UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2012

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 333-172825

MONARCHY RESOURCES, INC.

 (Exact name of registrant as specified in its charter)

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.

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

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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 the last business day of the registrant’s most recently completed second fiscal quarter:  $50,000 as of May 24, 2012, based on the registered resale of securities on Form S-1/A effective March 12, 2012 at a price of $0.002 per share.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  As of February 12, 2013, the Registrant had 30,000,000 shares of common stock outstanding.  

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MONARCHY RESOURCES, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED OCTOBER 31, 2012

TABLE OF CONTENTS

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PART I

In this Form 10-K, “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-K, including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the section titled “Risk Factors” and elsewhere in this Form 10-K, regarding, among other things:

These risks are not exhaustive. Other sections of this Form 10-K may include additional factors that could adversely impact our business and financial performance. These statements reflect our current views with respect to future events and are based on assumptions and subject to risk and uncertainties. Moreover, we operate in a very competitive and rapidly-changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-K to conform these statements to actual results or to changes in our expectations.

As used in this Annual Report, the terms “we,” “us,” “our,” “Monarchy,” and the “Company” mean Monarchy Resources, Inc., unless otherwise indicated.  All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

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ITEM 1.

BUSINESS.

OVERVIEW

Our principal office is located at 243 C. Teresa Street, Sta. Mesa, Sampaloc, Manila, Philippines and our telephone number is (632) 724-3389.

We were incorporated in the State of Nevada on June 16, 2010 under the name “Monarchy Resources, Inc.  Our President, Guilfred Casimiro, and Chief Financial Officer, Marc Mercado, incorporated the Company in order to seek out and acquire a mineral property in the Philippines.  With strong gold prices at the present time they 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.

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of—

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

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 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.

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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 an ore body on La Carlota and the chances of us ever having an ore body are remote.

Our company is considered a pre-exploration company since it has not yet undertaken sufficient exploration work on our mineral claim, La Carlota, to be classified as an exploration company.  Our only mineral claim, La Carlota, is located in the Philippines.   We are hopeful that our future exploration programs will identify mineralization on our claim which eventually can be put into commercial production.  It must be borne 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.

ITEM 1A.

RISK FACTORS.

 Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should be aware that our business faces numerous financial and market risks, including those described below, as well as general economic and business risks. The following discussion provides information concerning the material risks and uncertainties that we have identified and believe may adversely affect our business, financial condition and results of operations. Before you decide whether to invest in our common stock, you should carefully consider these risks and uncertainties, together with all of the other information included in this Form 10-K.

Risks Associated with our Company and our Industry

We are governed by only two people, Guilfred Casimiro and Marc Mercado, which may lead to faulty corporate governance.

We have two directors and two executive officers who make all the decisions regarding corporate governance.  This includes their (executive) compensation, accounting overview, related party transactions and so on.  They will also have full control over matters that require Board of Directors approval. This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors’ approval.  This may lead to ineffective disclosure and accounting controls.  None compliance with laws and regulations may result in fines and penalties.  They would have the ability to take any action as they themselves review them and approve them.  They would exercise control over all matters requiring shareholder approval including significant corporate transactions.  We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors.  

Our directors and executive officers own a substantial amount of common stock.

Our director, Guilfred Casimiro, has 10% of the outstanding common shares; being 3,000,000 shares.  Marc Andrew Mercado has 7% or 2,000,000 shares out of the 30,000,000 outstanding shares.  Therefore it would require any given shareholder, or a group of shareholders, to acquire a substantial number of shares to offset the directors’ share positions.

Our directors and officers are not residents of the United States making the enforcement of liabilities against them difficult.

Our directors and executive officers reside outside the United States in the Republic of the Philippines.  If a shareholder had a desire to sue them for damages, the shareholder would have to serve a summons and complaint.  Even if personal service is accomplished and a judgment is entered against our directors in the United States, the shareholder would then have to locate the assets of our directors, and register the judgment in the Philippines where the assets are located.

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Our executive officers have other business interests which may limit the amount of time they can devote to our Company and create conflicts of interest.

Our executive officers have other business interests in that Guilfred Casimiro, our President, works as a professional geologist for an exploration company in the Philippines and Marc Mercado is a senior analyst for a bank operating in the Philippines, meaning they are unable to work full time for our Company.  This might eventually led to business failure.  They plan to devote only 10 hours per month at this time to our affairs which may lead to sporadic exploration activities and periodic interruptions of business operations.  Unforeseen events may cause this amount of time to become even less.  Our officers may also have conflicts of interest as a result of their relationships with the companies they currently work for.

We must attract and maintain key personnel or our business will fail.

Success depends on the acquisition of key personnel.  We will have to compete with other companies both within and outside the mining industry to recruit and retain competent employees.  If we cannot maintain qualified employees to meet the needs of our anticipated growth, this could have a material adverse effect on our business and financial condition.

We are recently incorporated, have a lack an operating history and have yet to make any revenues.  If we cannot generate any profits, you may lose your entire investment.

We are a recently incorporated company and have yet to generate any revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing.  We have no operating history and thus no way for you to measure progress or potential future success.  Success has yet to be proved. Currently, there are no operations in place to produce revenue.  We are pre-exploration and have yet to find or produce sellable product. Financial losses should be expected to continue in the near future and at least until such time that we enter the production stage.  As a new business we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties.  Since inception, we have a loss of $44,786. There is no guarantee, unfortunately, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.  

We need to acquire additional financing or our company will fail.

We must obtain additional capital or our business will fail. In order to explore the claim and eventually establish operations, we must secure more funds. Currently, we have very limited resources and have already accumulated a net loss. Without operations, we will make no money which may result in complete loss of your investment.  Financing is also needed to bring product to market.  Financing may be subject to numerous factors including investor sentiment, acceptance of mining claims and so on.  We currently have no arrangements for additional financing.  We may also have to borrow large sums of money that require substantial capital and interest payments. We must perform mineral explorations on La Carlota Gold Claim to determine if any ore reserves are present.

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The probability of a mineral claim having profitable reserves is very rare and our claim, even with large investments, may never generate a profit.

