MAHI Monarch Services Inc (CE)

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

FORM 8-K

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

Date of Report (Date of earliest event reported): September 12, 2008

 Maryland 000-08512 52-1073628
 -------- --------- ----------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The Company is filing this Current Report on 8-K to update the public of the registrant's plans for the near future.

In 2005, Monarch Services, Inc. (the "Company") began experiencing declining sales, dwindling cash reserves and increasing expenses, all at an escalating rate. The Board of Directors determined that the Company should close and sell its restaurant operations and adjoining properties and sell its magazine publishing business. However, due to the slowing economy, the declining real estate market and delays inherent in dealing with local government, completing these sales has taken a great deal of time and involved a great deal of expense.

On June 27, 2006, the Company closed its restaurant business, Peerce's Plantation, a 350 seat fine dining restaurant, catering facility and bar with liquor license permitting off premise sales, because the restaurant incurred losses in each quarter since its opening and had never been profitable.

On August 18, 2006, the Company, through it's wholly owned subsidiary, TNK, Inc., formerly known as Girls Life, Inc. ("TNK"), sold the assets used in connection with the business of publishing, promoting and distributing Girls' Life magazine (the "Magazine") to Girls' Life Acquisition Corp. ("GLAC"), a corporation owned by Karen Bokram, an employee of the Magazine who was the Magazine's editor since its inception. The purchase price for the assets was $900,000, which was paid in the form of a promissory note (the "Note"), plus the assumption of certain liabilities. The outstanding balance on the Note is $600,000, plus $58,000 in interest. On October 18, 2007, the Note became due and payable. As of September 12, 2008, TNK has not received any payments owed by GLAC under the Note. Ms. Bokram and the Company have been in discussions, and she has advised the Company that she is continuing to work toward refinancing GLAC. TNK is considering the best course of action, balancing enforcing its rights under the Note , including a possible sale of the Note, versus a payment arrangement in the event GLAC obtains additional equity or debt financing, or a joint arrangement with GLAC's senior lender.

The Company has had no business operations since the sale of the Magazine in 2006. After several years of searching for a buyer in a declining real estate market, on February 14, 2008, the Company finally was able to sell 100% of the Company's membership interest in (i) Peerce's Plantation GL, LLC, and (ii) Peerce's Plantation Liquor License, LLC (the "Membership Interests"). Peerce's Plantation GL, LLC owned the parcel of land on which Peerce's Plantation restaurant formerly operated its business, and Peerce's Plantation Liquor License, LLC owned the liquor license used in connection with the restaurant business. The gross sales price for the Membership Interests was $1,600,000. Net of closing costs, the Company received $1,522,789 in cash from the sale of the membership interests.

The Company's remaining asset is the land and home properties adjoining the Peerce's Plantation property. The Company has been in negotiations with potential buyers for over two years in an effort to sell these properties. Currently, the most likely buyer is ordering third appraisals on the properties. The Company is hopeful that the sale of these properties could be completed before the end of the calendar year, however, the Company cannot offer any guarantees as to when the sale will occur, if at all, and any sale is still subject to entering into an acceptable sales agreement.

The Company plans to distribute all proceeds from the sales of the Company's assets, less expenses, to its shareholders.

The Company also is not current in its filings with the Securities and Exchange Commission. The Company has not filed an Annual Report on Form 10-KSB for any year subsequent to the year ending April 30, 2006, nor quarterly reports on Form 10-QSB for any period subsequent to the quarter ending January 31, 2007. The Company became delinquent in its filings with the SEC primarily because of the lack of the financial resources to pay past due audit invoices to the Company's independent registered public accounting firm, which was prohibited under ethics rules from performing subsequent audits until all unpaid invoices were paid. Following the sale of Peerce's Plantation, the Company paid all of its outstanding invoices to the accounting firm. The Company has estimated that to bring its delinquent filings current may cost the Company approximately $250,000 in accounting, legal and other fees. Because the Company plans to liquidate the Company's assets, the Company does not believe it is in the best interests of its shareholders to bring its filings current.

