<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        FOR THE YEAR ENDED MARCH 31, 2001
                        COMMISSION FILE NUMBER 333-47238


                                  MORANZO, INC.
                 (Name of Small Business Issuer in Its Charter)


<TABLE>
<S>                                                       <C>
        DELAWARE                                              88-0469180
-------------------------------                           -------------------
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)


566 Port Harwick, Chula Vista CA                            91913
--------------------------------                          ----------
(Address of Principal Executive Offices)                  (Zip Code)


(619) 692-2505
---------------------------
(Issuer's Telephone Number)
</TABLE>


         Securities Registered Under Section 12(g) of the Exchange Act:


                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)



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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

               Yes [X]                           No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

               Yes [X]                           No [ ]

The issuer had no revenues for the year ended March 31, 2001.

As of March 31, 2001, the registrant had 9,520,000 shares of common stock, $.001
par value, issued and outstanding.



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CAUTION REGARDING FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements and information relating
to the Company that are based on the beliefs of the Company or management as
well as assumptions made by and information currently available to the Company
or management. When used in this document, the words "anticipate", "believe",
"estimate", "expect" and "intend" and similar expressions, as they relate to the
Company or its management, are intended to identify forward-looking statements.
Such statements reflect the current view of the Company regarding future events
and are subject to certain risks, uncertainties and assumptions, including the
risks and uncertainties noted. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. In each instance, forward-looking
information should be considered in light of the accompanying meaningful
cautionary statements herein.


                                     PART 1

                                     ITEM 1
                           DESCRIPTION OF THE BUSINESS


BUSINESS DEVELOPMENT

Form And Year Of Organization

Moranzo, Inc. was incorporated in Delaware on May 31, 1994 for the purpose of
developing a chain of full-service, white tablecloth Italian restaurants.

We received our initial funding through the sale of common stock to investors
from the period of approximately June 1, 1998 until June 30, 1998. We offered
and sold 59,000 common stock shares at $0.10 per share to non-affiliated private
investors. From inception until the date of this filing we have had no material
operating activities.


Any Bankruptcy, Receivership, Or Similar Proceeding

There have been no bankruptcy, receivership or similar proceedings.

Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.


BUSINESS OF THE COMPANY

Principal Products Or Services And Their Markets

Current Status:

This is the initial stage of our business. Beginning in May 1998, management
developed and refined our business plan while operating a separate private
Italian restaurant, La Strada, that they partially controlled and owned.
However, as of the date of this filing, we have not implemented our business
plan.



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Future Business Plan:

Moranzo's primary business plan objective is to offer guests the most up-scale
authentic Italian dining experience available outside Italy. Management plans to
offer a menu that features a wide variety of authentic Italian foods, fresh
ingredients, and an extensive list of imported wines from Italy. Our two year
business plan involves the following steps: during months one through six
(Feb-Jul 2001) raise capital of $7,500,000 through the sale of common stock in a
private placement; during months seven through twelve (Aug 2001-Jan 2002) budget
$2,870,000 for our first restaurant in La Jolla, California (planned opening Nov
2001) to include $1,200,000 for construction costs, $350,000 for pre-opening
costs, and monthly operating expenses of $220,000, which includes $13,000 for
two full-time chefs, $50,000 for service and support personnel, $49,000 for food
and liquor costs, $20,000 for wine, $9,000 for advertising and promotional
expenses, and $20,000 for rent.

In order to be successful in attracting investors and securing funding through a
private placement, our future plans differentiate our proposed restaurants from
other restaurants by emphasizing the following key elements:

        Offer Premium Quality, Authentic Regional Italian Cuisine.

               We plan to specialize only in the premium Italian restaurant
               segment of the food industry. It is our intent to position our
               proposed restaurants in the niche at the top end of restaurant
               quality, service, and price.

               We plan to utilize only Italian chefs from the Tuscany region of
               Italy who will create our own unique recipes derived from
               authentic Tuscan dishes. Our budget for two full-time chefs in
               each restaurant we estimate at $13,000 per month.

               We plan to offer daily prepared fresh meat, poultry, vegetables,
               pasta, deserts, and bakery goods based upon our own unique
               recipes. Our budget for these costs in each restaurant we
               estimate at $42,000 per month.

               We also plan for our chefs to develop specialty menu items each
               month based on the local cuisine and culinary style of one of
               Italy's other geographic regions. Our budget for these costs in
               each restaurant we estimate at $1,000 per month.

               We will feature unique selected Italian premium wines from
               different Italian regions each month to complement the specialty
               menu items. Our budget for these costs in each restaurant we
               estimate at $20,000 per month.


        Create a Distinctive Authentic Italian Atmosphere.

               We plan to utilize design elements, which may include European
               slate floors, marble bars, mahogany trim, outdoor piazzas,
               hand-painted ceilings and fine art, to evoke the charm and
               elegance of a memorable dining experience in Italy. Our budget
               for these costs in each restaurant we estimate at $300,000.

               Exhibition kitchens with wood-fired rotisseries, charcoal grills
               and ovens in full display of the guests are planned to create
               appealing cooking aromas to reinforce the perception of quality,
               freshness and authenticity. Our budget for these costs in each
               restaurant we estimate at $400,000.

               The planned seating would consist of a mix of booths and
               free-standing tables and chairs,



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               dressed with white tablecloths and Italian flatware. In addition
               to dining room service, we plan to make food available at the
               liquor/espresso bar, and where location and weather permit at
               outdoor "sidewalk" tables. Our budget for these costs in each
               restaurant we estimate at $500,000.

        Focus on Service.

               We plan to invest significant resources in the training of our
               service personnel and each restaurant will be staffed with an
               experienced management team to ensure attentive guest service,
               consistent high standard of food quality and impeccable
               cleanliness. Our budget for these costs in each restaurant we
               estimate at $50,000 per month.

               Through employee and guest questionnaires, we plan to request
               valuable feedback and eventually implement measures designed to
               reinforce our commitment to outstanding service and guest
               satisfaction. Our budget for these costs in each restaurant we
               estimate at $500 per month.

        Provide a Superior Work Environment.

               We believe that qualified, knowledgeable employees will be
               critical to the success of our planned restaurants. Our business
               plan provides for extensive training, attractive compensation and
               significant opportunities for employee feedback and advancement
               that we hope will foster a strong corporate culture to attract
               and retain highly qualified employees. Our budget for these costs
               in each restaurant we estimate at $5,000 per month.