We are dependent upon our mining property for success.  All anticipated future revenues would come directly from La Carlota.  Should we fail to extract and sell gold from this property, our business will fail.  Mineral deposit estimates are imprecise and subject to error, and resource calculations when made may prove unreliable.  Assumptions made regarding the supporting data may prove inaccurate and unforeseen events may lead to further inaccuracies.  Sample variability, mining and processing adjustments, environmental changes, metal price fluctuations, and law and regulation changes are all factors that could lead to deviances from the original estimations. No assurances can be given that any mineral deposit estimate will ever be reclassified as a reserve.  We have no known ore reserves.  Despite future investment in exploration activities, there is no guarantee we will locate a commercially viable ore reserve.  Most exploration projects do no result in discovery of commercially mineable deposits. With little capital available, we will have to limit our exploration which decreases the chances of finding a commercially viable ore body. Even if gold is identified, La Carlota may not be put into production due to high extraction costs, low gold prices, or inadequate amount and reduced recovery rates.  If the exploration activities do not suggest a commercially successful prospect then we may altogether abandon plans to develop the property.

The exploration and prospecting of minerals is speculative and extremely competitive which may make success difficult.

We face strong competition from other mining companies for the acquisition of new properties.  New properties increase the probability of discovering a profitable reserve.  Most companies have greater financial and managerial resources than we do and can acquire and explore attractive new mining properties.  We will face similar difficulties raising new capital to expand operations against the larger, better capitalized competitors. Limited supply and unforeseen demand from larger, more competitive companies may make secure all necessary equipment and materials difficult and may result in periodic interruptions or even business failure. Success depends on a combination of many factors including but not limited to: the quality of management, technical (geological) expertise, quality of land available for exploration and the capital available for exploration.

International operations in the Philippines are subject to inherent risks.

Political instability, uncertainty of the economic climate, currency fluctuations, exchange controls and taxation laws may be significant in our business dealing in the Philippines. Access to all of the equipment, supplies and materials necessary to begin exploration may not be available and may delay our exploration activities in the Philippines.  We have not yet attempted to locate or negotiate with any suppliers of products, equipment or materials but plan to do so when exploration begins.  Exchange rate changes between the Philippine currency and the U.S. Dollar may also adversely affect our successful operations.

Our future operations may be adversely affected by future governmental and environmental regulations and permitting.

Environmental regulations may negatively affect the progression of operations and these regulations may become stricter in the future. In the Philippines, all mining is regulated by Federal and Provincial level government agencies. Obtaining licenses and permits from these agencies as well as an environmental impact study for each mining property must be completed before starting mining activities. These are expensive and affect the timing of operations.  Pollution can be anticipated with mining activities.  If we are unable to comply with current or future regulations, this may expose us to fines, penalties and litigation that could cause our business to fail.

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We are vulnerable to the change of the world gold supply, demand and prices.

Gold prices change on a world market beyond our control.  A drop in price would adversely affect our ability to generate a profit.  All our revenues would be derived from the sale of gold and possibly other precious metals.  Changes in the price of gold thus may affect profitability and impede us from being able to afford to continue operations.  Gold prices historically have fluctuated widely; price tends to be linked to a number of factors beyond our control such as: various macroeconomic factors (terrorism, political and regional events that may include such, confidence in the global monetary system, rate of inflation expectations, interest rates, US dollar and certain other currency strength); speculative or hedging activities; forward sales by producers, speculators and other holders; central bank lending; sales and purchases of gold; industrial and jewelry demand; and the current supply and demand.  These things are impossible for us to predict.  Per ounce, gold has been $384 (1995), $279 (2000), $420 (2005), $1,120 (2010), $1,834 (2011), $1,755 (2012) London PM Fix Price for instance. This volatility may favor operations now but should the price drop unexpectedly some or all exploration activities may become economically unfeasible in the future.

We are subject to inherent mining hazards and risks that may result in future financial obligations.

Risks and hazards associated with the mining industry may adversely affect our operations such as, but not limited to,: political and country risks, industrial accidents, labor disputes, inability to retain necessary personnel or equipment, environmental hazards, unexpected geologic formations, cave-ins, landslides, flooding and monsoons, fires, explosions, power outages, processing problems.  Personal injury and death could result as well as property damage, delays in mining, environmental damage, legal liability and monetary loss.  We may not be able to obtain insurance to cover these risks at economically reasonable premiums.  We do not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.

Risks related to our stock

We may not be able to raise additional capital through future offers of our shares but in doing so will dilute the shares presently issued and outstanding.

Raising additional capital through future offerings of common stock may be necessary for our company to continue going, but there is no guarantee that this will be possible.  Doing so will, however, dilute percentage of our Company’s shares presently held by our shareholders. Financing may be achieved by issuing more shares which will increase the number of common shares outstanding.  This will decrease the percentage interest held by each of our shareholders.  As the total number of outstanding common shares increases, the equity attached to any individual share will decrease causing a dilution of shareholders’ ownership over the company.  With little other access to funds currently, we may have to rely on this method substantially to raise additional capital.  

There is no market for our common stock meaning that you may not be able to resell your shares.

Our common stock currently has no market limiting our future shareholders’ ability to resell their shares or use them as collateral. Thus, a shareholder must sell their shares privately which may prove very difficult.  The shares are not currently listed on any exchange or quotation system.  Private sales are more difficult and often give lower than anticipated prices.

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Should a public market develop for our stock, future sales of shares may negatively affect their market price.

Even if a market develops, the shares may be sparsely traded and have wide share price fluctuations.  If we succeed in receiving a quotation, the liquidity of the stock may be low despite there being a market making it difficult to get a return on the investment.  In addition the price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, mineral prices, our ability to generate future revenues, and market perception about future mineral exploration.

Because our stock is a “penny stock”, trading of it may be restricted and limit a shareholder’s ability to buy and sell shares.

As our stock is a penny stock, there are restrictions imposed by the United States Securities and Exchange Commission’s (“SEC”) penny stock regulations and the FINRA’s sales practice requirements.  This might limit a shareholder’s ability to buy and sell their shares as broker-dealers may be less likely to engage in transactions of our common shares.  A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.  Our common stock is expected to trade well below that mark.  Rules 15g-1 through 15g-9 under the Exchange Act impose sale practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock”.

We have not paid nor anticipate paying cash dividends on our common stock.

Cash dividends are not currently paid on our common stock shares nor are they expected to be paid in the near future.  We intend to retain our cash for the continued development of our business.  Thus, you will not be able to derive any dividend income and your return on investment will solely be based on your ability to sell your shares in a secondary market.

