10-K 1 monza10kmar12010.htm
                            UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                             Form 10 - K/A

                              (Mark One)

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

          For the Fiscal Period year ended November 30, 2010

[    ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________ to ___________________



                  Commission file number: 000-51976

                         Monza Ventures Inc.

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

  (Exact name of small business issuer as specified in its charter)

                                Nevada
                                  N/A

    (State or other jurisdiction of incorporation or organization)
                         (IRS Employer Number)




             1018 Huguang Rd., Chang Chung, China, 130012

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

               (Address of principal executive office)

                             949-419-6588

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

                     (Issuer's telephone number)



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

(Former name, former address and former fiscal year, if changed
                          since last report)



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:

Yes o No x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:

Yes o No x

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

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

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

Yes x   No o

The aggregate market value of Monza's Common Stock owned by
non-affiliates as of February 28, 2011 was $9,075,000.

Number of shares of each class of Monza Ventures' capital stock
outstanding as of February 28, 2011: 10,500,000 shares of common stock

Explanatory Note: The Company's quarterly report on Form 10-K for
the period ended November 30, 2010 has been amended to include the
majority stockholder information for Item 12.

1





Monza Ventures Inc.

FORM 10-K

November 30, 2010 Annual Report on Form 10-K

Table of Contents



Part I

Item 1.        Description of Business

Item 1A.       Risk Factors

Item 1B.       Unresolved Staff Comments

Item 2.        Description of Property

Item 3.        Legal Proceedings

Item 4.        Submission of Matters to a vote of Security Holders

Part II

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

Item 6.        Selected Financial Data

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

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Item 8.        Financial Statements and Supplementary Data

Item 9.        Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

Item 9A.       Controls and Procedures

Item 9B.       Other Information

Part III

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

Item 11.      Executive Compensation

Item 12.      Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

Item 13.      Exhibits and Financial Statements Schedules

Item 14.      Principal Accountants Fees and Services

Signatures



2



FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE
"REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE  NOT LIMITED TO, STATEMENTS ABOUT THE
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF MONZA VENTURES
INC., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY
AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE
MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,
INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND
OTHER FACTORS.



About Our Company

Monza Ventures Inc. ("Monza") intends to commence operations as an
e-commerce retailer which will offer for sale overstocked inventory
items from factories in China over the internet. The initial region
we plan to market our website to is North America. We currently have
signed a contract with a Canadian business development firm to
create and develop our website, foreignbargins.com. Our website will
contain a wide variety of overstocked goods from Chinese factories.
Items that can be found on our website will vary depending on what
items are over produced by the Chinese factories. We currently do
not have any contracts, agreements, or understandings with any
manufactures in China.

We expect that our website will reach the beta phase of development
by the end of December  2011. We currently have not advanced beyond
the business plan state from our inception until the date of this
filing. In order for us to begin commercialization of our product,
we will need to raise additional capital. We currently do not have a
specific plan to raise these funds. During September of 2005, we
received initial funding through the sale of common stock to
investors. We do not intend to open any new stores; enter into any
type of new business; or, purchase equipment or other assets in the
next twelve month period following the date of this prospectus. From
inception until the date of this filing, we have had no material
operating activities. Our current cash balance is $48. We anticipate
that our current cash balance will not satisfy our cash needs for
the following twelve-month period.

We plan to commence operations as an e-commerce retailer that allows
customers to purchase overstocked inventory items from factories in
China. The initial region that we plan to market our website to is
North America. Our website will contain a wide variety of
overstocked goods from Chinese factories. Items that can be found on
our website will vary depending on what items are over produced by
the Chinese factories. As of the date of this prospectus, we do have
any contracts, agreements, and understandings with any manufacturers
in China. We have currently signed a contract with a Canadian
business development firm to help us create and develop our website.
We are planning to have our website fully developed and running by
the end of December 2011.

This is the initial stage of our business. From inception until the
date of this filing, we have had no material operating activities.
Our current cash balance is $48 as of November 30, 2010. We
anticipate that our current cash balance will not satisfy our cash
needs for the following twelve-month period. There can be no
assurance that we will be successful in finding financing, or even
if financing is found, that we will be successful in achieving
profitable operations.

