UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the transition period from November 1, 2014 to June 30, 2015

COMMISSION FILE NUMBER 333-172825

MONARCHY VENTURES, INC.

(Exact name of registrant as specified in its charter)

NEVADA	46-0525633
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880 Hidalgo del Parral, Chihuahua, Mexico
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(702) 722-1003
Securities registered pursuant to Section 12(b) of the Act:	NONE.
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

 . Yes   X . No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 . Yes   X . No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     X . Yes  . No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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.      X . Yes  . No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer  .	Accelerated filer  .
Non-accelerated filer  .  (Do not check if a smaller reporting company)	Smaller reporting company   X .

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of November 2, 2015: $15,119,016.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of November 2, 2015, the Registrant had 66,937,187 shares of common stock outstanding.

MONARCHY VENTURES, INC.

ANNUAL REPORT ON FORM 10-K

 FOR THE EIGHT MONTHS ENDED JUNE 30, 2015

Contents
PART I	2
ITEM 1. BUSINESS OVERVIEW	2
ITEM 1A. RISK FACTORS	4
ITEM 2. PROPERTIES.	4
ITEM 3. LEGAL PROCEEDINGS.	9
ITEM 4. MINE SAFETY DISCLOSURES.	9
PART II	10
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	10
ITEM 6. SELECTED FINANCIAL DATA	11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.	11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	13
ITEM 9A. CONTROLS AND PROCEDURES.	13
ITEM 9B. OTHER INFORMATION.	14
PART III	14
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	14
ITEM 11. EXECUTIVE COMPENSATION.	16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.	20
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	21
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	21
ITEM 16. SIGNATURES.	22

1

PART I

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements include all matters that are not historical facts and include, without limitation statements concerning: our business strategy, outlook, objectives, future milestones, plans, intentions, goals, and future financial condition, including the period of time for which our existing resources will enable us to fund our operations.

We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

The forward-looking statements contained in this Report or the documents incorporated by reference herein speak only of their respective dates. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict them all. Except to the extent required by applicable laws, rules or regulations, we do not undertake any obligation to publicly update any forward-looking statements or to publicly announce revisions to any of the forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1.

BUSINESS OVERVIEW

(i) 

Principal products or services and their markets;

We were incorporated in the State of Nevada on June 16, 2010 under the name “Monarchy Resources, Inc.” in order to seek out and acquire mineral properties. With strong gold prices at that time we were interested in acquiring a property whereby gold might be discovered on it in sufficient quantities to warrant a production decision being made in the future.

Prior to incorporation on June 16, 2010, we entered into an assignment agreement with Rodelio Mining Ltd., an unrelated third party company, to acquire La Carlota for the sum of $5,000. At the time of entering into the assignment agreement, our previous President, Guilfred Casimiro, believed that the Company had already been incorporated on the laws of the State of Nevada. As a result, the assignment agreement constitutes a “pre-incorporation contract” and was subsequently ratified, including all other prior acts and actions, by our board of directors.

Subsequent to incorporation, our two directors and officers purchased “seed stock” in the Company and engaged a consulting geologist, Angela Ventura, to prepare a geological report on the La Carlota Property. Mr. Ventura’s geological report dated June 28, 2010 recommends a two phase program which is set out in detail in the section below titled “Properties”.

We do not have any gold as of yet on La Carlota since we have not done any exploration work to support a calculation as to the ounces of gold which might be on the claim. To our knowledge we do not know, and may never know, if there is gold on the claim unless our future exploration work verifies this fact. At the present time we do not have any products for sale.

On May 14, 2013, the Company entered into a Share Purchase Agreement (the “SPA”) with the owners of New World Minerals S.A.P.I. de C.V. (“New World”) Under the terms of the SPA, on September 9, 2013, the Company issued 10,000,000 shares of the Company at a deemed value of $1.00 per share to the owners of New World in exchange for 28% of the issued and outstanding shares of New World. New World is a mining operator in the Chihuahua region of Mexico which owns three working mines; Morelos, La Luna, and Peneto.

New World has mined gold and silver raw ore in its three small Mexican Mines. In order to mill, float, smelt and refine this ore, we must invest in additional equipment. No third party calculation of the gold in place at the three Mexican Claims have been made.

2

We have spent significant funds on these three Mexican mining interests since their acquisition. We have not yet undertaken sufficient exploration work on our mineral claim in the Phillipines, La Carlota. We have mined the Mexican claims and hope that the mining becomes profitable. We are also hopeful that our future exploration programs on the La Carlota claim will identify mineralization which eventually can be put into commercial production. However, it should kept in mind that very few mineral claims explored are ever able to go into commercial production. This might be the case with La Carlota. Nevertheless, we would like to be able to generate revenue from La Carlota by selling the mineral we locate on the claim.

 On October 12, 2014, at a special meeting of the board of directors of the Company, the Company resolved to enter into, execute, and close a share exchange agreement to acquire 100% of the outstanding shares of The Spud Shack Fry Company Ltd., an operating British Columbia based restaurant company (“Spud Shack”). Under the terms of the Agreement, the Company acquired 100% of Spud Shack in exchange for the issuance of 90,000,000 restricted common shares of the Company at a deemed price of $0.01 per share for a total acquisition cost of $900,000. The Agreement was closed on Friday, October 17, 2014.

(ii)

Distribution methods of the products or services;

Not applicable to our mining operations. Our restaurant operation has one location for walk-in customers.

(iii)

Status of any publicly announced new product or service;

Not applicable

(iv)

Competitive business conditions and the smaller reporting company's competitive position in the industry and methods of competition;

We are a small company with limited personnel and funds. There are many other mining companies who have more personnel at their disposal and funds on hand to undertake substantial exploration work on claims they own. In the market place for workers they will have advantage over us because they can offer higher salaries and longer periods of employment. This puts our Company as a disadvantage in seeking workers for future exploration work at Carlota.

In regards to our restaurant operation, our location is in a new developed area with plenty of new restaurants trying to attract the same clientele. However, none in our immediate vicinity offer Belgian fries, craft beers, and the same fresh ingredients we use in our burgers, sandwiches, salads, and sauces. If anything, our competitors draw more people to the area who are then willing to try something new.

(v)

Sources and availability of raw materials and the names of principal suppliers;

Our restaurant operation relies on several food wholesalers for our products including, but not limited to, Pacific Bottle Company, Sysco Foods, and Conte Foods.

For our mining interests, raw materials are extracted on site.

(vi)

Dependence on one or a few major customers;

Not applicable to our restaurant operation.

(vii)

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

Not applicable

(viii)

Need for any government approval of principal products or services.

Our restaurant operation is licensed to serve alcohol and subject to regular health inspections.

Regarding mining operations, government and environmental regulations exist in the Philippines and Mexico and our exploration and mining plans are subject to these various federal, state and local laws. The rules are dynamic and are generally becoming more demanding. Our plans aim to safeguard public and environmental health. We are currently in compliance with all material mining, health, safety, and environmental statutes of the Mexico and the Republic of the Philippines.

3

(ix)

Effect of existing or probable governmental regulations on the business;

No applicable to our restaurant operation.