Distribution Methods Of Products Or Services

Distribution Methods Of Products Or Services

Moranzo believes that providing an authentic Italian dining experience by
offering quality food, wine and bakery products, distinctive decor, enthusiastic
service and an attractive price-value relationship will be the most effective
approach to attracting new and repeat guests. Accordingly, we hope to rely on
reputation, local reviews and awards and word-of-mouth to promote our planned
restaurants in each community in which we plan to operate. We also hope to
implement a program of marketing and public relations activities designed to
create market awareness. To encourage repeat patronage, we plan to develop a
program of specialty menu items which would rotate monthly, based on authentic
recipes from one of Italy's geographic regions. Menu items would be accompanied
by selected wines from the region and a regional bread would be provided by the
restaurant's bakery. Mailers describing each month's offering would be sent
monthly to businesses and households in geographic proximity to the restaurant.
Other marketing concepts that may be pursued include both on-site and off-site
activities, like large party, special event and meeting catering, bread and
baked goods classes, food and wine tasting, chef demonstrations, and programs
designed to encourage concierges from local hotels and office buildings to
recommend Moranzo's proposed restaurants to their clients. Other public
awareness activities may include participation in community activities,
fund-raisers for schools, hospitals and other non-profit organizations.

Management considers location to be a critical factor in determining a
restaurant's long-term success, we plan devote significant effort to the site
selection process. Moranzo's site selection strategy would be to locate
restaurants in affluent urban and suburban areas, located near or on main
traffic routes. We would take into account a variety of local factors, including
demand and consumer preferences, competition, availability of suitable locations
and personnel, local demographics and household income levels, as well as
specific site characteristics, such as visibility, accessibility, traffic volume
and proximity to activity centers such as shopping areas, hotels, offices and
universities. Once an appropriate site has been identified, we would determine
the most beneficial lease option available. Traditionally, leases for new
upscale restaurants are structured in one



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of two ways: The Turn-Key Deal, wherein the landlord is in charge of
construction and can finance the development of the building utilizing the
tenant's plans. There would usually be a maximum on the landlord's share of
construction costs and the minimum rent would be based on the cost of
construction plus some stipulated amount for land value. The second option is
the Construction Allowance Deal wherein the tenant would control the
construction and negotiate a construction allowance from the landlord. The
allowance is payable in progress payments as the project is completed. In
addition to the construction cost/land value base rent, an additional rent
amount is paid as a percent of gross business, typically a range of 4% to 7% of
sales. Lessee's are typically responsible for a percentage of the property taxes
on the restaurant structure.


Status Of Any Publicly Announced New Product Or Service

Moranzo has no new product or service planned or announced to the public.

Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition

Moranzo does not have any current restaurant operations. The restaurant industry
is intensely competitive. There are many different segments within the
restaurant industry that are distinguished by types of service, food types and
price/value relationships. We plan to position our proposed restaurants in the
high-quality Italian food segment of the industry. In this segment the direct
competitors include both national chains and numerous privately operated local
restaurants. Competition in this segment is based primarily upon food quality,
price, restaurant ambiance, service and location. While Moranzo believes that
its proposed restaurants would be distinctive in design and operating concept,
other companies may have or develop restaurants that operate with similar
concepts. The restaurant business is often affected by changes in consumer
tastes, national, regional or local economic conditions, demographic trends,
consumer confidence in the economy, discretionary spending priorities, weather
conditions, tourist travel, traffic patterns, and the type, number and location
of competing restaurants. Although Moranzo believes it can compete favorably
with respect to each of these factors, many of its direct and indirect
competitors are well-established and have substantially greater financial,
marketing, personnel and other resources. Management is not aware of any
significant barriers to Moranzo's entry into the restaurant market, however,
Moranzo at this time has no market share of this market.


Sources And Availability Of Raw Materials And The Names Of Principal Suppliers

Management will rely on their combined experience and knowledge in the
restaurant business to arrange for the procurement of its food and supplies. To
ensure freshness and quality, maintain low inventory levels and facilitate the
unique preparation of menu items, Moranzo plans to purchase most of its
ingredients in an unprocessed state. In order to maximize operating efficiencies
and to provide the freshest ingredients for its food products, the management
team of each restaurant would determine the daily quantities of food items
needed and order accordingly. Moranzo's ability to ensure a consistent supply of
high-quality food and supplies at competitive prices depends upon identifying
and maintaining relationships with reliable vendors. We plan to utilize multiple
vendors, competitive bids, long-term contracts and long-term vendor
relationships to ensure availability of products and stability of costs.
International contacts maintained by management will facilitate the importation
of wines and other Italian commodities at favorable cost and exchange rates.
Moranzo hopes to enter into agreements with vendors per its business plan after
raising capital during the first six months of its business plan.

Dependence On One Or A Few Major Customers

Moranzo will not depend on any one or a few major customers. Moranzo intends to
begin its initial operations in La Jolla, California during the first year of
its business plan and expand operations into Los Angeles and San Francisco in
the second year. California is the nation's largest restaurant market with sales
60% higher than either of the next two largest states (Texas and Florida).



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According to the National Restaurant Association's 2000 Industry Forecast,
consumer interest in the variety of tastes and experiences at table-service
restaurants has fueled a resurgence in the full-service restaurant industry.
With full-service sales projected to reach $128.1 billion in 2000 - up 5.9% from
$121 billion in 1999 - the magnitude of the projected sales gain in the past
five years is $31.7 billion or 33%, well ahead of the projected 23% increase for
fast-food. In their 1999 Tableservice Operator Survey, more than 8 out of 10
restauranteurs reported that consumers have higher expectations for both the
quality and consistency of food and service and traditional fine-dining
hallmarks such as freshness of ingredients, quality of service, ambiance and
presentation are areas with increasing customer expectations.

Restaurant industry growth has been led by states in the South and the West,
fueled by strong gains in population, employment and personal income, 18 of the
top 20 states are all located in one of those two regions. With projected
eating-place sales of $30.4 billion, California is expected to lead the nation
in sales volume in 2000. ((C) National Restaurant Association, 2000)

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration

Moranzo has no current plans for any registrations such as patents, trademarks,
copyrights, concessions, royalty agreements or labor contracts. When Moranzo has
sufficient funding, management will seek legal counsel to determine if these
registrations would be in its best interests. We may utilize a franchise
strategy in selected markets. To date, we have not yet established any criteria
to evaluate prospective franchisees.


