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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - I-WELLNESS MARKETING GROUP INC.f10q073113_ex31z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATIONS - I-WELLNESS MARKETING GROUP INC.f10q073113_ex32z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - I-WELLNESS MARKETING GROUP INC.f10q073113_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATIONS - I-WELLNESS MARKETING GROUP INC.f10q073113_ex31z2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


  X .

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


 

For the quarter period ended July 31, 2013


      .

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


 

For the transition period form _____ to _____

 

 

 

Commission File number   333-172825


MONARCHY RESOURCES, INC.

 

(Exact name of registrant as specified in its charter)


Nevada

 

46-0525633

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


La Dirección es. Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880

Hidalgo del Parral, Chihuahua, Mexico

(Address of principal executive offices)


(408) 879-2669

(Registrant’s telephone number)


N/A

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


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.  Yes   X .   No       .


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


Large accelerated filer         .

Accelerated filer

        .


Non-accelerated filer           .   (Do not check if a small reporting company)

Small reporting company   X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes       .   No   X .  


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEEDING FIVE YEARS


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes No


APPLICABLE ONLY TO CORPORATE ISSUERS:


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


September 25, 2013: 45,000,000 common shares






 

 

Page

Number

PART 1.

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

Financial Statements (unaudited)

3

 

 

 

 

Condensed Balance Sheet as at July 31, 2013 and October 31, 2012

4

 

 

 

 

Condensed Statement of Operations

For the three and nine months ended July 31, 2013 and 2012 and for the period June 16, 2010 (Date of Inception) to July 31, 2013     



5

 

 

 

 

Condensed Statement of Cash Flows

For the nine months ended July 31, 2013 and 2012 and for the period June 16, 2010 (Date of  Inception) to July 31, 2013



6

 

 

 

 

Notes to the Condensed Financial Statements.

7

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

16

 

 

 

ITEM 4.

Controls and Procedures

16

 

 

 

PART 11.

OTHER INFORMATION

 

 

 

 

ITEM 1.

Legal Proceedings

17

 

 

 

ITEM 1A.

Risk Factors

17

 

 

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

20

 

 

 

ITEM 3.

Defaults Upon Senior Securities

20

 

 

 

ITEM 4.

Submission of Matters to a Vote of Security Holders

20

 

 

 

ITEM 5.

Other Information

20

 

 

 

ITEM 6.

Exhibits

21

 

 

 

 

SIGNATURES.

22

 

 

 









2





PART 1 – FINANCIAL INFORMATION

             


ITEM 1.   FINANCIAL STATEMENTS

             


The accompanying balance sheets of Monarchy Resources, Inc. (Pre-exploration stage company) at July 31, 2013 (with comparative figures as at October 31, 2012) and the statement of operations for the three and nine months ended July 31, 2013 and 2012 and for the period from June 16, 2010 (date of inception) to July 31, 2013 and the statement of cash flows for the  nine months ended July 31, 2013 and 2012 and for the period from June 16, 2010 (date of inception) to July 31, 2013 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.


Operating results for the nine months ended July 31, 2013 are not necessarily indicative of the results that can be expected for the year ending October 31, 2013.









3





MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)


CONDENSED BALANCE SHEETS


 

 

July 31,

2013

 

October 31,

2012

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash

$

-

$

21,083

Prepaid expense

 

2,500

 

4,750

 

 

 

 

 

Total Current Assets

 

2,500

 

25,833

 

 

 

 

 

LONG TERM INVESTMENTS

 

 

 

 


            Investment in New World Minerals (Note 4)

 


749,148

 


-

 

 

 

 

 

 

$

751,648

$

25,833

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

           Accounts payable

$

9,813

$

5,916

           Advances from related parties (Note 5)

 

39,890

 

34,703

           Promissory Note (Note 4)

 

750,000

 

-

 

 

 

 

 

                  Total current liabilities

 

799,703

 

40,619

 

 

 

 

 

STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

300,000,000 shares authorized, at $0.001 par value;

 

 

 

 

45,000,000 shares issued and outstanding as at July 31, 2013 (30,000,000 as at October 31, 2012) (Note 6)

 

45,000

 

