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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 - K (Mark One) [ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period year ended November 30, 2008 [ ] TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to
___________________ Commission file number: 000-51976 Monza Ventures Inc. ---------------------------------------------- (Exact name of small business issuer as specified in its
charter) N/A 1018 Huguang Rd., Chang Chung, China, 130012 ---------------------------------------------------------- (Address of principal executive office) 011-86-43185918321 ---------------------------------- (Issuer's telephone number) n/a (Former name, former address and former fiscal year, if
changed since last report) Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act: Yes o No x 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 o No x 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: Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. o Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act: Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes x No o The aggregate market value of Monza's Common Stock owned by non-affiliates
as of March 19, 2009 was $9,075,000. Number of shares of each class of Monza Ventures' capital stock outstanding
as of March 19, 2009: 10,500,000 shares of common stock 1 Monza Ventures Inc. FORM 10-K November 30, 2008 Annual Report on Form 10-K Table of Contents Part I Item 1.
Description of Business Item 1A.
Risk Factors Item 1B.
Unresolved Staff Comments Item 2.
Description of Property Item 3.
Legal Proceedings Item 4.
Submission of Matters to a vote of Security Holders Part II Item
5. Market for Registrant's Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6.
Selected Financial Data Item 7.
Management's Discussion and Analysis of Financial Condition and the Results of
Operations Item 7A.
Quantitative and Qualitative Disclosures About Market Risk Item 8.
Financial Statements and Supplementary Data Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure Item 9A.
Controls and Procedures Item 9B.
Other Information Part III Item
10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act Item 11.
Executive Compensation Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters Item
13. Exhibits and Financial Statements Schedules Item 14.
Principal Accountants Fees and Services Signatures 2 FORWARD LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR
THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS
INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS OF MONZA VENTURES INC., A NEVADA CORPORATION AND
OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS.
FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER
PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE
STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS,
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE
RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT
RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT," "ANTICIPATE,"
"INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR
EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS,
BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE
ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS. About Our Company Monza
Ventures Inc. was incorporated in the state of Nevada on September 6, 2005. We
intend to commence operations as an e-commerce retailer which will offer for
sale overstocked inventory items from factories in China over the internet. The
initial region we plan to market our website to is North America. We currently
have signed a contract with a Canadian business development firm to create and
develop our website. We expect that our website will reach the beta phase of
development by the end of July 2009. We currently have not advanced beyond the
business plan state from our inception until the date of this filing. In order
for us to begin commercialization of our product, we will need to raise
additional capital. We currently do not have a specific plan to raise these
funds. During September of 2005, we received initial funding through the sale of
common stock to investors. We do not intend to open any new stores; enter into
any type of new business; or, purchase equipment or other assets in the next
twelve month period following the date of this prospectus. From inception until
the date of this filing, we have had no material operating activities. Our
current cash balance is $339. We anticipate that our current cash balance will
not satisfy our cash needs for the following twelve-month period. We plan to commence operations as an e-commerce retailer that allows
customers to purchase overstocked inventory items from factories in China. The
initial region that we plan to market our website to is North America. Our
website will contain a wide variety of overstocked goods from Chinese factories.
Items that can be found on our website will vary depending on what items are
over produced by the Chinese factories. As of the date of this prospectus, we do
have any contracts, agreements, and understandings with any manufacturers in
China. We have currently signed a contract with a Canadian business development
firm to help us create and develop our website. We are planning to have our
website fully developed and running by the end of July 2009. This is
the initial stage of our business. From inception until the
date of this filing, we have had no material operating activities. Our current
cash balance is $339 as of November 30, 2008. We anticipate that our current cash
balance will not satisfy our cash needs for the following twelve-month period.
There can be no assurance that we will be successful in finding financing, or
even if financing is found, that we will be successful in achieving profitable
operations. Our principal executive
offices are located at 202 - 351 No. 13 Mai ZiDian Zao Ying Bei Li, Chaoyang
District, Beijing, 100024 and our telephone number is 011-86-43185918321. Our
fiscal year end is November 30th. Purchase of Significant Equipment We do not intend to purchase any significant equipment (excluding
restaurant development activities) over the twelve months ending November 30,
2009. Revenue As of the date of this filing, we have not generated any revenues,
as we have had no operational activities. Insurance Currently, we have no insurance coverage Employees Currently our only employees are our directors and officers. We do
not expect any material changes in the number of employees over the next 12
month period. We do and will continue to outsource contract employment as
needed. However, with project advancement and if we are successful in our
initial and any subsequent operations, we may retain additional employees. Item 1A: Risk Factors In addition to the other information in this report and our other filings
with the SEC, you should carefully consider the risks described below. These
risks are not the only ones facing us. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also
impair our business operations. If any of the following risks occur, our
business, financial condition or operating results could be materially and
adversely affected. Risks associated with Monza Ventures Inc.: Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue activities in which case you
could lose your investment. Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. As such we may have to cease activities and you could
lose your investment. Because we have not yet commenced operations we face a
high risk of business failure. We were incorporated on September 6, 2005 and to date have been
involved primarily in organizational activities. As of the date of this filing,
we have not earned any revenues. Accordingly, you can evaluate our business, and
therefore our future prospects, based only on a limited operating history.