Regarding mining operations, changes to federal, state and local laws in the jurisdiction in which we operate may require additional costs and financing. These changes are unpredictable and the additional requirements may render certain exploration activities uneconomical and lead to business failure.

(x)

Estimate of the amount spent during each of the last two fiscal years on research and development activities, and if applicable, the extent to which the cost of such activities is borne directly by customers;

Not applicable

(xi)

Costs and effects of compliance with environmental laws (federal, state and local); and

For mining operations, changes to federal, state and local laws in the jurisdiction in which we operate may require additional costs and financing. These changes are unpredictable and the additional requirements may render certain exploration activities uneconomical and lead to business failure.

(xii)

Number of total employees and number of full-time employees

We have approximately 10 employees at our restaurant operating and no employees for our mining operation other than our directors and officers.

ITEM 1A.

RISK FACTORS.

As a smaller reporting company we are not required to provide this information.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None

ITEM 2.

PROPERTIES.

Mexico:

In Mexico, we have a 45% interest in New World Metals SAPI (“New World”) which directly owns three working mines; Morelos, La Luna, and Peneto located in Chihuahua, Mexico. The Company is a 45% shareholder in New World. All three interests are lode mining concessions granted by the State, with the right to explore and exploit. The expiration dates for all titles expire in 2052. The three concessions have been all obtained through the State Ministry of Mines. New World Metals has both the surface and mineral rights to the property. The Concessions are without known proven (measured) or probable (indicated) reserves, as defined under SEC Industry Guide 7, and the exploration program is exploratory in nature.

Authorization and Permits

The transfer of concessions in Mexico must be registered under Mexican law. We have been advised that the transfer of the concessions to New World Metals has been registered with the appropriate Mexican authorities. Under Mexican law, a mining concession gives the holder both exploration and exploitation rights for any minerals found in the property. To maintain the concession, the holder must pay appropriate taxes, perform assessment work, comply with environmental laws, and file a production report each year with the appropriate authorities. Foreign individuals and companies wanting to hold concessions must do so through ownership in a Mexican corporation or through a joint venture and they may not hold mining concessions directly. Because of those requirements, we rely on New World Metals, persons associated with New World Metals, and its employees and consultants in Mexico, to perform all acts necessary to comply with the legal requirements necessary to maintain the concessions.

The Company has been advised that consultants working with New World Metals have obtained all of the approvals required for exploration rights under the concessions.

4

Mineralization

The mineralization is believed to be a low sulphadation epithermal deposit in quartz and calcite vein structures. The gold and silver on the properties is found in these veins and the host rock is shale.

Morelos Mine:

We hold an indirect 45% interest in this mine through our investment in New World. New World owns a direct interest in this mine. In 2013, major repairs and upgrades have been carried out to the mining structure at the Morelos Mine. Current assays at this new level show 1 gram of Gold and 200 grams of Silver per ton. The Morelos mine is 21 hectares and has gold and silver as its main minerals with assays averaging 2 grams of gold and 600 grams of silver per ton. Currently there is a stockpile of 6,000 tons of ore ready to process. Production is currently 30 tons per day.

Additional Mine details:

Name of Property	Morelos, Title number: T172230
Location and access	7.4 km southeast of Inde, Durango; Mexico, 2 hour drive from Parral, accessible by highway and 6 km of well-traveled dirt road
Description / History	This mine was in full production in the 1950′s. During the 1970′s it produced high grade mineral (15 kgs. of Silver)
Acreage	21 Hectares
Minerals Types	Gold & Silver
Stock Pile Size	6,000 tons
How many Assays	Multiple
Avg. Assay Results	600 Gr Silver 2 Gr Gold per ton
Bulk Sampling rate	40 Tons per day.
Source of power & water	Diesel generator, power line approx. 100m from property, water pumped out of mine and stored on site

La Luna Mine

We hold an indirect 45% interest in this mine through our investment in New World. New World owns a direct interest in this mine. In 2013 the La Luna Mine has been pumped free of water to the lower levels, and the shaft has been lowered an additional 7 meters. Most recent assays at these levels show 1.5 grams of Gold and 600 grams of Silver. The La Luna mine is 30 hectares and has gold and silver as its main minerals with assays averaging 2.5 grams of gold and 600 grams of silver per ton. Currently there is a stockpile of 3000 tons of ore ready to process. Production is currently 25 tons per day.

Additional Mine details:

Name of Property	La Luna, Title number: T217204
Location and access	Matamoros, Chihuahua, 42 km south of Parral, 24 km of highway, and 18 km of well-traveled dirt road.
Description / History	This mine was in operation in the 1970′s, but only the north zone was mined and only to the third level.
Acreage	30 hectares
Minerals Types	Gold and Silver
Stock Pile Size	3,000 tons
How many Assays	Multiple
Avg. Assay Results	600 Grams Silver; 2.5 Grams Gold. The main vein shows 13 kilos Silver and 25 Grams Gold
Bulk Sampling rate	30 Tons per day
Source of power & water	Access to electrical grid power on site, water pumped out of mine and stored on site

5

Peneto Mine

We hold an indirect 45% interest in this mine through our investment in New World. New World owns a direct interest in this mine. The Peneto mine has gold and silver as its main minerals with assays averaging 11 grams of gold and 170 grams of silver per ton. Currently there is a stockpile of 500 tons of ore ready to process. Production is currently at 15 tons per day. In 2013, at the Peneto Mine, the shaft was deepened an additional 8 meters, and assays have been ordered on these recent samples.

Additional Mine details:

Name of Property	Peneto, Title number: T194641
Location and access	Santa Barbara, Chihuahua, access by 6km of well-traveled dirt road
Description / History	Mine in production since 1990, but only explored to the fourth level
Minerals Types	Gold & Silver
Stock Pile Size	500 Tons
Acreage Avg Assay Results	20 Hectares 11 Grams Gold, 170 Grams Silver
Bulk Sampling Rate	15 Tons per day

During the 6 months ended October 31, 2013, New World has spent $141,641 on exploration activities. Our share of this loss was $54,989 which has been recorded in the records as an equity loss in the investment in New World.

Our total daily production or bulk sampling rate was a combined 85 tons per day for all three mines. Based on this daily total, and on a basis of 25 operating days per month, our bulk sampling rate is approximately 25,500 tons per year. 

6

Philippines:

In the Philippines we have a single mineral claim, La Carlota. The title indicates that the Company owns the property outright.

The La Carlota Gold Claim was acquired on June 30, 2010. The Company has a Gold Claim on a 97.3 Hectare area can be identified in the Philippines by the following information:

Property Name: La Carlota Gold Mine

Certificate Number: PCLC1028858

Title Number: CA188042

Registration Received: June 11, 2010; Entered on June 14, 2010

Title Granted On: June 30, 2010

Parcel Identifier: 058-735-651

8 Unit Claim Block: 97.3 Hectares

Our mining geologist, Angelo Ventura, recommended a two phase exploration program of this property but as of the date of this Form 10-K work has been undertaken on the La Carlota.

