SECURITIES AND EXCHANGE COMMISSION

~~WACHINGTON~~WASHINGTON, DC 20549

FORM 10-Q

[√]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2011~~2012

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		to

Commission file number:	000-52754

MONARCH INVESTMENT PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

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

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

(561) 391-6117

(Registrant's telephone number, including area code)

N/A

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

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 ~~oNo~~[ ]No

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

o[ ] Yes o[ ] No

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 o[ ] Accelerated filer o[ ] Non-accelerated filer o[ ] Small 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 x No □~~

~~The~~Yes ~~number of shares outstanding of the registrant’s~~[x] ~~common~~No ~~stock~~[ ~~as of February 6, 2012 was 16,168,733.~~]

TABLE OF CONTENTS
		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements.
Balance Sheets as of December 31, 2011 (Unaudited) and June 30, 2011.		4
Statements of Operations for the Three and Six Months Ended December 31, 2011 and 2010 (Unaudited).		5
Statements of Changes in Stockholders’ Deficiency for the Six Months Ended December 31, 2011 (Unaudited).		6
Statements of Cash Flows for the Six Months Ended December 31, 2011 and 2010 (Unaudited).		7
Notes to the Unaudited Financial Statements as of December 31, 2011 and 2010.		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	16
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	17
Item 4.	(Removed and Reserved).	17
Item 5.	Other Information.	17
Item 6.	Exhibits.	17
SIGNATURES		18
Exhibit 31.1	Section 302 Certification of Principal Executive Officer.	19
Exhibit 31.2	Section 302 Certification of Principal Financial Officer.	20
Exhibit 32	Section 906 Certification of Officers.	21

The number of shares outstanding of the registrant’s common stock as of May 4, 2012 was 16,168,733.

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

Balance Sheets as of March 31, 2012 (Unaudited) and June 30, 2011.		4

Statements of Operations for the Three and Nine Months Ended March 31, 2012 and 2011 (Unaudited).		5

Statements of Changes in Stockholders’ Deficiency for the Nine Months Ended March 31, 2012 (Unaudited).		6

Statements of Cash Flows for the Nine Months Ended March 31, 2012 and 2011 (Unaudited).		7

Notes to the Unaudited Financial Statements as of March 31, 2012 and 2011.		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15

Item 4.	Controls and Procedures.	16

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.	16

Item 1A.	Risk Factors.	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17

Item 3.	Defaults Upon Senior Securities.	17

Item 4.	(Removed and Reserved).	17

Item 5.	Other Information.	17

Item 6.	Exhibits.	17

SIGNATURES		18

Exhibit 31.1	Section 302 Certification of Principal Executive Officer.	19

Exhibit 31.2	Section 302 Certification of Principal Financial Officer.	20

Exhibit 32	Section 906 Certification of Officers.	21

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, as well as the risks described in Item 1A. – Risk Factors appearing in our Annual Report on Form 10-K for the year ended June 30, 2011. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONARCH INVESTMENT PROPERTIES, INC. BALANCE SHEETS
	December 31, 2011 (Unaudited)	June 30, 2011 (1)
	March 31, 2012 (Unaudited)	June 30, 2011 (1)
ASSETS
CURRENT ASSETS
Cash	$ ~~508~~536	$ 1,223
Total Current Assets	~~508~~536	1,223
TOTAL ASSETS	$ ~~508~~536	$ 1,223
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accrued expenses and other current liabilities	$ 5759,~~989~~963	$ 62,357
Convertible judgment debt payable, affiliated party	~~246~~250,~~973~~635	239,649
Affiliated party debt	~~414~~432,~~785~~035	375,305
Total Current Liabilities	~~719~~742,~~747~~633	677,311
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding	—	—
Common stock, $.001 par value, 100,000,000 shares authorized, 16,168,733 shares issued and outstanding, respectively	16,169	16,169
Additional paid-in capital	2,833,241	2,833,241
Accumulated deficit	(3,~~568~~591,~~649~~507)	(3,525,498)
Total Stockholders’ Deficiency	(~~719~~742,~~239~~097)	(676,088)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIENCY	$ ~~508~~536	$ 1,223