Potential investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure for such enterprises. If we are not able to effectively respond to competition,
our business may fail. There will be many companies in the restaurant industry that
will compete with us. Most of these competitors have established businesses with
returning customers. We will attempt to compete against these groups by offering
a higher quality of products and services to our customers. However, we cannot
assure you that such a strategy will be successful, or that competitors will not
copy our business strategy. Our inability to achieve sales and revenues due to
competition will have an adverse effect on our business operations and financial
condition. Because all of our assets and our officers and directors
are located outside the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained against us
or any of our officers and directors. All of our assets are located outside of the United States
and we do not currently maintain a permanent place of business within the United
States. In addition, our directors and officers are nationals and/or residents
of countries other than the United States, and all or a substantial portion of
such persons' assets are located outside the United States. As a result, it may
be difficult for an investor to effect service of process or enforce within the
United States any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. In addition, there is
uncertainty as to whether the courts of China and other jurisdictions would
recognize or enforce judgments of United States courts obtained against us or
our director and officer predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions against us or our
director and officer predicated upon the securities laws of the United States or
any state thereof. Because our management only has limited technical
training or experience in starting, and operating a restaurant operation,
management's decisions and choices may not take into account standard restaurant
or managerial approaches hospitality companies commonly use. As a result, we may
have to suspend or cease activities which will result in the loss of your
investment. Our management has limited experience with exploring for,
starting, and operating a restaurant program. Further, our management has no
direct training or experience in these areas and as a result may not be fully
aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
restaurant or managerial approaches mineral exploration companies commonly use.
Consequently our activities, earnings and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.
As a result we may have to suspend or cease activities which will result in the
loss of your investment. Because we do not maintain any insurance, if a judgment
is rendered against us, we may have to cease operations. We do not maintain any insurance and do not intend to
maintain insurance in the future. Because we do not have any insurance, if we
are made a party to a lawsuit, we may not have sufficient funds to defend the
litigation. In the event that we do not defend the litigation or a judgment is
rendered against us, we may have to cease operations. Risks Associated with Our Common Stock Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments. Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance. In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of management's attention and resources. Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock. Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock. The Financial Industry Regulatory Authority, or FINRA,
has adopted sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares. Item 2: Description of Property Executive Offices Our principal offices are located at 1018
Huguang Rd., Chang Chung, China, 130012, , Beijing,
100024. Our telephone number at our principal office is 011-86-43185918321.
We believe that our office space and facilities are sufficient to meet our
present needs and do not anticipate any difficulty securing alternative or
additional space, as needed, on terms acceptable to us. Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings involving Monza
Ventures Inc., or against any of our officers or directors as a result of their
involvement with the Company.
Item 4: Submission of Matters to a Vote of
Security Holders There were no matters submitted to a vote of security holders during the
fiscal period ended November 30, 2008. PART II Item 5: Market for Common Equity, Related
Stockholder Matters and Small Business Issuer Purchases of Equity Securities The Company's Common stock is presently listed on the OTC
Bulletin Board under the symbol "MZAV". Our common stock has been listed on the OTC Bulletin
Board since May 2008. The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions. The high and low bid prices of our common stock for the
periods indicated below are as follows: National Association of Securities Dealers
As of November 30, 2008, there were approximately 29 stockholders of record of the Company's
Common Stock. As of such date, 10,500,000 common shares were issued and
outstanding. Our common shares are issued in registered form. Signature
Stock Transfer Inc.,
2220 Coit Rd, Ste 480, Plano TX, 75075-3762 is the registrar and
transfer agent for our common shares. The Company has not paid any cash dividends to date, and it has no intention
of paying any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of its Board
of Directors. The timing, amount and form of dividends, if any, will depend on,
among other things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of Directors. There are no outstanding options or warrants or convertible securities to
purchase our common equity. The Company has never issued securities under and does not have any equity
compensation plan. We did not purchase any of our shares of common stock or other securities
during our fiscal year ended November 30, 2008. Item 6: Selected Financial Data Item 7: Management's Discussion and Analysis or
Plan of Operation The following is a discussion
and analysis of our plan of operation for the next year ended November 30,
2009, and the factors that could affect our future financial condition and plan
of operation. This discussion and analysis
should be read in conjunction with our financial statements and the notes
thereto included elsewhere in this annual report. Our financial statements are
prepared in accordance with United States generally accepted accounting
principles. All references to dollar amounts in this section are in United
States dollars unless expressly stated otherwise. Please see our "Risk Factors"
for a list of our risk factors. Cash Requirements Monza
Ventures Inc. was incorporated in the state of Nevada on September 6, 2005. We
intend to commence operations as an e-commerce retailer which will offer for
sale overstocked inventory items from factories in China over the internet. The
initial region we plan to market our website to is North America. We currently
have signed a contract with a Canadian business development firm to create and
develop our website. We expect that our website will reach the beta phase of
development by the end of July 2009. We currently have not advanced beyond the
business plan state from our inception until the date of this filing. In order
for us to begin commercialization of our product, we will need to raise
additional capital. We currently have not advanced beyond the
business plan state from our inception until the date of this filing. From
inception until the date of this filing, we have had no material operating
activities. Our current cash balance is $339. We anticipate that our current cash
balance will not satisfy our cash needs for the following twelve-month period.