30,000

            Additional paid in capital

 

15,000

 

-

Deficit accumulated during the pre-exploration stage

 

(108,055)

 

(44,786)

 

 

 

 

 

Total Stockholders’ Deficiency

 

(48,055)

 

(14,786)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

$

751,648

$

25,833






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



4




MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)



 

 

Three

months

ended

July 31, 2013

 

Three

months

ended

July 31, 2012

 

Nine

months

ended

July 31, 2013

 

Nine

months

ended

July 31, 2012

 

From June 16,

2010  (date of

inception) to  

July 31, 2013

 

 

 

 

 

 

 

 

 

 

 

EQUITY LOSS ON WORLD MINERALS

$

(30,852)

$

-

$

(30,852)

$

-

$

(30,852)

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

-

 

-

 

-

 

-

 

14,000

Impairment on mineral claim

   Acquisition

 

-

 

-

 

-

 

-

 

5,000

General and administrative

 

5,200

 

9,932

 

32,416

 

16,826

 

58,203

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(36,052)

$

(9,932)

$

(63,269)

$

(16,826)

$

(108,055)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON

SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

OUTSTANDING SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

36,250,000

 

30,000,000

 

31,822,989

 

30,000,000

 

 


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





5




MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 



Nine months

ended

July 31, 2013

 



Nine months

ended

July 31, 2012

 

From June 16, 2010

(date of inception) to

July 31, 2013

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(63,269)

$

(16,826)

$

(108,055)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used

     in operating activities:

 

 

 

 

 

 

Equity loss on World Minerals

 

30,852

 

-

 

30,852

Impairment loss on mineral claim

 

-

 

-

 

5,000

Purchase of property for shares

 

30,000

 

-

 

30,000

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expense

 

2,250

 

-

 

(2,500)

Changes in accounts payable

 

3,897

 

2,724

 

9,814

 

 

 

 

 

 

 

Net cash used in operating activities

 

3,730

 

(14,102)

 

(35,889)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in New World Metals

 

(780,000)

 

-

 

(780,000)

Acquisition of mineral claim

 

-

 

-

 

(5,000)

Net cash used in investing activities

 

(780,000)

 

-

 

(785,000)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances from related parties

 

5,187

 

20,279

 

39,889

Promissory Note

 

750,000

 

 

 

750,000

Proceeds from issuance of common stock

 

-

 

-

 

30,000

 

 

 

 

 

 

 

Net cash provided by financing activities

 

755,187

 

20,279

 

819,889

 

 

 

 

 

 

 

Net (decrease) increase in cash

 

(21,083)

 

6,177

 

-

 

 

 

 

 

 

 

Cash at beginning of period

 

21,083

 

16,086

 

-

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

$

22,263

$

-



The accompanying notes are an integral part of these unaudited condensed financial statements





6




MONARCHY RESOURCES, INC.

(Pre-Exploration Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS


July 31, 2013

(Unaudited)

1.

ORGANIZATION AND BASIS OF PRESENTATION


The Company, Monarchy Resources, Inc., was incorporated under the laws of the State of Nevada on June 16, 2010 with the 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.  


The interim financial statements for the nine months ended July 31, 2013 and 2012 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K, for the year ended October 31, 2012, as filed with the SEC.


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 Income (loss) Per Share


Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (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 antidilutive and then the basic and diluted per share amounts are the same. There were no dilutive common stock equivalents outstanding at July 31, 2013.


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.


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.



7





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:


(i)

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

(ii)

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

(iii)

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


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 generally 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.


Recent Accounting Pronouncements


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



8




3.

ACQUISITION 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.

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


On May 14, 2013, the Company entered into a Share Purchase Agreement (the “SPA”) with the owners of New World Metals S.A.P.I. de C.V. (“New World”) Under the terms of the SPA, the Company issued 10,000,000 shares of the Company at a deemed value of $.001 per share to the owners of New World in exchange for 28% of the issued and outstanding shares of New World. New World is a mining operator in the Chihuahua region of Mexico which owns three working mines; Morelos, La Luna, and Peneto.