Our principal executive offices are located at 1018 Huguang Rd.,
Chang Chung, China, 130012, , Beijing, 100024  and our telephone
number is 949-419-6588. Our fiscal year end is November 30th.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending November 30, 2011.

Revenue

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

Insurance

Currently, we have no insurance coverage

Employees

Currently our only employees are our directors and officers. We do
not expect any material changes in the number of employees over the
next 12 month period. We do and will continue to outsource contract
employment as needed. However, with project advancement and if we
are successful in our initial and any subsequent operations, we may
retain additional employees.

Item 1A:     Risk Factors

In addition to the other information in this report and our other
filings with the SEC, you should carefully consider the risks
described below. These risks are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial may also impair our business
operations. If any of the following risks occur, our business,
financial condition or operating results could be materially and
adversely affected.

Risks associated with Monza Ventures Inc.:

Because our auditors have issued a going concern opinion, there is
substantial uncertainty we will continue activities in which case
you could lose your investment.

Our auditors have issued a going concern opinion. This means that
there is substantial doubt that we can continue as an ongoing
business for the next twelve months. As such we may have to cease
activities and you could lose your investment.

Because we have not yet commenced operations we face a high risk of
business failure.

We were incorporated on September 6, 2005 and to date have been
involved primarily in organizational activities. As of the date of
this filing, we have not earned any revenues. Accordingly, you can
evaluate our business, and therefore our future prospects, based
only on a limited operating history. Potential investors should be
aware of the difficulties normally encountered by development stage
companies and the high rate of failure for such enterprises.

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

There will be many companies in this e-commerce industry that will
compete with us. Most of these competitors have established
businesses with returning customers. We will attempt to compete
against these groups by offering a higher quality of products and
services to our customers. However, we cannot assure you that such a
strategy will be successful, or that competitors will not copy our
business strategy. Our inability to achieve sales and revenues due
to competition will have an adverse effect on our business
operations and financial condition.

Because all of our assets and our officers and directors are located
outside the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained
against us or any of our officers and directors.

All of our assets are located outside of the United States and we do
not currently maintain a permanent place of business within the
United States. In addition, our directors and officers are nationals
and/or residents of countries other than the United States, and all
or a substantial portion of such persons' assets are located outside
the United States. As a result, it may be difficult for an investor
to effect service of process or enforce within the United States any
judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China and
other jurisdictions would recognize or enforce judgments of United
States courts obtained against us or our director and officer
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions
against us or our director and officer predicated upon the
securities laws of the United States or any state thereof.

Because our management only has limited technical training or
experience in starting, and operating an e-commerce operation,
management's decisions and choices may not take into account
standard e-commerce or managerial approaches e-commerce companies
commonly use. As a result, we may have to suspend or cease
activities which will result in the loss of your investment.

Our management has limited experience with exploring for, starting,
and operating a e-commerce business. Further, our management has no
direct training or experience in these areas and as a result may not
be fully aware of many of the specific requirements related to
working within the industry. Management's decisions and choices may
not take into account standard or managerial approaches e-commerce
companies commonly use. Consequently our activities, earnings and
ultimate financial success could suffer irreparable harm due to
management's lack of experience in this industry. As a result we may
have to suspend or cease activities which will result in the loss of
your investment.

Because we do not maintain any insurance, if a judgment is rendered
against us, we may have to cease operations.

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

Risks Associated with Our Common Stock

Trading in our common shares on the OTC Bulletin Board is limited
and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC
Bulletin Board. The trading price of our common shares has been
subject to wide fluctuations. Trading prices of our common shares
may fluctuate in response to a number of factors, many of which will
be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with
no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by
our common shares will be matched or maintained. These broad market
and industry factors may adversely affect the market price of our
common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of
a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in
substantial costs for us and a diversion of management's attention
and resources.