The Budget

Phase I (Completed)	Philippine Currency	United States Currency
Geological mapping including air photo	315,268	$ 6,881
Geophysical surveying	291,500	6,362
Total Phase I	606,768	13,244
Phase II
Geochemical surveying with surface mapping including grab and soil samples	1,192,961	26,039
Total Phases I and II	1,799,729	$ 39,283

The above conversion rate has been done at PHP 45.81 to US $1.00. (Forex rate on October 15, 2015)

Phase I was commenced in July 2011 and the report issued by Jonathan Malig was dated December 13, 2011.

RECOMMENDATION & CONCLUSION

Based on the results of the exploration and the geological mapping done to date, an extensive diamond drilling program is recommended as it is clearly evident that significant mineralization exists on the property.

The soil sampling results (which are shown below) also suggest that an extensive diamond drilling program is merited and that significant mineralization exists on the property.

The soil sampling, highlights are as follows:

- 3,5km soil anomaly co-incident with hard rock artisanal gold working

- Four prospects defined, with three currently being explored

- Granite-hosted quartz vein and stock work deposit

- Visible gold identified in 25 holes

- Artisanal workings define a 16km-long mineralised corridor

- Systematic soil and stream sampling over majority of license completed

- IP resistivity / radiometric survey completed

- 12 trenches complete

7

Exploration Facilities

In Mexico, the Company has plans to process its raw ore on site and is currently studying the feasibility and raising the funds to build a small mill.

Other Mineral Properties

We have not yet considered any other mineral properties until such time as we have at least raised additional funds to fully develop the Mexican claims.

Competition

In Mexico and the Philippines, there are numerous mining and exploration companies, both big and small. Every mining company is constantly seeking mineral properties of merit and most of them will have the funds to acquire and explore these properties. Our Company does not have the funds at this time to compete with these mining companies and it might never have the funds to compete.

The exploration business is highly competitive and highly fragmented, dominated by both large and small mining companies. Success will largely depend on our Company’s ability to attract talent from the mining industry in the Mexico and the Philippines.

Even though we have three small mines in Mexico there is no guarantee that we will be able to extract the gold and silver from our raw ore, without having sufficient funds to acquire the necessary facilities. Even though we have the rights to the La Carlota there is no guarantee we will be able to raise sufficient funds in the future to adequately explore the claim. We might have to seek out a joint venture partner thereby losing percentage interest in La Carlota. In the event we are unable to pay our proportional share of the exploration costs we might be forced to dilute our interest in La Carlota.

If we are successful in discovering an ore body we might not be able to find facilities to mill and smelt the ore at a reasonable rate and hence might not be able to commence commercial production. At this time the Company does not have any contractual agreements with a refining company and there is the distinct possibility it might never have. There is no assurance that the Company’s mineral expansion plans will ever be realized.

Risk Inherent in Mexico and La Carlota

Monarchy and its management are aware of the following risks:

1.	The full extent of the known body of commercial ore located in the three Mexican Claims is not known. La Carlota does not contain a known body of commercial ore and, therefore, any program conducted on La Carlota would be exploratory search for ore.
2.	There is no certainty that any expenditures made in processing the raw ore to metal or concentrate will be able to do so commercially. Also there is no certainty exploration of La Carlota will result in the discovery of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.
3.	Resource exploration and development is a speculative business in that our company might not be able to raise any funding subsequent to the raising of funds from our director.
4.	Failure to discover a mineral deposit at all is as bad as finding a mineral deposit which, though present, is insufficient in size or grade to return a profit from production. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond Monarchy’s control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exploring of minerals, and environmental protection.
5.	Mining operations generally involve a high degree of risk. Hazards such as unusual or unexpected formations and other conditions are involved. Our Company may be subject to liability for pollution, cave-ins or hazards against which it cannot insure or which it may not elect to ensure. The payment of such liabilities may have a material, adverse effect on our financial position.

8

6. La Carlota has never been surveyed and, accordingly, the precise location of the boundaries of the property and ownership of mineral rights on specific tracts of land comprising the claim might be in doubt.

ITEM 3.

LEGAL PROCEEDINGS.

On October 7, 2015, we received a letter from an attorney demanding repayment of $171,803 of principal and accrued interest on funds allegedly advanced to the company by his client. Although this historical debt has been recorded on our financial statements and were confirmed by our auditors, there are some discrepancies in the documents provided by the attorney in support of the demand for repayment. We have requested further evidence of the advances so that we can make a determination as to the validity of the debt and what terms and conditions may apply. As of the date of this report, we have not received a response.

ITEM 4.

MINE SAFETY DISCLOSURES.

The Securities and Exchange Commission (SEC) approved amendments to its rules on December 21, 2011 to implement the mine safety disclosure requirements contained in Section 1503 of the Dodd-Frank Act. Section 1503 requires SEC registrants that are operators of coal or other mines to include in their periodic and current reports disclosures regarding certain safety violations, orders and regulatory actions. Based on Item 104 of Regulation S-K the Company is able to report the following, for the time period covered by the report:

·

no violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Federal Mine 

Safety and Health Act of 1977 (Mine Safety Act) for which the operator received a citation from the Mine Safety and Health Administration (MSHA);

·

no orders issued under Section 104(b) of the Mine Safety Act;

·

no citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Safety Act;

·

no flagrant violations under Section 110(b)(2) of the Mine Safety Act;

·

no imminent danger orders issued under Section 107(a) of the Mine Safety Act; and

·

no proposed assessments (regardless of whether the assessment is being challenged or appealed) from the MSHA under the Mine Safety Act.

9

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted on the OTC Markets Group, Inc.’s OTCQB tier under the symbol “MONK.” The following is a summary of the high and low closing bid prices of our common stock for the periods indicated, as reported by the OTC Markets Group, Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

	High		Low
Year ended June 30, 2015
First Quarter	$	5.00	$	0.004
Second Quarter	$	1.62	$	0.60
Third Quarter	$	1.28	$	0.71
Fourth Quarter	$	1.30	$	0.89

The share prices above reflect our 1-for-3 stock consolidation effective November 24, 2014.

On June 30, 2015, the closing bid price on the OTC Markets Group, Inc.’s OTCQB tier for our common stock was $1.26.

Stockholders

As of June 30, 2015, we had approximately 19 shareholders of record and 56,937,187 shares of common stock outstanding.

Dividends

We have not declared or paid any cash dividends on our capital stock in our history as a public company. We currently intend to retain all future earnings to finance our business and do not anticipate paying cash or other dividends on our common stock in the foreseeable future.

Transfer Agent

Our transfer agent is Pacific Stock Transfer located at 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119. Tel: (702) 361-3033, Fax: (702) 433-1979

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Recent Sales of Unregistered Securities

During the eight months June 30, 2015, we issued a total of 36,500,000 shares of our common stock as follows:

Effective Date	Purpose	Shares	Value
November 21, 2014	Conversion of debt1	21,500,000	$ 64,500
April 21, 2015	Conversion of debt2	5,000,000	5,000
August 20, 2015	Conversion of debt2	10,000,000	10,000
Total		36,500,000	$ 79,500

Notes:

1. Value based on par value of $0.001 per (pre-reverse split) share as per convertible debt agreement

2. Value based on par value of $0.001 per share as per convertible debt agreement

10

In connection with the above stock issuances, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act of 1933, as amended (the “Securities Act”). We or one of our investors had a prior business relationship with each of the purchasers, and no general solicitation or advertising was used in connection with the sales. In making the sales without registration under the Securities Act, we relied upon the exemption from registration contained in Section 4(2) of the Securities Act.