There can be no assurance that we will be successful in finding financing, or
even if financing is found, that we will be successful in proceeding with
profitable operations. Not accounting for our working capital deficit of $66,066, we
require additional funds of approximately $25,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any capital
investments. As we do not have the funds necessary to cover our projected
operating expenses for the next twelve month period, we will be required to
raise additional funds through the issuance of equity securities, through loans
or through debt financing. There can be no assurance that we will be successful
in raising the required capital or that actual cash requirements will not exceed
our estimates. Our auditors have issued a going concern opinion for the year
ended November 30, 2008. This means that 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 our bills. This is because we have not generated any
significant revenues and no significant revenues are anticipated until our
commercial operations begin. As we had cash in the amount of $339 and a working
capital deficit in the amount of $66,066 as of November 30, 2008, we do not
have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We will require additional funds to
implement our operations. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of our shares. We currently do not have any arrangements in
place for the completion of any debt financings or private placement financings
and there is no assurance that we will be successful in completing any debt
financing or private placement financing. Estimated Net Expenditures During the Next Twelve
Months Liquidity and Capital Resources As of the date of this annual report, we have not generated
any revenues from our business activities. As of November 30, 2008, our total assets were $339 and
our total liabilities were $71,405 and we had a working capital deficit of
$66,066. Our financial statements report a net loss of $30,127 for the year
ended November 30, 2008, and a net loss of $94,981 for the period from
September 6, 2005 (date of incorporation) to November 30, 2008. Our losses have increased
primarily as a result of professional fees and office facility costs incurred.
Our net loss from operations increased to $30,127 for the year ended November
30, 2008, as compared to $23,659 for the year ended
November 30, 2007. The continuation of our business is dependent upon obtaining
further financing, a successful implementation of our business plan, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments. There are no assurances that we will be able to obtain
further funds required for our continued operations. As noted herein, we are
pursuing various financing alternatives to meet our immediate and long-term
financial requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations. Purchase of Significant Equipment We do not intend to purchase any significant equipment over
the twelve months ending November 30, 2009. Employees Currently our only employees are our directors and officers.
We do not expect any material changes in the number of employees over the next
12 month period. We do and will continue to outsource contract employment as
needed. Going Concern We have suffered recurring losses from operations. The
continuation of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should our company discontinue operations. Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended November 30, 2008, our
independent auditors included an explanatory paragraph regarding the substantial
doubt about our ability to continue as a going concern. Our financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors. The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. Item 8: Financial Statements The financial statements required to be filed pursuant to this Item 8 begin
on page F-1 of this report. Item 9: Changes In Disagreements With Accountants on
Accounting and Financial Disclosure None Item 9A: Controls and Procedures Management's Report on Disclosure Controls and
Procedures
Our management has evaluated, under the
supervision and with the participation of our chief executive officer and chief
financial officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule 13a-15(b)
under the Securities Exchange Act of 1934 ("the Exchange Act"). Based on that
evaluation, our chief executive officer and chief financial officer have
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures are not effective in ensuring that
information required to be disclosed in our Exchange Act reports is (1)
recorded, processed, and summarized and reported with the time periods specified
in the Securities and Exchange Commission's rules and forms and (2) accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure. Management's Report on Internal Control over
Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling
this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of control procedures. The
objectives of internal control include providing management with reasonable, but
not absolute, assurance that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are executed in
accordance with management's authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of November 30, 2008. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
in Internal Control-Integrated Framework. Our management has concluded that, as
of November 30, 2008, our internal control over financial reporting is
effective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with US generally accepted accounting principles.
