**UNITEDSTATES**

**SECURITIES ANDEXCHANGE COMMISSION**

**Washington, D.C.20549**

**Form 10 - K/A**

(Mark One)

[ x ]    ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934

For the Fiscal Period year ended November 30, 2009

[    ]    TRANSITIONREPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to___________________

 

Commissionfilenumber: **000-51976**

**MonzaVenturesInc.**

**----------------------------------------------**

(Exact name of smallbusiness issuer as specified in its charter)

| **Nevada**                                                     | **N/A**                 |
|----------------------------------------------------------------|-------------------------|
| (State or other jurisdiction of incorporation or organization) | (IRS			Employer Number) |

 

**1018Huguang Rd.,Chang Chung, China, 130012**

----------------------------------------------------------

(Address ofprincipal executive office)

**949-419-6588**

----------------------------------

(Issuer'stelephonenumber)

 

**n/a****-----------------**

(Formername, formeraddress and former fiscal year, if changed since last report)

 

Indicate by check mark if the registrant is awell-knownseasoned issuer, as defined in Rule 405 of the Securities Act:

Yes o No x

Indicate by check mark if the registrant is notrequired tofile reports pursuant to Section 13 or Section 15(d) of the Act:

Yes o No x

Indicate by check mark whether the registrant (1) hasfiledall reports required to be filed by Section 13 or 15(d) of theSecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days:

Yes x No o

Indicate by check mark if disclosure of delinquentfilerspursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of the registrant's knowledge, in definitiveproxy orinformation statements incorporated by reference in Part III of thisForm 10-Kor any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is alargeaccelerated filer, an accelerated filer, a non-accelerated filer, or asmallerreporting company. See the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of theExchange Act:

Large accelerated filer o Accelerated filer o 

Non-accelerated filer o Smaller reporting company x 

(Do not check if a smaller reporting company) 

Indicate by check mark whether the registrant is ashellcompany (as defined in Rule 12b-2 of the Exchange Act):

Yes x   No o

The aggregate market value of Monza's Common Stockowned bynon-affiliates as of February 28, 2010 was $9,075,000.

Number of shares of each class of Monza Ventures'capitalstock outstanding as of February 28, 2010: 10,500,000 shares of commonstock

 

1

 

 

**MonzaVenturesInc.**

**FORM10-K/A**

November30, 2009Annual Report on Form 10-K

Table ofContents

 

*Part I*

Item 1.       Description of Business

Item 1A.     Risk Factors

Item 1B.     Unresolved StaffComments

Item 2.       Description of Property

Item 3.       Legal Proceedings

Item 4.       Submission of Matters to a vote of SecurityHolders

*Part II*

Item 5.       Market for Registrant's Common Equity andRelated Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.       Selected Financial Data

Item 7.       Management's Discussion and Analysis ofFinancial Condition and the Results of Operations

Item 7A.    Quantitative andQualitative Disclosures AboutMarket Risk

Item 8.       Financial Statements and Supplementary Data

Item 9.       Changes In and Disagreements with Accountantson Accounting and Financial Disclosure

Item 9A.     Controls andProcedures

Item 9B.     Other Information

*Part III*

Item 10.      Directors, Executive Officers, Promoters andControl Persons; Compliance with Section 16(a) of the Exchange Act

Item 11.      ExecutiveCompensation

Item 12.      SecurityOwnership of Certain Beneficial Ownersand Management and Related Stockholder Matters

Item 13.      Exhibitsand Financial Statements Schedules

Item 14.      PrincipalAccountants Fees and Services

Signatures

**Explanatory Note**

Certaininformationrequired by Part II, Item 8 of Form 10-K was inadvertently omitted fromourreport on Form 10-K filed on March 1, 2010.  The omittedinformation is filedherewith and provided below as required.

 

2

 

FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ONFORM10-K, OR THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESEFORWARD-LOOKINGSTATEMENTS INCLUDE, BUT ARE  NOT LIMITED TO, STATEMENTS ABOUT THEPLANS,OBJECTIVES, EXPECTATIONS AND INTENTIONS OF MONZA VENTURES INC., A NEVADACORPORATION AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOTHISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTERINCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION, OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERSAND OTHERPUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWNRISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUALRESULTS,PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THEFUTURERESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSEDORIMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS AREBASED UPONMANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOSTRECENTRESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT,""ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" ANDSIMILAREXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKINGSTATEMENTS,BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS ANDUNCERTAINTIES. THEREARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFERMATERIALLY FROMTHOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,INCLUDING OURPLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS.

 

**About Our Company**

Monza Ventures Inc. ("Monza") intends to commenceoperationsas an e-commerce retailer which will offer for sale overstockedinventory itemsfrom factories in China over the internet. The initial region we plan to marketour website to is North America. We currently have signed a contractwith aCanadian business development firm to create and develop our website,foreignbargins.com. Our website will contain a wide variety ofoverstocked goodsfrom Chinese factories. Items that can be found on our website will varydepending on what items are over produced by the Chinese factories. Wecurrentlydo not have any contracts, agreements, or understandings with anymanufacturesin China.

We expect that our website will reach the beta phaseofdevelopment by the end of December  2010. We currently have notadvanced beyondthe business plan state from our inception until the date of thisfiling. Inorder for us to begin commercialization of our product, we will need toraiseadditional capital. We currently do not have a specific plan to raisethesefunds. During September of 2005, we received initial funding through the sale ofcommon stock to investors. We do not intend to open any new stores;enter intoany type of new business; or, purchase equipment or other assets in thenexttwelve month period following the date of this prospectus. Frominception untilthe date of this filing, we have had no material operating activities.Ourcurrent cash balance is $333. We anticipate that our current cashbalance willnot satisfy our cash needs for the following twelve-month period.  

We plan to commence operations as an e-commerce retailer that allowscustomers to purchase overstocked inventory items from factories inChina. Theinitial region that we plan to market our website to is North America.Ourwebsite will contain a wide variety of overstocked goods from Chinesefactories.Items that can be found on our website will vary depending on what items areover produced by the Chinese factories. As of the date of thisprospectus, we dohave any contracts, agreements, and understandings with anymanufacturers inChina. We have currently signed a contract with a Canadian businessdevelopmentfirm to help us create and develop our website. We are planning to haveourwebsite fully developed and running by the end of December 2010.

This is the initial stage of our business. *From inception until the date of this filing,we have had no material operating activities. Our current cash balanceis $333as of November 30, 2009. We anticipate that our current cash balancewill notsatisfy our cash needs for the following twelve-month period. There canbe noassurance that we will be successful in finding financing, or even iffinancingis found, that we will be successful in achieving profitable operations.*

*Our principal executiveoffices are located at 202 - 351 No. 13 Mai ZiDian Zao Ying Bei Li,ChaoyangDistrict, Beijing, 100024 and our telephone number is 949-419-6588. Ourfiscalyear end is November 30th.*

*Purchase of Significant Equipment*

We do not intend to purchase any significant equipment overthe twelve months ending November 30, 2010.

*Revenue*

As of the date of this filing, we have not generatedanyrevenues, as we have had no operational activities.

*Insurance*

Currently, we have no insurance coverage

*Employees*

Currently our only employees are our directors andofficers.We do not expect any material changes in the number of employees overthe next12 month period. We do and will continue to outsource contractemployment asneeded. However, with project advancement and if we are successful inourinitial and any subsequent operations, we may retain additionalemployees.

**Item 1A:     Risk Factors**

In addition to the other information in this report and our otherfilingswith the SEC, you should carefully consider the risks described below.Theserisks are not the only ones facing us. Additional risks anduncertainties notpresently known to us or that we currently believe to be immaterial mayalsoimpair our business operations. If any of the following risks occur, ourbusiness, financial condition or operating results could be materiallyandadversely affected. 

Risks associated with Monza Ventures Inc.:

*Because our auditors have issued a going concernopinion,there is substantial uncertainty we will continue activities in whichcase youcould lose your investment.*

Our auditors have issued a going concern opinion. This meansthat there is substantial doubt that we can continue as an ongoingbusiness forthe next twelve months. As such we may have to cease activities and youcouldlose your investment.

*Because we have not yet commenced operations weface ahigh risk of business failure.*

We were incorporated on September 6, 2005 and to datehavebeen involved primarily in organizational activities. As of the date ofthisfiling, we have not earned any revenues. Accordingly, you can evaluateourbusiness, and therefore our future prospects, based only on a limitedoperatinghistory. Potential investors should be aware of the difficultiesnormallyencountered by development stage companies and the high rate of failurefor suchenterprises.