On July 4, 2013, the Company entered into an agreement to increase its ownership in New World by 17% to 45% by issuing 5,000,000 shares and entering into a $750,000 Promissory Note with New World.


On September 9, 2013, the Company issued to the owners of New World 15,000,000 shares. The Company entered into a one year 3%, $750,000 Promissory Note on July 31, 2013. The equity loss incurred on the Company’s investment to July 31, 2013 was $30,852.


5.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


For the nine months ended July 31, 2013, the previous directors made advances of $5,186 to the Company, for operating expenses.


The two previous Directors have acquired 12.5% of the common stock issued and have made advances to the Company of $39,889, as of July 31, 2013. The advances are non-interest bearing, unsecured and payable on demand.


6.

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.  


Under an effective registration statement, the directors and officers sold 25,000,000 common shares to other investors in May 2012.


On June 19, 2013 the Company issued 10,000,000 shares and on July 4, 2013, the Company issued 5,000,000 shares to acquire 45% of the issued and outstanding shares of New World. These shares were valued at $0.002 per share.


7.

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.

  




9




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


The following discussion should be read in conjunction with the information contained in the financial statements of Monarchy Resources, Inc. (“Monarchy” or the “Company”) and the notes which form an integral part of the financial statements which are attached hereto.


The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.


Our Company was formed under the laws of the State of Nevada on June 16, 2010.


Our offices are located at La Dirección es. Calle urique número 5, Colonia Fuentes de Bellavista, c.p. 33880, Hidalgo del Parral, Chihuahua, Mexico and can be reached at (408) 879-2669.


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.

 

We are a start-up, pre-exploration mining company formed to explore mineral properties for gold.  We have purchased a 100% interest in an 8 unit claim block named La Carlota Gold Claim (“La Carlota”) containing 97.3 hectares that is recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.  The claim was staked by the Company and recorded with the Mineral Resource Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines and the Company incurred $5,000 to obtain title to La Carlota.   However, we do not currently have the necessary funds to undergo exploration of this property and will need to raise capital in order to do so.  If we cannot, we may have to go out of business. Our directors advanced $39,889 to undertake the first part of our exploration program and for general working capital purposes. The proposed two phase exploration plan will cost approximately $41,090.  As at July 31, 2013, we had $nil in cash, $2,500 in prepaid expense and current liabilities of $47,765 resulting in a negative working capital deficiency of $45,265.  To undertake Phase II of our exploration program we will require additional funds of $51,315 including general and administrative expenses.  There has been no production to date. There are no full-time employees and management is able to spend only a small amount of time with respect to these affairs. We have no other assets.



10




Near the end of June 2010, we hired a mining consultant, Angelo Ventura, to study and propose exploration plans for La Carlota. In undertaking Phase 1 of our exploration program we engaged the services of Jonathan Malig, Porfessional Geologist, whose finding are contained under the heading Properties, in our 10-K filed with the SEC on February 13, 2013.


There can be no assurance that a commercially viable mineral deposit, an ore reserve, exists on the La Carlota or can be shown to exist unless and until sufficient and appropriate exploration work is carried out and a comprehensive evaluation of such work concludes economic and legal feasibility.   Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not presently have and may never be able to raise.  To date, we have conducted exploration work on the La Carlota as more fully described under the heading Properties, in our 10-K filed with the SEC on February 13, 2013.  


From our inception June 16, 2010 through July 31, 2013, we raised $30,000 in capital in private placements by issuing 30,000,000 shares of common stock at the price of $0.001 per share to our two directors.  Subsequent to July 31, 2013, we have raised no further funds other than the advances from our directors mentioned above.


On May 14, 2013, the Company entered into a Share Purchase Agreement (the “SPA”) with the owners of New World Minerals S.A.P.I. de C.V. (“New World”) Under the terms of the SPA, On September 9, 2013, the Company issued 10,000,000 shares of the Company at a deemed value of $.002 per share to the owners of New World in exchange for 28% of the issued and outstanding shares of New World. New World is a mining operator in the Chihuahua region of Mexico which owns three working mines; Morelos, La Luna, and Peneto.


