Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM - 10Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2011.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition
period from _____________________
Commission File No.
MONZA VENTURES INC.
---------------------------------------------
(Name of small business issuer in its charter)
NEVADA
N/A
(State of Incorporation) (I.R.S. Employer Identification No.)
1018 HUGUANG RD., CHANG CHUN, CHINA,
130012
---------------------------------------------------------------------
(Address of principal executive offices)
011-86-43185918321
----------------------------------
(Registrant's telephone number,
including area code)
-------------------------
(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No 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.
Large accelerated filer " Accelerated filer "
Non-accelerated filer " Smaller reporting company X
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act)? Yes x No "
The number of shares outstanding of the registrant's common stock, par
value $.001 per share, as of July 10, 2011 was 73,500,000 shares .
1
Monza Ventures Inc.
Table of Contents
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of May 31, 2011 (Un-audited) and November 30, 2010
(Audited)..........................................................3
Statements of Operations for the Three Months Ended May 31, 2011 and
2009 and the Six Months Ended May 31, 2011 and 2010 and the Period
From September 6, 2005 (Inception) through May 31, 2011 (Unaudited).
......................................................................4
Statements of Cash Flows for the Six Months Ended May 31, 2011 and 2010
and the Period From September 6, 2005 (Inception) through May 31,
2011..................................................................5
Notes to Financial Statements
(Unaudited)...........................................................7
Item 2. Management's Discussion and Analysis or Plan of Operations....13
Item 3. Controls and Procedures.......................................15
Part II - OTHER INFORMATION...........................................17
2
Part I - FINANCIAL INFORMATION
MONZA VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
BALANCE AS AT MAY 31, 2011 AND
NOVEMBER 30, 2010
May November
31, 30, 2010
2011
(Unaudited) (Audited)
Assets
Current Assets - Cash and Cash Equivalents $- $48
Website Development Costs - -
TOTAL ASSETS $- $48
Liabilities
Current Liabilities
Accounts Payable and Accrued $32,048 $16,748
Liabilities- Related Party
Dues from Related Parties $41,000 $41,000
Loan from Related Party $45,858 $45,907
TOTAL CURRENT LIABILITIES $118,906 $103,655
Stockholders' Equity - Common Stock
$0.001 par value, 75,000,000 73,500 10,500
shares authorized, 10,500,000 shares
issued and outstanding as of November
30, 2010 and 73,500,000 as of
May 31, 2011
Additional paid-in capital 26,107 24,373
Deficit accumulated during the $(155,513) $(138,480)
developmental stage
TOTAL STOCKHOLDERS' EQUITY $(118,906) $(103,607)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $- $48
The accompanying notes are an integral part of these financial statements.
MONZA VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 2011 AND 2010 AND THE SIX MONTHS ENDED MAY
31, 2011 AND 2010 AND THE PERIOD FROM SEPTEMBER 6, 2005 (INCEPTION)
THROUGH MAY 31, 2011
(Unaudited)
Three Three Six Six From
Months Months Months Months September
Ended May Ended Ended Ended 6, 2005
31, 2011 May 31, 2010 May 31, 2011 May 31,2010 (Inception)to
May 31, 2011
General and
Administrative
Expenses
Filing Fees $300 - $300 $124 $3,703
Rent - $6,000 - $6,000 $53,000
Bank Charges - $28 - $28 $1,129
Professional Fees $15,000 - $15,000 $1,230 $80,025
Interest $867 $1,734 $1,734 $1,734 $12,607
Office Expense - - - - $50
Website - - - - $5,000
Development
Net (loss) $(16,167) $(7,762) $(17,034) $(9,116) $(155,513)
for the period
Net (loss) 0.00 0.00 0.00 0.002 0.001
per share -
Basic and Diluted
Weighted 73,500,000 10,500,000 10,500,000 10,500,000
Average
Shares
Outstanding
- Basic and
Diluted
The accompanying notes are an integral part of these financial statements.
MONZA VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Six Months Ended May 31, 2011 and 2010 and the Period
From September6, 2005 (Inception) through May 31,2011
(Unaudited)
From
For For September
the the 6,
Six Six 2005
Months Months (Inception)
Ended Ended to May
May May 31, 2011
31 ,2011 31, 2010
Cash Flow from Operating Activities
Net loss for the Period $(17,034) $(9,116) $(155,513)
Imputed interest on $1,734 $1,734 $12,607
related party transactions
Accounts payable and $15,300 $7,250 $73,048
accrued liabilities
Net Cash Flow Used in Operating
Activities - $(132) $(69,858)
Financing Activities
Advances from related party $(48) - $45,858
Issuance of common stock - - $24,000
Net Cash Flow Provided by $(48) - $69,858
Financing Activities
Net change in Cash $(48) $(132) -
Cash, Beginning of Period $48 $333 -
Cash, End of Period - $201 -
The accompanying notes are an integral part of these financial statements
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 May 31, 2011 and 2010,
there were no cash equivalents.
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC Topic
360, "Accounting for the Impairment or Disposal of Long- lived Assets".
Under ASC Topic 360, 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 FASB Topic 740. 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
May 31, 2011, 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 May 31,
2011.
Stock Based Compensation
The Company accounts for stock-based employee compensation arrangements
using the fair value method in accordance with the provisions of ASC
Topic 718 Compensation-Stock Compensation. The company accounts for
the stock options issued to non-employees in accordance with the
provisions of ASC Topic 718 Compensation- Stock Compensation.
The Company did not grant any stock options or warrants during the
period from inception to May 31, 2011.
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
May 31, 2011 and 2010.