*If we are not able to effectively respond tocompetition,our business may fail.*

There will be many companies in this e-commerceindustry thatwill compete with us. Most of these competitors have establishedbusinesses withreturning customers. We will attempt to compete against these groups byofferinga higher quality of products and services to our customers. However, wecannotassure you that such a strategy will be successful, or that competitorswill notcopy our business strategy. Our inability to achieve sales and revenuesdue tocompetition will have an adverse effect on our business operations andfinancialcondition.

*Because all of our assets and our officers anddirectorsare located outside the United States of America, it may be difficultfor aninvestor to enforce within the United States any judgments obtainedagainst usor any of our officers and directors.*

All of our assets are located outside of the UnitedStates andwe do not currently maintain a permanent place of business within theUnitedStates. In addition, our directors and officers are nationals and/orresidentsof countries other than the United States, and all or a substantialportion ofsuch persons' assets are located outside the United States. As a result, it maybe difficult for an investor to effect service of process or enforcewithin theUnited States any judgments obtained against us or our officers ordirectors,including judgments predicated upon the civil liability provisions ofthesecurities laws of the United States or any state thereof. In addition,there isuncertainty as to whether the courts of China and other jurisdictionswouldrecognize or enforce judgments of United States courts obtained againstus orour director and officer predicated upon the civil liability provisionsof thesecurities laws of the United States or any state thereof, or becompetent tohear original actions brought in China or other jurisdictions against us or ourdirector and officer predicated upon the securities laws of the UnitedStates orany state thereof.

*Because our management only has limited technicaltrainingor experience in starting, and operating an e-commerce operation,management'sdecisions and choices may not take into account standard e-commerce ormanagerial approaches e-commerce companies commonly use. As a result, we mayhave to suspend or cease activities which will result in the loss ofyourinvestment.*

Our management has limited experience with exploringfor,starting, and operating a e-commerce business. Further, our managementhas nodirect training or experience in these areas and as a result may not befullyaware of many of the specific requirements related to working within theindustry. Management's decisions and choices may not take into accountstandardor managerial approaches e-commerce companies commonly use. Consequently ouractivities, earnings and ultimate financial success could sufferirreparableharm due to management's lack of experience in this industry. As aresult we mayhave to suspend or cease activities which will result in the loss ofyourinvestment.

*Because we do not maintain any insurance, if ajudgment isrendered against us, we may have to cease operations.*

We do not maintain any insurance and do not intend tomaintaininsurance in the future. Because we do not have any insurance, if we are made aparty to a lawsuit, we may not have sufficient funds to defend thelitigation.In the event that we do not defend the litigation or a judgment isrenderedagainst us, we may have to cease operations.

***Risks Associated with Our Common Stock***

*Trading in our common shares on the OTC BulletinBoard islimited and sporadic making it difficult for our shareholders to selltheirshares or liquidate their investments.*

Our common shares are currently listed for publictrading onthe OTC Bulletin Board. The trading price of our common shares has beensubjectto wide fluctuations. Trading prices of our common shares may fluctuateinresponse to a number of factors, many of which will be beyond ourcontrol. Thestock market has generally experienced extreme price and volumefluctuationsthat have often been unrelated or disproportionate to the operatingperformanceof companies with no current business operation. There can be noassurance thattrading prices and price earnings ratios previously experienced by ourcommonshares will be matched or maintained. These broad market and industryfactorsmay adversely affect the market price of our common shares, regardlessof ouroperating performance. 

In the past, following periods of volatility in themarketprice of a company's securities, securities class-action litigation hasoftenbeen instituted. Such litigation, if instituted, could result insubstantialcosts for us and a diversion of management's attention and resources. 

*Our stock is a penny stock. Trading of our stockmay berestricted by the SEC's penny stock regulations which may limit astockholder'sability to buy and sell our stock.*

Our stock is a penny stock. The Securities andExchangeCommission has adopted Rule 15g-9 which generally defines "penny stock"to beany equity security that has a market price (as defined) less than $5.00 pershare or an exercise price of less than $5.00 per share, subject tocertainexceptions. Our securities are covered by the penny stock rules, whichimposeadditional sales practice requirements on broker-dealers who sell topersonsother than established customers and "accredited investors". The term"accredited investor" refers generally to institutions with assets inexcess of$5,000,000 or individuals with a net worth in excess of $1,000,000 orannualincome exceeding $200,000 or $300,000 jointly with their spouse. Thepenny stockrules require a broker-dealer, prior to a transaction in a penny stocknototherwise exempt from the rules, to deliver a standardized riskdisclosuredocument in a form prepared by the SEC which provides information aboutpennystocks and the nature and level of risks in the penny stock market. Thebroker-dealer also must provide the customer with current bid and offerquotations for the penny stock, the compensation of the broker-dealerand itssalesperson in the transaction and monthly account statements showingthe marketvalue of each penny stock held in the customer's account. The bid andofferquotations, and the broker-dealer and salesperson compensationinformation, mustbe given to the customer orally or in writing prior to effecting thetransactionand must be given to the customer in writing before or with thecustomer'sconfirmation. In addition, the penny stock rules require that prior to atransaction in a penny stock not otherwise exempt from these rules; thebroker-dealer must make a special written determination that the pennystock isa suitable investment for the purchaser and receive the purchaser'swrittenagreement to the transaction. These disclosure requirements may have the effectof reducing the level of trading activity in the secondary market forthe stockthat is subject to these penny stock rules. Consequently, these pennystockrules may affect the ability of broker-dealers to trade our securities.Webelieve that the penny stock rules discourage investor interest in andlimit themarketability of our common stock. 

*The Financial Industry Regulatory Authority, orFINRA, hasadopted sales practice requirements which may also limit a stockholder's abilityto buy and sell our stock.*

In addition to the "penny stock" rules describedabove, FINRAhas adopted rules that require that in recommending an investment to acustomer,a broker-dealer must have reasonable grounds for believing that theinvestmentis suitable for that customer. Prior to recommending speculative lowpricedsecurities to their non-institutional customers, broker-dealers mustmakereasonable efforts to obtain information about the customer's financialstatus,tax status, investment objectives and other information. Underinterpretationsof these rules, FINRA believes that there is a high probability thatspeculativelow priced securities will not be suitable for at least some customers.FINRArequirements make it more difficult for broker-dealers to recommend that theircustomers buy our common stock, which may limit your ability to buy andsell ourstock and have an adverse effect on the market for our shares. 

**Item 2:    Description of Property**

*Executive Offices*

Our principal offices are located at 1018 Huguang Rd., ChangChung, China, 130012, , Beijing, 100024. Our telephone number at ourprincipaloffice is 011-86-43185918321.  We believe that our office space and facilitiesare sufficient to meet our present needs and do not anticipate anydifficultysecuring alternative or additional space, as needed, on terms acceptable to us.

**Item 3:     LegalProceedings**

There are no existing, pending or threatened legal proceedings involving MonzaVentures Inc., or against any of our officers or directors as a resultof theirinvolvement with the Company. 

 

**Item 4:      Submission of Matters to a Vote of Security Holders**

There were no matters submitted to a vote of securityholdersduring the fiscal period ended November 30, 2009.

 

***PARTII***

**Item 5:    Market for Common Equity, Related StockholderMatters and Small Business Issuer Purchases of Equity Securities**

The Company's Common stock is presently listed on theOTCBulletin Board under the symbol "MZAV". Our common stock has been listed on theOTC Bulletin Board since May 2008. 

The following table reflects the high and low bidinformationfor our common stock obtained from Stockwatch and reflects inter-dealerprices,without retail mark-up, markdown or commission, and may not necessarilyrepresent actual transactions.

The high and low bid prices of our common stock for the periodsindicatedbelow are as follows:

| **National Association			of Securities Dealers****OTC Bulletin Board** |
|------------------------------------------------------------------------|
| **Quarter End**                                                        | **High** | **Low** |
| May 31, 2009                                                           | $10.25 | $10.25 |
| August 31st, 2009                                                      | $10.25 | $10.25 |
| November 30, 2009                                                      | $10.25 | $10.25 |

As of November 30, 2009, there were approximately 29stockholders of record of the Company's Common Stock. As of such date,10,500,000 common shares were issued and outstanding.

Our common shares are issued in registered form.SignatureStock Transfer Inc., 2220 Coit Rd, Ste 480, Plano TX, 75075-3762 is theregistrar and transfer agent for our common shares.