ITEM 2.

PROPERTIES.

We have a single mineral claim, La Carlota, located in the Republic of the Philippines. The title indicates that the Company owns the property outright.

Mineral rights in the Philippines are obtained by direct purchase from another land owner of a mining parcel.   

The Department of Energy and Natural Resources also sells parcels of land for mining purposes.

The type of license obtained by the Company is legally known as an Exploration Permit (“EP”)

La Carlota Gold Claim 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 (refer to page 20).

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The following glossary of technical terms is furnished herein to assist in the understanding the various geological terms used in Angelo Ventura’s report and elsewhere in this Form 10-K.

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For ease of reference, the following conversion factors are provided:

Summary of La Carlota and Recommendations by Angelo Ventura

In 2010, the Company acquired a 100% interest in the La Carlota that was staked to cover gold zones.  The Carlota is located 6 miles northeast of Maao, 9.5 miles northwest of Bago which is basically the closest city to the Carlota.

Exploration work previously done on the La Carlota had indicated there are some favorable areas worthy of further exploration work.   Nevertheless, the Company feels that only through an extensive exploration work as set forth by Angelo Ventura, Professional Geologist, it might have a chance to identify an ore body.   The question remains as to whether the grade and tonnage is sufficient to warrant a production decision in the future.

Disclaimer

In order to write his report, Angelo Ventura, had to rely upon historical and current geological reports of the area, comprising annual reports, papers, geological survey maps and assessment reports, mainly obtained from The Mineral Resources Department of the Ministry of Energy and The Mineral Resources of the Government of the Republic of the Philippines.  Between June 23 and 25, 2010, Angelo Ventura visited the La Carlota for the purpose of evaluating the exploration potential of the claim.

Surrounding Area in the Philippines

Most of the Philippines is made up of deposits of shell and eroded sand which is basically limestone.   Over the centuries, the limestone was pushed upwards which today results in one being able to find sea shells in many of the mountains within the country.  The Philippines are characterized by steep mountains which are not covered by forests of any degree.   Due to the lack of forest cover, rain falling on the mountains can easily washed into the sea below thereby causing erosion.   The central part of the Philippines contain vase areas of copper, gold and coal reserves which in many situation are currently being mined.

Monarchy Resources, Inc. is preparing to conduct preliminary exploration work on La Carlota. The Company commenced the work on the La Carlota during the month of July 2011 and obtained a report prepared by Jonathan Malig, Professional Geologist, on December 13, 2011 outline the results of Phase 1 which are detailed on page 20.

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Prior to Phase 1 commencing in July 2011, there has been no preliminary exploration work on the La Carlota.   The exploration program under Phase I was conducted in accordance to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices.

Property Location and Description

La Carlota claim project consists of one unpatented mineral claim, located 30 kilometres northwest of the city of La Carlota at UTM co-ordinates Latitude 17  25’00”N and Longitude 121 26’00”E.  The mineral claim was assigned to Monarchy Resources, Inc. by Rodelio Mining Ltd. (an unrelated company) and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral

Resources of the Government of the Republic of the Philippines.

There are no known environmental concerns or parks designated for any area contained within the claims.  The property has no encumbrances.  As advanced exploration proceeds there may be bonding requirements for reclamation.

Monarchy Resources, Inc. has purchased a 100% interest in La Carlota.

Our executive officers have been to the La Carlota mineral claim.  They were involved in every phase of the purchase of the claim.  The decision to purchase the claim was based on the recommendation of the Company’s consulting geologist and the positive mining history of the area.

Mr. Ventura recommended La Carlota mineral claim to the directors and based upon his recommendation the mineral rights to La Carlota were acquired. There is no relationship between Rodelio Mining Ltd., Mr. Ventura and the Company.   The directors selected Mr. Ventura to prepare the geological report.  Management retained Mr. Ventura to conduct geological consulting work for Phase 1 of our exploration program in July 2011 - the month the work started.

Royalty Obligations

None.

Accessibility, Climate, Local Resources, Infrastructure, and Topography

La Carlota claim is accessible from city of La Carlota by travelling on the country’s only highway system which consists of, for the most part, one lane in each direction and by taking an all weather gravel road.  The city of La Carlota lies in a non-active seismic area.  The city was formed in the so-called Carbon period, some 350 million years ago.  During this period, large shallow marshes were formed with abundant vegetation.  The rotting plants and trees in these marshes turned into peat and later into coal.  The city still has large coal reserves, which is the basis for the city’s current coal mining industry.

The Philippines is situated between 5 and 22 degrees North Latitude.  This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation.  Rainfall on the city can occur in every month, but the wettest months are October, November and December.  Annual rainfall is approximately 1.5 metres.  Due to the steep, deforested mountains, around 60 percent of the rainwater runs quickly to the sea.  The remaining 40 percent partly evaporates and partly seeps through to the island’s underground water aquifer.

La Carlota’s area has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items.  Drilling companies and assay facilities are present in the city of La Carlota.

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Geological setting

Regional Geology of the Area

The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusive such as dolerites and anorthosites.  Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands.  The hill ranges are sporadically capped with laterites and bauxites of residual nature.  Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the Cretaceous Age.  Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black Granite and other hard rocks are amenable for high polish.  These granites occur in most of the districts except the coastal area.

Stratigraphy

The principal bedded rocks for the area of La Carlota (and for most of the Philippines) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

Intrusive

In general, the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.

These hydrothermal solutions intrude into the older rocks as quartz veins.  These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels.  Gold occurs also in these sands as placers.

Gold belts in sheared gneissic rocks is found in three sub-parallel auriferous load zones where some blocks having 250 to 500 meter length and 1.5 to 2 meter width could be identified as most promising ones.

Structure

Depositional Environment / Geological Setting: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

Host / Associated Rock Types:  Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites.  Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.

Tectonic Setting(s): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).

Deposit Types

Deposits are from a few millimetres to over a metre thick in places.  Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns.

Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the north striking caldera fault zone.  The major lodes cover an area of 4 km and are mostly within 600 m of the surface.  Lodes occur in three main structural settings:

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(i)

Steeply dipping northwest-striking shears;

(ii)

Flat-dipping fractures (flatmakes); and

(iii)

Shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

Mineralization

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

On the east side of the La Carlota is intrusives consisting of rocks such as tonalite, monzonite and gabbro while the La Carlota itself is underlain by sediments and volcanics.   The intrusives also consist of a large mass of granodiorite towards the western most point of the property.   The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics.  The volcanics are hornfelsed, commonly contain minor pyrite and pyrrhotite.