(1) Derived from audited financial statements

See accompanying notes to the unaudited financial statements

MONARCH INVESTMENT PROPERTIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended		Six Months Ended
	December 31,		December 31,
	2011	2010	2011	2010
Revenue	$ —	$ —	$ —	$ —
General and Administrative expenses	5,266	7,340	12,347	16,432
Loss from operations	(5,266)	(7,340)	(12,347)	(16,432)
Other (expense) income:
Interest expense, affiliated parties	(15,741)	(13,817)	(30,804)	(26,860)
Net Loss	$ (21,007)	$ (21,157)	$ (43,151)	$ (43,292)
Net loss per common share:
Basic and fully diluted	$ (0.001)	$ (0.001)	$ (0.003)	$ (0.003)
Weighted average number of common shares outstanding:
Basic	16,168,733	16,168,733	16,168,733	16,168,733
Fully diluted	16,168,733	16,168,733	16,168,733	16,168,733

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

	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2012	2011	2012	2011
Revenue	$ —	$ —	$ —	$ —
General and Administrative expenses	6,445	4,238	18,792	20,670
Loss from operations	(6,445)	(4,238)	(18,792)	(20,670)

Other (expense) income:
Interest expense, affiliated parties	(16,414)	(14,150)	(47,217)	(41,010)
Total Other (expense)	(16,414)	(14,150)	(47,217)	(41,010)
Net Loss	$ (22,859)	$ (18,388)	$ (66,009)	$ (61,680)

Net loss per common share:
Basic and fully diluted	$ (0.001)	$ (0.001)	$ (0.004)	$ (0.004)

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

See accompanying notes to the unaudited financial statements

MONARCH INVESTMENT PROPERTIES, INC.

STATEMENT OF CHANGES IN STOCKHOLERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2011

(Unaudited)

Common Stock

Par

Additional

Stockholders’

Preferred

Value

Paid-In

Accumulated

Deficiency

Amount

Capital

Deficit

Total

Balance at June 30, 2011

16,168,733

$16,169

$2,833,241

$(3,525,498)

$ (676,088)

Net Loss

(43,151)

Balance at December 31, 2011

16,168,733

$16,169

$2,833,241

$(3,568,649)

$ (719,239)

MONARCH INVESTMENT PROPERTIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE NINE MONTHS ENDED MARCH 31, 2012

(Unaudited)

Common Stock

Par

Additional

Stockholders’

Preferred

Value

Paid-In

Accumulated

Deficiency

Amount

Capital

Deficit

Total

Balance at June 30, 2011

16,168,733

$16,169

$2,833,241

$(3,525,498)

$ (676,088)

Net Loss

(66,009)

Balance at March 31, 2012

16,168,733

$16,169

$2,833,241

$(3,591,507)

$ (742,097)

See accompanying notes to the unaudited financial statements

MONARCH INVESTMENT PROPERTIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	December 31,
	2011	2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (43,151)	$ (43,292)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses and other current liabilities	(4,368)	(4,573)
Increase in convertible judgment debt payable	7,324	7,324
Total adjustments	2,956	2,751
Net cash used in operating activities	(40,195)	(40,541)
CASH FLOWS FROM INVESTING ACTIVITIES:	—	—
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in affiliated party debt	39,480	37,536
Net cash provided by financing activities	39,480	37,536
NET (DECREASE) IN CASH	(715)	(3,005)
CASH – BEGINNING OF PERIOD	1,223	4,311
CASH – END OF PERIOD	$ 508	$ 1,306
SUPPLEMENTAL CASH FLOW DATA:
Cash paid for interest	$ —	$ —
Cash paid for income taxes	$ —	$ —

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

	Nine Months Ended
	March 31,
	2012	2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (66,009)	$ (61,680)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Decrease) in accrued expenses and other current liabilities	(2,394)	(5,581)
Increase in convertible judgment debt payable	10,986	10,986
Total adjustments	8,592	5,405
Net cash used in operating activities	(57,417)	(56,275)

CASH FLOWS FROM INVESTING ACTIVITIES:	—	—

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in affiliated party debt	56,730	53,524
Net cash provided by financing activities	56,730	53,524
NET (DECREASE) IN CASH	(687)	(2,751)
CASH – BEGINNING OF PERIOD	1,223	4,311
CASH – END OF PERIOD	$ 536	$ 1,560

SUPPLEMENTAL CASH FLOW DATA:
Cash paid for interest	$ —	$ —

Cash paid for income taxes	$ —	$ —

See accompanying notes to the unaudited financial statements

Monarch Investment Properties, Inc.