The Company has not paid any cash dividends to date,and ithas no intention of paying any cash dividends on its common stock in theforeseeable future. The declaration and payment of dividends is subjectto thediscretion of its Board of Directors. The timing, amount and form ofdividends,if any, will depend on, among other things, results of operations,financialcondition, cash requirements and other factors deemed relevant by theBoard ofDirectors.    

There are no outstanding options or warrants orconvertiblesecurities to purchase our common equity.      

The Company has never issued securities under and does nothave any equity compensation plan.

We did not purchase any of our shares of common stockor othersecurities during our fiscal year ended November 30, 2009.

**Item 6:     Selected FinancialData**

|                          | **As			of**           | **As			of**           | **As			of**           | **As			of**           |
|-------------------------------|-----------------------|-----------------------|-----------------------|-----------------------|
|                          | **November 30, 2009** | **November 30, 2008** | **November 30, 2007** | **November 30, 2006** |
| **Balance Sheet**             |                  |                  |                  |                  |
| Total			Assets                | $333                  | $339                  | $7,976                | $5,490                |
| Total			Liabilities           | $90,105               | $71,405               | $51,596               | $27,685               |
| Stockholders Equity (Deficit) | ($89,772)             | ($71,066)             | $(43,620)             | $(22,195)             |
|                          |                  |                  |                  |                  |
|                          | **For the**           | **For the**           | **For the**           | **From Inception**    |
|                          | **Year ended**        | **Year Ended**        | **Year Ended**        | **to**                |
|                          | **November 30, 2009** | **November 30, 2008** | **November 30, 2007** | **November 30, 2006** |
| **Income Statement**          |                  |                  |                  |                  |
| Revenues                      | $ -                   | $ -                   | $ -                   | $ -                   |
| Total			Expenses              | $21,196               | $30,127               | $23,659               | $23,068               |
| Net			Loss                    | ($21,196)             | ($30,127)             | ($23,659)             | ($23,068)             |
|                          |                  |                  |                  |                  |

 

**Item 7:     Management'sDiscussion and Analysis or Plan ofOperation**

*The following is adiscussion and analysis of our plan of operation for the next year endedNovember 30, 2010, and the factors that could affect our futurefinancialcondition and plan of operation.*

*This discussion andanalysis should be read in conjunction with our financial statements and thenotes thereto included elsewhere in this annual report. Our financialstatementsare prepared in accordance with United States generally acceptedaccountingprinciples. All references to dollar amounts in this section are inUnitedStates dollars unless expressly stated otherwise. Please see our "RiskFactors"for a list of our risk factors.*

*Cash Requirements*

Monza Ventures Inc. was incorporated in the state ofNevada onSeptember 6, 2005. We intend to commence operations as an e-commerceretailerwhich will offer for sale overstocked inventory items from factories inChinaover the internet. The initial region we plan to market our website tois NorthAmerica. We currently have signed a contract with a Canadian businessdevelopment firm to create and develop our website. We expect that ourwebsitewill reach the beta phase of development by the end of December 2010. Wecurrently have not advanced beyond the business plan state from ourinceptionuntil the date of this filing. In order for us to begincommercialization of ourproduct, we will need to raise additional capital. 

We currently have not advanced beyond the businessplan statefrom our inception until the date of this filing. From inception untilthe dateof this filing, we have had no material operating activities. Ourcurrent cashbalance is $333. We anticipate that our current cash balance will notsatisfyour cash needs for the following twelve-month period. There can be noassurancethat we will be successful in finding financing, or even if financing is found,that we will be successful in proceeding with profitable operations.

Not accounting for our working capital deficit of$89,772, werequire additional funds of approximately $25,000 at a minimum toproceed withour plan of operation over the next twelve months, exclusive of anycapitalinvestments. As we do not have the funds necessary to cover ourprojectedoperating expenses for the next twelve month period, we will be required toraise additional funds through the issuance of equity securities,through loansor through debt financing. There can be no assurance that we will besuccessfulin raising the required capital or that actual cash requirements willnot exceedour estimates. 

Our auditors have issued a going concern opinion forthe yearended November 30, 2009. This means that there is substantial doubt that we cancontinue as an on-going business for the next twelve months unless weobtainadditional capital to pay our bills. This is because we have notgenerated anysignificant revenues and no significant revenues are anticipated untilourcommercial operations begin. As we had cash in the amount of $333 and aworkingcapital deficit in the amount of $89,772 as of November 30, 2009, we donot havesufficient working capital to enable us to carry out our stated plan ofoperation for the next twelve months. We will require additional fundstoimplement our operations. These funds may be raised through equityfinancing,debt financing, or other sources, which may result in further dilutionin theequity ownership of our shares. We currently do not have anyarrangements inplace for the completion of any debt financings or private placementfinancingsand there is no assurance that we will be successful in completing anydebtfinancing or private placement financing.

**Estimated Net Expenditures During the NextTwelveMonths**

| 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 annual report, we have notgeneratedany revenues from our business activities.

As of November 30, 2009, our total assets were $333and ourtotal liabilities were $90,105  and we had a working capitaldeficit of $89,772.Our financial statements report a net loss of $21,196 for the year endedNovember 30, 2009, and a net loss of $121,127 for the period fromSeptember 6,2005 (date of incorporation) to November 30, 2009. Our losses haveincreasedprimarily as a result of professional fees and office facility costsincurred.Our net loss from operations decreased to $21,196 for the year endedNovember30, 2009, as compared to $30,127 for the year ended November 30, 2008.

The continuation of our business is dependent uponobtainingfurther financing, a successful implementation of our business plan,and,finally, achieving a profitable level of operations. The issuance ofadditionalequity securities by us could result in a significant dilution in theequityinterests of our current stockholders. Obtaining commercial loans,assumingthose loans would be available, will increase our liabilities and future cashcommitments. 

There are no assurances that we will be able to obtain furtherfunds required for our continued operations. As noted herein, we arepursuingvarious financing alternatives to meet our immediate and long-termfinancialrequirements. 

There can be no assurance that additional financingwill beavailable to us when needed or, if available, that it can be obtained oncommercially reasonable terms. If we are not able to obtain theadditionalfinancing on a timely basis, we will be unable to conduct our operations asplanned, and we will not be able to meet our other obligations as theybecomedue. In such event, we will be forced to scale down or perhaps evencease ouroperations.

*Purchase of Significant Equipment*

We do not intend to purchase any significant equipment overthe twelve months ending November 30, 2010. 

*Employees*

Currently our only employees are our directors andofficers.We do not expect any material changes in the number of employees overthe next12 month period. We do and will continue to outsource contractemployment asneeded.

*Going Concern*

We have suffered recurring losses from operations. Thecontinuation of our company as a going concern is dependent upon ourcompanyattaining and maintaining profitable operations and raising additionalcapital.The financial statements do not include any adjustment relating to therecoveryand classification of recorded asset amounts or the amount andclassification ofliabilities that might be necessary should our company discontinueoperations.

Due to the uncertainty of our ability to meet ourcurrentoperating expenses and the capital expenses noted above, in their report on theannual financial statements for the year ended November 30, 2009, ourindependent auditors included an explanatory paragraph regarding thesubstantialdoubt about our ability to continue as a going concern. Our financialstatementscontain additional note disclosures describing the circumstances thatlead tothis disclosure by our independent auditors.

The continuation of our business is dependent upon usraisingadditional financial support. The issuance of additional equitysecurities by uscould result in a significant dilution in the equity interests of ourcurrentstockholders. Obtaining commercial loans, assuming those loans would beavailable, will increase our liabilities and future cash commitments.

**Item 8:    Financial Statements**

The financial statements required to be filed pursuant to thisItem 8 begin on page F-1 of this report.