The La Carlota is associated with Precambrian rocks that are present throughout the claim.   These rocks consisting of chert and argillites, basically sediments, and andesitic to basaltic volcanic have been intruded by granodiorite.   There is mineralization on the claim but past work has been limited and hence the potential of La Carlota has not been tested.

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Exploration

Previous exploration work has not included any attempt to drill the structure on La Carlota.  Records indicate that no detailed exploration has been completed on the property.  No drilling is reported on the La Carlota.   

All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparations consistent with generally accepted exploration practices.   Angelo Ventura stated in his report that “no opinion as to the quality of the samples taken can be presented.   No other procedures of quality control were employed and no opinion on their lack is expressed.”

Recommendations

Angelo Ventura recommended a two phase program for future exploration work on the La Carlota in order to define areas of interest and mineralization.   First an air photo interpretation of the various structures on La Carlota would undertaken to determine the structures.   In conjunction with this photo interpretation a geological mapping of the La Carlota and immediate surrounding areas would have to be undertaken which would identify main showings.   Second exploration technique would be geophysical surveying using both magnetic and electromagnetic instrumentation of the areas defined as structures of interest containing mineralization.  A systematic system of soil sampling would be undertaken in the area of interest to determine the type of mineralization and the grade contained therein.   All the initial exploration work would be undertaken to define an area of interest that a drilling program could subsequently be undertaken.

Budget

Angelo Ventura recommended a budget of PHP 1,799,729 (US$41,090) as follows:

The above conversion rate has been done at PHP 43.8 to US $1.00. (July 11. 2011 rate at PHP 42.62 to US $1.00)

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

Requirements to Maintain La Carlota in Good Standing in the Philippines

Safety standards and environmental standards must be met at all times to keep the mining license for the Company current.  Licensing fees must be paid in full (approximately US$650.00) before exploration and the Company is responsible for all fees and costs.   

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A new license can take up to 30 days to process and the renewal of an existing license takes up to 14 days to process.   There are no bonding requirements for the Company but the mining company used for exploration purposes must be fully bonded and approved by the Department of Environmental and Natural Resources (DENR) and Mines and Geoscience.   The DERN also has the right to inspect the Company’s property on demand to ensure all criteria are being met.

Exploration Results from Phase I

The Company undertook Phase I exploration program during the fall of 2011 engaging the services of Jonathan Malig, Professional Geologist, who was available to complete the work for the Company.  In his report entitled “Independent Geological Mapping of the La Carlota Property” he indicated the Company “commenced grass root exploration and geological mapping of the La Carlota Gold Claim.  Since the initial discovery, the Company has escalated activity and sampling program, including some 1.1 km of manual costean sampling.   Gold, silver and base metal mineralization occurs in anastomosing quartz + pyrite + sulphide veins within intensely fractured then silicified east-west trending sub vertical structures, and in sheeted quartz + pyrite + base metal veins parallel to schistosity. Results to-date indicates background gold mineralization up to 0.5g/t Au, with grade consistently increasing in the vicinity of these sub vertical structure zones. Works completed so far have outlined mineralization within an envelope approximately 1.5 km long x 0.6 km wide.

The mineralized zone remains open in all directions. Initial geological observation suggests that mineralization exists north and east of the identified mineralization window, and additional sampling in the expanded area is underway. In addition to geochemical sampling, first-pass ground magnetic surveys have been conducted on the La Carlota prospect concurrently with the costean sampling program. Seven north-south lines were completed totaling approximately 7 line kilometers across the La Carlota target area.  The initial interpretation of the total magnetic intensity (TMI) signature suggests three main interest areas being;

1. a zone of magnetic high covering the northern portion of the survey area. This

area is yet to be tested and is considered highly prospective;

2. a northeast-southwest trending zone of magnetic low occupying the southern

portion, coinciding with the La Carlota Gold prospect area defined to date;

3. a circular magnetic high south of La Carlota prospect.

The TMI results strongly correlate with surface geological and geochemical

observations to date further supporting the interpreted broad scale epithermal gold, base metal system and potential for a porphyry style system within the area.

The circular magnetic high immediately south of La Carlota Prospect (marked SN 15149 on the magnetic intensity diagram above) has returned coincidental elevated, gold, silver, copper, and zinc from rock chip outcrop samples. Further work is underway to advance definition of the mineralization. Initial rock-chip sample assays include:

n

36.7 g/t Au, 22.4 g/t Ag, 3.04 % Cu & 10.1 % Zn in outcrop sample 15152

n

19.1 g/t Au, 19.7 g/t Ag, 3.92 % Cu & 1.95 % Zn in outcrop sample 15150

n

11.9 g/t Au, 15 g/t Ag, 1.3 % Cu & 9.75 % Zn in outcrop sample 15149

n

3.75 g/t Au, 8 g/t Ag, 0.84 % Cu & 4.07 % Zn in outcrop sample 15151

Further high-grade gold results from La Carlota

21

Highlights:

1.

Multiple intersections of broad mineralization identified in costean samples up to 34m @ 3.29 g/t Au, 39.17 g/t Ag.

2.

Numerous meter scale interval samples above 10 g/t au, with best results of 1m @ 70 g/t Au, 22.5 g/t Ag

3.

New high grade copper zone identified with best outcrop rock chip samples of 36.7 g/t Au, 22.4 g/t Ag, 3.04 % Cu & 10.1 % Zn, and 19.1 g/t Au, 19.7 g/t Ag, 3.92 % Cu & 1.95 % Zn

Monarchy Resources is undertaking intense costean and grid based soil sampling programs in the area. Latest results received include broad zones of gold and silver mineralization, with intervals of very high grade ore.