Our stock is a penny stock. Trading of our stock may be restricted
by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission
has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise
exempt from these rules; the broker-dealer must make a special
written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules.
Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in and limit the
marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted
sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has
adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares.

Item 2:    Description of Property

Executive Offices

Our principal offices are located at 1018 Huguang Rd., Chang Chung,
China, 130012, , Beijing, 100024. Our telephone number at our
principal office is 949-419-6588. We believe that our office space
and facilities are sufficient to meet our present needs and do not
anticipate any difficulty securing alternative or additional space,
as needed, on terms acceptable to us.

Item 3:     Legal Proceedings

There are no existing, pending or threatened legal proceedings
involving Monza Ventures Inc., or against any of our officers or
directors as a result of their involvement with the Company.



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

There were no matters submitted to a vote of security holders during
the fiscal period ended November 30, 2010.



PART II

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

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

The following table reflects the high and low bid information for
our common stock obtained from Stockwatch and reflects inter-dealer
prices, without retail mark-up, markdown or commission, and may not
necessarily represent actual transactions.

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

National Association of Securities Dealers
OTC Bulletin Board

Quarter End     May 31, 2010   August 31st, 2010   November 30, 2010

 High                $10.25     $10.25            $10.25
 Low                 $10.25     $10.25            $10.25





As of November 30, 2010, there were approximately 29 stockholders of
record of the Company's Common Stock. As of such date, 10,500,000
common shares were issued and outstanding.

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

The Company has not paid any cash dividends to date, and it has no
intention of paying any cash dividends on its common stock in the
foreseeable future. The declaration and payment of dividends is
subject to the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on, among other
things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of
Directors.

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

The Company has never issued securities under and does not have any
equity compensation plan.

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended November 30, 2010.

Item 6:     Selected Financial Data
<TABLE>
<S>                          <C>           <C>        <C>           <C>          <C>
                             As of      As of       As of       As of       As of
			     November   November    November    November    November
                             30, 2010   30, 2009    30, 2008    30, 2007    30, 2006

Balance Sheet

Total Assets                 $48        $333        $339        $7,976      $5,490

Total Liabilities            $103,655   $90,105     $71,405     $51,596     $27,685

Stockholders Equity          ($103,607) ($89,772)   ($71,066)   ($43,620)   ($22,195)
(Deficit)

			     For the    For the     For the     For the     For the
                             Year Ended Year Ended  Year Ended  Year Ended  Year Ended
                             November   November    November    November    November
                             30, 2010   30, 2009    30, 2008    30, 2007    30, 2006
Income Statement
Revenues                     $-         $-          $-          $-          $-
Total Expenses               $3,720     $21,196     $30,127     $23,659     $23,068
Net Loss                     ($3,720)   ($21,196)   ($30,127)   ($23,659)   ($23,068)

</TABLE>


Item 7:     Management's Discussion and Analysis or Plan of Operation

The following is a discussion and analysis of our plan of operation
for the next year ended November 30, 2011, and the factors that
could affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with our
financial statements and the notes thereto included elsewhere in
this annual report. Our financial statements are prepared in
accordance with United States generally accepted accounting
principles. All references to dollar amounts in this section are in
United States dollars unless expressly stated otherwise. Please see
our "Risk Factors" for a list of our risk factors.

Cash Requirements

Monza Ventures Inc. was incorporated in the state of Nevada on
September 6, 2005. We intend to commence operations as an e-commerce
retailer which will offer for sale overstocked inventory items from
factories in China over the internet. The initial region we plan to
market our website to is North America. We currently have signed a
contract with a Canadian business development firm to create and
develop our website. We expect that our website will reach the beta
phase of development by the end of December 2011. We currently have
not advanced beyond the business plan state from our inception until
the date of this filing. In order for us to begin commercialization
of our product, we will need to raise additional capital.

We currently have not advanced beyond the business plan state from
our inception until the date of this filing. From inception until
the date of this filing, we have had no material operating
activities. Our current cash balance is $48. We anticipate that our
current cash balance will not satisfy our cash needs for the
following twelve-month period. There can be no assurance that we
will be successful in finding financing, or even if financing is
found, that we will be successful in proceeding with profitable
operations.