**Item 9:    Changes In DisagreementsWith Accountants onAccounting and Financial Disclosure**

None

***Item 9A: Controls and Procedures***

***Management's Report on DisclosureControls andProcedures***

**Our management hasevaluated, under the supervision and with the participation of our chiefexecutive officer and chief financial officer, the effectiveness of ourdisclosure controls and procedures as of the end of the period coveredby thisreport pursuant to Rule 13a-15(b) under the Securities Exchange Act of1934("the Exchange Act").   Based on that evaluation, ourchief executive officerand chief financial officer have concluded that, as of the end of theperiodcovered by this report, our disclosure controls and procedures are noteffectivein ensuring that information required to be disclosed in our ExchangeActreports is (1) recorded, processed, and summarized and reported with the timeperiods specified in the Securities and Exchange Commission's rules andformsand (2) accumulated and communicated to our management, including ourchiefexecutive officer and chief financial officer, as appropriate to allowtimelydecisions regarding required disclosure.**

***Management's Report on Internal Control overFinancialReporting***

**Our management isresponsible for establishing and maintaining adequate internal controloverfinancial reporting (as defined in Rule 13a-15(f) under the SecuritiesExchangeAct, as amended). In fulfilling this responsibility, estimates andjudgments bymanagement are required to assess the expected benefits and relatedcosts ofcontrol procedures. The objectives of internal control include providingmanagement with reasonable, but not absolute, assurance that assets aresafeguarded against loss from unauthorized use or disposition, and thattransactions are executed in accordance with management's authorizationandrecorded properly to permit the preparation of consolidated financialstatementsin conformity with accounting principles generally accepted in theUnitedStates. Our management assessed the effectiveness of our internalcontrol overfinancial reporting as of November 30, 2009. In making this assessment,ourmanagement used the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission ("COSO") in InternalControl-IntegratedFramework. Our management has concluded that, as of November 30, 2009,ourinternal control over financial reporting is effective in providingreasonableassurance regarding the reliability of financial reporting and thepreparationof financial statements for external purposes in accordance with USgenerallyaccepted accounting principles.**

**This annual reportdoes not include an attestation report of our company's registeredpublicaccounting firm regarding internal control over financial reporting.Management's report was not subject to attestation by our company'sregisteredpublic accounting firm pursuant to temporary rules of the Securities andExchange Commission that permit our company to provide only management's reportin this annual report.**

***Changes in Internal Control over FinancialReporting***

There have been no significant changes in our internalcontrols over financial reporting that occurred during the year endedNovember30, 2009 that have materially or are reasonably likely to materiallyaffect, ourinternal controls over financial reporting.

***Inherent limitations on effectiveness ofcontrols***

**Internal controlover financial reporting has inherent limitations which include but isnotlimited to the use of independent professionals for advice and guidance,interpretation of existing and/or changing rules and principles,segregation ofmanagement duties, scale of organization, and personnel factors.Internalcontrol over financial reporting is a process which involves humandiligence andcompliance and is subject to lapses in judgment and breakdowns resulting fromhuman failures. Internal control over financial reporting also can becircumvented by collusion or improper management override. Because ofitsinherent limitations, internal control over financial reporting may notpreventor detect misstatements on a timely basis, however these inherentlimitationsare known features of the financial reporting process and it is possible todesign into the process safeguards to reduce, though not eliminate, this risk.Therefore, even those systems determined to be effective can provideonlyreasonable assurance with respect to financial statement preparation andpresentation. Projections of any evaluation of effectiveness to futureperiodsare subject to the risk that controls may become inadequate because ofchangesin conditions, or that the degree of compliance with the policies orproceduresmay deteriorate.**

 

***PARTIII***

 

**Item 10:    Directors,Executive Officers,Promoters and Control Persons; Compliance with Section 16(a) of theExchange Act**

**Officers and Directors**

Each of our directors serves until his or hersuccessor iselected and qualified. Each of our officers is elected by the board ofdirectorsto a term of one (1) year and serves until his or her successor is dulyelectedand qualified, or until he or she is removed from office. The board ofdirectorshas no nominating, auditing or compensation committees.

The name, age, and position of our present officersanddirectors are set forth below:

| **Name**      | **Age** | **Position Held**                                                                                                                         |
|---------------|---------|-------------------------------------------------------------------------------------------------------------------------------------------|
| Chen Wang     | 47      | President, Principal Executive Officer,			Principal Financial Officer, Principal Accounting Officer,			Treasurer, Secretary, and Director |
| Peng Jian Zhi | 39      | Director                                                                                                                                  |
| Yuan Wei      | 25      | Director                                                                                                                                  |

Each director serves until our next annual meeting ofthestockholders or unless they resign earlier. The Board of Directorselectsofficers and their terms of office are at the discretion of the Board ofDirectors.

**Background of officers and directors**

In 2006, Mr.Chen Wang has over 20 years of experienceas amanagement consultant, specializing in the field of manufacturing. Forthe lastfive years, Mr. Wang has been self employed as a consultant to domesticPRCmanufacturers.

Mr. Peng Jian Zhi has over 15 years of experience as animporter/exporter ofretail goods in Asia. For the last five years, Mr. Zhi has been selfemployedand serves as a consultant to domestic PRC firms seeking advice onsourcing andprocurement of goods.

Mr. Yuan Wei has over 7 years of experience with Internet start upcompaniesin various capacities, from computer programmer to an executivemanagement role.For the last five years, Mr. Wei has been a sole proprietor of anE-Commerceconsulting company operated under his own name in China. 

*Other Committees of the Board*

*Compensation Committee*

We do not have a compensation committee. 

*Nominating Committee*

We do not have a Nominating Committee, our entireboard ofdirectors perform the functions of a Nominating Committee and overseetheprocess by which individuals may be nominated to our board of directors.

The current size of our board of directors does notfacilitatethe establishment of a separate committee. We hope to establish aseparateNominating Committee consisting of independent directors, if the numberof ourdirectors is expanded.

*Family Relationships*

There are no family relationships between any director orexecutive officer.

*Involvement in Certain Legal Proceedings*

Our directors, executive officers and control personshave notbeen involved in any of the following events during the past five years:

| 1.     | any bankruptcy petition filed by or againstany		business of which such person was a general partner or executiveofficer		either at the time of the bankruptcy or within two years prior to that		time;                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                       |
| 2.     | any conviction in a criminal proceeding or		being subject to a pending criminal proceeding (excluding traffic		violations and other minor offenses);                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                       |
| 3.     | being subject to any order, judgment, or		decree, not subsequently reversed, suspended or vacated, of any courtof		competent jurisdiction, permanently or temporarily enjoining, barring,		suspending or otherwise limiting his involvement in any type of		business, securities or banking activities; or |
|   |                                                                                                                                                                                                                                                                                                       |
| 4.     | being found by a court of competent		jurisdiction (in a civil action), the Securities and ExchangeCommission		or the Commodity Futures Trading Commission to have violated a federal		or state securities or commodities law, and the judgment has not been		reversed, suspended, or vacated.              |

 

*Section 16(a) Beneficial Ownership Compliance*

Section 16(a) of the Securities Exchange Act requiresourexecutive officers and directors, and persons who own more than 10% ofourcommon stock, to file reports regarding ownership of, and transactionsin, oursecurities with the Securities and Exchange Commission and to provide us withcopies of those filings. Based solely on our review of the copies ofsuch formsreceived by us, or written representations from certain reportingpersons, webelieve that during fiscal year ended November 30, 2009, all filingrequirementsapplicable to its officers, directors and greater than 10% percentbeneficialowners were complied with, with the exception of the following:

| **Name**      | **Number of Late****Reports** | **Number of Transactions Not****Reported on a Timely Basis** | **Failure to File****Requested Forms** |
|---------------|-------------------------------|--------------------------------------------------------------|----------------------------------------|
| Chen Wang     | Nil                           | Nil                                                          | Nil                                    |
| Peng Jian Zhi | Nil                           | Nil                                                          | Nil                                    |
| Yuan Wei      | Nil                           | Nil                                                          | Nil                                    |
| Andrew Wong   | Nil                           | Nil                                                          | Nil                                    |

*Nomination Process*

As of February 28, 2010, we did not effect anymaterialchanges to the procedures by which our shareholders may recommendnominees toour board of directors. Our board of directors does not have a policywithregards to the consideration of any director candidates recommended byourshareholders. Our board of directors has determined that it is in thebestposition to evaluate our company's requirements as well as thequalifications ofeach candidate when the board considers a nominee for a position on ourboard ofdirectors. If shareholders wish to recommend candidates directly to ourboard,they may do so by sending communications to the President of our company at theaddress on the cover of this annual report.

*Audit Committee and Audit Committee FinancialExpert*

We do not have a standing audit committee at thepresent time.Our board of directors has determined that we do not have a board member thatqualifies as an "audit committee financial expert" as defined in Item401(e) ofRegulation S-B, nor do we have a board member that qualifies as"independent" asthe term is used in Item 7(d) (3) (iv) of Schedule 14A under theSecuritiesExchange Act of 1934, as amended.

We believe that the members of our board of directorsarecapable of analyzing and evaluating our financial statements andunderstandinginternal controls and procedures for financial reporting. The board ofdirectorsof our company does not believe that it is necessary to have an auditcommitteebecause we believe that the functions of an audit committee can beadequatelyperformed by the board of directors, consisting of Michael Hill andOscarFernandez. In addition, we believe that retaining an independentdirector whowould qualify as an "audit committee financial expert" would be overlycostlyand burdensome and is not warranted in our circumstances given the early stagesof our development and the fact that we have not generated any revenuesfromoperations to date.