ITEM 6.

SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide this information.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements set forth below under this caption constitute forward-looking statements. See “Forward-Looking Statements” preceding Item 1 of this Annual Report on Form 10-K for additional factors relating to such statements.

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.

Overview

We were incorporated in the State of Nevada on June 16, 2010 under the name “Monarchy Resources, Inc.” in order to seek out and acquire mineral properties. We currently hold interests in 4 mines, 3 in Mexico and 1 in the Philippines.

On October 17, 2014, we acquired 100% of the outstanding shares of The Spud Shack Fry Company Ltd., an operating British Columbia based restaurant company (“Spud Shack”). Under the terms of the Agreement, the Company acquired 100% of Spud Shack in exchange for the issuance of 90,000,000 restricted common shares of the Company at a deemed price of $0.01 per share for a total acquisition cost of $900,000. The Agreement was closed on Friday, October 17, 2014.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain generate revenues from operations or raise additional financing.

As of June 30, 2015, we had a working capital deficit of $1,037,967

Despite the commitment of one of our director to continue to advance us funds over the next twelve months, our future financial success will be dependent on the success of the restaurant and further development of our mining interests.

Our Company has no current plans, proposals or arrangement, written or otherwise, to seek a business combination with another entity.

Results of Operations

The Eight Months Ended June 30, 2015 compared to the Eight Months Ended June 30, 2014

We have not generated any revenue from our mining interests. However, during the 8 months ended June 30, 2015 and June 30, 2014 our restaurant generated gross income of $83,008 and $75,198, respectively. This increase can be attributed to an increase in total sales over the same period while cost of goods remained relatively constant.

Our expenses for the 8 months ended June 30, 2015 and 2014 were $169,173 and $149,662, respectively. The increase in expenses is attributable to an increase in professional fees and interest expenses resulting from the acquisition of the Spud Shack offset by a decrease in management wages, rent, and depreciation. Changes in foreign exchange improved the company’s financial position by $30,531 during the 8 months ended June 30, 2015 such that the losses for the 8 months ended June 30, 2015 were $(55,634) compared to ($74,464) for the same period in 2014.

11

Liquidity and Capital Resources

Net cash used in operating activities for the 8 months ended June 30, 2015 and 2014 was $42,768 and $73,983, respectively. This can be attributable to an increase in losses for the period compared to the prior period.

Net cash used in investing activities for the 8 months ended June 30, 2015 and 2014, was $2,327 and $11,189, respectively. As the restaurant operation matures and the menu stabilizes, we expect the need for new food preparation property and equipment to decline as evidenced by the drop in the purchase on property and equipment.

Net cash provided by financing activities for the 8 months ended June 30, 2015 and 2014, was $45,094 and $104,476, respectively. As our restaurant sales have grown or required for cash infusions have declined.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

In presenting our financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this Form 10-K.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Mineral claim acquisition and exploration costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a materially impact on its financial statements.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements attached to this Form 10-K for the eight months ended June 30, 2015 have been audited by our independent auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

Our principal executive officer, who is also our principal financial officer, has evaluated the Company’s disclosure controls and procedures as of June 30, 2015. Based on this evaluation, we have concluded that because of the material weakness in our internal control over financial reporting discussed below, the disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 are accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness discussed below, our management has concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Management’s annual report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f). The Company’s internal control over financial reporting is a process affected by the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

In designing and evaluating our internal controls and procedures, our management recognized that internal controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the internal controls and procedures are met.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of June, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission’s 2013 Internal Control—Integrated Framework. Based on its assessment, management identified deficiencies in both the design and operating effectiveness of the Company’s internal control over financial reporting, which when aggregated, represent a material weakness in internal control. The most significant of these are: (1) lack of segregation of duties; (2) lack of accounting expertise; and (3) lack of timely closing of books; (4) inability to get accounting information and schedules to our auditors in a timely manner. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified above result from insufficient qualified personnel in our finance department. This results in an inability to provide effective oversight and review of financial transactions with regard to accumulating and compiling financial data in the preparation of financial statements. The lack of sufficient personnel also results in a lack of segregation of duties and the accounting technical expertise necessary for an effective system of internal control. As soon as our finances allow, we plan on hiring additional finance staff and, where necessary, utilizing competent outside consultants to provide a layer of review and technical expertise that is currently lacking in our internal controls over financial reporting.

As a result of these material weaknesses, management concluded that the Company did not maintain effective control over financial reporting as of June 30, 2015. 

13

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in internal control over financial reporting

There have been no changes in the Company’s internal controls over financial reporting during the 8 months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. 

Limitations on Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ITEM 9B.

OTHER INFORMATION.

None. 

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS AND EXECUTIVE OFFICERS

Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.

Our officers and directors and their respective ages and positions as of October 31, 2014 were as follows: 

Name and address	Age	Position(s)
Tim Ferguson Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880 Hidalgo del Parral, Chihuahua, Mexico	51	Chief Executive Officer, Chief Financial Officer, President and Director
Ambrocio Lainez-Morales Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880 Hidalgo del Parral, Chihuahua, Mexico	49	Director

Tim Ferguson was appointed to the Board of Directors on September 3, 2014 and was appointed as Chief Executive Officer, President, and Chief Financial Officer on September 18, 2014 by a Resolution of the Board of Directors.

Ambrocio Lainez-Morales was appointed to the Board of Directors on September 3, 2014.

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A description of the work experience of our directors and officers is as follows.

Mr. Timothy J. Ferguson, aged 51, has been the Owner and President of North By Northwest Ventures Inc., a private Canadian company that is an industry leader in commercial and residential landscape construction working throughout the Greater Vancouver Region and British Columbia for over 19 years. Mr. Ferguson has 25 years of experience in landscaping, land reclamation and environmental mitigation projects. Over this period, Mr. Ferguson has worked with major mining companies, governmental and private developers, and been closely involved in the design, estimating and operational aspects of these projects. Mr. Ferguson attended the British Columbia Institute of Technology where he became certified as a BioScience Technician. He is also a certified horticultural technician in Canada. 

Mr. Ambrocio Lainez-Morales, aged 49, is a certified Journeyman Horticultural Landscaper. For the past 18 years, he has worked full-time for North By Northwest Ventures Inc. with Mr. Ferguson. Mr. Lainez-Morales has served in almost every capacity in the company, beginning as a labourer, through to a site superintendent. Currently, Mr. Lainez-Morales’ primary role in this company is Construction Superintendent, where he is responsible for ensuring projects are completed professionally and accurately. Mr. Lainez-Morales also speaks fluent Spanish.

Family Relationships

Our President and our Chief Financial Officer and Secretary Treasurer are one person, Tim Ferguson. Mr. Ferguson and Mr. Lainez-Morales are not related.