Need For Government Approval Of Principal Products Or Services

Moranzo's restaurants would be subject to licensing and regulation by state and
local health, sanitation, safety, fire and other authorities. The development
and construction of proposed new restaurant sites would be subject to compliance
with applicable zoning, land use and environmental, traffic and other
regulations. Regulations governing the sale of alcoholic beverages require
licensing by each site (in most cases, on an annual basis) and licenses may be
revoked or suspended for cause at any time. The regulations relate to many
aspects of restaurant operation, including the minimum age of patrons and
employees, hours of operation, advertising, wholesale purchasing, inventory
control and handling, storage and dispensing of alcoholic beverages. The failure
of a restaurant to obtain or retain these licenses would adversely affect the
restaurant's operations. We may also be subject in certain states to "dram-shop"
statutes, which generally provide an injured party recourse against an
establishment that wrongfully serves alcoholic beverages to an intoxicated
person causing the injury. As appropriate, we shall seek to obtain liability
insurance against potential liability.

Moranzo would be subject to federal and state minimum wage laws and other laws
governing overtime, tip credits, working conditions, safety standards, and
hiring and employment practices. Moranzo would also be required to monitor its
facilities for compliance with the Federal Americans With Disabilities Act (ADA)
and related state statutes in order to conform to their requirements. Under the
ADA, we could be required to expend funds to modify our restaurants to make them
more readily accessible to disabled persons, to better provide service to
disabled persons, or to make reasonable accommodation for the employment of
disabled persons.


Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers

The Company has not expended funds for research and development costs since
inception.



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Costs And Effects Of Compliance With Environmental Laws

Environmental regulations have had no materially adverse effect on Moranzo's
operations to date. We would be required to comply with environmental regulation
regarding the disposal of used cooking oil. We are familiar with several
companies (Darling International and Whistler, Inc.) that provide efficient and
ecologically sound ways to dispose of used oils. These companies typically
provide a restaurant with a stainless steel container that is installed inside
the restaurant to receive the spent oil; at pick-up time, the oil is pumped
directly into a tanker truck through an outside valve, so that kitchen
operations are not disrupted. Public interest in the protection of the
environment has increased dramatically in recent years and the trend toward more
expansive and stricter environmental legislation and regulations could continue.
To the extent that laws are enacted or other governmental action is taken that
imposes environmental protection requirements that result in increased costs,
the business and prospects of Moranzo could be adversely affected.


Number Of Total Employees And Number of Full Time Employees

The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring 58 new employees during the next twelve months.


Risks

Investors in Moranzo should be particularly aware of the inherent risks
associated with the company's business plan. These risks include but are not
limited to:

We believe our current cash balance is sufficient to fund minimum operations
through March 2001. Without additional funding we could be only partially
successful in implementing our business plan, or, in a worst case scenario, we
would be out of business entirely. Therefore, shareholders are accepting a high
probability of losing their investment.

We currently do not have sufficient equity to complete our business plan. We
currently have less than one percent of the funds necessary to implement our
complete business plan. Therefore, we must raise an additional ninety nine
percent of our funding through the sale of equity securities in order to
completely fund our future operations. Depending upon the amount of additional
funding we receive, we may be only partially successful or completely
unsuccessful in implementing our business plan, and our shareholders may lose
part or all of their investment.

Our business strategy requires us to raise funds through a private placement.
Without funding, Moranzo could remain as a start-up company with no material
operations, revenues, or profits.

        Although we intend to implement our business plan through the
        foreseeable future and will do our best to mitigate the risks associated
        with the business plan, there can be no assurance that our efforts will
        be successful.

We have no liquidation plans should we be unable to receive funding. Without
funding or assets, Moranzo would not have the ability to return investors' funds
through liquidation procedures.

        Should we be unable to implement our business plan, we would investigate
        all options available to retain value for the shareholders. Among the
        options that would be considered are: acquisition of a unique product or
        service, or a merger or acquisition of another business entity that has
        revenue and/or long-term growth potential. However, there are no pending
        arrangements, understandings or agreements with outside parties for
        acquisitions, mergers or any other material transactions.



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This is the initial stage of our business. Moranzo has no operating history, no
material current operations, and no profits. At this stage of our development,
even with our good faith efforts, our shareholders are accepting a high
probability of losing their investment.

        While we intend to open our restaurants per our business plan, our plan
        may not work. In such a scenario, we could remain as a start-up company
        with no material operations, revenues, or profits. Although management
        has been successful in planning, opening, and operating other Italian
        restaurants and believes their plan for Moranzo will generate revenue
        and profit, there is no guarantee their past experiences will provide
        Moranzo with similar future successes.

Our restaurants may not open, or we may not be able to open our restaurants on a
timely basis. Delays in opening or failure to open planned new restaurants could
result in a material reduction of our revenue and profit.

        We currently anticipate that each new restaurant will take several
        months to reach planned operating levels due to inefficiencies typically
        associated with opening a new restaurant, such as lack of market
        awareness, acceptance of our restaurant concept and time required to
        hire sufficient staff.

Our competitors are well-established and have substantially greater financial,
marketing, personnel and other resources than we do. Should we be unable to
achieve enough customer market share in our industry, we may experience less
revenue than anticipated and a significant reduction in our profit.

        There are many different segments within the restaurant industry that
        are distinguished by types of service, food types and price/value
        relationships. We plan to position our restaurants only in the
        high-quality, full-service Italian food segment of the industry that is
        familiar to our management. Although we believe we will be able to
        compete very favorably in this Italian restaurant segment, there is no
        guarantee we will be successful in attracting enough customers to be a
        competitive force in each of our planned restaurant locations.

We may be unable to attract and retain sufficient qualified personnel needed to
provide a high level of service to our customers. This could lower our revenue
due to customer dissatisfaction. It might also substantially increase our labor
costs and lower profit in the current tight labor marketplace in the U.S.

