Item 1. Description of Business
Item 1A.
Item 1A. Risk Factors
Item 1B.
Item 1B. Unresolved Staff Comments
Item 2.
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:
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:
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, 2009.
PART II
Item 5:
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:
As of November 30, 2009, 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, 2009.
Item 6:
Item 6: Selected Financial Data
As 			of
As 			of
As 			of
As 			of
			November 30, 2009
			November 30, 2008
			November 30, 2007
			November 30, 2006
			Balance Sheet
Total 			Assets
$333
$339
			$7,976
			$5,490
Total 			Liabilities
			$90,105
			$71,405
			$51,596
			$27,685
			Stockholders Equity (Deficit)
			($89,772)
			($71,066)
			$(43,620)
			$(22,195)
			For the
			For the
			For the
			From Inception
			Year ended
			Year Ended
			Year Ended
to 			
			November 30, 2009
			November 30, 2008
			November 30, 2007
			November 30, 2006
			Income Statement
			Revenues
$ -
$ -
$ -
$ -
Total 			Expenses
			$21,196
			$30,127
			$23,659
			$23,068
Net 			Loss
			($21,196)
			($30,127)
			($23,659)
			($23,068)
Item 7:
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, 2010, 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 December 2010. 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 $333. 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 $89,772, 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, 2009. 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 $333 and a working capital deficit in the amount of $89,772 as of November 30, 2009, 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, 2009, our total assets were $333 and our total liabilities were $90,105 and we had a working capital deficit of $89,772. Our financial statements report a net loss of $21,196 for the year ended November 30, 2009, and a net loss of $121,127 for the period from September 6, 2005 (date of incorporation) to November 30, 2009. Our losses have increased primarily as a result of professional fees and office facility costs incurred. Our net loss from operations decreased to $21,196 for the year ended November 30, 2009, as compared to $30,127 for the year ended November 30, 2008.
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, 2010.
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, 2009, 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 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, 2009. 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, 2009, 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, 2009 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:
Name
Age
Position Held
Chen Wang
President, Principal Executive Officer, 			Principal Financial Officer, Principal Accounting Officer, 			Treasurer, Secretary, and Director
Peng Jian Zhi
Director
Yuan Wei
Director
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:
1.
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;
2.
any conviction in a criminal proceeding or 		being subject to a pending criminal proceeding (excluding traffic 		violations and other minor offenses);
3.
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
4.
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, 2009, 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 February 28, 2010, 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:
(a)
our principal executive officer;
(b)
each of our two most highly compensated 		executive officers who were serving as executive officers at the end of 		the year ended November 30, 2009; and
(c)
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, 2009,
who we will collectively refer to as our named executive officers, of our company for the years ended November 30, 2009 and November 30, 2008, 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:
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, 2009, 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, 2009.
Options Grants in the Year Ended November 30, 2009
During the year ended November 30, 2009, no stock options were granted to our executive officers.
Aggregated Options Exercised in the Year Ended November 30, 2009 and Year End Option Values
There were no stock options exercised during the year ended November 30, 2009 and no stock options held by our executive officers at the end of the year ended November 30, 2009.
Repricing of Options/SARS
We did not reprice any options previously granted to our executive officers during the year ended November 30, 2009.
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, 2009, 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 February 28, 2010, 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, 2009, 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:
2009 - $2,000 Stan Lee, CPA
2008 - $4,700 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:
2009 - $0 Stan Lee, CPA
2008 - $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:
2009 - $0 Stan Lee, CPA
2008 - $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:
2009 - $0 Stan Lee, CPA
2008 - $0 M&K CPAS, PLLC
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 28th day of February, 2010
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:
			Signature
			Title
			Date
/s/ Chen Wang
President, CEO, Secretary, Treasurer and 			Director
February 28, 2010
Chen Wang
Monza Ventures Inc.