This annual report does not include an
attestation report of our company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by our company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit our
company to provide only management's report in this annual report. Changes in Internal Control over Financial
Reporting There have been no significant changes in our internal
controls over financial reporting that occurred during the year ended November
30, 2008 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting. Inherent limitations on effectiveness of controls
Internal control over financial reporting has
inherent limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. 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. PART III Item 10: Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act Officers and Directors Each of our directors serves until his or her 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 or her successor is duly elected and
qualified, or until he or she is removed from office. The board of directors has
no nominating, auditing or compensation committees. The name, age, and position of our present officers and
directors are set forth below: Each director serves until our next annual meeting of the stockholders or
unless they resign earlier. The Board of Directors elects officers and their
terms of office are at the discretion of the Board of Directors. Background of officers and directors In 2006, Mr.Chen Wang has over 20 years of experience as a
management consultant, specializing in the field of manufacturing. For the last
five years, Mr. Wang has been self employed as a consultant to domestic PRC
manufacturers. Mr. Peng Jian Zhi has over 15 years of
experience as an importer/exporter of retail goods in Asia. For the last five
years, Mr. Zhi has been self employed and serves as a consultant to domestic PRC
firms seeking advice on sourcing and procurement of goods. Mr. Yuan Wei has over 7 years of
experience with Internet start up companies in various capacities, from computer
programmer to an executive management role. For the last five years, Mr. Wei has
been a sole proprietor of an E-Commerce consulting company operated under his
own name in China. Other Committees of the Board Compensation Committee We do not have a compensation committee. Nominating Committee We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors. The current size of our board of directors does not
facilitate the establishment of a separate committee. We hope to establish a
separate Nominating Committee consisting of independent directors, if the number
of our directors is expanded. Family Relationships There are no family relationships between any director or
executive officer. Involvement in Certain Legal Proceedings Our directors, executive officers and control persons have
not been involved in any of the following events during the past five years: any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that
time; any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business,
securities or banking activities; or being found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended November 30, 2008, all filing
requirements applicable to its officers, directors and greater than 10% percent
beneficial owners were complied with, with the exception of the following: Nomination Process As of March 17, 2009, we did not effect any material
changes to the procedures by which our shareholders may recommend nominees to
our board of directors. Our board of directors does not have a policy with
regards to the consideration of any director candidates recommended by our
shareholders. Our board of directors has determined that it is in the best
position to evaluate our company's requirements as well as the qualifications of
each candidate when the board considers a nominee for a position on our board of
directors. If shareholders wish to recommend candidates directly to our board,
they may do so by sending communications to the President of our company at the
address on the cover of this annual report. Audit Committee and Audit Committee Financial Expert We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined in Item
401(e) of Regulation S-B, nor do we have a board member that qualifies as
"independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under
the Securities Exchange Act of 1934, as amended. We believe that the members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, consisting of Michael Hill and Oscar
Fernandez. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the early stages
of our development and the fact that we have not generated any revenues from
operations to date. Code of Ethics The Company has adopted code of ethics for all of the
employees, directors and officers which is attached to this Annual Report as
Exhibit 14.1. Item 11: Executive Compensation Executive Compensation The particulars of compensation paid to the following
persons: our principal executive officer; each of our two most highly compensated executive
officers who were serving as executive officers at the end of the year
ended November 30, 2008; and up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the year ended
November 30, 2008, who we will collectively refer to as our named executive
officers, of our company for the years ended November 30, 2008 and November 30, 2007, are set out in the following summary compensation table, except that
no disclosure is provided for any named executive officer, other than our
principal executive officer, whose total compensation does not exceed $100,000
for the respective fiscal year: 2007 $Nil $Nil $Nil $Nil $Nil $Nil $Nil $Nil There are no compensatory plans or arrangements with respect
to our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control. Outstanding Equity Awards at Fiscal Year-End As at November 30, 2008, there were no unexercised options
or stock that had not vested in regards to our executive officers, and there
were no equity incentive plan awards for our executive officers during the year
ended November 30, 2008. Options Grants in the Year Ended November
30, 3008 During the year ended November 30, 2008, no stock options
were granted to our executive officers. Aggregated Options Exercised in the Year Ended
November 30, 2008 and Year End Option Values There were no stock options exercised during the year ended
November 30, 2008 and no stock options held by our executive officers at the
end of the year ended November 30, 2008. Repricing of Options/SARS We did not reprice any options previously granted to our
executive officers during the year ended November 30, 2008 Director Compensation Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended November 30, 2008, we did not pay any compensation or grant any stock
options to our directors. Indemnification Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable. Item 12: Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters The following table sets forth, as of March 17, 2009, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated. The address for each person is our address
at 1018 Huguang Rd., Chang Chung, China, 130012, , Beijing, 100024. Change in Control We are not aware of any arrangement that might result in a
change in control of our company in the future. Equity Plan Compensation Information Our company does not currently have a stock option plan or
other form of equity plan. Certain Relationships and Related Transactions No director, executive officer, principal shareholder holding at least 5% of
our common shares, or any family member thereof, had any material interest,
direct or indirect, in any transaction, or proposed transaction, during the year
ended November 30, 2008, in which the amount involved in the transaction exceeded
or exceeds the lesser of $120,000 or one percent of the average of our total
assets at the year end for the last three completed fiscal years. Corporate Governance We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined in Item
407(d) (5) (ii) of Regulation S-B. We have determined, however, that Chen Wang,
Peng Jian Zhi, and Yuan Wei are an independent directors as defined in section 803 of the Amex Company
Guide. We believe that our members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors. In addition, we believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any revenues from operations to date. Transactions with Independent Directors There were no transactions with any independent directors. Item 13: Exhibits Exhibit No.