Best continuous costean sample results include:

n

34m @ 3.29 g/t Au, 39.17 g/t Ag from costean KSTC 30, including 8m @ 6.39 g/t Au & 57.24 g/t Ag  6m @ 4.86 g/t Au &84.83 g/t Ag

n

21m @ 2.17 g/t Au, 4.34 Ag from costean KSTC37, including  4m @ 5.11 g/t Au, 2.95 g/t Ag

n

 7m @ 3.04 g/t Au, 2.54g/t Ag from costean KSTC 25

n

11m @ 2.45 g/t Au, 8.92 g/t Ag from costean KSTC 42, including 3m @ 7.8 g/t Au, 23.37 g/t Ag

n

 12m @ 2.75 g/t Au, 4.8 g/t Ag from costean KSTC 42, including 3m @ 7.53 g/t Au, 12.73 g/t Ag

n

7m @ 2.17 g/t Au, 18.72 g/t Ag from costean KSTC 36

n

7m @ 2.43 g/t Au, 0.67 g/t Ag from costean KSTC 38

Additional bonanza high-grade veins existed within the broader zones and include:

n

1m @ 70 g/t Au, 22.5 g/t Ag from costean KSTC 33

n

 1m @ 54 g/t Au, 66.1 g/t Ag from costean KSTC 29

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

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Monarchy’s Main Product

Monarchy’s main product will be the sale, if a mineral ore reserve is identified, of gold that can be extracted from the La Carlota once the claim has been explored.  Since the property has yet to be explored by us, we have yet to find an ore body and therefore cannot sell any ore.

Exploration Facilities

The Company has no plans to construct a mile or smelter on the La Carlota until an ore body of reasonable worth is found; which might never happen.  While in the exploration stage, the crew of workers will be housed in the town of Bago due to its close proximity to La Carlota.    This will initially avoid building any structures either permanent or removable on the claim.

Other Mineral Properties

We has not yet considered any other mineral properties until such time as we have undertaken at least Phases I and II as recommended by Angelo Ventura.  We would like to diversify our holdings once we have adequate funds to do so.  This may not be for some time due to having to undertake exploration work on La Carlota.   Similar to La Carlota, we will not acquire any mineral claims from either of our two officers or directors.

Employees

As of February 6, 2013, our Company did not have any employees either part time or full time other than its directors and officers.  While in the early exploration stage our Company will not wish to bear the burden of carrying full time employees especially during periods when the claim is not being worked on.   The executive officers initially undertook the responsibility of initially identifying the La Carlota, incorporating the Company, obtaining the assistance of professionals as needed, contributing the initial “seed capital”, coordinating various filings with the independent accountants and attorneys and other matters normally performed by the executive officers.   Neither of our officers and directors are paid for the services they perform on behalf of the Company.

We are not a party to any employment contracts or collective bargaining agreements.   The Philippines area has a relatively large pool of people experienced in exploration of mineral properties; being mainly geologist and mining consultants.  In addition, there is no lack of worker and consultants initially on a part time basis.

Competition

In 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 Philippines.  

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.

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If we are successful in discovering an ore body we might not be able to find refineries to mill 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 La Carlota

Monarchy and its management are aware of the following risks:

1.

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 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 two directors.

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.

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.

We are not a party to any other legal proceedings and, to our knowledge; no other legal proceedings are pending, threatened or contemplated.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not Applicable.

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PART II

ITEM 5.

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

MARKET INFORMATION

Our shares of common stock are not quoted on any exchange or quotation system although the Company has been advised by its market maker that a Form 211 has been filed with FINRA.  No public market existed for our common stock.

HOLDERS OF OUR COMMON STOCK

As of February 12, 2013, there were 39 registered holders of record of our common stock.

DIVIDENDS

There are no restrictions in our Articles of Incorporation or Bylaws that would prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

We would not be able to pay our debts as they become due in the usual course of business; or

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

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

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in the Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-K, particularly in the sections titled “Risk Factors” and “Forward-Looking Statements.”

We are a start-up, pre-exploration stage company. We have a limited operating history and have not yet generated or realized any revenues from our activities. We have yet to undertake any exploration activity on our sole property, La Carlota. As our property is in the early stage of exploration and there is no reasonable likelihood that revenue can be derived from the property in the foreseeable future.

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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 additional capital to pay for our operations. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals, if ever. Accordingly, we must raise cash from sources other than the sale of minerals found on La Carlota. That cash must be raised from other sources. Our only other source for cash at this time is investment by others in the Company. We must raise cash to implement our planned exploration program and stay in business. 

Since our business activity is related solely to the exploration and evaluation of La Carlota; it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. As of October 31, 2012, we had negative working capital of $14,786.

Despite the commitment of our officers and directors to advance us funds over the next twelve months, unless we raise additional funds, we will be faced with a working capital deficiency by no later than the end of the next twelve months. Our future financial success will be dependent on the success of the exploration work on La Carlota. Such exploration may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any mineralization which may be discovered by us is largely dependent on factors beyond our control such as the market value of metals produced, mining regulations in the Philippines and foreign exchange rates.

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

Liquidity and Capital Resources

Our capital commitments for the next twelve months consist of expenses of operations. Phase I work has already been completed and the cost of Phase II has been included in the following expenses over the next twelve months:

We recognize that additional capital will be required during the next twelve months. Should we be unable to raise additional capital from other sources such as bank financing with guarantees from our directors or a private placement of our common shares from Treasury, our directors and officers are committed to advance Monarchy whatever funds are required to enable the Company to meet its cash needs over the coming year in addition to the amount indicated in the following sentence.   Our directors advanced the funds to complete Phase I of our exploration program in the amount of approximately $14,000 and an additional $20,000 for working capital purposes.   No written agreement has been entered into between the directors and the Company regarding the above noted amount of $34,000 and any future advances.  This advance of $34,000 is on a demand basis and bears no interest similar to any future advances.   The loan is not convertible into shares of our Company.   These funds were advanced to the Company prior to October 31, 2012.

26

Our professional geologist, Angelo Ventura, has recommended a two-phase exploration program for La Carlota. Even if Phase I results suggests Phase II work is warranted, we do not presently have the requisite funds and so will be unable to complete anything beyond Phase I of the recommended exploration program until we raise more money or find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work beyond Phase I of the exploration program recommended by our professional geologist. If we are unable to finance additional exploration activities, we do not know what we will do and we do not have any plans to do anything else.

We do not intend to hire any employees at this time. Apart from supervision and evaluation of Phase I work, which will be undertaken by our President, a professional engineer, all of the work on La Carlota will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, exploration, and excavation. We may engage a geologist to assist in evaluating the information derived from the exploration and excavation including advising us on the economic feasibility of removing any mineralized material we may discover.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore and we have determined it is economic to extract the ore from the land.