**Code of Ethics**

The Company has adopted code of ethics forall of theemployees, directors and officers which is attached to this AnnualReport asExhibit 14.1.

**Item 11:    ExecutiveCompensation**

*Executive Compensation*

The particulars of compensation paid to the followingpersons:

| (a)    | our principal executive officer;                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                    |
| (b)    | each of our two most highly compensated		executive officers who were serving as executive officers at the endof		the year ended November 30, 2009; and                                                                  |
|   |                                                                                                                                                                                                                    |
| (c)    | up to two additional individuals for whom		disclosure would have been provided under (b) but for the fact thatthe		individual was not serving as our executive officer at the end of the		year ended November 30, 2009, |

who we will collectively refer to as our namedexecutiveofficers, of our company for the years ended November 30, 2009 andNovember 30,2008, are set out in the following summary compensation table, exceptthat nodisclosure is provided for any named executive officer, other than ourprincipalexecutive officer, whose total compensation does not exceed $100,000 for therespective fiscal year: 

 

| **SUMMARY COMPENSATION TABLE**                                                            |
|-------------------------------------------------------------------------------------------|
| **Name****and Principal****Position**                                                     | **Year** | **Salary****($)** | **Bonus****($)** | **Stock****Awards****($)** | **Option****Awards****($)** | **Non-Equity****Incentive****Plan****Compensa-****tion****($)** | **Change in****Pension****Value and****Nonqualified****Deferred****Compensation****Earnings****($)** | **All****Other****Compensa-****tion****($)** | **Total****($)** |
| Chen Wang (1) *President,**Chief**Executive Officer,**Secretary**and**Treasurer*          | 2009 | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil | $Nil |
| Andrew Wong (2) *Former President,**Chief**Executive Officer,**Secretary**and**Treasurer* | 2009

2008 | $Nil

$Nil | $Nil

$Nil | $Nil

$Nil | $Nil

$Nil | $Nil

$Nil | $Nil

$Nil

  | $Nil

$Nil | $Nil

$Nil |
|                                                                                      |   |   |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |

There are no compensatory plans or arrangements withrespectto our executive officers resulting from their resignation, retirementor othertermination of employment or from a change of control.

*Outstanding Equity Awards at Fiscal Year-End*

As at November 30, 2009, there were no unexercisedoptions orstock that had not vested in regards to our executive officers, andthere wereno equity incentive plan awards for our executive officers during theyear endedNovember 30, 2009.

*Options Grants in the Year Ended November 30, 2009*

During the year ended November 30, 2009, no stockoptions weregranted to our executive officers.

*Aggregated Options Exercised in the Year EndedNovember30, 2009 and Year End Option Values*

There were no stock options exercised during the yearendedNovember 30, 2009 and no stock options held by our executive officers at the endof the year ended November 30, 2009.

*Repricing of Options/SARS*

We did not reprice any options previously granted toourexecutive officers during the year ended November 30, 2009.

*Director Compensation*

Directors of our company may be paid for theirexpensesincurred in attending each meeting of the directors. In addition toexpenses,directors may be paid a sum for attending each meeting of the directorsor mayreceive a stated salary as director. No payment precludes any directorfromserving our company in any other capacity and being compensated for suchservice. Members of special or standing committees may be allowedsimilarreimbursement and compensation for attending committee meetings. Duringthe yearended November 30, 2009, we did not pay any compensation or grant anystockoptions to our directors.

**Indemnification**

Under our Articles of Incorporation and Bylaws of thecorporation, we may indemnify an officer or director who is made a party to anyproceeding, including a law suit, because of his position, if he actedin goodfaith and in a manner he reasonably believed to be in our best interest. We mayadvance expenses incurred in defending a proceeding. To the extent thattheofficer or director is successful on the merits in a proceeding as towhich heis to be indemnified, we must indemnify him against all expensesincurred,including attorney's fees. With respect to a derivative action,indemnity may bemade only for expenses actually and reasonably incurred in defending theproceeding, and if the officer or director is judged liable, only by acourtorder. The indemnification is intended to be to the fullest extentpermitted bythe laws of the State of Nevada. 

Regarding indemnification for liabilities arisingunder theSecurities Act of 1933, which may be permitted to directors or officersunderNevada law, we are informed that, in the opinion of the Securities andExchangeCommission, indemnification is against public policy, as expressed inthe Actand is, therefore, unenforceable.

**Item 12: Security Ownership of CertainBeneficialOwners and Management and Related Stockholder Matters**

The following table sets forth, as of February 28,2010,certain information with respect to the beneficial ownership of ourcommon stockby each stockholder known by us to be the beneficial owner of more than5% ofour common stock and by each of our current directors and executiveofficers.Each person has sole voting and investment power with respect to theshares ofcommon stock. Beneficial ownership consists of a direct interest in thesharesof common stock, except as otherwise indicated. The address for eachperson isour address at 1018 Huguang Rd., Chang Chung, China, 130012, , Beijing,100024.

| **Name and Address of Beneficial Owner**      | **Amount and Nature of****Beneficial Ownership** | **Percentage****of Class(1)** |
|-----------------------------------------------|--------------------------------------------------|-------------------------------|
| Chen Wang                                     | Nil                                              | 0%                            |
| *Directors and Executive Officers as a Group* | Nil                                              | 0.%                           |

*Change in Control*

We are not aware of any arrangement that might resultin achange in control of our company in the future.

*Equity Plan Compensation Information*

Our company does not currently have a stock optionplan orother form of equity plan.

*Certain Relationships and Related Transactions*

No director, executive officer, principal shareholderholdingat least 5% of our common shares, or any family member thereof, had anymaterialinterest, direct or indirect, in any transaction, or proposedtransaction,during the year ended November 30, 2009, in which the amount involved in thetransaction exceeded or exceeds the lesser of $120,000 or one percent of theaverage of our total assets at the year end for the last three completed fiscalyears.

*Corporate Governance*

We do not have a standing audit committee at thepresent time.Our board of directors has determined that we do not have a board member thatqualifies as an "audit committee financial expert" as defined in Item407(d) (5)(ii) of Regulation S-B. We have determined, however, that Chen Wang,Peng JianZhi, and Yuan Wei are an independent directors as defined in section 803 of theAmex Company Guide.

We believe that our members of our board of directorsarecapable of analyzing and evaluating our financial statements andunderstandinginternal controls and procedures for financial reporting. The board ofdirectorsof our company does not believe that it is necessary to have an auditcommitteebecause we believe that the functions of an audit committee can beadequatelyperformed by the board of directors. In addition, we believe thatretaining anindependent director who would qualify as an "audit committee financialexpert"would be overly costly and burdensome and is not warranted in ourcircumstancesgiven the early stages of our development and the fact that we have notgenerated any revenues from operations to date.

*Transactions with Independent Directors*

There were no transactions with any independentdirectors.

 

***Item 13: Exhibits***

*ExhibitNo.                             Description*

3.1*                                        Articles of Incorporation of the Company (incorporated by reference tothe Form SB-2 filed with the Securities and Exchange Commission onJanuary 4, 2006)

3.2*                                        Bylaws of the Company (incorporated by reference to the Form SB-2 filedwith the Securities and Exchange Commission on January 4,2006)   

10.1*                                      Asset Purchase Agreement (incorporated by reference to the Form SB-2filed with the Securities and Exchange Commission on January 4, 2006)

14                                           Code of Ethics

31                                           Certification of the Chief Executive Officer and Chief FinancialOfficer pursuant to Rule 13a-14 of the Securities and Exchange Act of1934 as amended, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002

32                                          Certification of the Chief Executive Officer and Chief FinancialOfficer pursuant to 18 U.S.C. Section 1350 as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

**Item 14: Principal Accountant Fees and Services**

1) Audit Fees

The aggregate fees billed for the last two fiscalyears forprofessional services rendered by the principal accountant for the audit of theCompany's annual financial statements and review of financial statementsincluded in the Company's Form 10-Qs or services that are normallyprovided bythe accountant in connection with statutory and regulatory engagementsfor thosefiscal years was:

2009 - $2,000         Stan Lee, CPA

2008 -$4,700          M&KCPAS, PLLC

 

2) Audit - Related Fees

The aggregate fees billed in each of the last twofiscal yearsfor assurance and related services by the principal accountants that arereasonably related to the performance of the audit or review of theCompany'sfinancial statements and are not reported in the preceding paragraph:

2009 -$0               Stan Lee, CPA

2008 -$0                M&KCPAS, PLLC  

3) Tax Fees

The aggregate fees billed in each of the last twofiscal yearsfor professional services rendered by the principal accountant for taxcompliance, tax advice, and tax planning was:

2009 -$0               Stan Lee, CPA

2008 -$0                M&K CPAS, PLLC 

4) All Other Fees

The aggregate fees billed in each of the last twofiscal yearsfor the products and services provided by the principal accountant,other thanthe services reported in paragraphs (1), (2), and (3) was:

2009 -$0                    Stan Lee, CPA

2008 -$0                    M&K CPAS, PLLC

            

 

 

 

12

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused thisreport tobe signed on its behalf by the undersigned, thereunto duly authorized on this28th day of February, 2010

**MonzaVentures Inc.**

(Registrant)

By: /s/_Chen Wang

Chen Wang

Presidentand Chief Executive Officer

Pursuant to the requirements of the SecuritiesExchange Act of1934, this report has been signed below by the following persons onbehalf ofthe registrant and in the capacities and on the dates indicated:

| **Signature** | **Title**                                           | **Date**          |
|---------------|-----------------------------------------------------|-------------------|
| /s/ Chen Wang | President, CEO, Secretary, Treasurer and			Director | February 28, 2010 |
| Chen Wang     |                                                |              |
|          |                                                |              |

 

 

**MonzaVenturesInc.**

**(ADevelopmentStage Company)**

**INDEX TOFINANCIAL STATEMENTS**

 

| Report of Independent Registered Public			Accounting Firm                                                                                                     |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                          |   |
| Balance Sheets for the fiscal years ended			November 30, 2009 and 2008                                                                                        | F-2    |
|                                                                                                                                                          |   |
| Statements of Operations for the fiscal year			ended November 30, 2009 and 2008 and the period from September 6,			2005 (inception) through November 30, 2009 | F-3    |
|                                                                                                                                                          |   |
| Statements of Cash Flows for the fiscal year			ended November 30, 2009 and 2008 and the period from September 6,			2005 (inception) through November 30, 2009 | F-4    |
|                                                                                                                                                          |   |
| Statements of Stockholder's Equity (Deficit)			for the period from September 6, 2005 (inception) through November			30, 2009                                  | F-5    |
|                                                                                                                                                          |   |
| Notes to Financial Statements                                                                                                                                 | F-6    |

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 203 FortLee NJ 07024

P.O. Box 436402 San Ysidro CA 92143

619-623-7799 Fax 619-564-3408 E-mail)stan2u@gmail.com

Report of Independent RegisteredPublic Accounting Firm

------------------------------------------------------

To the Board of Directors and

Shareholders of 

Monza Ventures Inc.

 

We have audited the accompanyingbalance sheets of Monza Ventures Inc. as of November 30, 2009 and therelatedstatements of operations, changes in shareholders' equity and cash flows for theyear then ended. These financial statements are the responsibility oftheCompany's management. Our responsibility is to express an opinion onthesefinancial statements based on our audits.

We conducted our audit in accordancewith the standards of the Public Company Accounting Oversight Board(UnitedStates). Those standards require that we plan and perform the audit toobtainreasonable assurance about whether the financial statements are free ofmaterialmisstatement. An audit includes examining, on a test basis, evidencesupportingthe amounts and disclosures in the financial statements. An audit alsoincludesassessing the accounting principles used and significant estimates madebymanagement, as well as evaluating the overall financial statementpresentation.We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financialstatements referred to above present fairly, in all material respects,thefinancial position of Monza Ventures Inc. as of November 30, 2009 and theresults of their operations and its cash flows for the fiscal year theninconformity with U.S. generally accepted accounting principles.

The financial statements have beenprepared assuming that the Company will continue as a going concern. Asdiscussed in Note 2 to the financial statements, the Company's resultsofoperations and lack of capital and liquidity raise substantial doubtabout itsability to continue as a going concern. The financial statements do notincludeany adjustments that might result from the outcome of this uncertainty.

/s/ Stan J.H. Lee, CPA

------------------

Stan J.H. Lee, CPA

 

March 1, 2010

Fort Lee, NJ 07024

 

 

 

 

 

 

F-1

 

 

 

   

**MonzaVenturesInc.**

**(ADevelopmentStage Company)**

**BalanceSheets**

 

 

|                                                                                    | November 30, 2009                                                                         | November 30, 2008                                                                   |
|-----------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|
| **ASSETS**                                                                              |
| **Current Assets**                                                                      |                                                                                      |                                                                                |
|                                                                                    |                                                                                      |                                                                                |
| Cash and Cash Equivalents                                                               | $               333 | $              339 |
| **Total Current Assets**                                                                | 333                                                                                       | 339                                                                                 |
|                                                                                    |                                                                                      |                                                                                |
| Website Development Costs                                                               | -                                                                                         | -                                                                                   |
|                                                                                    | -                                                                                         | -                                                                                   |
|                                                                                    |                                                                                      |                                                                                |
| **TOTAL ASSETS**                                                                        | $    			333                                                           | $    			339                                                     |
|                                                                                    | ========                                                                                  | ========                                                                            |
|                                                                                    |
| **LIABILITIES AND			STOCKHOLDERS' DEFICIT**                                             |
|                                                                                    |                                                                                      |                                                                                |
| **Current Liabilities**                                                                 |                                                                                      |                                                                                |
| Accounts Payable and Accrued Liabilities                                                | $   			3,198                                                               | $   			3,199                                                         |
| Due to Related Parties                                                                  | 41,000                                                                                    | 37,206                                                                              |
| Loan from Related Party                                                                 | 45,907                                                                                    | 31,000                                                                              |
| **TOTAL CURRENT LIABILITIES**                                                           |          90,105                                   | 71,405                                                                              |
| ** **                                                                              |                                                                                      |                                                                                |
| **Stockholders' Deficit**                                                               |                                                                                      |                                                                                |
| Common Stock                                                                            |                                                                                      |                                                                                |
| Authorized: 75,000,000 Common Shares at $0.001			par value                              |                                                                                      |                                                                                |
| Issued and Outstanding: 10,500,000 Common			Shares                                      | 10,500                                                                                    | 10,500                                                                              |
| Additional paid-in capital                                                              | 20,905                                                                                    | 18,415                                                                              |
| (Deficit) accumulated during the development			stage                                    | (121,177)                                                                                 | (99,981)                                                                            |
| **TOTAL STOCKHOLDERS' DEFICIT**                                                         | (89,772)                                                                                  | (71,066)                                                                            |
|                                                                                    |                                                                                      |                                                                                |
| **TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT**                                         | $ 333                                                                                     | $ 339                                                                               |
|                                                                                    | =========                                                                                 | ========                                                                            |
|                                                                                    |                                                                                      |                                                                                |
| **See Accompanying			Summary of Accounting Policies and Notes to Financial Statements** |

 

 

F-2

**Monza Ventures Inc.**

**(A Development StageCompany)**

**Statements ofOperations**

 

|                                                | **For the Year Ended**                   | **September 6, 2005 (Inception), to November 30, 2009** |
|-----------------------------------------------------|------------------------------------------|---------------------------------------------------------|
|                                                | **November 30,**                         |
|                                                | **2009**                                 | **2008**                                                |
| **General and Administrative Expenses**             |                                     |                                                    |   |
| Filing Fees                                         | $    -                    | $   			1,080                             | $   			 3,279 |
| Bank Charges                                        | 442                                      | 181                                                     | 1,033 |
| Professional Fees                                   | 9,264                                    | 9,185                                                   | 57,460 |
| Interest Expense                                    | 2,490                                    | 2,681                                                   | 7,405 |
| Rent                                                | 9,000                                    | 12,000                                                  | 47,000 |
| Website Development                                 | -                                        | 5,000                                                   | 5,000 |
|                                                | (21,196)                                 | (30,127)                                                | (121,177) |
|                                                |                                     |                                                    |   |
| Net (loss) for the period                           | $  			(21,196)                 | $  			(30,127)                                | $  			(121,177) |
|                                                | ==========                               | ==========                                              | ========= |
|                                                |                                     |                                                    |   |
| **Net Loss per Common Share**                       |                                     |                                                    |   |
| Basic and diluted                                   | $     			(0.00) | $     			(0.00)                |   |
|                                                |                                     |                                                    |   |
| **Weighted Average Number of Shares			Outstanding** |                                     |                                                    |   |
| Basic and diluted                                   | 10,500,000                               | 10,500,000                                              |   |