Description 3.1*
Articles of Incorporation of the Company (incorporated by reference to the Form
SB-2 filed with the Securities and Exchange Commission on January 4, 2006) 3.2*
Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the
Securities and Exchange Commission on January 4, 2006) 10.1*
Asset Purchase Agreement (incorporated by reference to the Form SB-2 filed with
the Securities and Exchange Commission on January 4, 2006) 14
Code of Ethics 31
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 Item 14: Principal Accountant Fees and Services 1) Audit Fees The aggregate fees billed for the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory engagements for those fiscal years was: 2008 - $4,700 M&K CPAS,
PLLC 2007 - $3,300 M&K CPAS,
PLLC 2) Audit - Related Fees The aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported in the preceding paragraph: 2008 - $0 M&K CPAS, PLLC 2007 - $0 M&K CPAS, PLLC 3) Tax Fees The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was: 2008 - $0 M&K CPAS, PLLC 2007 - $0 M&K CPAS, PLLC 4) All Other Fees The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraphs (1), (2), and (3) was: 2008 - $0
M&K CPAS, PLLC 2007 - $0
M&K CPAS, PLLC
12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on this 19th day of
March, 2009 Monza Ventures Inc. (Registrant) By: /s/ _Chen Wang Chen Wang President and Chief Executive
Officer 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 dates indicated: March 19, 2009 Monza Ventures Inc. (A Development Stage Company) INDEX TO FINANCIAL STATEMENTS F-1 Monza Ventures Inc. (A Development Stage Company) Balance Sheets ASSETS LIABILITIES AND STOCKHOLDERS' DEFICIT See Accompanying Summary of Accounting
Policies and Notes to Financial Statements F-2 Monza Ventures Inc. (A Development Stage Company) Statements of Operations See Accompanying Summary of Accounting
Policies and Notes to Financial Statements F-3 Monza Ventures Inc. (A Development Stage Company) Statements of Cash Flows See Accompanying Summary of Accounting
Policies and Notes to Financial Statements F-4 Monza Ventures Inc. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) From September 6, 2005 (Inception) to
November 30, 2008 See Accompanying Summary of Accounting
Policies and Notes to Financial Statements F-6 Monza Ventures Inc. (A Development Stage Company) Notes to the Financial Statements NOTE 1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES The Company is a development stage company which was incorporated in the
State of Nevada on September 6, 2005. The Company intends to commence operations
as an e commerce retailer of overstock items through a website on the internet. Basis of Presentation The Company follows accounting principles generally accepted in the United
States of America. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein. Use of Estimates The preparation of financial statements in conformity with generally accepted
accounting principle requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents. As of November 30, 2008 and 2007, there were no cash
equivalents. Development Stage Company The Company complies with Statement of Financial Accounting Standard ("SFAS")
No. 7 and the Securities and Exchange Commission Exchange Act 7 for its
characterization of the Company as development stage. Impairment of Long Lived Assets Long-lived assets are reviewed for impairment in accordance with SFAS No.