        Our success and the success of our individual restaurants depend upon
        our ability to attract and retain highly motivated, well qualified
        management personnel, as well as a sufficient number of qualified
        employees, including guest service and culinary staff. Qualified
        individuals needed to fill these positions are in short supply. If we
        encounter substantial problems recruiting and retaining these
        individuals, we could experience delays in the planned opening of a new
        restaurant or increased costs due to higher employee turnover in
        existing restaurants. In addition, while our by- laws allow for
        indemnification of our directors and officers, we currently have no
        individual indemnification agreements protecting company employees.
        Management intends to implement individual indemnification agreements
        protecting employees when Moranzo receives its next funding per its
        business plan. We believe the current indemnification provided by our
        by-laws is sufficient in our start-up phase.

The current officers, Mr. Giovannini and Mr. Bernardoni, are the sole officers
and directors of Moranzo, while, at the same time, they are involved in other
business activities. Moranzo's needs for their time and services could conflict
with their other business activities. This possible conflict of interest could
result in their inability to properly manage Moranzo's affairs, resulting in
Moranzo remaining a start-up company with no material operations, revenues, or
profits.



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        We have not formulated a plan to resolve any possible conflicts that may
        arise. While Moranzo and its sole officers and directors have not
        formally adopted a plan to resolve any potential or actual conflicts of
        interest that exist or that may arise, they have verbally agreed to
        limit their roles in all other business activities to roles of passive
        investors and devote full time services to Moranzo after we raise
        capital of $7,500,000 through the sale of securities through a private
        placement and are able to provide officers' salaries per our business
        plan.

There is no current public market for Moranzo's securities. We have no current
public offering and no proposed public offering of our equity. As our stock is
not publically traded, investors should be aware they probably will be unable to
sell their shares and their investment in our securities is not liquid.

        We plan to file for trading on the OTC Electronic Bulletin Board which
        is sponsored by the National Association of Securities Dealers, the
        NASD. While this could create liquidity for our shareholders through
        public trading by securities dealers, we do not know when we will be
        able to file for trading, and there is no guarantee of trading volume or
        trading price levels sufficient for investors to sell their stock,
        recover their investment in our stock, or profit from the sale of their
        stock.


Reports To Security Holders

We provide an annual report that includes our financial information to our
shareholders. The Company is voluntarily filing this Form 10-KSB in order to
make its financial information equally available to any interested parties or
investors. The Company is subject to the disclosure rules of Regulation S-B for
a small business issuer under the Securities Act of 1933 and the Securities
Exchange Act of 1934. The Company is required to file Form 10-KSB annually and
Form 10-QSB quarterly. In addition, the Company will be required to file Form 8
and other proxy and information statements from time to time as required.

The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.


                                     ITEM 2
                             DESCRIPTION OF PROPERTY

Moranzo's principal executive office address is 566 Port Harwick, Chula Vista,
CA 91913. The principal executive office and telephone number are provided by an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes. We consider our current principal office space arrangement
adequate until we are able to achieve our business plan goal of raising capital
of $7,500,000 and then begin hiring new employees per our business plan.


                                     ITEM 3
                                LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.



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                                     ITEM 4
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended March 31, 2001, there were no
submissions of matters to a vote of security holders.


                                     PART II

                                     ITEM 5
    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
                               SHAREHOLDER MATTERS

The Company was cleared for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD) on March
30, 2001. The OTC Electronic Bulletin Board is a network of security dealers who
buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume information.

As of the date of this filing, there is no public market for the Company's
securities. As of March 31, 2001, the Company had 50 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options. The
Company has no plans to register any of its securities under the Securities Act
for sale by security holders. There is no public offering of equity and there is
no proposed public offering of equity.

                                     ITEM 6
                                PLAN OF OPERATION

Our current cash balance is $1,451. Management believes the current cash balance
is sufficient to fund the current minimum level of operations through June 2001,
however, in order to advance our business plan we must raise capital through the
sale of equity securities. To date, we have sold $5,900 in equity securities.
Sales of our equity securities have allowed us to maintain a positive cash flow
balance.

During the next two years, we plan to take the following business plan steps:
during 2001 our goal is to raise capital of $7,500,000 through the sale of
common stock in a private placement, during 2002 our goals include expenditures
of $2,870,000 to include construction of our first restaurant site, leasehold
improvements, and operating costs. We will only be able to advance our business
plan after we receive capital funding through the sale of equity securities in a
private placement. We believe our proposed private placement will be more
acceptable to investors if our common stock is trading on a stock exchange,
however, there is no assurance that investors share in that belief. In order to
allow public trading of our securities, we filed for trading on the OTC
Electronic Bulletin Board which is sponsored by the National Association of
Securities Dealers, the NASD. After raising capital, we intend to hire
employees, lease restaurant space in La Jolla, California, build-out the site
including the purchase of equipment and furnishings, and begin development of
our operations. We intend to use the equity capital to fund Moranzo's business
plan during the first twelve months as cash flow from sales is not estimated to
begin until year two of the business plan. We will face considerable risk in
each of our business plan steps, difficulty in hiring competent personnel within
our budget, difficulty in securing a suitable restaurant location, and a
shortfall of funding due to our inability to raise capital in the equity
securities market.

Our current business plan provides for funding solely through private placement
investment. We have determined through our experience in business that alternate
sources of business funding include venture capital investment, personal loans
from management, and institutional loans. In the event the we are not successful
in obtaining funding through a private placement, we believe the best
alternative to advance the company's business plan is for management to loan
funds to the company sufficient to maintain a minimum operating level and delay
the business plan steps until such time as private placement investment becomes



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available. Moranzo's officers and directors have not, as of the date of this
filing loaned any funds to the company. There are no formal commitments or
arrangements to advance or loan funds to the company or repay any such advances
or loans. At this time, we believe institutional loans are unavailable to us due
to our development stage nature, and venture capital investment is not
beneficial to the existing shareholders due to the fifty percent or greater
amount of ownership normally required for venture capital funding. Without
necessary cash flow, Moranzo may be dormant during the next twelve months, or
until a time as necessary funds could be raised in the equity securities market.

There are no current plans for additional product research and development.
Moranzo plans to purchase approximately $255,000 in equipment, furnishings,
computers, and software during the next twelve months from proceeds of its
equity security sales. Our business plan provides for an increase of 58
employees during the next twelve months.


                                     ITEM 7
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The required financial statements begin on page F-1 of this document.