 

|                                                                                    |
|-----------------------------------------------------------------------------------------|
| **See Accompanying			Summary of Accounting Policies and Notes to Financial Statements** |

 

F-3

 

**Monza Ventures Inc.**

**(A Development StageCompany)**

**Statements of CashFlows**

 

|                                                                                    | **For the Year Ended**                                            | **September 6, 2005 (Inception), to November 30, 2009** |
|-----------------------------------------------------------------------------------------|-------------------------------------------------------------------|---------------------------------------------------------|
|                                                                                    | **November 30,**                                                  |
|                                                                                    | **2009**                                                          | **2008**                                                |
| **Cash Flows from Operating Activities**                                                |                                                              |                                                    |   |
| Net (loss) for the period                                                               | $   			(21,196)                                    | $        (30,127)    | $   			(121,177) |
| Imputed interest on related party transactions                                          | 2,490                                                             | 2,681                                                   | 7,405 |
| *Changes in non-cash working capital items*                                             |                                                              |                                                    |   |
| Accounts payable and accrued liabilities                                                | 10,000                                                            | 12,603                                                  | 44,198 |
| **Net Cash Flow Used in Operating Activities**                                          | (8,706)                                                           | (14,843)                                                | (69,574) |
|                                                                                    |                                                              |                                                    |   |
| **Cash Flows from Investing Activities**                                                |                                                              |                                                    |   |
| Website development                                                                     | -                                                                 | 5,000                                                   | - |
| **Net Cash Flow Used in Investing			Activities**                                        | -                                                                 | -                                                       | - |
|                                                                                    |                                                              |                                                    |   |
| **Cash Flows from Financing Activities**                                                |                                                              |                                                    |   |
| Advances from related party                                                             | 8,700                                                             | 7,206                                                   | 45,907 |
| Issuance of common stock                                                                | -                                                                 | -                                                       | 24,000 |
| **Net Cash Provided by Financing Activities**                                           | 8,700                                                             | 7,206                                                   | 69,907 |
|                                                                                    |                                                              |                                                    |   |
| **Cash increase (decrease) During the Period**                                          | (6)                                                               | (2,637)                                                 | 333 |
|                                                                                    |                                                              |                                                    |   |
| **Cash, Beginning of Period**                                                           | 339                                                               | 2,976                                                   | - |
| **Cash, End of Period**                                                                 | $           333 | $         339   | $          333 |
|                                                                                    | =========                                                         | =========                                               | ======== |
|                                                                                    |                                                              |                                                    |   |
| **Supplemental Disclosures of Cash Flow			Information**                                 |                                                              |                                                    |   |
|                                                                                    |                                                              |                                                    |   |
| **Cash Paid for interest**                                                              | -                                                                 | -                                                       | - |
| **Cash Paid for income tax**                                                            | -                                                                 | -                                                       | - |
|                                                                                    |                                                              |                                                    |   |
| **See Accompanying			Summary of Accounting Policies and Notes to Financial Statements** |

F-4

 

**MonzaVenturesInc.**

**(ADevelopmentStage Company)**

**Statements ofStockholders' Equity (Deficit)**

**FromSeptember 6,2005 (Inception) to November 30, 2009**

|                                                                                                                                                                                                                                            | Common Stock                                                                                                              | Additional                                                                                                                           | Deficit Accumulated During the                                                                                                                             | Total			Stockholder's                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                            | Shares                                                                                                                    | Amount                                                                                                                               | Paid			In Capital                                                                                                                                          | Development Stage                                                                                                                                                                   | Equity (Deficit) |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Common stock issued for cash:                                                                                                                                                                                                                   |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| - at $0.001 per share, September 9, 2005                                                                                                                                                                                                        | 5,000,000                                                                                                                 | $     			5,000                                                                                              | $                 -                                                        | $               -                                                                                             | $           5,000 |
| - at $0.001 per share, September 12, 2005                                                                                                                                                                                                       | 4,000,000                                                                                                                 | 4,000                                                                                                                                | -                                                                                                                                                          | -                                                                                                                                                                                   | 4,000 |
| - at $0.01 per share, September 13, 2005                                                                                                                                                                                                        | 1,500,000                                                                                                                 | 1,500                                                                                                                                | 13,500                                                                                                                                                     | -                                                                                                                                                                                   | 15,000 |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Comprehensive income (loss)                                                                                                                                                                                                                     |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| - Net loss for the period                                                                                                                                                                                                                       |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       | (23,127)                                                                                                                                                                            | (23,127) |
| **Balance, November 30, 2005**                                                                                                                                                                                                                  | 10,500,000                                                                                                                | 10,500                                                                                                                               | 13,500                                                                                                                                                     | (23,127)                                                                                                                                                                            | 873 |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Comprehensive income (loss)                                                                                                                                                                                                                     |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| - Net loss for the period                                                                                                                                                                                                                       |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       | (23,068)                                                                                                                                                                            | (23,068) |
| **Balance, November 30, 2006**                                                                                                                                                                                                                  | 10,500,000                                                                                                                | 10,500                                                                                                                               | 13,500                                                                                                                                                     | (46,195)                                                                                                                                                                            | (22,195) |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Imputed interest on shareholder loan                                                                                                                                                                                                            | -                                                                                                                         | -                                                                                                                                    | 2,234                                                                                                                                                      | -                                                                                                                                                                                   | 2,234 |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Comprehensive income (loss)                                                                                                                                                                                                                     |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| - Net loss for the period                                                                                                                                                                                                                       |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       | (23,659)                                                                                                                                                                            | (23,659) |
| **Balance, November 30, 2007**                                                                                                                                                                                                                  | 10,500,000                                                                                                                | 10,500                                                                                                                               | 15,734                                                                                                                                                     | (69,854)                                                                                                                                                                            | (43,620) |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Imputed interest on shareholder loan                                                                                                                                                                                                            | -                                                                                                                         | -                                                                                                                                    | 2,681                                                                                                                                                      | -                                                                                                                                                                                   | 2,681 |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| Comprehensive income (loss)                                                                                                                                                                                                                     |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |   |
| - Net loss for the period                                                                                                                                                                                                                       |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       | (30,127)                                                                                                                                                                            | (30,127) |
| **Balance, November 30, 2008**

Inputed interest on shareholder  loans

** **

Comprehensive income (loss)

 

-Net Loss for

 the period

 

**Balance, November    30,2009**

** **

  | 10,500,000

 

 

-

 

 

 

 

 

 

 

 

 

 

10,500,000 |   10,500

 

 

 

 

 

 

 

 

 

 

 

 

 

  10,500 |  

18,415

 

			2,490      

 

 

 

 

 

 

 

 

 

 

			20,905 | (99,981)

 

 

-

 

 

 

 

 

 

       $ 21,196

 

 

 

   $(121,177)

  |  

			(71,066)

 

			$2,490

 

 

 

 

 

 

			$21,196

 

 

  

			$(89,772) |
|                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                |  

 

 

  |
| **See Accompanying			Summary of Accounting Policies and Notes to Financial Statements**                                                                                                                                                         |

 

 

Monza Ventures Inc. 

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2009

 

**NOTE 1        SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES**

Monza Ventures Inc. ( the Company or Monza)  is a developmentstagecompany which was incorporated in the State of Nevada on September 6,2005. TheCompany intends to commence operations as an e commerce retailer ofoverstockitems through a website on the internet.

**Basis of Presentation**

The Company follows accounting principles generally accepted in theUnitedStates of America. In the opinion of management, all adjustments,consisting ofnormal recurring adjustments, necessary for a fair presentation offinancialposition and the results of operations for the periods presented havebeenreflected herein.

**Use of Estimates**

The preparation of financial statements in conformity with generallyacceptedaccounting principle requires management to make estimates andassumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent liabilities at the date of the financial statements and thereportedamounts of revenues and expenses during the reporting period. Actualresultscould differ from those estimates.

**Cash and Cash Equivalents**

For purposes of the statement of cash flows, the Company considersall highlyliquid investments purchased with an original maturity of three monthsor lessto be cash equivalents. As of November 30, 2009 and 2008, there were nocashequivalents.

**Development Stage Company**

The Company complies with Statement of Financial Accounting Standard("SFAS")No. 7 and the Securities and Exchange Commission Exchange Act 7 for itscharacterization of the Company as development stage. 