The following unaudited consolidated financial statements sets forth the Company's Statement of Financial Condition as of April 30, 2008 and the Statement of Operations for the fiscal years ending April 30, 2008 and 2007, respectively.

ASSETS

CURRENT ASSETS

 Cash and cash equivalents $ 698
 Other prepaid expenses 33
 Note receivable from GLAC - net of
 allowance for doubtful account
 of $600,000 0
 Assets held for sale 941
 -------
 TOTAL CURRENT ASSETS 1,672
 -------
PROPERTY AND EQUIPMENT
 Machinery, equipment, furniture and
 fixtures 48
 Leasehold improvements 324
 -------
 372
 Less accumulated depreciation (335)
 -------
 TOTAL PROPERTY AND EQUIPMENT - NET 37
 -------
 TOTAL ASSETS $ 1,709
 =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable $ 11
 Accrued expenses 25
 ------
 TOTAL CURRENT LIABILITIES 36

STOCKHOLDERS' EQUITY
 Common Stock-par value $.001 per share:
 Authorized - 10,000,000 shares;
 shares outstanding 1,619,620 2
 Capital surplus 3,781
 Retained deficit (2,110)
 ------
 TOTAL STOCKHOLDERS' EQUITY 1,673
 ------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,709
 ======

Years Ended April 30, 2008 2007
-----------------------------------------------------------------------
 (In thousands, except shares outstanding data)

Net Sales $ 0 $ 0

Cost of goods sold 0 0
 ----------------------
Gross profit from continuing
 operations 0 0
 ----------------------
Selling, general and administrative
 expenses 479 618
 ----------------------
Loss before other income and
 income taxes (479) (618)

Other income:
 Investment and interest income 42 35
 Other 13 0
 ----------------------
 55 35
Gain on disposal of assets from
 "Monarch Services, Inc." (net
 of income tax benefit of $0)
 for the year ended April 30,
 2008 and 2007, respectively 1 50
 ----------------------
 1 50
Loss from continuing operations
 before income tax benefit (423) (533)

Income tax expense 0 0
 ----------------------
Net loss from continuing operations (423) (533)

Discontinued Operations:
 Operating loss from Peerce's
 Plantation (net of income tax
 of $0 and $0) for the year
 ended April 30, 2008 and
 2007, respectively (61) (106)

 Operating loss from Girls' Life
 (net of income tax of $0 and $0)
 for the year ended April 30,
 2007 0 (89)

 Gain on sale of Girls' Life magazine
 (net of income tax expense of
 $140) for the year ended April
 30, 2007 0 2,346

 Gain on disposal of assets from
 Peerce's Plantation (net of
 income tax benefit of $0) for
 for the year ended April 30,
 2007 0 10

 Loss on sale of Peerce's Plantation
 (net of income tax benefit of
 $0) for the year ended April
 30, 2008 (534) 0

 Bad debt expenses recognized on write
 off of GLAC note receivable and
 accrued interest (658) 0

 -----------------------
(Loss) Gain from discontinued operations (1,253) 2,161

 -----------------------
Net loss $ (1,676) $ 1,628

Other comprehensive income
 net of tax 0 0
 -----------------------
Comprehensive (loss) Income $ (1,676) $ 1,628
 =======================
Net loss per common share -
 basic and diluted:

Loss from continuing operations
 per share $ (.26) $ (.33)

(loss) Gain from discontinued operations (.77) 1.34
 -----------------------
(Loss) Gain per common share -
 basic and diluted $ (1.03) $ 1.01
 -----------------------

Dividends per share $ .00 $ .00
 -----------------------
Weighted average number of shares
 outstanding - basic and diluted 1,619,620 1,619,620
 ------------------------

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 hereunto duly authorized.

MONARCH SERVICES, INC.

Date: September 12, 2008 by: /s/ Jackson Y. Dott
 -----------------------
 Jackson Y. Dott
 President and CEO

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