Notes to the Unaudited Financial Statements

~~December~~March 31, ~~2011~~2012 and ~~2010~~2011

Note 1 – Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flow at ~~December~~March 31, ~~2011~~2012 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These financial statements should be read in conjunction with the audited financial statement for the years ended June 30, 2011 and 2010 included in the Annual Report filed with the Securities and Exchange Commission on Form 10-K.

The results of operations for the period ended ~~December~~March 31, ~~2011~~2012 are not necessarily indicative of the operating results for the full year.

Note 2 – Significant Accounting Policies

The significant accounting policies are summarized as follows:

Use of Estimates

Management of Monarch has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value estimates and assumptions and methods used to estimate the fair value of the Company’s assets and liabilities are made in accordance with the requirements of the Financial Accounting Standards Board (the “FASB”), Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”).

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

As of ~~December~~March 31, ~~2011~~2012 the Company has no ~~assets~~ assets or liabilities which it measures and carries on its balance sheet at fair value on a recurring basis. Management has estimated the fair values of cash, accounts payable, and accrued expenses to be approximately their respective carrying values reported on these statements because of their short maturities.

Statements of Cash Flows

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

New Accounting Pronouncements

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

Note 3 - Going Concern

As reflected in the accompanying financial statements, the Company incurred a net loss of $4366,~~151~~009, negative cash flow from operations of $4057,~~195~~417 for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012, has an accumulated deficit of $3,~~568~~591,~~649~~507 and a stockholders’ deficiency of $~~719~~742,~~239~~097 at ~~December~~March 31, ~~2011~~2012. ~~The~~ The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. These matters raise substantial doubt about the company’s ability to continue as a going concern.

Note 4 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of:

	December 31, 2011	June 30, 2011
	March 31, 2011	June 30, 2011
Legal fees	$ 42,269	$ 42,269
Accounting and Auditing	57,~~730~~605	10,000
Miscellaneous, other	910,~~990~~089	10,088
Total accrued expenses and other current liabilities	$ 5759,~~989~~963	$ 62,357

Note 5 – Convertible Judgment Debt Payable, Affiliated Party

Listed below is a summary of the transactions related to the JJFN Judgment obtained by JJFN Holdings against us in November 2004. Unpaid portions of the JJFN Judgment bear simple interest at the statutory interest rate of 9% per annum:

Original judgment		$ 1,100,000
Interest 1999 through June 2005		643,500
Partial payment made November 2004		(155,000)
Balance, June 30, 2005		1,588,500
Interest June 2005 through June 2006		77,902
Interest July 2005 through June 2006		77,902
Amount exchanged for Common Stock		(1,500,000)
Balance, June 30, 2006		166,402
Interest July 2006 through June 2007		14,657
Balance, June 30, 2007		181,059
Interest July 2007 through June 2008		14,648
Balance, June 30, 2008		195,707
Interest July 2008 through June 2009		14,647
Balance, June 30, 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 30, 2010		225,002
Interest July 2010 through June 2011		14,647
Balance, June 30, 2011		239,649
Interest July 2011 through December 2011		7,324
Interest July 2011 through March 2012		10,986
Balance, December 31, 2011		$ 246,973
Balance, March 31, 2012		$ 250,635

At ~~December~~March 31, ~~2011~~2012, the judgment payable with accrued interest is is $~~246~~250,~~973~~635. The remaining $~~246~~250,~~973~~635 of convertible debt and interest is convertible at $0.10 per share.