Not accounting for our working capital deficit of $103,607, we
require additional funds of approximately $25,000 at a minimum to
proceed with our plan of operation over the next twelve months,
exclusive of any capital investments. As we do not have the funds
necessary to cover our projected operating expenses for the next
twelve month period, we will be required to raise additional funds
through the issuance of equity securities, through loans or through
debt financing. There can be no assurance that we will be successful
in raising the required capital or that actual cash requirements
will not exceed our estimates.

Our auditors have issued a going concern opinion for the year ended
November 30, 2010. This means that there is substantial doubt that
we can continue as an on-going business for the next twelve months
unless we obtain additional capital to pay our bills. This is
because we have not generated any significant revenues and no
significant revenues are anticipated until our commercial operations
begin. As we had cash in the amount of $48 and a working capital
deficit in the amount of $103,607 as of November 30, 2010, we do not
have sufficient working capital to enable us to carry out our stated
plan of operation for the next twelve months. We will require
additional funds to implement our operations. These funds may be
raised through equity financing, debt financing, or other sources,
which may result in further dilution in the equity ownership of our
shares. We currently do not have any arrangements in place for the
completion of any debt financings or private placement financings
and there is no assurance that we will be successful in completing
any debt financing or private placement financing.

Estimated Net Expenditures During the Next Twelve Months

General and administrative         $8,000
 Rent                              $12,000
 Professional fees                 $5,000

Total                              $25,000



Liquidity and Capital Resources

As of the date of this annual report, we have not generated any
revenues from our business activities.

As of November 30, 2010, our total assets were $48 and our total
liabilities were $103,655  and we had a working capital deficit of
$103,607. Our financial statements report a net loss of $3,720 for
the year ended November 30, 2010, and a net loss of $138,480 for the
period from September 6, 2005 (date of incorporation) to November
30, 2010. Our losses have increased primarily as a result of
professional fees and office facility costs incurred. Our net loss
from operations decreased to $3,720 for the year ended November 30,
2010, as compared to $21,196  for the year ended November 30, 2009.

The continuation of our business is dependent upon obtaining further
financing, a successful implementation of our business plan, and,
finally, achieving a profitable level of operations. The issuance of
additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds
required for our continued operations. As noted herein, we are
pursuing various financing alternatives to meet our immediate and
long-term financial requirements.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable
to conduct our operations as planned, and we will not be able to
meet our other obligations as they become due. In such event, we
will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending November 30, 2011.

Employees

Currently our only employees are our directors and officers. We do
not expect any material changes in the number of employees over the
next 12 month period. We do and will continue to outsource contract
employment as needed.

Going Concern

We have suffered recurring losses from operations. The continuation
of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising
additional capital. The financial statements do not include any
adjustment relating to the recovery and classification of recorded
asset amounts or the amount and classification of liabilities that
might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating
expenses and the capital expenses noted above, in their report on
the annual financial statements for the year ended November 30,
2010, our independent auditors included an explanatory paragraph
regarding the substantial doubt about our ability to continue as a
going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity
securities by us could result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial
loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Item 8:    Financial Statements

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

Item 9:    Changes In Disagreements With Accountants on Accounting
and Financial Disclosure

None

Item 9A: Controls and Procedures

Management's Report on Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the
participation of our chief executive officer and chief financial
officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 ("the Exchange
Act").   Based on that evaluation, our chief executive officer and
chief financial officer have concluded that, as of the end of the
period covered by this report, our disclosure controls and
procedures are not effective in ensuring that information required
to be disclosed in our Exchange Act reports is (1) recorded,
processed, and summarized and reported with the time periods
specified in the Securities and Exchange Commission's rules and
forms and (2) accumulated and communicated to our management,
including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act, as amended). In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control
include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized
use or disposition, and that transactions are executed in accordance
with management's authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States. Our
management assessed the effectiveness of our internal control over
financial reporting as of November 30, 2010. In making this
assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control-Integrated Framework. Our management
has concluded that, as of November 30, 2010, our internal control
over financial reporting is effective in providing reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles.