Term of Office

Members of our Board of Directors are appointed to hold office until the next annual meeting of our stockholders or until his successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

To the knowledge of our Company, during the past ten years, none of our directors or executive officers:

(i)

engaged in any type of business practice; or

(ii)

engaged in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws,

Which was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; or found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgement in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Board of Directors Audit Committee

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

Our audit committee is comprised of Tim Ferguson, our President and Chairman of the Audit Committee, who is not independent. Tim Ferguson cannot be considered an “audit committee financial expert” as defined in Item 407 of Regulation S-K. The Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial conditions, does not anticipate in seeking an audit committee financial expert in the near future. However Tim Ferguson, Chairman of the Audit Committee, is considering engaged the services of an independent Chartered Accountant as a consultant to provide advice to the Audit Committee as and when the Committee meets to review the Company’s financial statements.

Apart from the Audit Committee, the Company has no other Board committees.

15

Conflicts of Interest

None of our officers and directors is a director or officer of any other company involved in the mining industry. However there can be no assurance such involvement will not occur in the future. Such present and potential future, involvement could create a conflict of interest.

To ensure that potential conflicts of interest are avoided or declared to our Company and its shareholders and to comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors adopted, on July 23, 2010, a Code of Business Conduct and Ethics. Monarchy’s Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Monarchy and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles and other relevant issues.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, we believe that, during the last fiscal year, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:

Name and Principal Position	Number of Late Insider Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
Tim Ferguson CEO, President, CFO, Secretary & Treasurer	None	None	1
Danny Close Control Person	None	None	1
Ambrocio Lainez-Morales Director	None	None	None

ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

We did not pay monetary compensation to our directors in 2015 however Danny Close is the manager of our restaurant operation for which he has been paid CAD 3,000 per month.

Outstanding Equity Awards

We have never granted any stock options or stock appreciation rights to our executive officers or directors.

Compensation of Directors and Officers

We have no standard arrangement to compensate directors for their services in their capacity as directors. There is no compensation arrangement, either written or unwritten, to compensate our officers and directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

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ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities of our shares of common stock, (ii) our executive officers and directors, and (iii) our named executive officers as defined in Item 402(m)(2) of Regulation S-K. Unless otherwise indicated, the stockholder listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Ownership	Amount and Nature of Beneficial Ownership	Percentage of Common Stock1
Common Stock	Tim Ferguson	18,166,167 (Direct)	27.1%
Common Stock	Danny Close	12,000,000 (Direct)	17.9%
Common Stock	All Directors and Officers as a Group (1 people)	18,166,167 (Direct)	27.1%

Note 1 - The percentage of class beneficially owned is based on 66,937,845 shares of common stock outstanding as of the Transition Report

A beneficial owners of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors

Equity Compensation Plans

There are no securities authorized for issuance under equity compensation plans or individual compensation arrangements.

17

Penny Stock Rule

Monarchy’s common stock is considered to be a “penny stock” because it meets one or more of the definitions in SEC Rule 3a51-1:

(i)

 It has a price less than five dollars per share;

(ii)

 It is not traded on a recognized national exchange;

(iii)

 It is not quoted on a FINRA automated quotation system (NASDAQ), or even if so, has a price of less than five dollars per share; or

(iv)

 It is issued by a company with net tangible assets of less than $2,000,000, if in business more than three years continuously, or $5,000,000, if the business is less than three years continuously or with average revenues of less than $6,000,000 for the past three years.

A broker-dealer will have to undertake certain administrative functions required when dealing win a penny stock transaction. Disclosure forms detailing the level of risk in acquiring Monarchy’s shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor. In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction. This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of Monarchy’s shares. 

From Monarchy’s point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount. Ordinary investors might not be willing to subscribe to shares in the capital stock of Monarchy due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance and that of Monarchy. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

Any new investor purchasing shares in our Company might consider whether they will be able to sell their shares at a given price since if no broker-dealer becomes involved with Monarchy and Monarchy is unable to raise future investment capital the price per share may deteriorate to a point that an investor’s entire investment could be lost.

Outstanding Stock Opinion, Purchase Warrants and Convertible Securities

Monarch has not issued any stock options to either of its two directors and officers nor has it attached share purchase warrants to the share issued and outstanding. There are no convertible securities as of the date of this Form 10-K. Monarchy has not registered any shares for sale by security holders under the Securities Act other than as disclosed in this Form 10-K.

Our authorized capital consists of 300,000,000 shares of common stock, par value $0.001 per share, of which 66,937,845 shares are presently issued and outstanding as of the date of this Transition Report.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to a pro-rated share in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all Meetings of the shareholders.

The shareholders are not entitled to preference as to dividends or interest; pre-emptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

There are no restrictions on dividends under any loan or other financing arrangements.

18

Non-Cumulative Voting.

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

Employment Agreements

We have no employment agreements with any of our executive officers.

Equity Compensation Plans, Stock Options, Bonus Plans

No such plans or options exist. None have been approved or are anticipated. No Compensation Committee exists either.

Pension Benefits

We do not maintain any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Change in Control of Our Company

We do not know of any arrangements which might result in a change in control.

Registered Agent

We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, 123 W Nye Lane, Suite 129, Carson City, NV 89703. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

Transfer Agent

We have engaged the service of Pacific Stock Transfer, located in Las Vegas, Nevada, to act as transfer and registrar.

Debt Securities and Other Securities

There are no debt securities outstanding or other securities.

ANTI-TAKEOVER PROVISION

The Chapter 78 of Nevada Revised Statutes contains a provision governing "acquisition of controlling interest." This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33 1/3%; 33 1/3 to 50%; or more than 50%.

A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

19

The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the Nevada law. An Issuing Corporation is a Nevada corporation, which: has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada "Combination with Interested Shareholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an "interested shareholder" and a resident domestic Nevada corporation from entering into a "combination," unless certain conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested shareholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an "interested shareholder" having: an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or representing 10 percent or more of the earning power or net income of the corporation.

CORPORATE GOVERNANCE

Director Independence

Tim Ferguson is not independent within the meaning of Section 5605 of NASDAQ.

Board Committees

The Audit Committee

We have an Audit Committee whose members consist of Tim Ferguson who is not independent. Further, Tim Ferguson can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K. It is our intention to seek a financial expert but with limited funds to date we might not be able to in the near future.

Apart from the Audit Committee, we have no other Board Committees. Since inception, our Board has conducted its business entirely by consent resolutions.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS’ INDEPENDENCE

Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:

·

Any of our directors or officers;

·

Any person proposed as a nominee for election as a director;

·

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

·

Any of our promoters; and

·

Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons.

Directors’ Independence

Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As Tim Ferguson is our executive officers and directors, we have determined that Tim Ferguson is not an independent director as defined under NASDAQ Rule 4200(a)(15).

The Company does not have any promoters involved with it.