Note 6 – Affiliated Party Debt

An affiliated or related party is generally defined as (i) any person, including their immediate families, that holds 10% or more of the Company’s securities, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

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

	Six Months Ended December 31, 2011	Year Ended June 30, 2011
	Nine Months Ended March 31, 2012	Year Ended June 30, 2011
Due to major shareholder/creditor, beginning of period	$ 375,305	$ 305,318
Additional borrowings	3956,~~480~~730	69,987
Repayments	—	—
End of period	$ ~~414~~432,~~785~~035	$ 375,305

Additional borrowing for the ~~six~~nine months ended ~~December~~March 31, 2012 ~~2011~~ comprised of $ 1316,000 of ~~cash~~Cash ~~advances~~Advances, Interest of $2336,~~480~~230, and Management Fees of $34,~~000~~500 for the use of office space, as well as for administrative and management services provided by Strategic.

The loan amount due is payable on demand and bears interest at 12% per annum. Interest is due and added to the payable amount on the first day of each month. Interest was expensed for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 in the amount of $2336,~~480~~230. Management believes that the terms of the loan were made on equal or better terms than were available elsewhere.

Note 7 – Income Taxes

FASB ASC 740 - Income Taxes, provides for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. A valuation allowance must be established to reduce deferred income tax benefits if it is more likely than not that a portion of the deferred income tax benefits will not be realized. Therefore, a valuation allowance equal to the potential deferred tax benefit has been established in full, resulting in no deferred tax asset as of the balance sheet dates.

Note 8 – Stockholders’ Deficiency

Preferred Stock and Common Stock

The Company is authorized to issue 100,000,000 shares of common stock, $ .001 par value, and 25,000,000 shares of preferred stock, $ .01 par value.

Preferred Stock

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

Common Stock

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

(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors; (ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and (iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class.

~~The holders of common stock are entitled to~~(ii) ~~one~~the ~~vote~~dividend ~~per~~rate ~~share~~and onpreferences, ~~matters~~if onany, which ~~they~~that ~~are~~preferred ~~entitled~~stock toor ~~vote.~~common Atstock ~~December~~will have ~~31,~~compared ~~2011~~to ~~there~~any ~~were~~other ~~16,168,733~~class; ~~shares of common stock outstanding.~~and

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

The holders of common stock are entitled to one vote per share on matters on which they are entitled to vote. At March 31, 2012 there were 16,168,733 shares of common stock outstanding.

Common Stock Purchase Warrant

There were 1,100,000 common stock warrants available for issuance as of ~~December~~March 31, ~~2011~~2012. A summary of the status of the warrants as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011 ~~and~~ and the changes are presented below:

	December 31, 2011		June 30, 2011
	March 31, 2012		June 30, 2011
	Number of Shares	Weighted Average Exercise Price	Number of Shares	Weighted Average Exercise Price
Outstanding at beginning of period	1,100,000	$ 0.001	1,100,000	$ 0.001
Warrants granted	—	—	—	—
Outstanding at end of period	1,100,000	$ 0.001	1,100,000	$ 0.001

The following additional information relates to warrants outstanding as of December 31, 2011:

Exercise Price		Number of Warrants Outstanding and Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
$ 0.001		1,100,000		$ 0.001		1.3

Note 9 – Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share are computed assuming the exercise or conversion of common stock equivalent shares, if dilutive, consisting of unissued shares under options and warrants. Since the 1,100,000 shares under outstanding warrants and the potential conversion of the $~~246~~250,~~973~~635 convertible debt into 2,~~469~~506,~~730~~350 shares are both anti-dilutive due to the Company’s net loss, no diluted per share amounts are presented.

Note 10 – Litigation, Claims, and Assessments

From time to time in the normal course of ~~business~~ business the Company will be involved in litigation. The Company’s management ~~has~~is ~~determined~~not aware of any asserted or unasserted claims to be immaterial to the financial statements.

Note 11 – Subsequent Events

The Company has evaluated Subsequent Events for disclosure purposes. No material events have occurred.

*** This Space Intentionally Left Blank ***

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents a review of the operating results of the Company for the three and ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011, respectively, and the financial condition of the Company at ~~December~~March 31, ~~2011~~2012. The discussion and analysis should be read in conjunction with the ~~financial~~ financial statements and accompanying notes included herein, as well as the Company’s audited financial statements for the years ended June 30, 2011 and 2010 on Form 10-K filed with the Securities Exchange Commission.