(A Development Stage Company)
Report of Independent Registered Public 			Accounting Firm
Balance Sheets for the fiscal years ended 			November 30, 2009 and 2008
Statements of Operations for the fiscal year 			ended November 30, 2009 and 2008 and the period from September 6, 			2005 (inception) through November 30, 2009
Statements of Cash Flows for the fiscal year 			ended November 30, 2009 and 2008 and the period from September 6, 			2005 (inception) through November 30, 2009
Statements of Stockholder's Equity (Deficit) 			for the period from September 6, 2005 (inception) through November 			30, 2009
Notes to Financial Statements
Monza Ventures Inc.
(A Development Stage Company)
Balance Sheets
Monza Ventures Inc.
(A Development Stage Company)
Statements of Operations
See Accompanying 			Summary of Accounting Policies and Notes to Financial Statements
Monza Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
Monza Ventures Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From September 6, 2005 (Inception) to November 30, 2009
Monza Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2009
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Monza Ventures Inc. ( the Company or Monza) 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, 2009 and 2008, 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, 2009, 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, 2009.
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, 2009.
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, 2009 and 2008.
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 $121,177 and has insufficient working capital to meet operating needs for the next twelve months as of November 30, 2009, 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.
As of November 30, 2009, the Company is authorized to issue 75,000,000 shares of common stock and 10,500,000 shares issued and outstanding.
NOTE 4 INCOME TAXES
As of November 30, 2009 and 2008, the Company has an estimated net operating loss carryforward for tax purpose of $121,177 and $99,981, 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, 2009 and 2008. The significant components of the deferred tax asset as at November 30, 2009 and 2008 are as follows:
Net Operating loss carryfowards
$ 21,196
$ 33,243
Valuation allowance
(21,196)
(33,243)
Net Deferred Tax asset
$ -
$ -
NOTE 5 RELATED PARTY TRANSACTIONS
For periods ended November 30, 2009 and 2008, the Company incurred rent of $ 9,000 and $12,000, respectively to a company controlled by persons related to the former director of the Company.
As of November 30, 2009 and 2008, $45,907 and $31,000, 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 $8,700 and $7,206 during the periods ended November 30, 2009 and 2008, respectively. The balance of $41,000 is unsecured, non interest bearing, with no specific terms of repayment. Imputed interest in the amount of $2,490 and $2,681 are included in additional paid in capital for the years ended November 30, 2009 and 2008, respectively.
NOTE 6 COMMITMENTS AND CONTINGENCIES
There is no commitments or contingencies to disclose as of date of auditors opinion.
NOTE 7 SUBSEQUENT EVENTS
There is no subsequent events to disclose.
____________________________________________________________________________________________________________________________________________________________
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: February 28, 2010
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 30, 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: February 28, 2010.
/s/ _Chen Wang__
Chen Wang
Chief Executive Officer
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item 8 begin on page of this report.
Item 9:
Item 9: Changes In Disagreements With Accountants on Accounting and Financial Disclosure
None
Item 9A:
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:
Name
Age
Position Held
Chen Wang
President, Principal Executive Officer, 			Principal Financial Officer, Principal Accounting Officer, 			Treasurer, Secretary, and Director
Peng Jian Zhi
Director
Yuan Wei
Director
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:
1.
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;
2.
any conviction in a criminal proceeding or 		being subject to a pending criminal proceeding (excluding traffic 		violations and other minor offenses);
3.
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
4.
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, 2009, 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 February 28, 2010, 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:
Item 11: Executive Compensation
Executive Compensation
The particulars of compensation paid to the following persons:
(a)
our principal executive officer;
(b)
each of our two most highly compensated 		executive officers who were serving as executive officers at the end of 		the year ended November 30, 2009; and
(c)
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, 2009,
who we will collectively refer to as our named executive officers, of our company for the years ended November 30, 2009 and November 30, 2008, 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:
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, 2009, 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, 2009.