144, "Accounting for the Impairment or Disposal of Long- lived Assets". Under
SFAS No. 144, long-lived assets are tested for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount, if any, which the
carrying value of the asset exceeds the fair value. Income Taxes Monza uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax consequences in future years of
temporary differences between the tax basis of the assets and liabilities and
their financial amounts at year end. Basic and Diluted Net Loss Per Share Basic earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are excluded as the
effect would be anti-dilutive. At November 30, 2008, no equivalents existed
because the effect would be anti-dilutive. Website Development Cost The Company adopted EITF 00-2, "Accounting for Website Development Costs,"
which specifies the appropriate accounting for costs incurred in connection with
the development and maintenance of websites. Under the EITF 00-2, website
development costs are capitalized when acquired and installed, and are being
amortized over its estimated useful life. On November 15, 2005, the Company
entered into a web design contract. The company accrued and paid $5,000 website
development cost and has not recorded an amortization of the website development
costs as the initial installation of the website has not yet completed as of
November 30, 2008. Stock Based Compensation The Company accounts for stock-based employee compensation arrangements using
the fair value method in accordance with the provisions of Statement of
Financial Accounting Standards No.123(R) or SFAS No. 123(R), Share-Based
Payments, and Staff Accounting Bulletin No. 107, or SAB 107, Share-Based
Payments. The company accounts for the stock options issued to
non-employees in accordance with the provisions of Statement of Financial
Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based
Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity
Instruments with Variable Terms That Are Issued for Consideration other Than
Employee Services under FASB Statement No. 123. The Company did not grant any stock options or warrants during the period
from inception to November 30, 2008. Revenue Recognition Revenue is recognized when it is realized or realizable and earned. Monza
considers revenue realized or realizable and earned when pervasive evidence of
an arrangement exists, services have been provided, and collectability is
reasonably assured. Revenue that is billed in advance such as recurring weekly
or monthly services are initially deferred and recognized as revenue over the
periods the services are provided. Advertising Expenses The company expenses advertising costs as incurred. There was no advertising
expense incurred by the company during the period ended November 30, 2008 and
2007. New Accounting Standards Monza does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow. NOTE 2 GOING CONCERN Monza's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business for the foreseeable future. Since
inception, the Company has accumulated losses aggregating to $94,981 and has
insufficient working capital to meet operating needs for the next twelve months
as of November 30, 2008, all of which raise substantial doubt about Monza's
ability to continue as a going concern. NOTE 3 CAPITAL STOCK On September 9, 2005, the Company issued 5,000,000 common shares at $0.001
per share to the sole director of the Company for total proceeds of $5,000. On September 12, 2005, the Company issued 4,000,000 common shares at $0.001
per share for total proceeds of $4,000. On September 13, 2005, the Company issued 1,500,000 common shares at $0.01
per share for total proceeds of $15,000. NOTE 4 INCOME TAXES As of November 30, 2008 and 2007, the Company has an estimated net operating
loss carryforward for tax purpose of $99,981 and $69,584, respectively. This
amount may be applied against future federal taxable income and expires in 2028. As management of the Company cannot determine that it is more likely than not
that the Company will realize the benefit of the deferred tax asset, a valuation
allowance equal to the deferred tax asset has been established as at November
30, 2008 and 2007. The significant components of the deferred tax asset as at
November 30, 2008 and 2007 are as follows: 2008 2007 $ 33,243 $ 24,354 (33,243) (24,354) $ - $ -
- -----------------
OTC Bulletin Board
Quarter End
High
Low
May 31, 2008
$1.95
$1.85
August 31st, 2008
$1.85
$10.25
November 30, 2008
$10.25
$10.25
As of
As of
As of
As of
November 30, 2008
November 30, 2007
November 30, 2006
November 30, 2005
Balance Sheet
Total Assets
$339
$7,976
$5,490
$1,873
Total Liabilities
$71,405
$51,596
$27,685
$1,000
Stockholders Equity (Deficit)
($71,066)
($43,620)
$(22,195)
$873
For the
For the
For the
From Inception
Year ended
Year Ended
Year Ended
to
November 30, 2008
November 30, 2007
November 30, 2006
November 30, 2005
Income Statement
Revenues
$ -
$ -
$ -
$ -
Total Expenses
$30,127
$23,659
$23,068
$23,127
Net Loss
($30,127)
($23,659)
($23,068)
($23,127)
General and administrative
$
8,000
Rent
$
12,000
Professional fees
$
5,000
Total
$
25,000
Name
Age
Position Held
Chen Wang
46
President, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, Treasurer, Secretary, and
Director
Peng Jian Zhi
38
Director
Yuan Wei
24
Director
1.
2.
3.
4.