On July 4, 2013, the Company entered into an agreement to increase its ownership in New World by 17% to 45% by issuing 5,000,000 shares at $0.002 per share and investing $750,000 in New World. The 5,000,000 shares were issued on May 9, 2013. The $750,000 will be invested in New World over the next year.


We have no full-time employees other than our management who devote time to our operations.   For example, our President, Jose Perez spends approximately 35 hours each month.   As our Company develops, he will both devote more time to our operations.


While our officer and director is not director or officer of any other company involved in the mining industry there can be no assurance such involvement will not occur in the future.  Such involvement could create a conflict of interest.


Foreign Currency and Exchange Rates


Our mineral property is located in the Republic of Philippines.  The cost expressed in the geological report on La Carlota is expressed in the local currency, Philippine Pesos (“PHP”).  Our investment in New World Minerals S.A.P.I de C.V. is located in Mexico.


DESCRIPTION OF THE PROPERTY


La Carlota Mineral Claim


Our La Carlota mineral claim is a 97.3 hectare parcel located in the Republic of the Philippines.


La Carlota Gold Claim can be identified in the Philippines by the following information:


We are presently in the pre-exploration stage and there is no assurance that mineralized material with any commercial value exits on either of our properties.


We do not have any ore body and have not generated any revenues from our operations.  Our planned exploration work is exploratory in nature.  There can be no assurance that a commercially viable mineral deposit, an ore reserve, exists on the La Carlota or can be shown to exist unless and until sufficient and appropriate exploration work is carried out and a comprehensive evaluation of such work concludes economic and legal feasibility. Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not presently have and may never be able to raise.  To date, we have completed Phase I of our exploration program.  We presently do not have funds sufficient to complete Phase II of our two-phase exploration program recommended for our mineral claim.



11




Budget


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



Phase I  (Completed)

Philippine

Currency

 

United States

Currency

 

 

 

 

Geological mapping including air photo

315,268

$

$  7,198

Geophysical surveying

291,500

 

 6,655

 

 

 

 

Total Phase I

606,768

 

13,853


Phase II

 

 

 

 

 

 

 

Geochemical surveying with surface mapping including grab and soil samples

1,192,961

 

27,237

 

 

 

 

Total Phases I and II

1,799,729

$

$ 41,090


The above conversion rate has been done at PHP 43.8 to US $1.00.


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


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.  


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


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.




12




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.   


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 I 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.


Investment in New World Minerals S.A. P.I de C.V.


New World owns three working mines; Morelos, La Luna, and Peneto located in Chihuahua, Mexico. The Company is a 45% shareholder in New World.


New World has informed the Company that the La Luna Mine has been pumped free of water to the lower levels, and the shaft has been lowered an additional 7 meters. Most recent assays at these levels show 1.5 grams of Gold and 600 grams of Silver. The La Luna mine is 30 hectares and has gold and silver as its main minerals with assays averaging 2.5 grams of gold and 600 grams of silver per ton. Currently there is a stockpile of 3000 tons of ore ready to process. Production is currently 25 tons per day. The La Luna mine has just over 300,000 tons of indicated resources and an additional 413,480 tons of inferred resources.


Major repairs and upgrades have been carried out to the mining structure at the Morelos Mine. Current assays at this new level show 1 gram of Gold and 200 grams of Silver per ton. The Morelos mine is 21 hectares and has gold and silver as its main minerals with assays averaging 2 grams of gold and 600 grams of silver per ton. Currently there is a stockpile of 4,500 tons of ore ready to process. Production is currently 30 tons per day. The Morelos mine has over 1,000,000 tons of proven and probable resources and an additional 550,000 tons of inferred resources.


At the Peneto Mine, the shaft was deepened an additional 8 meters, and assays have been ordered on these recent samples. The Peneto mine has gold and silver as its main minerals with assays averaging 11 grams of gold and 170 grams of silver per ton. Currently there is a stockpile of 500 tons of ore ready to process. Production will start at 15 to 20 tons a day. The Peneto mine has 160,000 tons of indicated resources and an additional 138,000 tons of inferred resources.


During the 3 months ended July 31, 2013, New World has spent $88,003 on exploration activities. Our share of this loss was $30,852 which has been recorded in the records as an equity loss in the investment in New World.