Overview

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

Our Business Strategy

Our current business plan is to serve as a vehicle for the acquisition of or merger or consolidation with a target business. We intend to effect a business combination with a target business which we believe has significant growth potential. The business combination may be with a financially stable, mature company or a company that is in its early stages of development or growth.

Going Concern

We are a shell company. We do not have any revenue generating operations and have an accumulated deficit of approximately $3.576 million at ~~December~~March 31, ~~2011~~2012. At ~~December~~March 31, ~~2011~~2012 we had minimal cash, no other assets and our total liabilities were approximately $~~720~~742,000. The report of our independent registered public accounting firm on our financial statements for the year ended June 30, 2011 contains an explanatory paragraph regarding our ability to continue as as a going concern based upon the Company is operating losses and need for additional capital to sustain operations. Our ability to to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay ~~our~~ our liabilities when they become due and to consummate a business combination with an operating company. There are no assurances ~~that~~ that we will continue as a going concern.

Financial Condition and Changes

Cash

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

Accrued Expenses and Other Current Liabilities

Accrued expenses at ~~December~~March 31, ~~2011~~2012 and June 30, 2011 consisted ~~primarily~~ primarily of professional fees. Listed below is a summary of the transactions related to accrued expenses and other liabilities:

	December 31, 2011	June 30, 2011	(Decrease)
	March 31, 2012	June 30, 2011	(Decrease)
Legal fees	$ 42,269	$ 42,269	$ 0
Accounting fees	57,~~730~~605	10,000	(42,~~270~~395)
Miscellaneous, other	910,~~990~~089	10,088	~~(98)~~1
Total Accrued Expenses and Other Current Liabilities	$ 5759,~~989~~963	$ 62,357	$ (42,~~368~~394)

Accrued legal fees are primarily the result of costs incurred in early 2008 related to our filing of the registration statement on Form 14C with the Securities and Exchange Commission and our failed merger. These legal fees are being disputed.

*** This Space Intentionally Left Blank ***

Convertible Judgment Debt Payable, Affiliated Party

Original judgment		$ 1,100,000
Interest 1999 through June 2005		643,500
Partial payment made November 2004		(155,000)
Balance, June 30, 2005		1,588,500
Interest June 2005 through June 2006		77,902
Interest July 2005 through June 2006		77,902
Amount exchanged for Common Stock		(1,500,000)
Balance, June 30, 2006		166,402
Interest July 2006 through June 2007		14,657
Balance, June 30, 2007		181,059
Interest July 2007 through June 2008		14,648
Balance, June 30, 2008		195,707
Interest July 2008 through June 2009		14,647
Balance, June 30, 2009		210,354
Interest July 2009 through June 2010		14,648
Balance, June 30, 2010		225,002
Interest July 2010 through June 2011		14,647
Balance, June 30, 2011		239,649
Interest July 2011 through December 2011		7,324
Interest July 2011 through March 2012		10,986
Balance, December 31, 2011		$ 246,973
Balance, March 31, 2012		$ 250,635

Affiliated Party Debt

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

Balance, June 30, 2011	$375,305
Advances	1316,000
Interest	2336,~~480~~230
Management Fee	34,~~000~~500
Balance, December 31, 2011	$414,785
Balance, March 31, 2012	$432,035

The loan amount is payable on demand and bears interest at 12% per annum. Interest is due and added to the payable amount on the first day of each month. Management believes the terms on the loan were made on equal or better than terms available elsewhere.

$500 per month is charged by Strategic to our company for the ongoing maintenance of its files and records, preparation of work papers for the quarterly reviews, as well as the preparation of work papers for the year end audit for the outside auditors. This monthly payment also includes the preparation of quarterly reports of Form 10-Q, as well as the Annual Report on Form 10-K.