                                     ITEM 8
     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL AND
                              FINANCIAL DISCLOSURE


On February 26, 2001, Moranzo was notified of the death of Barry Friedman, the
company's independent auditor.

During the Company's two most recent fiscal years and the subsequent interim
period preceding the death of Mr. Friedman, there were no disagreements between
Moranzo and Mr. Friedman with respect to any matter of accounting principles or
practices, financial statement disclosure or audit scope or procedure. The
report on the company's financial statements prepared by Mr. Friedman for either
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.

On February 26, 2001, Moranzo engaged S. W. Hatfield, CPA as the company's
independent auditor to audit the company's financial statements. Neither the
company nor anyone on its behalf has consulted S.W. Hatfield, CPA during the two
most recent fiscal years regarding any matter for which reporting is required
under Regulation S-B, Item 302 (a) (2) (i) or (ii) and the related instructions.
The decision to engage S. W. Hatfield, CPA was approved by the Board of
Directors.


                             MANAGEMENT'S STATEMENT

The death of Mr. Friedman caused the discontinuance of Mr. Friedman's accounting
and auditing practice. Accordingly, for all periods subsequent to the date of
any of Mr. Friedman's issued audit reports and/or consent statements, there have
been no subsequent event audit procedures performed by Mr. Friedman on the
financial statements of Moranzo, Inc. Additionally, the death of Mr. Friedman
and the discontinuance of his auditing services severely impacts the ability of
investors to sue, and potentially, recover damages from Mr. Friedman for
material misstatements or omissions, if any, in any document filed with the U.S.
Securities and Exchange Commission containing any report or consent issued by
Mr. Friedman, including the financial statements covered in Mr. Friedman's audit
report(s) and/or consent statements.



                                       12
<PAGE>   13

                                 MORANZO, INC.
                         (a development stage company)

                              Financial Statements
                                      and
                                Auditor's Report

                             March 31, 2001 and 2000




                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future(sm)






                                                                             F-1
<PAGE>   14

                                  MORANZO, INC.
                          (a development stage company)

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
   S. W. Hatfield, CPA                                                           F-3
   Barry L. Friedman, CPA                                                        F-4

FINANCIAL STATEMENTS

   Balance Sheets
     as of March 31, 2001 and 2000                                               F-5

   Statements of Operations and Comprehensive Income
     for the years ended March 31, 2001 and 2000 and
     for the period from May 31, 1994 (date of inception)
     through March 31, 2001                                                      F-6

   Statement of Changes in Stockholders' Equity
     for the period from May 31, 1994 (date of
     inception) through March 31, 2001                                           F-7

   Statements of Cash Flows
     for the years ended March 31, 2001 and 2000 and
     for the period from May 31, 1994 (date of inception)
     through March 31, 2001                                                      F-8

   Notes to Financial Statements                                                 F-9
</TABLE>


                                                                             F-2
<PAGE>   15

[S. W. HATFIELD, CPA LETTERHEAD]

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Moranzo, Inc.

We have audited the accompanying balance sheets of Moranzo, Inc. (a Delaware
corporation and a development stage company) as of March 31, 2001 and the
related statements of operations and comprehensive income, changes in
stockholders' equity and cash flows for the year then ended and for the period
from May 31, 1994 (date of inception) through March 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Moranzo, Inc. as of and for the year
ended March 31, 2000 were audited by other auditors whose report was dated
September 1, 2000 and included a paragraph expressing substantial doubt about
Moranzo, Inc.'s ability to continue as a going concern.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Moranzo, Inc. (a development
stage company) as of March 31, 2001 and 2000, and the results of its operations
and its cash flows each of the years then ended and for the period from May 31,
1994 (date of inception) through March 31, 2001, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
since inception and is dependent upon significant shareholders to provide
sufficient working capital to maintain the integrity of the corporate entity.
These circumstances create substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                  S. W. HATFIELD, CPA
Dallas, Texas
April 19, 2001


(secure mailing address)
P.O. Box 820395
Dallas, Texas 75382-0395
214-342-9635 (voice)


                                                                             F-3
<PAGE>   16

                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                             September 1, 2000
Moranzo, Inc.
Chula Vista, California

       I have audited the accompanying balance sheet of Moranzo, Inc. (A
Development Stage Company) as of March 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the year ended
March 31, 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

       I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Moranzo, Inc. (A Development
Stage Company) as of March 31, 2000, and the related statements of operation,
stockholders' equity and cash flows for the year ended March 31, 2000, in
conformity with generally accepted accounting principles.

       The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
the notes to the financial statements. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ BARRY L. FRIEDMAN

Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414

                             MANAGEMENT'S STATEMENT

On February 26, 2001, the Company was notified of the death of Barry L,
Friedman, CPA. This event caused the discontinuance of Mr. Friedman's accounting
and auditing practice. Accordingly, for all periods subsequent to the date of
any of Mr. Friedman's issued audit reports and/or consent statements, there have
been no subsequent event audit procedures performed by Mr. Friedman on the
financial statements of Moranzo, Inc. Additionally, the death of Mr. Friedman
and the discontinuance of his auditing services severely impacts the ability of
investors to sue and, potentially, recover damages from Mr. Friedman for
material misstatements or omissions, if any, in any document filed with the U.
S. Securities and Exchange Commission containing any report or consent issued by
Mr. Friedman, including the financial statements covered in Mr. Friedman's audit
report(s) and/or consent statements.