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ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

	Year Ended June 30, 2015	Year Ended June 30, 2014
Audit Fees	$7,500	$7,500
Audit-Related Fees	$Nil	$Nil
Tax Fees	$Nil	$Nil
All Other Fees	$Nil	$Nil
Total	$7,500	$7,500

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Annual Report or are incorporated herein by reference:

Exhibit Number	Description of Exhibits
3.1	Articles of Incorporation*
3.2	Bylaws*
31	Sec. 302 Certification of Principal Executive Officer and Principal Financial Officer
32	Sec. 906 Certification of Principal Executive Officer and Principal Financial Officer

*Previously filed as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on March 15, 2011, as amended July 28, 2011, September 28, 2011, November 16, 2011 and February 24, 2012 and declared effective March 12, 2012.

FINANCIAL STATEMENTS SCHEDULES

F-1	Independent Auditor’s Report;
F-2	Balance Sheets as at June 30, 2015, October 31, 2014, and June 30, 2014
F-3	Statements of Operations for the 8 months ended June 30, 2015 and 2014 (unaudited); the 4 months ended October 31, 2014, and years ended June 30, 2014 and 2013;
F-4	Statement of Stockholders’ Deficiency from June 30, 2012 through June 30, 2015;
F-5	Statements of Cash Flows for the 8 months ended June 30, 2015 and 2014 (unaudited); the 4 months ended October 31, 2014, and years ended June 30, 2014 and 2013
F-6	Notes to Financial Statements

21

ITEM 16.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Transitional Report on Form 10-K/T to be signed on its behalf by the undersigned, thereunto duly authorized.

	MONARCHY VENTURES, INC.
Date: November 2, 2015		/s/ Tim Ferguson
		Timothy Ferguson, President

22

MONARCHY VENTURES, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Monarchy Ventures, Inc.

We have audited the accompanying consolidated balance sheets of Monarchy Ventures, Inc. (the “Company”) as at June 30, 2015, October 31, 2014 and June 30, 2014 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the 8 months ended June 30, 2015, 4 months ended October 31, 2014, and the years ended June 30, 2014 and 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2015, October 31, 2014 and June 30, 2014 and the results of its operations and its cash flows for the 8 months ended June 30, 2015, 4 months ended October 31, 2014, and the years ended June 30, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, to date the Company has reported losses since inception from operations and requires additional funds to meet its obligations and fund the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DALE MATHESON CARR-HILTON LABONTE LLP

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

November 2, 2015

F-1

MONARCHY VENTURES, INC.

CONSOLIDATED BALANCE SHEETS

		June 30, 2015		October 31, 2014		June 30, 2014
ASSETS
Current Assets
Cash	$	20,043	$	22,173	$	23,418
Inventory		5,033		6,652		7,025
Prepaid expense		-		5,297		6,571
Total current assets		25,076		34,122		37,014
Non-current Assets
Deposits		3,315		-		-
Property and equipment, net		176,184		211,597		233,558
TOTAL ASSETS	$	204,575	$	245,719	$	270,572
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Bank indebtedness	$	16,629	$	21,239	$	20,730
Accounts payable		160,745		251,446		44,081
Accrued liabilities		1,985		2,195
Convertible notes payable		388,892		347,775		-
Current portion of deferred lease incentive		1,510		1,671		1,765
Due to related parties		493,283		515,669		-
Total current liabilities		1,063,044		1,139,995		66,576
Long Term Liabilities
Deferred lease incentive		9,062		11,139		12,353
Due to related parties		-		-		481,244
TOTAL LIABILITIES		1,072,106		1,151,134		560,173
STOCKHOLDERS’ DEFICIENCY
Common stock
300,000,000 shares authorized, at $0.001 par value;
56,937,845 shares issued and outstanding as at June 30,2015 (30,437,187 as at October 31, 2014, 250 as at June 30, 2014)		56,937		30,437		238
Additional paid-in capital		67,018		-		-
Accumulated other comprehensive income		54,982		24,451		8,014
Accumulated deficit		(1,046,468)		(960,303)		(297,853)
Total stockholders’ deficiency		(867,531)		(905,415)		(289,601)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	204,575	$	245,719	$	270,572

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

F-2

MONARCHY VENTURES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		8 months ended				4 months ended		12 months ended
		June 30, 2015		June 30, 2014		October 31, 2014		June 30, 2014		June 30, 2013
				(unaudited)
REVENUE	$	260,683	$	251,103	$	118,216	$	345,682	$	166,466
COST OF GOODS SOLD		(177,675)		(175,905)		(86,054)		(253,236)		(120,507)
GROSS MARGIN		83,008		75,198		32,162		92,446		45,959
EXPENSES
Depreciation		17,862		27,127		11,625		41,340		26,666
General and administrative		46,977		30,970		16,509		44,298		38,992
Interest expense		43,469		6,289		3,125		9,588		6,373
Management wages		21,051		26,464		12,306		38,104		37,450
Professional fees		14,911		10,382		19,385		10,548		8,233
Rent		24,903		48,430		20,847		64,050		52,008
TOTAL OPERATING EXPENSES		169,173		149,662		83,797		207,928		169,722
NET LOSS FROM OPERATIONS		(86,165)		(74,464)		(51,635)		(115,482)		(123,763)
OTHER COMPREHENSIVE INCOME
Foreign currency translation		30,531		-		16,437		2,493		5,521
COMPREHENSIVE LOSS	$	(55,634)	$	(74,464)	$	(35,198)	$	(112,989)	$	(118,242)
NET LOSS PER COMMON SHARE	$	(0.002)	$	(297.856)	$	(0.002)	$	(462.928)	$	(495.052)
Basic and diluted
WEIGHTED AVERAGE OUTSTANDING SHARES		51,518,422		250		30,013,174		250		250
Basic and diluted

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

F-3

MONARCHY VENTURES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

	Common Stock
	Number		Par value		Additional paid in capital		Accumulated other comprehensive income		Accumulated deficit		Total
Balance, June 30, 2012	250	$	238	$	-	$	-	$	(58,608)	$	(58,370)
Foreign currency translation	-		-		-		5,521		-		5,521
Loss for the year	-		-		-		-		(123,763)		(123,763)
Balance, June 30, 2013	250		238		-		5,521		(182,371)		(176,612)
Foreign currency translation	-		-		-		2,493		-		2,493
Loss for the year	-		-		-		-		(115,482)		(115,482)
Balance, June 30, 2014	250		238		-		8,014		(297,853)		(289,601)
Shares issued to former shareholders of Spud Shack	30,000,000		30,000		-		-		26,970,000		27,000,000
Recapitalization adjustment	436,937		199		-		-		(27,580,518)		(27,580,616)
Foreign currency translation	-		-		-		16,437		-		16,437
Loss for the period	-		-		-		-		(51,635)		(51,635)
Balance as of October 31, 2014	30,437,187		30,437		-		24,451		(960,303)		(905,415)
Fractional rounding due to share consolidation	658		-		-		-		-		-
Issuance of common shares on conversion of debt	26,500,000		26,500		43,000		-		-		69,500
Beneficial conversion features from debt	-		-		24,018		-		-		24,018
Foreign currency translation	-		-		-		30,531		-		30,531
Net loss for the period	-		-		-		-		(86,165)		(86,165)
Balance as of June 30, 2015	56,937,845	$	56,937	$	67,018	$	54,982	$	(1,046,468)	$	(867,531)