Results of Operations

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

~~Three Months Ended December 31, 2011 Compared to the Three Months Ended December 31, 2010~~13

~~General~~Three ~~and~~Months ~~administrative~~Ended ~~expenses~~March ~~were $5,266 for the three months ended December~~ 31, ~~2011,~~2012 as compared to ~~$7,340 for~~ the ~~three~~Three ~~months~~Months Ended ~~ended~~March ~~December~~ 31, 2011~~, a decrease of $2,074.~~

	2011	2010
Accounting Fees	$ 3,250	$ 4,500
Legal Fees	—	246
Management Fees	1,500	1,500
Stock Transfer Fees	304	275
Edgarization Costs	198	441
Miscellaneous	14	378
TOTAL	$ 5,266	$ 7,340

General and administrative expenses were $6,445 for the three months ended March 31, 2012, as compared to $4,238 for the three months ended March 31, 2012, a decrease of $2,207. Miscellaneous Expense during the period ending March 31, 2011incurred a credit or reversal of a disputed charge of $3,607, which was recognized in that period.

Six months ended December 31, 2011 compared to the six months ended December 31, 2010

	2012	2011
Accounting Fees	$ 3,875	$ 4,500
Legal Fees	—	—
Management Fees	1,500	1,500
Stock Transfer Fees	801	775
Edgarization Costs	99	619
Miscellaneous	170	(3,156)
TOTAL	$ 6,445	$ 4,238

~~General~~Nine ~~and~~Months ~~administrative~~Ended ~~expenses~~March ~~were $12,347 for the six months ended December~~ 31, ~~2011,~~2012 as compared to ~~$16,432 for~~ the ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~December~~March 31, 2011~~, a decrease of $4,085.~~

General and administrative expenses were $18,792 for the nine months ended March 31, 2012, as compared to $20,670 for the nine months ended March 31, 2012, a decrease of $1,878.

Listed below is a summary of these expenses:

	2011	2010
	2012	2011
Accounting Fees	$ 711,~~750~~625	$ 913,~~000~~500
Legal Fees	—	1,106
Management Fees	34,~~000~~500	34,~~000~~500
Stock Transfer Fees	~~619~~1,420	~~560~~1,335
Edgarization Costs	~~964~~1,063	12,~~397~~015
Miscellaneous	14184	(1,~~369~~786)
TOTAL	$ 1218,~~347~~792	$ 1620,~~432~~670

In ~~2011~~2012, we were charged $2,000 for accounting fees related to the ~~second~~ quarter ~~filing~~filings of Form 10-Q, we accrued $34,~~000~~500 for the annual audit, and $~~750~~1,125 for year-end ~~tax~~ tax returns. The Company records a management fee of $500 per month for the use of office space and for administrative and management services provided by Strategic, a related party. The Miscellaneous Fees are primarily the result of edgarization costs associated with the public filings. As noted above, the Miscellaneous Fees for the nine months ending March 31, 2011 include the reversal of a disputed fee.

Interest Expense was $3047,~~804~~217 for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012, compared to $2641,~~860~~010 for the ~~six~~nine months ended December 31, ~~2010~~2011, an increase of $36,~~944~~207. The ~~increase~~ increase was the result of higher affiliated party debt at ~~December~~March 31, ~~2011~~2012 compared to ~~2010~~2011, resulting in higher interest expense for the nine ~~six~~ months ended ~~December~~March 31, ~~2011~~2012.

As a result of the foregoing, we incurred a net loss of $4366,~~151~~009 and $4361,~~292~~680 for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 and ~~2010~~2011, respectively.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of funds to meet its obligations. At ~~December~~March 31, ~~2011~~2012, our cash balance was $~~508~~536 and we had a working capital deficit of $~~719~~742,~~239~~097.

Accrued expenses, which consist primarily of professional and accounting fees, decreased $42,~~368~~394 for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012.

Convertible judgment debt payable, affiliated party represents amounts due under the JJFN Judgment which is convertible at the option of the holder into shares of our common stock based upon a conversion price of $0.10 per share. The increase from June 30, 2011 to ~~December~~March 31, ~~2011~~2012 represents post-judgment interest.