We may attempt to interest other companies to undertake exploration work on La Carlota through joint venture arrangement or even the sale of part of La Carlota. Neither of these avenues has been pursued as of the date of this Form 10-K.

Limited Operating History; Need for Additional Capital 

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on June 16, 2010.  We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

It must be borne in mind that to become profitable and competitive, we must invest in exploration activities on La Carlota, which could be substantial, before we can produce of any minerals we discover on our claim.   There may be no minerals of commercial value on our claim.   We will have to either have our directors and officers provide us with working capital or else find other forms of equity financing.  We can never be assured that any financing will be available as we require it and, if available, will be on the terms acceptable to us.   Without any financing we will not be able to proceed with the future exploration of La Carlota.

Overview

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred a net loss, for the period from the inception of our business on June16, 2010 to October 31, 2012, of $44,786. We did not earn any revenues during the aforementioned period.

Our financial statements included in this Form 10-K have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of operations.

We are presently in the pre-exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exits on La Carlota until further exploration work is done and a comprehensive evaluation concludes economic and legal feasibility.

27

Products and Gold

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.

Other Minerals

At the present time we are not aware of other minerals on La Carlota since no exploration has been done to date.

Employees

Other than our directors and officers we do not have any employees.   It is our intention to use the service of our geologist, Angelo Ventura, during the exploration program and he will be responsible for hiring additional personnel to assist in the exploration.  Once the exploration work is completed, Angelo Ventura and any other personnel he has hired will be terminated.   This will reduce our expenditures of having to employ workers when there is basically no work to be done.

Competitive Factors

We are a small pre-exploration company with limited personnel and funds.   There are many other exploration companies who have more personnel at their disposal and funds on hand to undertake substantially 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 on the Carlota.

Foreign Currency

Our Company will be conducting exploration activities in the Republic of the Philippines and will pay its expenses in PHP dollars.  Any currency fluctuation in an adverse way will increase the cost of our exploration program on La Carlota.

Regulation of Mining Activity

Republic of Philippines Mining Laws

Government and environmental regulations exist in the Philippines and our exploration 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 Republic of the Philippines.

When we commence exploration on our mineral claim the Department of Mines in the Philippines will require us to complete and submit a Form MGB 50-1.   At this time the Department will advise us as to exactly what fees we will have to pay and what amount of bonding is required.   At this time we cannot accurately estimate the amounts required.

Legislation

Changes to current 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.

28

Our Planned Exploration Program

We will be conducting exploration activities on La Carlota to determine what amounts of minerals exist on the claim and if they can be viable extracted in commercial quantities and subsequently sold.   Our exploration activities are designed to efficiently explore and evaluate La Carlota.

Our estimated exploration costs over the next twelve months on the La Carlota claim will be $27,237.  This estimated figure represents the cost to our Company of doing the exploration work on Phase II as set forth in Angelo Ventura’s Geological Report. Management is considering the commencement of Phase II but at the present time does not have adequate funds to undertake it.

Results of Operations – October 31, 2012 compared to October 31, 2011.

Balance Sheet as of October 31, 2012

Total cash as of October 31, 2012, was $21,083.

Our working capital was derived from capital stock purchased by our two directors and officers in the amount of $30,000 through the issuance of 30,000,000 common shares at a price of $0.001 per share on July 24, 2010 and advances made by the directors of $34,703.  No revenue was generated during these periods.

Total shareholders’ equity as of October 31, 2012 was a negative amount of $14,786.   Our issued and outstanding shares as of October 31, 2012 were 30,000,000 common shares.

Trends

From our date of inception we have been a pre-exploration company which has produced no revenue and maybe will not be able to produce revenue.  To the knowledge of management we are unaware of any trends or past and future events which will have a material effect upon our Company, its income and business, both in the long and short term.   Please refer to our assessment of Risk Factors as noted on page 6.

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.

29

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.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

30

ITEM 9.

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

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of October 31, 2012 (the “Evaluation Date”). Based on that evaluation, the Principal Executive Officer and Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Accounting Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed 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 United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

-

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

-

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

-

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

31

The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of October 31, 2012, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified a material weakness in internal control over financial reporting.

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 the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is described below.

1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses.  As of October 31, 2012, the Company did not have a separate audit committee or a policy on fraud.  A whistleblower policy is not necessary given the small size of the organization.

2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

3.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

As a result of the material weakness in internal control over financial reporting described above, the Company's management has concluded that, as of October 31, 2012, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fiscal year ended October 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.

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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, 2012 were as follows:

(1)

Member of the audit committee

Guilfred Colcol Casimiro was appointed to the Board of Directors on June 10, 2010 and on the same day by a Resolution of the Board of Directors was appointed as Chief Executive Officer and President.

Marc Andrew Mercado was appointed to the Board of Directors on June 10, 2010 and on the same day by a Resolution of the Board of Directors was appointed Chief Financial Officer, Chief Accounting Officer and Secretary Treasurer.

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

Guilfred Colcol Casimiro

Guilfred Casimiro was born in the Philippines on May 15, 1969 and obtained a Bachelor of Science degree in Geology in 1990 from the University of the Far East located in Manila, Philippines.  From 1990 to 1997 he was employed by Antique Resources as a junior geologist and was assigned to various geological areas of the Philippines at the direction of the senior geologist on the project to undertake test and assays on various properties Antique Resources was interested in.   After leaving Antique Resources he was employed between 1997 and 2002 by Baguio Minerals as a geologist with responsibilities for studying geological reports on properties for potential development and making recommendations for the development of said properties.  Upon leaving Baguio Minerals in 2002 he was employed by DTL Explorations as a senior geologist responsible for assigning junior geologists to conduct tests on various sites across the properties.  Guilfred was in charge of evaluating the reports prepared by the junior geologists and making recommendations to management on the type of exploration work need on these properties.   He is still employed by DTL Explorations.

Marc Andrew Mercado

Marc Mercado received a Bachelor of Science in Commerce from Ateneo University, Manila, Philippines in 2002 and was employed immediately by Unity Bank Inc., Pampanga, Philippines as an analyst.  In 2005 he was promoted to Senior Financial Analyst where he is responsible for recognizing commercial and consumer banking indexes on economy, consumer trends and government laws.   He is still employed by the Unity Bank Inc.