Balance Sheet as of July 31, 2013


Total cash as of July 31, 2013 was $Nil.


Our working capital was derived solely from capital stock purchased by our previous 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.  In addition, these previous directors have made advances to the Company of $39,889.  No revenue was generated during these periods.


Total stockholders’ equity as of July 31, 2013 was $14,954,298.   Our issued and outstanding shares as of July 31, 2013 were 30,000,000 common shares, and common stock payable of 15,000,000 common shares.



13




The Three Ended July 31, 2013 compared to July 31, 2012.


An analysis of the changes in expenses for the nine months ended July 31, 2013 compared to July 31, 2012 is as follows:


 

Three months

Ended

July 31,

2013

Three months

Ended

July 31,

2013



Comment

Equity Loss on New World

$ 30,852

$          -

Company’s share of loss in New World recorded as Equity Accounting

Accounting and auditing

2,600

  1,915

 

Edgar fees

750

-

Amortization of prepaid fees

Filing fees

1,850

6,425

DTC application fee in 2012

Office

-

48

 

Transfer agent fees

         -

   1,544

Share issues in 2012

 

 

 

 

Total Expenses

$  36,052

$  9,932

 


The Three and Nine months Ended July 31, 2013 compared to July 31, 2012.


We incurred accumulated net losses since inception of $108,055.  An analysis of the changes in expenses for the three and nine months ended July 31, 2013 compared to July 31, 2012 is as follows:


 

Nine

Months

 ended

July 31,

2013

Nine

 months

ended

July 31,

2012



Comment

Equity Loss on New World

$ 30,852

$          -

Company’s share of loss in New World recorded as Equity Accounting

Accounting and auditing

  9,660

    8,220

 

Edgar fees

2,250

-

Amortization of prepaid fees

Filing fees

20,320

6,425

DTC application fee

Office

      186

483

 

Transfer agent fees

       -

1,698

Setting up transfer agent

 

 

 

 

Total Expenses

$ 32,416

$  16,826

 


REQUIREMENTS FOR CASH OVER THE NEXT TWELVE MONTHS


As of July 31, 2013, we had cash of $nil, prepaid expense of $2,500, accounts payable of $7,876, and advances from related parties of $39,889.  Management has estimated that the need for funds over the next twelve months is as follows:



Expense


Ref.

 

Estimated

Amount

Accounting and audit

(i)

$

17,000

Edgarizing and XBRL filings

(ii)

 

5,600

Exploration costs – La Carlota Gold Claim

(iii)

 

27,237

Development costs – New World Metasl

(iv)

 

750,000

Filing fees – Nevada; Sec of State

 

 

475

Office and general expenses

(v)

 

1,000

Transfer agent fees

(vi)

 

1,000

Estimated expenses

 

 

45,952

Accounts payable – unrelated parties at July 31, 2013

(vii)

 

9,376

 

 

 

857,640

Less: cash on hand as at July 31, 2013

 

 

-

Estimate of additional cash requirements over the next twelve months

 

$

857,640




14




(i)

Accounting and audit


Relates to fees in connection with the preparation of quarterly and annual financial statements and filings on Forms 10-K and 10-Q as follows:


Period

Form

 

Accountant

 

Auditor

 

Amount

 

 

 

 

 

 

 

 

July 31, 2013

10-Q

$

1,500

$

1,500

$

3,000

October 31, 2013  

10-K

 

3,000

 

5,000

 

8,000

January 31, 2014

10-Q

 

1,500

 

1,500

 

3,000

July 31, 2014

10-Q

 

1,500

 

1,500

 

3,000

Estimated total

 

$

7,500

$

9,500

$

17,000


(ii)

Edgarizing


With the requirement to do an XBRL filing both annually and quarterly the edgarizing cost are projected to increase over previous years.


(iii)

Exploration costs


The projection of cash required over the next twelve months has assumed that Phase II will be completed at an estimated cost of $27,237.  Exploration should commence in the fall of 2013.


(iv)

Development Costs - Mexico


To complete the acquisition of the 17% shares in New World Metals, we must invest $750,000 into the project over the next twelve months.


(v)

Office and general


We have estimated a cost of approximately $1,000 for photocopying, printing, fax and delivery.