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 $155,513 and has insufficient working capital
to meet operating needs for the next twelve months as of May 31,
2011, 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 a
t $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.
On September 20, 2010, the Stockholder's of the Company authorized
the Forward Stock Split of our issued and outstanding Common Stock
on a seven for one (7:1) basis.The Forward Stock Split became
effective on September 20, 2010. As a result of the Forward Stock
Split, the Company increased its issued and outstanding shares
of the Common Stock to 73,500,000 from 10,500,000.
NOTE 4 INCOME TAXES
As of May 31, 2011, the Company has an estimated net operating loss
carryforward for tax purpose of $155,513. 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, 2010 and 2009. The
significant components of the deferred tax asset as at November
30, 2010 and 2009 are as follows:
2010 2009
Net Operating loss carryfowards $ 48,468 $ 21,196
Valuation allowance (48,468) (21,196)
Net Deferred Tax asset $ - $ -
NOTE 5 RELATED PARTY TRANSACTIONS
As of May 31, 2011 and 2010, $45,858 and $45,907, 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 as of May 31, 2011. Imputed
interest in the amount of $867 is included in additional paid in
capital for the three months ended May 31, 2011.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, regarding future events or the future
financial performance of the Company that involve risks and
uncertainties. Certain statements included in this Form 10-Q,
including, without limitation, statements related to anticipated cash
flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar
statements or expressions, identify forward looking statements. Any
forward-looking statements herein are subject to certain risks and
uncertainties in the Company's business, including but not limited to,
reliance on key customers and competition in its markets, market
demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining
key personnel and any changes in current accounting rules, all of which
may be beyond the control of the Company. The Company adopted at
management's discretion, the most conservative recognition of revenue
based on the most astringent guidelines of the SEC in terms of
recognition of software licenses and recurring revenue. Management will
elect additional changes to revenue recognition to comply with the most
conservative SEC recognition on a forward going accrual basis as the
model is replicated with other similar markets (i.e. SBDC). The
Company's actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors,
including those set forth therein.
Forward-looking statements involve risks, uncertainties and other
factors, which may cause our actual results, performance or
achievements to be materially different from those expressed or implied
by such forward-looking statements. Factors and risks that could affect
our results and achievements and cause them to materially differ from
those contained in the forward-looking statements include those
identified in the section titled "Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended November 30, 2010 as well as
other factors that we are currently unable to identify or quantify, but
that may exist in the future.
In addition, the foregoing factors may affect generally our business,
results of operations and financial position. Forward-looking
statements speak only as of the date the statement was made. We do not
undertake and specifically decline any obligation to update any
forward-looking statements.
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 2011. 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 $0. 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 $118,906, 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, 2010. 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 $0 and a working capital deficit in the amount of
$118,906 as of May 31, 2011, 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
General and administrative $ 8,000
Rent $ 12,000
Professional fees $ 5,000
Total $ 25,000
Liquidity and Capital Resources
As of the date of this quarterly report, we have not generated any
revenues from our business activities.
As of May 31, 2011 our total assets were $0 and our total
liabilities were $118,906 and we had a working capital deficit of
$118,906. Our financial statements report a net loss of $17,034 for the
six months ended May 31, 2011, and a net loss of $155,513 for
the period from September 6, 2005 (date of incorporation) to May 31,
2011. Our net loss from operations decreased to $17,034 for the
six months ended May 31, 2011, as compared to $9,116 for the
six months ended May 31, 2010. Our losses have decreased
primarily as a result of decreased professional fees and and filing
fees.
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 six
months ending May 31, 2011.
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 6
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, 2010, 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not hold any derivative instruments and do not engage in any
hedging activities. Most of our activity is the development and mining
of our mining claim.
ITEM 4. CONTROLS AND PROCEDURES
Page 12
a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer,
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as such term is defined under Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of the last day of the fiscal period covered
by this report, May 31, 2011. The term disclosure controls and
procedures means our controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's
rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to management,
including our principal executive and principal financial officer, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, our
principal executive officer and our principal financial officer
concluded that our disclosure controls and procedures were effective as
of May 31, 2011.
Our principal executive officer and our principal financial officer,
are responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f). Our principal executive officer and our principal
financial officer are required to base their assessment of the
effectiveness of our internal control over financial reporting on a
suitable, recognized control framework, such as the framework developed
by the Committee of Sponsoring Organizations (COSO). The COSO
framework, published in Internal Control-Integrated Framework, is known
as the COSO Report. Our principal executive officer and our principal
financial officer have chosen the COSO framework on which to base their
assessment. Based on this evaluation, our principal executive officer
and our principal financial officer concluded that our internal control
over financial reporting was effective as of May 31, 2011.
Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's
report in our annual reports on Form 10-K for the annual reporting
periods through November 30, 2011.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance
that the objectives of the system are met. In addition, the design of
any control system is based in part upon certain assumptions about the
likelihood of certain events. Because of these and other inherent
limitations of control systems, there can be no assurance that any
design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
Page 13
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended May 31, 2011, there was no change in our
internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act) that has materially affected, or
is reasonably likely to materially affect, our internal control over
financial reporting.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of the officers and directors, the Company
is not a party to any legal proceeding or litigation.
ITEM 1A. RISK FACTORS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) The following exhibit is filed as part of this report:
31.1 Certification of Chief Executive Officer and Chief
Financial Officer of Periodic Report pursuant to Rule 13a-14a
and Rule 15d-14(a).
32.1 Certification of Chief Financial Officer and Chief
Executive Officer of pursuant of Section 1350.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized
July 15, 2011
July 15, 2011 /s/ "Chen Wang"
Mr. Chen Wang, President