**Impairment of Long Lived Assets**

Long-lived assets are reviewed for impairment in accordance with SFAS No.144, "Accounting for the Impairment or Disposal of Long- lived Assets".UnderSFAS No. 144, long-lived assets are tested for recoverability wheneverevents orchanges in circumstances indicate that their carrying amounts may not berecoverable. An impairment charge is recognized or the amount, if any,which thecarrying value of the asset exceeds the fair value.

**Income Taxes**

Monza uses the liability method of accounting for income taxespursuant toStatement of Financial Accounting Standards No. 109. Under this method,deferredincome taxes are recorded to reflect the tax consequences in futureyears oftemporary differences between the tax basis of the assets andliabilities andtheir financial amounts at year end.

**Basic and Diluted Net Loss Per Share**

Basic earnings per common share is computed based upon the weightedaveragenumber of common shares outstanding during the period. Diluted earningspershare consists of the weighted average number of common sharesoutstanding plusthe dilutive effects of options and warrants calculated using thetreasury stockmethod. In loss periods, dilutive common equivalent shares are excludedas theeffect would be anti-dilutive. At November 30, 2009, no equivalentsexistedbecause the effect would be anti-dilutive.

**Website Development Cost**

The Company adopted EITF 00-2, "Accounting for Website DevelopmentCosts,"which specifies the appropriate accounting for costs incurred inconnection withthe development and maintenance of websites. Under the EITF 00-2,websitedevelopment costs are capitalized when acquired and installed, and arebeingamortized over its estimated useful life. On November 15, 2005, theCompanyentered into a web design contract. The company accrued and paid $5,000websitedevelopment cost and has not recorded an amortization of the websitedevelopmentcosts as the initial installation of the website has not yet completedas ofNovember 30, 2009. 

**Stock Based Compensation**

The Company accounts for stock-based employee compensationarrangements usingthe fair value method in accordance with the provisions of Statement ofFinancial Accounting Standards No.123(R) or SFAS No. 123(R), Share-BasedPayments, and Staff Accounting Bulletin No. 107, or SAB 107, Share-BasedPayments.  The company accounts for the stock options issued tonon-employees inaccordance with the provisions of Statement of Financial AccountingStandardsNo. 123, or SFAS No. 123, Accounting for Stock-Based Compensation, andEmergingIssues Task Force No. 96-18, Accounting for Equity Instruments withVariableTerms That Are Issued for Consideration other Than Employee Servicesunder FASBStatement No. 123.  

The Company did not grant any stock options or warrants during theperiodfrom inception to November 30, 2009.

**Revenue Recognition**

Revenue is recognized when it is realized or realizable and earned.Monzaconsiders revenue realized or realizable and earned when pervasiveevidence ofan arrangement exists, services have been provided, and collectabilityisreasonably assured. Revenue that is billed in advance such as recurringweeklyor monthly services are initially deferred and recognized as revenueover theperiods the services are provided.

**Advertising Expenses**

The company expenses advertising costs as incurred. There was noadvertisingexpense incurred by the company during the period ended November 30,2009 and2008.

**New Accounting Standards**

Monza does not expect the adoption of recently issued accountingpronouncements to have a significant impact on its results ofoperations,financial position or cash flow.

**NOTE****2        GOING CONCERN **

Monza's financial statements have been prepared on a going concernbasis,which contemplates the realization of assets and settlement ofliabilities andcommitments in the normal course of business for the foreseeable future. Sinceinception, the Company has accumulated losses aggregating to $121,177and hasinsufficient working capital to meet operating needs for the next twelve monthsas of November 30, 2009, all of which raise substantial doubt aboutMonza'sability to continue as a going concern.

**NOTE 3       CAPITAL STOCK**

On September 9, 2005, the Company issued 5,000,000 common shares at$0.001per 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$0.001per share for total proceeds of $4,000.

On September 13, 2005, the Company issued 1,500,000 common shares at$0.01per share for total proceeds of $15,000. 

As of November 30, 2009, the Company is authorized to issue75,000,000 sharesof common stock and 10,500,000 shares issued and outstanding.

**NOTE 4        INCOME TAXES**

As of November 30, 2009 and 2008, the Company has an estimated netoperatingloss carryforward for tax purpose of $121,177 and $99,981, respectively. Thisamount may be applied against future federal taxable income and expiresin 2028.

As management of the Company cannot determine that it is more likelythan notthat the Company will realize the benefit of the deferred tax asset, avaluationallowance equal to the deferred tax asset has been established as atNovember30, 2009 and 2008. The significant components of the deferred tax assetas atNovember 30, 2009 and 2008 are as follows:

|                            | **2009**  | **2008**        |
|---------------------------------|-----------|-----------------|
| Net Operating loss carryfowards | $ 21,196  | $ 33,243        |
| Valuation allowance             | (21,196)  | (33,243)        |
| Net Deferred Tax asset          | $  - | $   - |

**NOTE 5        RELATED PARTYTRANSACTIONS**

For periods ended November 30, 2009 and 2008, the Company incurredrent of $9,000 and $12,000, respectively to a company controlled by personsrelated tothe former director of the Company. 

As of November 30, 2009 and 2008, $45,907 and $31,000, respectivelyofaccounts payable is payable to a company controlled by a person relatedto theformer director of the company.

A shareholder loaned the Company $8,700 and $7,206 during the periods endedNovember 30, 2009 and 2008, respectively. The balance of $41,000 isunsecured,non interest bearing, with no specific terms of repayment. Imputedinterest inthe amount of $2,490 and $2,681 are included in additional paid incapital forthe years ended November 30, 2009 and 2008, respectively.

 

**NOTE 6        COMMITMENTS ANDCONTINGENCIES**

There is no commitments or contingencies todisclose as ofdate of auditors opinion.

 

 

 

**NOTE 7 SUBSEQUENT EVENTS**

There  is no subsequent events to disclose.

** **

** **

 

 

 

 

 

 

 

____________________________________________________________________________________________________________________________________________________________

**CERTIFICATIONPURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002**

I, Chen Wang, certify that: 

1.         I have reviewedthis annual report on Form 10-K ofMonza Ventures Inc.; 

2.         Based on myknowledge, this report does notcontain any untrue statement of a material fact or omit to state amaterial factnecessary to make the statements made, in light of the circumstancesunder whichsuch statements were made, not misleading with respect to the periodcovered bythis report; 

3.         Based on myknowledge, the financial statements,and other financial information included in this report, fairly presentin allmaterial respects the financial condition, results of operations andcash flowsof the registrant as of, and for, the periods presented in this report; 

4.         The registrant'sother certifying officer(s) and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))andinternal control over financial reporting (as defined in Exchange ActRules13a-15(f) and 15d-15(f)) for the registrant and have: 

a.         Designed suchdisclosure controls and procedures, or caused such disclosure controlsandprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; 

b.         Designed suchinternalcontrol over financial reporting, or caused such internal control overfinancialreporting to be designed under our supervision, to provide reasonableassuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyacceptedaccounting principles; 

c.         Evaluated theeffectiveness of the registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period coveredby thisreport based on such evaluation; and 

d.         Disclosed in thisreport any change in the registrant's internal control over financialreportingthat occurred during the registrant's most recent fiscal quarter (theregistrant's fourth quarter in the case of an annual report) that hasmateriallyaffected, or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and 

5.         The registrant'sother certifying officer(s) and Ihave disclosed, based on our most recent evaluation of internal controloverfinancial reporting, to the registrant's auditors and the AuditCommittee of theregistrant's Board of Directors (or persons performing the equivalentfunctions): 

a.         All significantdeficiencies and material weaknesses in the design or operation ofinternalcontrol over financial reporting, which are reasonably likely toadverselyaffect the registrant's ability to record, process, summarize and reportfinancial information; and 

b.         Any fraud, whether ornot material, that involves management or other employees who have asignificantrole in the registrant's internal control over financial reporting. 

Date: February 28, 2010

By: */s/ Chen Wang*      Chen Wang      Chief Executive Officer 

 

**CERTIFICATION OFCHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

The undersigned, Chen Wang, the Chief ExecutiveOfficer ofMonza Ventures Inc. (the "Company") hereby certifies, pursuant to 18U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of2002, that, to his or her knowledge, the Annual Report on Form 10-K forthe yearended November 30, 2008, fully complies with the requirements of Section 13(a)or 15(d) of the Securities Exchange Act of 1934, as amended, and thattheinformation contained in the Annual Report on Form 10-K, as amended,fairlypresents in all material respects the financial condition and results ofoperations of the Company.

Date: February 28, 2010.

*/s/ _Chen Wang__*Chen WangChief Executive Officer