This annual report does not include an attestation report of our
company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by our company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange
Commission that permit our company to provide only management's
report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over
financial reporting that occurred during the year ended November 30,
2010 that have materially or are reasonably likely to materially
affect, our internal controls over financial reporting.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations
which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing
and/or changing rules and principles, segregation of management
duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is
possible to design into the process safeguards to reduce, though not
eliminate, this risk. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.



PART III



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

Officers and Directors

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

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

Name               Age    Position Held
Chen Wang          48     President, Principal Executive
                          Officer, Principal Financial Officer,
                          Principal Accounting Officer, Treasurer,
                          Secretary, and Director





Peng Jian Zhi       40    Director

Yuan Wei            26    Director


Each director serves until our next annual meeting of the
stockholders or unless they resign earlier. The Board of Directors
elects officers and their terms of office are at the discretion of
the Board of Directors.

Background of officers and directors

In 2006, Mr.Chen Wang has over 20 years of experience as a
management consultant, specializing in the field of manufacturing.
For the last five years, Mr. Wang has been self employed as a
consultant to domestic PRC manufacturers.

Mr. Peng Jian Zhi has over 15 years of experience as an
importer/exporter of retail goods in Asia. For the last five years,
Mr. Zhi has been self employed and serves as a consultant to
domestic PRC firms seeking advice on sourcing and procurement of goods.

Mr. Yuan Wei has over 7 years of experience with Internet start up
companies in various capacities, from computer programmer to an
executive management role. For the last five years, Mr. Wei has been
a sole proprietor of an E-Commerce consulting company operated under
his own name in China.

Other Committees of the Board

Compensation Committee

We do not have a compensation committee.

Nominating Committee

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

The current size of our board of directors does not facilitate the
establishment of a separate committee. We hope to establish a
separate Nominating Committee consisting of independent directors,
if the number of our directors is expanded.

Family Relationships

There are no family relationships between any director or executive
officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been
involved in any of the following events during the past five years:

1.
 any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time;



2.
 any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);



3.
 being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or



4.
 being found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.



Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and
transactions in, our securities with the Securities and Exchange
Commission and to provide us with copies of those filings. Based
solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe
that during fiscal year ended November 30, 2010, all filing
requirements applicable to its officers, directors and greater than
10% percent beneficial owners were complied with, with the exception
of the following:


<TABLE>
<S>             <C>             <C>             <C>
Name            Number of Late  Number of       Failure to File
                Reports         Transactions    Requested Forms
                                Not
                                Reported on a
                                Timely Basis

Chen Wang       Nil             Nil             Nil

Peng Jian Zhi   Nil             Nil             Nil

Yuan Wei        Nil             Nil             Nil

Andrew Wong     Nil             Nil             Nil
</TABLE>




Nomination Process

As of February 28, 2011, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to
our board of directors. Our board of directors does not have a
policy with regards to the consideration of any director candidates
recommended by our shareholders. Our board of directors has
determined that it is in the best position to evaluate our company's
requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of
directors. If shareholders wish to recommend candidates directly to
our board, they may do so by sending communications to the President
of our company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time. Our
board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined
in Item 401(e) of Regulation S-B, nor do we have a board member that
qualifies as "independent" as the term is used in Item 7(d) (3) (iv)
of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are capable of
analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be
overly costly and burdensome and is not warranted in our
circumstances given the early stages of our development and the fact
that we have not generated any revenues from operations to date.

Code of Ethics

The Company has adopted code of ethics for all of the employees,
directors and officers which is attached to this Annual Report as
Exhibit 14.1.