Options Grants in the Year Ended November 30, 2009
During the year ended November 30, 2009, no stock options were granted to our executive officers.
Aggregated Options Exercised in the Year Ended November 30, 2009 and Year End Option Values
There were no stock options exercised during the year ended November 30, 2009 and no stock options held by our executive officers at the end of the year ended November 30, 2009.
Repricing of Options/SARS
We did not reprice any options previously granted to our executive officers during the year ended November 30, 2009.
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, 2009, 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:
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of February 28, 2010, 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, 2009, 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:
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:
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:
2009 - $2,000 Stan Lee, CPA
2008 - $4,700 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:
2009 - $0 Stan Lee, CPA
2008 - $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:
2009 - $0 Stan Lee, CPA
2008 - $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:
2009 - $0 Stan Lee, CPA
2008 - $0 M&K CPAS, PLLC
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 28th day of February, 2010
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:
			Signature
			Title
			Date
/s/ Chen Wang
President, CEO, Secretary, Treasurer and 			Director
February 28, 2010
Chen Wang
Monza Ventures Inc.
(A Development Stage Company)
Report of Independent Registered Public 			Accounting Firm
Balance Sheets for the fiscal years ended 			November 30, 2009 and 2008
Statements of Operations for the fiscal year 			ended November 30, 2009 and 2008 and the period from September 6, 			2005 (inception) through November 30, 2009
Statements of Cash Flows for the fiscal year 			ended November 30, 2009 and 2008 and the period from September 6, 			2005 (inception) through November 30, 2009
Statements of Stockholder's Equity (Deficit) 			for the period from September 6, 2005 (inception) through November 			30, 2009
Notes to Financial Statements
Monza Ventures Inc.
(A Development Stage Company)
Balance Sheets
Monza Ventures Inc.
(A Development Stage Company)
Statements of Operations
See Accompanying 			Summary of Accounting Policies and Notes to Financial Statements
Monza Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
Monza Ventures Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From September 6, 2005 (Inception) to November 30, 2009
Monza Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2009
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Monza Ventures Inc. ( the Company or Monza) 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, 2009 and 2008, 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, 2009, 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, 2009.
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, 2009.
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, 2009 and 2008.
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 $121,177 and has insufficient working capital to meet operating needs for the next twelve months as of November 30, 2009, 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.
As of November 30, 2009, the Company is authorized to issue 75,000,000 shares of common stock and 10,500,000 shares issued and outstanding.
NOTE 4 INCOME TAXES
As of November 30, 2009 and 2008, the Company has an estimated net operating loss carryforward for tax purpose of $121,177 and $99,981, 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, 2009 and 2008. The significant components of the deferred tax asset as at November 30, 2009 and 2008 are as follows:
Net Operating loss carryfowards
$ 21,196
$ 33,243
Valuation allowance
(21,196)
(33,243)
Net Deferred Tax asset
$ -
$ -
NOTE 5 RELATED PARTY TRANSACTIONS
For periods ended November 30, 2009 and 2008, the Company incurred rent of $ 9,000 and $12,000, respectively to a company controlled by persons related to the former director of the Company.
As of November 30, 2009 and 2008, $45,907 and $31,000, 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 $8,700 and $7,206 during the periods ended November 30, 2009 and 2008, respectively. The balance of $41,000 is unsecured, non interest bearing, with no specific terms of repayment. Imputed interest in the amount of $2,490 and $2,681 are included in additional paid in capital for the years ended November 30, 2009 and 2008, respectively.
NOTE 6 COMMITMENTS AND CONTINGENCIES
There is no commitments or contingencies to disclose as of date of auditors opinion.
NOTE 7 SUBSEQUENT EVENTS
There is no subsequent events to disclose.
____________________________________________________________________________________________________________________________________________________________
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: February 28, 2010
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 30, 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: February 28, 2010.
/s/ _Chen Wang__
Chen Wang
Chief Executive Officer