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

F-4

MONARCHY VENTURES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	8 months ended					4 months ended		12 months ended
		June 30, 2015		June 30, 2014		October 31, 2014		June 30, 2014		June 30, 2013
				(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(86,165)	$	(74,465)	$	(51,635)	$	(115,482)	$	(123,763)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		17,862		27,127		11,625		41,340		26,666
Non-cash interest expense		24,018		-		-		-		-
Amortization of deferred lease incentive		(1,037)		(1,157)		(1,308)		(1,761)		(1,876)
Changes in operating assets and liabilities:
Inventory		1,008		(6,902)		373		(1,400)		(5,974)
Prepaid expense		1,517		962		1,274		4,600		12,719
Accounts payable and accrued expenses		29		(19,549)		4,497		12,726		28,414
Net cash used in operating activities		(42,768)		(73,983)		(35,174)		(59,977)		(63,814)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment		(2,327)		(11,189)		(1,817)		(11,633)		(306,576)
Deferred lease incentive		-		-		-		-		18,759
Net cash used in investing activities		(2,327)		(11,189)		(1,817)		(11,633)		(287,817)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank indebtedness		(2,646)		20,366		510		20,691		(82,334)
Advances for convertible debt		24,018	-	-		-		-		-
Advances from related parties		23,722		84,110		20,233		63,835		436,362
Net cash provided by financing activities		45,094		104,476		20,743		84,526		354,028
Effect of foreign exchange on cash		(2,129)		515		15,003		(137)		(97)
Net (decrease) increase in cash		(2,130)		19,820		(1,245)		12,779		2,300
CASH , BEGINNING OF PERIOD		22,173		3,599		23,418		10,639		8,339
CASH, END OF PERIOD	$	20,043	$	23,418	$	22,173	$	23,418	$	10,639

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

F-5

MONARCHY VENTURES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

1. ORGANIZATION

The Company, Monarchy Ventures, Inc., was incorporated under the laws of the State of Nevada on June 16, 2010 with authorized capital stock of 300,000,000 shares at $0.001 par value.

On October 20, 2014 the Company completed the acquisition of The Spud Shack Fry Company Ltd. (“Spud Shack”), a British Columbia company, by the issuance of 30,000,000 common shares. As a result, the former shareholders of Spud Shack will control approximately 99% of the issued and outstanding common shares of the Company. The acquisition is a reverse takeover ("RTO") and therefore has been accounted for using the acquisition method with Spud Shack as the accounting acquirer (legal subsidiary) and continuing entity for accounting and financial reporting purposes, and the Company as the legal parent (accounting subsidiary).

On August 20, 2014 the Company completed a 100:1 stock split, and on November 24, 2014 the Company completed a 3:1 reverse stock split. All shares and per share amounts issued have been restated to reflect the above changes.

GOING CONCERN

These financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

At June 30, 2015, the Company has a working capital deficit of $1,037,968, stockholders’ deficit of $867,531 and a history of operating losses. The Company requires additional funds to meet its obligations and to fund the costs of its operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of increasing revenue, and a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, The Spud Shack Fry Company Ltd., a British Columbia incorporated company. All inter-company transactions and account balances have been eliminated upon consolidation. 

Basic and Diluted Net Loss Per Share

Basic net loss per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. For all periods presented, the Company reported a loss and therefore the effect of all common share equivalents would be anti-dilutive.

F-6

Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to the expected lives and impairment considerations of property and equipment, determination of fair values of stock based transactions and valuation of deferred income taxes.

Property and Equipment

Property and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of operations during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the statement of operations.

Property and equipment includes leasehold improvements, furniture and fixtures, and equipment which are recorded at cost. Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture and fixtures and office equipment is computed as follows:

Furniture and fixtures	20% declining balance
Computer equipment	55% declining balance
Leasehold improvements	Term of lease

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, measurement of the impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value.

Foreign Currency Translations

The books of Monarchy Ventures Inc. are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the U.S. dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

(i)

Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)

Non-Monetary items including equity are recorded at the historical rate of exchange; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

The functional currency of the Company's wholly owned subsidiary is the Canadian dollar (“C$”). The Company translates the financial statements of the subsidiary to U.S. dollars using the following method:

(i)

All assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the period-end;

(ii)

Revenue and expenses are translated throughout the period at the weighted average rate; and

(iii)

Exchange gains or losses from such translations are included in accumulated comprehensive income (loss), as a separate component of stockholders’ equity.

F-7

Comprehensive Loss

The Company presents changes in accumulated comprehensive income in its statement of stockholders' deficit. Total comprehensive loss includes, in addition to net loss, changes in equity that are excluded from the statements of operations.

Revenue Recognition

The restaurant operation is cash, debit, and credit card based. Revenue from restaurant operations is recognized at the time of the transaction.

Inventories

Inventories, which consist of raw materials, are stated at the lower of cost, determined on the first-in-first-out basis, or market. Further, the Company’s inventories are perishable, therefore the Company does not keep excess inventory on hand.

 Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

The following are recent FASB accounting pronouncements, which may have an impact on the Company's future consolidated financial statements:

"Income Taxes (ASC Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists" ("ASU 2013-11") was issued during July 2013. FASB issued guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013 for public companies. The Company has adopted this pronouncement. The adoption of ASC Topic 740 did not have a significant impact on the Company's results of operations, financial performance or cash flows.

Present Accounting Standards Not Yet Adopted

ASU is intended to clarify the principles for recognizing revenue by removing inconsistencies and weaknesses in revenue requirements; providing a more robust framework for addressing revenue issues; improving comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; and providing more useful information to users of financial statements through improved revenue disclosure requirements. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The provisions of this ASU were effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016. Early application was not permitted. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which defers the effective date to fiscal periods beginning after December 15, 2017. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition, and apply existing guidance under the Stock Compensation Topic of the ASC as it relates to awards with performance conditions that affect vesting to account for such awards. The provisions of this ASU are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

F-8

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This ASU is intended to simplify the presentation of debt issuance costs and conform to the guidance in International Financial Reporting Standards, which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, “Elements of Financial Statements,” which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. FASB Concepts Statement No. 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, the amendments in this ASU are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting.” This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements to this topic. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public business entities for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

3. INVESTMENT IN NEW WORLD METALS S.A. de C.V.

On May 14, 2013, the Company entered into a Share Purchase Agreement (the “SPA”) with the owners of New World Metals S.A.P.I. de C.V. (“New World”). Under the terms of the SPA, the Company issued 10,000,000 shares of the Company’s common stock to the owners of New World in exchange for 28% of the issued and outstanding shares of New World. New World is a mining operator in the Chihuahua region of Mexico which owns three working mines; Morelos, La Luna, and Peneto. The shares of the Company were valued at $.285, which was the price of the shares sold to a third party under a stock subscription agreement in May 2013.

On July 4, 2013, the Company entered into an agreement to increase its ownership in New World by 17%, to 45%, by issuing 5,000,000 shares and agreeing to pay $750,000 to three separate owners of New World. The shares of the Company were valued at $.285, which was the price of the shares sold to a third party under a stock subscription agreement in May 2013. The Company is accounting for this investment using the equity method.