Item 11:    Executive Compensation

Executive Compensation

The particulars of compensation paid to the following persons:

(a)
 our principal executive officer;



(b)
 each of our two most highly compensated executive officers who were
serving as executive officers at the end of the year ended November
30, 2010; and



(c)
 up to two additional individuals for whom disclosure would have
been provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the year ended
November 30, 2010,

who we will collectively refer to as our named executive officers,
of our company for the years ended November 30, 2010 and November
30, 2009, are set out in the following summary compensation table,
except that no disclosure is provided for any named executive
officer, other than our principal executive officer, whose total
compensation does not exceed $100,000 for the respective fiscal
year:



SUMMARY COMPENSATION TABLE


<TABLE>
<S>   <C>  <C>  <C>  <C> <C>   <C>     <C>  <C>
Name           Year      Salary  $  Bonus $     Other     Restricted  Securities         LTIP       All Other
and                                             Annual    Stock       Underlying         Payouts    Compensation $
Principal                                       CompensationAwards $  Options/SARSs (#)  ($)
Posit                                           ($)
ion


Chen Wang (1)  2010      0          0           0         0           0                  0          0
President,
Chief
Executive
Officer,
Secretary and
Treasurer


               2009      0          0           0         0           0                  0          0

Andrew Wong    2009      0          0           0         0           0                  0          0
(2) Former
President,
Chief
Executive
Officer,
Secretary and
Treasurer
</TABLE>



There are no compensatory plans or arrangements with respect to our
executive officers resulting from their resignation, retirement or
other termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at November 30, 2010, there were no unexercised options or stock
that had not vested in regards to our executive officers, and there
were no equity incentive plan awards for our executive officers
during the year ended November 30, 2010.

Options Grants in the Year Ended November 30, 2010

During the year ended November 30, 2010, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended November 30, 2010 and
Year End Option Values

There were no stock options exercised during the year ended November
30, 2010 and no stock options held by our executive officers at the
end of the year ended November 30, 2010.

Repricing of Options/SARS

We did not reprice any options previously granted to our executive
officers during the year ended November 30, 2010.

Director Compensation

Directors of our company may be paid for their expenses incurred in
attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the
directors or may receive a stated salary as director. No payment
precludes any director from serving our company in any other
capacity and being compensated for such service. Members of special
or standing committees may be allowed similar reimbursement and
compensation for attending committee meetings. During the year ended
November 30, 2010, we did not pay any compensation or grant any
stock options to our directors.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation,
we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in
our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or
officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.

Item 12: Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The following table sets forth, as of February 28, 2011, certain
information with respect to the beneficial ownership of our common
stock by each stockholder known by us to be the beneficial owner of
more than 5% of our common stock and by each of our current
directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated. The address for each
person is our address at 1018 Huguang Rd., Chang Chung, China,
130012, , Beijing, 100024.

Name and Address of      Amount and Nature of       Percentage
Beneficial Ownership      Beneficial Owner
   of Class(1)

Chen Wang                        Nil                   0%

Andrew Wong                   5,000,000                47.62%

Directors and Executive
Officers as a Group              Nil                   0%


Change in Control

We are not aware of any arrangement that might result in a change in
control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or other
form of equity plan.

Certain Relationships and Related Transactions

No director, executive officer, principal shareholder holding at
least 5% of our common shares, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or
proposed transaction, during the year ended November 30, 2010, in
which the amount involved in the transaction exceeded or exceeds the
lesser of $120,000 or one percent of the average of our total assets
at the year end for the last three completed fiscal years.

Corporate Governance

We do not have a standing audit committee at the present time. Our
board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined
in Item 407(d) (5) (ii) of Regulation S-B. We have determined,
however, that Chen Wang, Peng Jian Zhi, and Yuan Wei are an
independent directors as defined in section 803 of the Amex Company
Guide.

We believe that our members of our board of directors are capable of
analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board
of directors of our company does not believe that it is necessary to
have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of
directors. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our
circumstances given the early stages of our development and the fact
that we have not generated any revenues from operations to date.

Transactions with Independent Directors

There were no transactions with any independent directors.