Name Number of Late
Reports Number of Transactions Not
Reported on a Timely Basis Failure to File
Requested Forms
Chen Wang
Nil
Nil
Nil
Peng Jian Zhi
Nil
Nil
Nil
Yuan Wei
Nil
Nil
Nil
Andrew Wong
Nil
Nil
Nil
(a)
(b)
(c)
SUMMARY COMPENSATION TABLE
Name
and Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensa-
tion
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensa-
tion
($)
Total
($)
Chen Wang (1)
President, Chief Executive Officer,
Secretary and
Treasurer2008
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
Andrew Wong (2)
Former President, Chief Executive Officer,
Secretary and
Treasurer 2008
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership Percentage
of Class(1)
Chen Wang
Nil
0%
Directors and Executive Officers as a Group
Nil
0.%
Signature
Title
Date
/s/ Chen Wang
President, CEO, Secretary, Treasurer and Director
Chen Wang
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal years ended November 30, 2008 and
2007
F-2
Statements of Operations for the fiscal year ended November 30,
2008 and 2007 and the period from September 6, 2005 (inception) through
November 30, 2008
F-3
Statements of Cash Flows for the fiscal year ended November 30,
2008 and 2007 and the period from September 6, 2005 (inception) through
November 30, 2008
F-4
Statements of Stockholder's Equity (Deficit) for the period from
September 6, 2005 (inception) through November 30, 2008
F-5
Notes to Financial Statements
F-6
November 30, 2008
November 30, 2007
Current Assets
Cash and Cash Equivalents
$
339
$
2,976
Total
Current Assets
339
2,976
Website Development Costs
-
5,000
-
5,000
TOTAL ASSETS
$ 339
$ 7,976
========
========
Current Liabilities
Accounts
Payable and Accrued Liabilities
$ 3,199
$ 2,590
Due to Related Parties
31,000
19,000
Loan from Related Party
37,206
30,006
TOTAL
CURRENT LIABILITIES
71,405
51,596
Stockholders' Deficit
Common Stock
Authorized: 75,000,000 Common Shares at
$0.001 par value
Issued and Outstanding: 10,500,000
Common Shares
10,500
10,500
Additional paid-in capital
18,415
15,734
(Deficit) accumulated during the development stage
(99,981)
(69,854)
TOTAL STOCKHOLDERS' DEFICIT
(71,066)
(43,620
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT
$ 339
$ 7,976
=========
========
For the Year Ended
September 6, 2005 (Inception), to November 30, 2008
November 30,
2008
2007
General and Administrative
Expenses
Filing Fees
$
1,080
$
1,054
$
3,280
Bank Charges
181
120
590
Professional Fees
9,185
8,251
48,196
Interest Expense
2,681
2,234
4,915
Rent
12,000
12,000
38,000
Website Development
5,000
-
5,000
(30,127)
(23,659)
(99,981)
Net (loss) for the period
$ (30,127)
$ (23,659)
$ (99,981)
==========
==========
=========
Net Loss per Common Share
Basic and diluted
$ (0.00)
$ (0.00)
Weighted Average Number of Shares Outstanding
Basic and diluted
10,500,000
10,500,000
For the Year Ended
September 6, 2005 (Inception), to November 30, 2008
November 30,
2008
2007
Cash Flows from Operating
Activities
Net (loss) for the period
$ (30,127)
$ (23,659)
$ (99,981)
Imputed interest on related party transactions
2,681
2,234
4,915
Changes in non-cash working capital items
Accounts payable and accrued liabilities
12,603
2,511
34,199
Net Cash Flow Used in Operating Activities
(14,843)
(18,914)
(60,867)
Cash Flows from Investing Activities
Website
development
5,000
-
-
Net Cash Flow Used in Investing
Activities
-
-
-
Cash Flows from Financing
Activities
Advances from related party
7,206
21,400
37,206
Issuance of common stock
-
-
24,000
Net Cash Provided by Financing Activities
7,206
21,400
61,206
Cash increase (decrease)
During the Period
(2,637)
2,486
339
Cash, Beginning of Period
2,976
490
-
Cash, End of Period
$
339
$ 2,976
$ 339
=========
=========
========
Supplemental Disclosures of
Cash Flow Information
Cash Paid for interest
-
-
-
Cash Paid for income tax
-
-
-
Common Stock
Additional
Deficit Accumulated
During the
Total Stockholder's
Shares
Amount
Paid In Capital
Development Stage
Equity (Deficit)
Common stock issued for cash:
- at $0.001 per share, September 9, 2005
5,000,000
$ 5,000
$
-
$
-
$ 5,000
- at $0.001 per share, September 12, 2005
4,000,000
4,000
-
-
4,000
- at $0.01 per share, September 13, 2005
1,500,000
1,500
13,500
-
15,000
Comprehensive income (loss)
- Net loss for the period
(23,127)
(23,127)
Balance, November 30, 2005
10,500,000
10,500
13,500
(23,127)
873
Comprehensive income (loss)
- Net loss for the period
(23,068)
(23,068)
Balance, November 30, 2006
10,500,000
10,500
13,500
(46,195)
(22,195)
Imputed interest on shareholder loan
-
-
2,234
-
2,234
Comprehensive income (loss)
- Net loss for the period
(23,659)
(23,659)
Balance, November 30, 2007
10,500,000
10,500
15,734
(69,854)
(43,620)
Imputed interest on shareholder loan
-
-
2,681
-
2,681
Comprehensive income (loss)
- Net loss for the period
(30,127)
(30,127)
Balance, November 30, 2008
10,500,000
10,500
18,415
(99,981)
(71,066)
Net Operating loss carryfowards
Valuation allowance
Net Deferred Tax asset
NOTE 5 RELATED PARTY TRANSACTIONS
For periods ended November 30, 2008 and 2007, the Company incurred rent of $12,000 and $12,000, respectively to a company controlled by persons related to the former director of the Company.