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None of our officers and directors work full time for our Company. Guilfred Casimior spends approximately 10 hours a month on corporate matters and in the future will oversee of our exploration program on behalf of the Board of Directors. Once the exploration program is started it is expected Guilfred Casimior will increase his hours in order to analyse and recommend to the independent geologist further work on La Carlota.  As Chief Financial Officer, Marc Mercado spends approximately 10 hours per month on corporate matters.

None of our directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.

Family Relationships

Our President and our Chief Financial Officer and Secretary Treasurer are unrelated.

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)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

engaging in any type of business practice; or

(iii)

engaging 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;

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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 Guilfred Casimiro, our President and Chairman of the Audit Committee, and Marc Andrew Mercado our Chief Financial Officer and Secretary Treasurer neither of whom are independent. Neither Guilfred Casimiro nor Marc Mercado can 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 Guilfred Casimiro, 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.

Since inception on June 16, 2010, our Board has not yet had the opportunity to meet but is planning to do so in the immediate future.

Conflicts of Interest

Apart from Guilfred Casimiro, who works as a senior geologist for DTL Explorations, an unrelated company involved in the mineral exploration business in the Philippines, 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:

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ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

We did not pay any compensation to Guilfred Casimiro, our Chief Executive Officer and Director, and Marc Mercado, our Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer and Director, during the period from June 16, 2010 to October 31, 2012.

Outstanding Equity Awards

Since incorporation on June 16, 2010, we have not 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.

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 October 31, 2012 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.

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(1)

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 on October 31, 2012.  As of October 31, 2012, there were 30,000,000 shares of our common stock issued and outstanding.

Holders of Common shares

As of the date of this Form 10-K the Company had 39 of shareholders including the officers and directors.  The number of shares held by the officers and directors are 5,000,000 common shares.

Market Information

Monarchy’s stock is not presently traded or quoted on any public market and therefore there is no established market price for the shares. Subsequent to the Effective Date of Monarchy’s registration statement under the Securities Act of 1933, it is anticipated one or more broker dealers may make a market in its securities over-the-counter, with quotations carried on the “OTC Bulletin Board”.    At the present time, there is no established market for the shares of Monarchy. There is no assurance an application to the FINRA will be approved. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC; being as a minimum Forms 10-Q and 10-K.  Market makers will not be permitted to begin quotation of a security whose issuer does not meet these filing requirements. Securities already quoted on the OTCBB that become delinquent in their required filings will be moved following a 30 or 60 day grace period if they do not make their filing during that time. If our common stock is not quoted on the OTCBB, there will be no market for trading in our common stock. This would make it far more difficult for stockholders to dispose of their common stock. This could have an adverse effect on the price of the common stock.

With a lack of liquidity in our common stock, trading prices might be volatile with wide fluctuations. This assumes that there will be a secondary market at all.

Monarchy has no proposed symbol for the OTCBB.

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of Monarchy. The number of shares presently subject to Rule 144 is 30,000,000 shares. The share certificate has the appropriate legend affixed thereto. Presently, under Rule 144, the number of shares which could be sold, if an application is made, is Nil shares.  There are no shares being offered pursuant to an employee benefit plan or dividend reinvestment plan. In addition, there are no outstanding options or warrants to purchase common shares or shares convertible into common shares of Monarchy.

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

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Equity Compensation Plans

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

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:

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.

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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 30,000,000 shares are presently issued.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably 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; preemptive 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.

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).

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Transfer Agent

We have engaged the service of Action Stock Transfer Corp., Suite 214 – 2469 E. Fort Union Blvd., Salt lake City, Utah, 84121, to act as transfer and registrar.

Debt Securities and Other Securities

There are no debt securities outstanding or other securities.

Rule 144 Share Restrictions 

Under Rule 144, an individual who is not an affiliate of our Company and has not been an affiliate at any time during the three months preceding a sale and has been the beneficial owner of our shares for at least six months would be entitled to sell them without restriction.   This is subject to the continued availability of current public information about us for the first year which can be eliminated after a one-year hold.

Whereas an individual who is deemed to be an affiliate and has beneficially owned shares in our Company for at least six months clan sell their shares in a given three month period as follows::

1.

One percent of the number of shares of our Company's common stock then outstanding, which the case of our current directors and officers, will equal approximately 50,000 shares as of the date of this Form 10-K; or

2.

The average weekly trading volume of our company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Under Rule 405 of the Securities Act, a reporting or non-reporting shell company cannot sell shares under Rule 144, unless the company: (i) has ceased to be a shell company; (ii) is subject to the Exchange Act reporting obligations; (iii) has filed all required Exchange Act reports during the preceding twelve months; (iv) and at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

ANTI-TAKEOVER PROVISION

In accordance with the laws of the State of Nevada and the Securities Regulation Act.

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.

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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

Neither Guilfred Casimiro nor Marc Mercado are not independent within the meaning of Section 5605 of NASDAQ.

Board Committees

The Audit Committee

We have an Audit Committee whose members consist of Guilfred Casimiro, our Chief Executive Officer, and Marc Mercado, our Chief Financial Officer neither of whom are independent.  Further, neither Guilfred Casimiro nor Marc Mercado 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:

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1.

Any of our directors or officers;

2.

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

3.

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;

4.

Any of our promoters; and

5.

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

On July 24, 2010, we issued 20,000,000 shares of common stock to our Chief Executive Officer, President and Director, Guilfred Casimiro officer, and 10,000,000 shares of common stock to our Chief Financial Officer, Chief Accounting Officer, Secretary Treasurer and Director, Marc Andrew Mercado, at a price of $0.001 per share.  The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.  

Under our effective registration statement the two directors were able to sell 25,000,000 common shares leaving them with a joint balance of 5,000,000 common shares.

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 Guilfred Casimiro and Marc Mercado are our executive officers and directors, we have determined that neither Guilfred Casimiro nor Marc Mercado are not an independent director as defined under NASDAQ Rule 4200(a)(15).

The Company does not have any promoters involved with it.

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:

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ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

(1)

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.

(*)

Filed herein

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FINANCIAL STATEMENTS SCHEDULES

44

To the Board of Directors and

Stockholders of Monarchy Resources, Inc.