On January 15, 2014, the Company settled the $750,000 owing with 20,000 shares with a fair value of $1,000,000.

F-9

At October 31, 2013, the investment was fully impaired and expensed as the Company could not project any future cash flows or salvage value from the project. Additional investments made during fiscal 2014 were also fully impaired as at October 31, 2014.

4. INVENTORY

Inventories consist of raw materials which are used as ingredients to produce meals to be sold. Inventories are stated at the lower of cost, determined using the first-in-first-out basis, or market.

5. TRANSACTIONS WITH RELATED PARTIES

As of June 30, 2015, the Company had amounts due to the President, Vice President, and a company controlled by the Vice President, of $493,283 (October 31, 2014: $515,669, June 30, 2014 - $481,244). These amounts have no fixed interest or repayment terms.

During the 8 months ended June 30, 2015 and 2014, $21,051 and $26,464, respectively, was incurred as remuneration to officers and directors of the Company. (4 months ended October 31, 2014 - $12,306, year ended June 30, 2014 - $38,106, year ended June 30, 2013 - $37,450).

During the 4 month period ended October 31, 2014, the Company issued 166,667 shares in settlement of debt of $125,000 owing to a director.

6. PROPERTY AND EQUIPMENT

	June 30, 2015			October 31, 2014
	Cost	Accumulated Depreciation	Net Book Value	Cost	Accumulated Depreciation	Net Book Value
Computer equipment	$ 5,650	$ 4,646	$ 1,004	$ 6,250	$ 4,497	$ 1,753
Furniture and fixtures	95,912	42,206	53,706	103,605	37,744	65,861
Leasehold improvements	159,110	37,636	121,474	176,020	32,037	143,983
	$ 260,672	$ 84,488	$ 176,184	$ 285,875	$ 74,278	$ 211,597

	June 30, 2014
	Cost	Accumulated Depreciation	Net Book Value
Computer equipment	$ 6,502	$ 4,247	$ 2,255
Furniture and fixtures	107,944	34,613	73,331
Leasehold improvements	185,615	27,643	157,972
	$ 300,061	$ 66,503	$ 233,558

7. DEFERRED LEASE INCENTIVE

In February 2013, the Company received C$18,840 ($18,759) from the landlord for tenant improvement reimbursements which has been recorded as a lease incentive. It has been amortized on a straight line basis over the lease term of 10 years. Each year’s portion of the lease incentive has been offset against the rent expense.

8. COMMITMENT

The Company is committed until May 31, 2022 for payments totaling C$372,090 for premises under lease. The minimum lease payments over the next five years are as follows:

2016	C$ 47,100
2017	47,100
2018	50,868
2019	50,868
2020	50,868
	C$ 246,804

F-10

9. INCOME TAXES

The reported income taxes differ from the amounts obtained by applying statutory rates to the loss before income taxes as follows:

	8 months ended				4 months ended		12 months ended
		June 30, 2015		June 30, 2014		October 31, 2014		June 30,  2014		June 30, 2013
				(unaudited)
Loss before income taxes	$	(86,165)	$	(74,464)	$	(51,635)	$	(115,482)	$	(123,763)
Corporate tax rate		34%		34%		34%		34%		34%
Expected income tax recovery		(29,000)		(26,000)		(17,556)		(39,262)		(42,080)
Increase (decrease) resulting from:
Foreign exchange and others		10,000		(8,000)		-		90		96
Impact of foreign statutory tax rates		2,000		7,000		3,077		9,216		9,878
Change in valuation allowance		17,000		27,000		14,479		29,956		32,106
Future income tax recovery	$	-	$	-	$	-	$	-	$	-

The tax effects of temporary differences that give rise to the Company's future tax assets are as follows:

		June 30, 2015		October 31, 2014		June 30,  2014		June 30, 2013
Property and equipment	$	22,000	$	19,849	$	17,291	$	6,624
Loss carry forwards		133,000		63,102		57,674		39,015
Other		-		174		179		195
		155,000		83,125		75,144		45,834
Valuation allowance		(155,000)		(83,125)		(75,144)		(45,834)
	$	-	$	-	$	-	$	-

As the criteria for recognizing future income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior years.

The Company non-capital losses which can be applied to reduce future taxable income, expire as follows:

Property, plant, and equipment	$   84,000	No expiry
Non-capital losses – US	$ 227,000	2034 - 2035
Non-capital losses - Canada	$ 216,000	2034 - 2035

10. CAPITAL STOCK

On October 20, 2014, the Company issued 30,000,000 shares to acquire The Spud Shack Fry Company Ltd., an operating British Columbia based restaurant.

In November 2014, the Company issued 21,500,000 shares on conversion of 64,500 of convertible debt.

In April 2015, the Company issued 5,000,000 shares on conversion of 5,000 of convertible debt.

As at June 30, 2015, the company has no stock options or share purchase warrants outstanding.

F-11

11. CONVERTIBLE PROMISSORY NOTES

The Company has outstanding various promissory notes as at June 30, 2015:

Date Issued	Amount		Term	Interest Rate			Conversion Rate
August 1, 2013	$	75,000	Demand		5	%	$	0.01
April 27, 2014		60,000	Demand		5	%	$	0.001
April 27, 2014		30,000	Demand		5	%	$	0.001
May 1, 2014		45,705	Demand		5	%	$	0.001
May 1, 2014		32,570	Demand		5	%	$	0.001
June 1, 2014		35,000	Demand		5	%	$	0.001
July 3, 2014		86,599	Demand		5	%	$	0.001
January 1, 2015		24,018	Demand		5	%	$	0.001
	$	388,892

The Company assessed the conversion options of the promissory notes granted during the 8 months ended June 30, 2015 and determined they had beneficial conversion features with intrinsic values in excess of the principal balance. Therefore, the Company recorded debt discounts of $24,018. In addition, as these promissory notes are payable on demand, the debt discounts were fully amortized to interest expense as of June 30, 2015.

The amount of interest payable on these notes was $13,920 as of June 30, 2015 and is included in accounts payable.

During the year ended June 30, 2015, $69,500 of debt was converted into 26,500,000 common shares.

12. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Fair value measurement is based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value which are:

Level 1 —

Quoted prices that are available in active markets for identical assets or liabilities.

Level 2 —

Quoted prices in active markets for similar assets that are observable.

Level 3 —

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

At June 30, 2015, the Company had Level 1 financial instruments, consisting of cash with a fair value of $20,043 and bank indebtedness of $16,629.

The Company's financial instruments generally consist of cash deposits, bank indebtedness, accounts payable, convertible notes payable, and amounts due to related parties. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values. The Company is exposed to currency risk by incurring certain expenditures in currencies other than the United States dollar. In addition, as the Company’s subsidiary’s functional currency is the Canadian dollar, the Company is exposed to foreign currency translation risk. The Company does not use derivative instruments to reduce this currency risk.

13. SUBSEQUENT EVENTS

In August 2015, the Company issued 10,000,000 shares on conversion of $10,000 in debt.

F-12