As of November 30, 2008 and 2007, $31,000 and $19,000, respectively of accounts payable is payable to a company controlled by a person related to the former director of the company.
A shareholder loaned the Company $7,200 and $21,400 during the periods ended November 30, 2008 and 2007, respectively. The balance of $37,206 is unsecured, non interest bearing, with no specific terms of repayment. Imputed interest in the amount of $2,681 and $2,234 are included in additional paid in capital for the years ended November 30, 2008 and 2007, respectively.
CODE OF ETHICS
FOR SENIOR FINANCIAL OFFICERS, EMPLOYEES,
AND THE PRINCIPAL EXECUTIVE OFFICERS OF
Monza Ventures Inc.
Monza Ventures Inc. (the Company) is committed to conducting its business in compliance with all applicable laws and regulations and in accordance with high standards of business conduct. The Company strives to maintain the highest standard of accuracy, completeness, and disclosure in its financial dealings, records, and reports. These standard serve as the basis for managing the Company's business, for meeting the Company's duties to its stockholders, and for maintaining compliance with financial reporting requirements. The Company's principal executive officers and all of the Company's senior financial executives must agree to comply with the following principles and will promote and support this Code of Ethics, and comply with the following principles. For the purpose of this Code of Ethics, "senior financial officers" means the Company's principal financial officer and controller or principal accounting officer, or persons performing similar functions.
The principal executive officer and each senior financial officer of the Company will adhere to and advocate the following principals and responsibilities governing his or her professional and ethical conduct, each to the best of his or her knowledge and ability:
1. Act with honesty and integrity and in a ethical manner, avoiding actual or apparent conflicts of interest in personal and professional relationships.
2. Promptly disclose to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between personal and professional relationships.
3. Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.
4. Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.
5. Comply with applicable rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.
6. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.
7. Use good business judgment in the processing and recording of all financial transactions.
8. Respect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage.
9. Share knowledge and maintain skills important and relevant to his or her constituents' needs.
10. Promote ethical behavior among constituents in the work environment.
11. Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.
12. Comply with generally accepted accounting standards and practices, rules, regulations and controls.
13. Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.
14. Maintain books and records that fairly and accurately reflect the Company's business transactions.
15. Sign only those documents that he or she believes to be accurate and truthful.
16. Devise, implement, and maintain sufficient internal controls to assure that financial record keeping objectives are met.
17. Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.
18. Not knowingly be a party to any illegal activity or engage in acts that are discreditable to his or her profession or the Company.
19. Respect and contribute to the legitimate and ethical objects of the Company.
20. Engage in only those services for which he or she has the necessary knowledge, skill, and expertise.
21. Not make, or tolerate to be made, false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications.
22. Report to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee any situation where the Code of Ethics, the Company's standards, or the laws are being violated.
Those required to comply with this Code of Ethics understand that failure to comply with this Code of Ethics will not be tolerated by Company and that deviations there from or violations thereof will result in serious consequences, which may include, but may not be limited to, serious reprimand, dismissal or other legal actions.
The parties subject to this Code of Ethics will acknowledge in writing that they agree to comply with these requirements.
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Chen Wang, certify that:
1. I have reviewed this annual report on Form 10-K of Monza Ventures Inc.;
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 Rules 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 control over financial 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 of 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 quarter (the registrant's fourth 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 operation 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: March 19th, 2009
By: /s/ Chen Wang
Chen Wang
Chief Executive Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Chen Wang, the Chief Executive Officer of Monza Ventures Inc. (the "Company") hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, the Annual Report on Form 10-K for the year ended November 30th, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K, as amended, fairly presents in all material respects the financial condition and results of operations of the Company.
Date: March 19th, 2009.
/s/ _Chen Wang__
Chen Wang
Chief Executive Officer