Affiliated party debt increased $39,480 at December 31, 2011 compared to June 30, 2011. This increase represents the accrual of the $500 monthly management fee for fiscal 2011, $13,000 in cash advances, and interest of $23,480 on the amounts due Strategic. We used these additional advances for general working capital.14

~~For~~Affiliated ~~the~~party ~~six~~debt ~~months~~increased ~~ended~~$56,730 ~~December~~at March 31, ~~2011,~~ we2012 ~~had~~compared ~~negative~~to ~~cash~~June ~~flows~~30, ~~from~~2011. ~~operating~~This ~~activities~~increase ofrepresents ~~$40,195~~the ~~compared~~accrual toof ~~negative~~the ~~cash~~$500 ~~flows~~monthly ofmanagement ~~$40,541~~fee for ~~the~~fiscal ~~six months~~2011, ~~ended December 31~~$16,000 ~~2010.~~in Wecash ~~have~~advances, ~~been~~and ~~dependent~~interest ~~upon proceeds~~ of ~~loans~~$36,230 ~~from~~on ~~Strategic~~the toamounts ~~fund~~due ~~continuing activities~~Strategic. ~~For~~We ~~the~~used ~~six months~~these ~~ended~~additional ~~December~~advances ~~31,~~for ~~2011,~~general ~~our loans from Strategic increased by $39,480~~working capital.

For the nine months ended March 31, 2012, we had negative cash flows from operating activities of $57,417 compared to negative cash flows of $56,275 for the nine months ended March 31, 2011. We have been dependent upon proceeds of loans from Strategic to fund continuing activities. For the nine months ended March 31, 2012, our loans from Strategic increased by $56,730.

To date, the Company’s operations have been funded by Strategic which is controlled by the Company’s President. This funding included paying professional fees, interest on the affiliated debt as well as accruing $500 per month for management fees.

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

Critical Accounting Policies

The significant accounting policies are summarized as follows:

Use of Estimates

Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts payable and accrued expenses, convertible judgment debt payable and stockholder payable approximate their fair market value based on the short-term maturity of these instruments. FASB ASC 820 requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of ~~December~~March 31, ~~2011~~2012. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

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

Our accounting policies and recent accounting pronouncements are described in Note 4 to our audited financial statements for the fiscal years ended June 30, 2011 and 2010 on Form 10-K filed with the SEC.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOURES ABOUT MARKET RISK

The Company does not have exposure to many market risks, such as potential loss arising from adverse change in market rates and prices, such as foreign currency exchange and interest rates. We do not hold any derivatives or other financial instruments for trading or speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of ~~December~~March 31, ~~2011~~2012, the end of the period covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the evaluation date, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our management assessed the effectiveness of our internal control over financial reporting as of ~~December~~March 31, ~~2011~~2012. In ~~making~~ making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway ~~Commission~~ Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of ~~December~~ March 31, ~~2011~~2012 our internal control over financial reporting is effective based this criteria.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

You should carefully consider all the risks described as previously discussed on our June 30, 2011 Form 10-K, which constitute the material risks facing us. If any of those risks or the following risks actually occur, our business could be harmed. In connection with our preparation of this quarterly report, management has reviewed and considered these risk factors and has determined that the following risk factors should be read in connection with the existing risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010. Please also refer to the other information about us contained in this Form 10-Q, including our financial statements and related notes.

Deterioration of economic conditions could negatively impact our Company.

Our Company may be adversely affected by changes in domestic and/or international economic conditions, including changes in inflation, interest or exchange rates, availability of capital markets and the effects of governmental initiatives to manage economic conditions.

Deterioration of national and global economic conditions could, among other things:

· Impair our ability to access additional funds,

· Make it more difficult or costly for us to obtain financing in order to execute our business plan,

· Impair our efforts to identify potential investors and business combination opportunities,

· Significantly ~~effect~~affect our ability to issue shares or debt securities to complete a business combination.

We are unsure of the duration and severity of this economic crisis. If the crisis persists or worsens and economic conditions remain weak over a long period, the likelihood of the crisis will have a significant impact on our Company.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1 — Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2 — Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32 — Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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SIGNATURES

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

MONARCH INVESTMENT PROPERTIES, INC.

(Registrant)

Date: ~~February~~May 64, 2012

By:/s/Philip Bloom_________ _

Philip Bloom

Treasurer and Chief Financial

Officer (Principal Financial and Accounting Officer)

Date: ~~February~~May 64, 2012

By:/s/David Miller________

David Miller

President and Director (Principal Executive Officer)

Filing Compare · Monarch Investment Properties, Inc.