(v)

Transfer agent


The annual fee from Action Stock Transfer Inc. to act as transfer agent for us is $1,000


(vi)

Accounts payable – unrelated parties


The amount outstanding as at July 31, 2013 was $7,876 which was due to the bookkeeper who prepared the working papers for either the examination or review by the independent public accountants and for photocopying services.


Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations. As of the date of this Form 10-Q, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt, equity financings or advances from our officers and directors. These sources of financing may not be available or may not be available on reasonable terms.


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 24.



15




Critical Accounting Policies and Estimates


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


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


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


Estimates and Assumptions


Management uses estimates and assumptions in preparing financial statements in accordance with generally 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 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not Applicable.


ITEM 4.

CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of July 31, 2013 (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.



16




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 Principal Executive Officer and Principal 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, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2013 fairly present our financial condition, results of operations and cash flows in all material respects


Changes in Internal Controls


There were no changes in our internal control over financial reporting during the quarter ended July 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


There are no legal proceedings to which Monarchy is a party or to which the La Carlota Claim or New World Metals S.A.P.I. de C.V. is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.


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-Q .


Risks Associated with our Company and our Industry


We are governed by only one person, Jose Perez, which may lead to faulty corporate governance.


We have one director and one executive officer 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 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 meaning they are unable to work full time for our Company.  This might eventually led to business failure.  Our President spends approximately 35 hours a month on the affairs of the Company. As our Company commences further exploration programs management will have to spend more time on the affairs of the Company.  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 are involved with.


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.



17




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 accumulated losses of $77,202. 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.


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 and Mexico 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 and Mexico. 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 Mexican currency and the U.S. Dollar may also adversely affect our successful operations.



18




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. 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.


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 jewellery 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), $1,754 (2012), $1,450 (2013) London PM Fix Price for instance. This volatility may favour 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.  


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.



19




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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


There has been no change in our securities since the fiscal year ended October 31, 2012 except that on September 9, 2013, we issued 15,000,000 to acquire 45% of New World Metals S.A.P.I de C.V.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4.

 MINE SAFETY DISCLOSURE


Not Applicable


ITEM 5.

OTHER INFORMATION


Not Applicable



20




ITEM 6.

EXHIBITS


(a)  (3)   Exhibits


The following exhibits are included as part of this report by reference:


3

Corporate Charter (incorporated by reference from Monarchy’s Registration Statement on Form S-1 filed on March 15, 2011 Registration No. 333-172825)

 

 

3(i)

Articles of Incorporation (incorporated by reference from Monarchy’s Registration Statement on Form S-1 filed on March 15, 2011, Registration No.333-172825)

 

 

3(ii)

By-laws (incorporated by reference from Monarchy’s Registration Statement on Form S-1 filed on March 15, 2011, Registration No. 333-172825)

 

 

10.1

Transfer Agent and Registrar Agreement (incorporated by reference from Monarchy’s Registration Statement on Form S-1 filed on March 15, 2011 Registration No. 333-172825)

 

 

10.2

Share Exchange Agreement dated May 14, 2013 (incorporated by reference to the Form 8 filed on May 14, 2013.

 

 

10.3

Share Exchange Agreement dated July 9, 2013 (incorporated by reference to the Form 8 filed on July 9, 2013)

 

 

31.1

Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 

 

31.2

 Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 

 

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 

 

32.2

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (*)

 

 

101.INS

XBRL Instant Document (*)

 

 

101 SCH

XBRL Taxonomy Extension Schema Document (*)

 

 

101 CAL

 XBRL Taxonomy Extension Calculation Linkbase Document (*)

 

 

101 LAB

XBRL Taxonomy Extension Labels Linkbase Document (*)

 

 

101 PRE

XBRL Taxonomy Extension Presentation Linkbase Document (*)

 

 

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document (*)


(*) Filed herewith




21





SIGNATURES



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


 

MONARCHY RESOURCES, INC.

 

     (Registrant)

 

 

 

 

 

 

Date:  September 25, 2013

/s/ “Jose Perez”

 

JOSE PEREZ

Chief Executive Officer, President and Director

 

 

 

 












22