(A Pre-Exploration Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Monarchy Resources, Inc. (A Pre-Exploration Stage Company) (the Company) as of October 31, 2011 and 2010, and the related statements of operations, stockholders’ (deficiency) equity, and cash flows for the year ended October 31, 2011, the period from June 16, 2010 (date of inception) to October 31, 2010, and the period from June 16, 2010 (date of inception) to October 31, 2011. The Company’s management is responsible for these financial statements. 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 the audit to obtain reasonable assurance about 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 audit 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 purposes 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 financial statements, 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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Monarchy Resources, Inc. (a Pre-Exploration Stage Company) as of October 31, 2011 and 2010, and the results of its operations and its cash flows for the period from June 16, 2010 (date of inception) to October 31, 2010, and the period from June 16, 2010 (date of inception) to October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s. Inc.

Murray, Utah

February 3, 2012

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CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Annual Report on Form 10-K of Monarchy Resources, Inc. for the year ended October 31, 2012, of our report dated February 3, 2012 relating to the financial statements for the years ended October 31, 2011 and 2010, and for the period from June 16, 2010 (date of inception) to October 31, 2011, listed in the accompanying index.

46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Monarchy Resources, Inc.

(A Pre-Exploration Stage Company)

We have audited the accompanying balance sheet of Monarchy Resources, Inc. (a Pre-Exploration Stage Company) (the Company) as of October 31, 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended October 31, 2012, and for the period June 16, 2010 (date of inception) to October 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company for the year ended October 31, 2011, and for the period June 16, 2010 (date of inception) to October 31, 2011 were audited by other auditors whose report, dated February 3, 2012, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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 audit 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 purposes 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Monarchy Resources, Inc. (a Pre-Exploration Stage Company) as of October 31, 2012, and the results of its operations and its cash flows for the year ended October 31, 2012, and for the period June 16, 2010 (date of inception) to October 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

February 13, 2013

47

MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

BALANCE SHEETS

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

48

MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

STATEMENT OF OPERATIONS

For the years ended October 31, 2012 and 2011 and for the period June 16, 2010 (date of inception) to October 31, 2012

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

49

MONARCHY RESOURCES, INC.

 (Pre-Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIT

Period June 16, 2010 (date of inception) to October 31, 2012

The accompanying notes are an integral part of these financial statements

50

MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the years ended October 31, 2012 and 2011 and for the period June 16, 2010 (date of inception) to October 31, 2012

The accompanying notes are an integral part of these financial statements

51

MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2012

1.

ORGANIZATION

The Company, Monarchy Resources, 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.  

The Company was organized for the purpose of acquiring and developing mineral properties.  At the report date mineral claims, with unknown reserves, had been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.  

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

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. As of October 31, 2012 and 2011, no such common equivalent shares were excluded from net income (loss) per share.

.

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.

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The total valuation allowance as of October 31, 2012 was $15,227, which increased by $4,832 for the year ended October 31, 2012.

As of October 31, 2012 and 2011, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended October 31, 2012, and 2011 and no interest or penalties have been accrued as of October 31, 2012 and 2011. As of October 30, 2012 and 2011, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2010 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

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, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Foreign Currency Translations

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

53

Revenue Recognition

Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer.

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.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

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.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Subsequent Events

We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.

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Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3.

AQUISITION OF MINERAL CLAIM

On June 21, 2010, the Company acquired the La Carlota Gold Claim located in the Republic of Philippines from Rodelio Mining Ltd., an unrelated company, for the consideration of $5,000.  The La Carlota Gold Claim is located 30 kilometres northwest of the city of La Carlota in the Philippines.  Under Philippine’s law, the claim remains in good standing as long as the Company has an interest in it.   There are no annual maintenance fees or minimum exploration work required on the Claim.

The acquisition costs have been impaired and expensed because there has been limited exploration activity and there has been no reserve established and we cannot currently project any future cash flows or salvage value.

4.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

During the years ended October 31, 2012 and 2011, one of the Directors made advances to the Company in the amount of $20,395 and $14,308, respectively.

The two Directors have acquired 17% of the common stock issued and have made advances to the Company of $34,703 as of October 31, 2012. The advances are non-interest bearing and payable on demand.

5.

CAPITAL STOCK

On July 24, 2010, Company completed a private placement consisting of 30,000,000 common shares at $0.001 per share sold to directors and officers for a total consideration of $30,000.  

6.

GOING CONCERN

The Company will need additional working capital to accomplish its intended purpose of exploring its mining claim, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through Director advances, additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

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ITEM 16.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MONARCHY RESOURCES, INC.

(Registrant)

By:   “GUILFRED C. CASIMIRO”

Guilfred C. Casimiro

Chief Executive Officer

President and Director

Date: February 13, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

By:   GUILFRED C. CASIMIRO

Guilfred C. Casimiro

Chief Executive Officer,

President and Director

Date: February 13, 2013

By:   “MARC A. MERCADO”

Marc A. Mercado

Chief Accounting Officer,

Chief Financial Officer and Director

Date: February 13, 2013

56

Exhibit 31.1   

The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))

I, Guilfred Colcol Casimiro, certify that:

1.

I have reviewed this Form 10-K of Monarchy Resources, Inc. (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal controls over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 13, 2013

GUILFRED C. CASIMIRO

Guilfred C. Casimiro

Chief Executive Officer, President and Director

57

Exhibit 31.2

The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))

I, Marc A. Mercado, certify that:

1.

I have reviewed this Form 10-K of Monarchy Resources, Inc. (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal controls over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2013

MARC A. MERCADO

Marc A. Mercado

Chief Financial Officer, Secretary and Director

58

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report (the “Report”) on the Form 10-K of Monarchy Resources, Inc. (the “Company”) for the year ended October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, I, Guilfred C. Casimiro, Chief Executive Officer, President and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

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

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

Date: February 13, 2013

          “GUILFRED C. CASIMIRO”

Guilfred C. Casimiro

          Chief Executive Officer,

            President and Director

59

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report (the “Report”) on the Form 10-K of Monarchy Resources, Inc. (the “Company”) for the year ended October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, I, Marc A. Mercado, Chief Accounting Officer, Chief Financial Officer and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

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

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

Date: February 13, 2013

         “MARC A. MERCADO”

  Marc A. Mercado

             Chief Accounting Officer,

     Chief Financial Officer and Director

60