                                                                             F-4
<PAGE>   17

                                  MORANZO, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                             March 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                               March 31,         March 31,
                                                               ---------         ---------
                                                                 2001               2000
                                                               --------           --------
<S>                                                            <C>                <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                   $  1,451           $  5,900
                                                               --------           --------

     TOTAL CURRENT ASSETS                                         1,451              5,900
                                                               --------           --------

TOTAL ASSETS                                                   $  1,451           $  5,900
                                                               ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable - trade                                    $     --           $     --
                                                               --------           --------

     TOTAL CURRENT LIABILITIES                                       --                 --
                                                               --------           --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock - $0.001 par value
     50,000,000 shares authorized
     9,520,000 shares issued and
     outstanding, respectively.                                   9,520              9,520
   Additional paid-in capital                                     2,380              2,380
   Deficit accumulated during the development phase             (10,449)            (6,000)
                                                               --------           --------

     TOTAL STOCKHOLDERS' EQUITY                                   1,451              5,900
                                                               --------           --------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                        $  1,451           $  5,900
                                                               ========           ========
</TABLE>


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


                                                                             F-5
<PAGE>   18

                                  MORANZO, INC.
                          (a development stage company)
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                     Years ended March 31, 2001 and 2000 and
       Period from May 31, 1994 (date of inception) through March 31, 2001


<TABLE>
<CAPTION>
                                                                                          Period from
                                                                                          May 31, 1994
                                                                                      (date of inception)
                                                Year ended            Year ended            through
                                                 March 31,             March 31,            March 31,
                                                    2001                  2000                2001
                                                -----------           ----------      -------------------
<S>                                             <C>                   <C>             <C>
REVENUES                                        $        --           $       --          $        --
                                                -----------           ----------          -----------

OPERATING EXPENSES
   General and administrative expenses                4,449                   --               10,449
                                                -----------           ----------          -----------

     TOTAL OPERATING EXPENSES                         4,449                   --               10,449
                                                -----------           ----------          -----------

LOSS FROM OPERATIONS                                 (4,449)                  --              (10,449)

OTHER INCOME                                             --                   --                   --
                                                -----------           ----------          -----------

LOSS BEFORE PROVISION
   FOR INCOME TAXES                                  (4,449)                  --              (10,449)

PROVISION FOR INCOME TAXES                               --                   --                   --
                                                -----------           ----------          -----------

NET LOSS                                             (4,449)                  --              (10,449)

OTHER COMPREHENSIVE INCOME                               --                   --                   --
                                                -----------           ----------          -----------

COMPREHENSIVE LOSS                              $    (4,449)          $       --          $   (10,449)
                                                ===========           ==========          ===========

Net loss per weighted-average
   share of common stock
   outstanding, calculated on
   Net Loss - basic and fully diluted                   nil                  nil                  nil
                                                ===========           ==========          ===========

Weighted-average number
   of shares of common
   stock outstanding                              9,520,000            9,520,000            9,520,000
                                                ===========           ==========          ===========
</TABLE>


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


                                                                             F-6
<PAGE>   19

                                  MORANZO, INC.
                          (a development stage company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       Period from May 31, 1994 (date of inception) through March 31, 2001


<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      accumulated
                                               Common Stock            Additional     during the
                                         ------------------------       paid-in       development
                                           Shares         Amount        capital          phase           Total
                                         ---------      ---------      ----------     -----------      ---------
<S>                                      <C>            <C>            <C>            <C>              <C>
BALANCES AT MAY 31, 1994                        --      $      --      $      --       $      --       $      --
Shares issued for services
   on May 31, 1994                           2,000              2            198              --             200
Effect of 80 for 1 forward
   stock split on March 15, 2000           158,000            158           (158)             --              --
Net loss for the year                           --             --             --            (200)           (200)
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 1995                 160,000            160             40            (200)             --
Net loss for the year                           --             --             --              --              --
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 1996                 160,000            160             40            (200)             --
Net loss for the year                           --             --             --              --              --
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 1997                 160,000            160             40            (200)             --
Shares issued for services
   on March 15, 1998                        58,000             58          5,742              --           5,800
Effect of 80 for 1 forward
   stock split on March 15, 2000         4,582,000          4,582         (4,582)             --              --
Net loss for the year                           --             --             --          (5,800)         (5,800)
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 1998               4,800,000          4,800          1,200          (6,000)             --
Private placement of common
   stock on June 30, 1998                   59,000             59          5,841              --           5,900
Effect of 80 for 1 forward
   stock split on November 30, 2000      4,661,000          4,661         (4,661)             --              --
Net loss for the year                           --             --             --              --              --
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 1999               9,520,000          9,520          2,380          (6,000)          5,900
Net loss for the year                           --             --             --              --              --
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 2000               9,520,000          9,520          2,380          (6,000)          5,900
Net loss for the year                           --             --             --          (4,449)         (4,449)
                                         ---------      ---------      ---------       ---------       ---------

BALANCES AT MARCH 31, 2001               9,520,000      $   9,520      $   2,380       $ (10,449)      $   1,451
                                         =========      =========      =========       =========       =========
</TABLE>


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


                                                                             F-7
<PAGE>   20

                                  MORANZO, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                     Years ended March 31, 2001 and 2000 and
       Period from May 31, 1994 (date of inception) through March 31, 2001


<TABLE>
<CAPTION>
                                                                                    Period from
                                                                                    May 31, 1994
                                                                                 (date of inception)
                                               Year ended         Year ended          through
                                                March 31,          March 31,          March 31,
                                                  2001               2000              2001
                                               ----------         -----------    -------------------
<S>                                            <C>                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                      $ (4,449)         $        --         $(10,449)
   Adjustments to reconcile net loss
     to net cash provided by operating
     activities
       Depreciation                                   --                   --               --
       Common stock issued for services               --                   --            6,000
                                                --------          -----------         --------

NET CASH USED IN OPERATING ACTIVITIES             (4,449)                  --           (4,449)
                                                --------          -----------         --------


CASH FLOWS FROM INVESTING ACTIVITIES                  --                   --               --
                                                --------          -----------         --------


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from sales of common stock                --                   --            5,900
                                                --------          -----------         --------

NET CASH USED IN FINANCING ACTIVITIES                 --                   --            5,900
                                                --------          -----------         --------

INCREASE (DECREASE) IN CASH                       (4,449)                  --            1,451

Cash at beginning of period                        5,900                   --               --
                                                --------          -----------         --------

CASH AT END OF PERIOD                           $  1,451          $        --         $  1,451
                                                ========          ===========         ========

SUPPLEMENTAL DISCLOSURE OF
   INTEREST AND INCOME TAXES PAID
     Interest paid for the period               $     --          $        --         $     --
                                                ========          ===========         ========
     Income taxes paid for the period           $     --          $        --         $     --
                                                ========          ===========         ========
</TABLE>


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


                                                                             F-8
<PAGE>   21

                                  MORANZO, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Moranzo, Inc. (Company) was incorporated on May 31, 1994 in accordance with the
laws of the State of Delaware. The Company was formed for the purpose of
developing a chain of full-service, white tablecloth Italian restaurants serving
creatively prepared, premium quality cuisine based on authentic Italian regional
recipes. The Company has had no substantial operations or substantial assets
since inception.

Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no significant
operating revenues and has incurred cumulative operating losses of approximately
$10,500. Accordingly, the Company may become dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. As of the date of this filing,
management and significant shareholders have verbally committed, if necessary,
to provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity.

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of March 31.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and 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.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Cash and cash equivalents

       The Company considers all cash on hand and in banks, including accounts
       in book overdraft positions, certificates of deposit and other
       highly-liquid investments with maturities of three months or less, when
       purchased, to be cash and cash equivalents.

2.     Research and development expenses

       Research and development expenses are charged to operations as incurred.

3.     Advertising expenses

       Advertising and marketing expenses are charged to operations as incurred.

4.     Income Taxes

       The Company utilizes the asset and liability method of accounting for
       income taxes. At March 31, 2001 and 2000, the deferred tax asset and
       deferred tax liability accounts, as recorded when material, are entirely
       the result of temporary differences. Temporary differences represent
       differences in the recognition of assets and liabilities for tax and
       financial reporting purposes, primarily accumulated depreciation and
       amortization. As of March 31, 2001 and 2000, respectively, the deferred
       tax asset is related solely to the Company's net operating loss
       carryforward and is fully reserved.


                                                                             F-9
<PAGE>   22

                                  MORANZO, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

5.     Earnings (loss) per share

       Basic earnings (loss) per share is computed by dividing the net income
       (loss) by the weighted-average number of shares of common stock and
       common stock equivalents (primarily outstanding options and warrants).
       Common stock equivalents represent the dilutive effect of the assumed
       exercise of the outstanding stock options and warrants, using the
       treasury stock method. The calculation of fully diluted earnings (loss)
       per share assumes the dilutive effect of the exercise of outstanding
       options and warrants at either the beginning of the respective period
       presented or the date of issuance, whichever is later. As of March 31,
       2001 and 2000, respectively, the Company had no warrants and/or options
       outstanding.


NOTE C - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.


NOTE D - INCOME TAXES

The components of income tax (benefit) expense for the years ended March 31,
2001 and 2000 and for the period from May 31, 1994 (date of inception) through
March 31, 2001, respectively, are as follows:

<TABLE>
<CAPTION>
                    March 31,        March 31,
                      2001              2000          Cumulative
                    --------         --------         ----------
<S>                 <C>              <C>              <C>
Federal:
  Current            $    --          $    --          $    --
  Deferred                --               --               --
                     -------          -------          -------
                          --               --               --
                     -------          -------          -------
 State:
   Current                --               --               --
   Deferred               --               --               --
                     -------          -------          -------
                          --               --               --
                     -------          -------          -------

   Total             $    --          $    --          $    --
                     =======          =======          =======
</TABLE>

As of March 31, 2001, the Company has a net operating loss carryforward of
approximately $10,500 to offset future taxable income. Subject to current
regulations, this carryforward will begin to expire in 2014. The amount and
availability of the net operating loss carryforwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate; continuity of historical business; and subsequent income of
the Company all enter into the annual computation of allowable annual
utilization of the carryforwards.


                                                                            F-10
<PAGE>   23

                                  MORANZO, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - INCOME TAXES - CONTINUED

The Company's income tax expense for the years ended March 31, 2001 and 2000 and
for the period from May 31, 1994 (date of inception) through March 31, 2001,
respectively, are as follows:

<TABLE>
<CAPTION>
                                                             March 31,        March 31,
                                                               2001              2000          Cumulative
                                                             -------          --------         ----------
<S>                                                          <C>              <C>              <C>
Statutory rate applied to loss before income taxes           $(1,513)          $    --          $(3,553)
Increase (decrease) in income taxes resulting from:
    State income taxes                                            --                --               --
    Other, including reserve for deferred tax asset            1,513                --            3,553
                                                             -------           -------          -------

      Income tax expense                                     $    --           $    --          $    --
                                                             =======           =======          =======
</TABLE>

Temporary differences, consisting primarily of statutory deferrals of expenses
for organizational costs and statutory differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2001 and 2000, respectively:

<TABLE>
<CAPTION>
                                           March 31,         March 31,
                                              2001              2000           Cumulative
                                           --------          ---------         ----------
<S>                                        <C>               <C>               <C>
Deferred tax assets
  Net operating loss carryforwards          $ 3,553           $ 2,040           $ 3,553
  Less valuation allowance                   (3,553)           (2,040)           (3,553)
                                            -------           -------           -------

Net Deferred Tax Asset                      $    --           $    --           $    --
                                            =======           =======           =======
</TABLE>


NOTE E - COMMON STOCK TRANSACTIONS

On June 19, 2000, the Company amended its Certificate of Incorporation to allow
for the issuance of up to 50,000,000 shares of $0.001 par value common stock
from the originally authorized amount of 20,000,000 shares of $0.00001 par value
common stock. The effect of this change is reflected in the accompanying
financial statements as of the first day of the first period presented.

On March 15, 2000, the Company's Board of Directors approved and implemented an
80 for 1 forward stock split on the issued and outstanding shares of common
stock. This action caused the issued and outstanding shares to increase from
119,000 to 9,520,000. The effect of this action is reflected in the accompanying
financial statements as of the first day of the first period presented.


                                                                            F-11
<PAGE>   24

                                    PART III

                                     ITEM 9
                    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
                               AND CONTROL PERSONS

The Directors and Officers of Moranzo, all of those whose one year terms will
expire 5/20/01, or at such a time as their successors shall be elected and
qualified are as follows:

<TABLE>
<CAPTION>
Name & Address               Age    Position       Date First Elected   Term Expires
--------------               ---    --------       ------------------   ------------
<S>                          <C>    <C>            <C>                  <C>
Carlo Giovannini             67     President,              6/15/94          5/20/01
566 Port Harwick                    Director
Chula Vista, CA 91913

Roberto Bernardoni           54     Secretary,              6/15/94          5/20/01
566 Port Harwick                    Treasurer,
Chula Vista, CA 91913               Director
</TABLE>

Each of the foregoing persons may be deemed a "promoter" of Moranzo, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.


