 10, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.