Resumes

Carlo Giovannini

1991 - Present Manager and shareholder of Trattoria La Strada Restaurants, San
               Diego, California. Responsible for purchasing, supervision of
               office, bar and food service managers, staff training programs,
               advertising, new restaurant site selection, new restaurant
               construction - interior design - leasehold improvements.
               Implemented customer satisfaction, public relations, and regional
               restaurant "best of" contest programs that have earned La Strada
               restaurants consistent top food and top overall Italian
               restaurant awards in Southern California regional contests every
               year since 1991.

1991 - Present Board of directors member and shareholder, Becar Corporation, San
               Diego, California. The Company imports Italian marble, granite,
               and furniture for sale throughout the United States.



                                       13
<PAGE>   25

Roberto Bernardoni

1991 - Present Chef and shareholder of Trattoria La Strada Restaurants, San
               Diego, California. Responsible for implementation of culinary
               design, creation and implementation of new menu dishes, managing
               all kitchen personnel, cuisine quality control, daily menu food
               selections. Originally from Florence, Italy, his speciality is
               Tuscan cuisine solely in an up-scale meal price range. Designed
               and manages a "just in time delivery" food inventory system and
               daily advance baking and pasta preparation systems in order to
               serve only fresh food each day. The inventory system utilizes
               daily computerized inventory updates and automated purchasing
               systems linked with local food and beverage providers in order to
               maintain minimum inventory levels through six days per week
               deliveries.


                                     ITEM 10
                             EXECUTIVE COMPENSATION

Moranzo's current officers receive no compensation.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name &                                   Other
principle                               (annual    Restricted      Options                All other
position      Year    Salary  Bonus     compen-      stock          SARs      LTIP         compen-
                       ($)     ($)     sation($)    awards($)       ($)      Payouts      sation ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>    <C>     <C>           <C>           <C>      <C>            <C>
C Giovannini   1998     -0-    -0-        -0-        2,900            -0-      -0-            -0-
President      1999     -0     -0-        -0-           -0-           -0-      -0-            -0-
               2000     -0     -0-        -0-           -0-           -0-      -0-            -0-

R Bernardoni   1998     -0-    -0-        -0-        2,900            -0-      -0-            -0-
Sec. - Tres.   1999     -0     -0-        -0-           -0-           -0-      -0-            -0-
               2000     -0     -0-        -0-           -0-           -0-      -0-            -0-
</TABLE>

There are no current employment agreements between Moranzo and its executive
officers.

The shareholders agreed to pay Mr. Giovannini, for administrative services,
1,000 shares of Moranzo's common stock on May 31, 1994, valued at $100. The
stock was arbitrarily valued by the shareholders. The shareholders agreed to pay
Mr. Giovannini 29,000 shares for administrative services on March 15, 1998. The
stock was valued at the price unaffiliated investors paid for stock sold by
Moranzo, $.10 per share. On March 15, 2000, 2,370,000 shares of Moranzo's common
stock were issued to him per an 80 for 1 stock split.

The Board agreed to pay Mr. Bernardoni, for administrative services, 1,000
shares of Moranzo's common stock on May 31, 1994, valued at $100. The stock was
arbitrarily valued by the shareholders. The shareholders agreed to pay Mr.
Bernardoni 29,000 shares for administrative services on March 15, 1998. The
stock was valued at the price unaffiliated investors paid for stock sold by
Moranzo, $.10 per share. On March 15, 2000, 2,370,000 shares of Moranzo's common
stock were issued to him per an 80 for 1 stock split.

The terms of these stock issuances were as fair to Moranzo, in the Board's
opinion, as could have been made with an unaffiliated third party.



                                       14
<PAGE>   26

The officers currently devote an immaterial amount of time to manage the affairs
of Moranzo. The Directors and Principal Officers have agreed to work with no
remuneration until we receive sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration for key personnel based upon such factors as positive
cash flow to include stock sales, restaurant sales, estimated cash expenditures,
accounts receivable, accounts payable, notes payable, and a cash balance of not
less than $25,000 at each month end. When positive cash flow reaches $25,000 at
each month end and appears sustainable the board of directors will readdress
compensation for key personnel and enact a plan at that time which will that
benefits Moranzo as a whole. At this time, we cannot accurately estimate when
sufficient revenues will occur to implement this compensation, or the exact
amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.


                                     ITEM 11
                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The following table sets forth information on the ownership of Moranzo's voting
securities by Officers, Directors and major shareholders as well as those who
own beneficially more than five percent of Moranzo's common stock through the
most current date - March 31, 2001:

<TABLE>
<CAPTION>
Title Of Name                                         Amount &         Percent
& Class        Address                             Nature of owner      Owned
-----          -------                             ---------------      -----
<S>            <C>                           <C>                  <C>
Common         Carlo Giovannini                    2,400,000            25.5%
               566 Port Harwick
               Chula Vista, CA 91913

Common         Roberto Bernardoni                  2,400,000            25.5%
               566 Port Harwick
               Chula Vista, CA 91913

Total Shares Owned by Officers & Directors
As a Group                                         4,800,000            51%
</TABLE>


(A)     Mr. Giovannini received for administrative services 1,000 shares of
        Moranzo's common stock on May 31, 1994. He received for administrative
        services 29,000 shares of Moranzo's common stock on March 15, 1998.
        2,370,000 shares of Moranzo's common stock were issued to him per an 80
        for 1 forward stock split on March 15, 2000.

(B)     Mr. Bernardoni received for administrative services 1,000 shares of
        Moranzo's common stock on May 31, 1994. He received for administrative
        services 29,000 shares of Moranzo's common stock on March 15, 1998.
        2,370,000 shares of Moranzo's common stock were issued to him per an 80
        for 1 forward stock split on March 15, 2000.



                                       15
<PAGE>   27

                                     ITEM 12
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr.
Bernardoni, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.


                                     ITEM 13
        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        Exhibits:  None

        Reports filed on Form 8-K:

                      A.  Change in Certifying Accountant

        Reports required to be filed by Regulation S-X:  None


                                   SIGNATURES


Pursuant to the requirements of Section 13 and 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.


                                     Moranzo, Inc.




Date    April 24, 2001           By   /s/ Carlo Giovannini
                                     --------------------------
                                     Carlo Giovannini, President & Director



Date    April 24, 2001           By   /s/ Roberto Bernardoni
                                     ---------------------------------
                                     Roberto Bernardoni, Secretary, Treasurer &
                                     Director