Item 13: Exhibits

Exhibit No.                              Description

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

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

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

14                                            Code of Ethics

31                                            Certification of the
Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934 as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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



Item 14: Principal Accountant Fees and Services

1) Audit Fees

The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-Qs or
services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:

2010 - $5,300          Stan Lee, CPA

2009 - $2,750          Stan Lee, CPA

2008 - $4,700          M&K CPAS, PLLC



2) Audit - Related Fees

The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported in the preceding
paragraph:


2010 - $0               Stan Lee, CPA

2009 - $0               Stan Lee, CPA

2008 - $0               M&K CPAS, PLLC

3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:

2010 - $0               Stan Lee, CPA

2009 - $0               Stan Lee, CPA

2008 - $0               M&K CPAS, PLLC

4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:

2010 - $0                     Stan Lee, CPA

2009 - $0                     Stan Lee, CPA

2008 - $0                     M&K CPAS, PLLC









12



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 15th day of March, 2011

Monza Ventures Inc.

(Registrant)

By: /s/ _Chen Wang

Chen Wang

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:

Signature
 Title
 Date

/s/ Chen Wang
 President, CEO, Secretary, Treasurer and Director
 March 15, 2011

Chen Wang












Monza Ventures Inc.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

Balance Sheets for the fiscal years ended November 30, 2010 and 2009
F-2

Statements of Operations for the fiscal year ended November 30, 2010
and 2009 and the period from September 6, 2005 (inception) through
November 30, 2010   F-3

Statements of Stockholder's Equity (Deficit) for the period from
September 6, 2005 (inception) through November 30, 2010    F-4

Statements of Cash Flows for the fiscal year ended November 30, 2010
and 2009 and the period from September 6, 2005 (inception) through
November 30, 2010   F-5



Notes to Financial Statements        F-6





  Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203 Fort Lee NJ 07024
P.O. Box 436402 San Diego CA 92143
619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com


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

Report of Independent Registered Public Accounting Firm

Shareholders of
Monza Ventures Inc.

We have audited the accompanying balance sheets of Monza Ventures
Inc. as of November 30, 2010 and 2009 and  the related statements of
operations, changes in shareholders' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for
the purposes of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Monza
Ventures Inc. as of November 30, 2010 and 2009  and the results of
their operations and its cash flows for the fiscal year then in
conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company's results of operations and
lack of capital and liquidity raise substantial doubt about its
ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Stan J.H. Lee, CPA
-------------------------
Stan J.H. Lee, CPA

February 27,  2011
Fort Lee, NJ 07024















F-1







Monza Ventures Inc.

(A Development Stage Company)

Balance Sheets

As of November 30, 2010 and  2009


<TABLE>
<S>                                     <C>                             <C>
                                        November 30, 2010          November 30, 2009

       Assets

Current Assets

       Cash and Cash Equivalents        $48                             $333

Total Current Assets                    $48                             $333

Total Assets                            $48                             $333

       Liabilities and Stockholders'
Equity

Current Liabilities

       Accounts Payable and Accrued     $16,748                         $3,198
Liabilities

       Dues from Related Parties        $41,000                         $41,000

       Loan from Related Party          $45,907                         $45,907

Total Current Liabilities               $103,655                        $90,105



Stockholders' Equity

Common Stock Authorized: 75,000,000
common shares at $0.001 par value
73,500,000 and 10,500,000 shares
issued and outstanding as of
November 30, 2010 and 2009,             $10,500                         $10,500
respectively

Additional Paid-in Capital              $24,373                         $20,905

(Deficit) accumulated during the        $(138,840)                      $(121,177)
developmental stage

Total Stockholders' Equity              $(103,607)                      $(89,772)

Total Liabilities and Stockholders'     $48                             $333
Equity
</TABLE>


See Accompanying Summary of Accounting Policies and Notes to
Financial Statements



F-2

Monza Ventures Inc.

(A Development Stage Company)

Statements of Operations

For the Twelve months ended November 30, 2010 and 2009 and from
September 6, 2005 (Inception) to November 30, 2010


<TABLE>
<S>                         <C>            <C>           <C>           <C>          <C>
                            For the Year   For the Year  September 6,
                            Ended          Ended         2005 (Inception)
                            November 30,   November 30,  to November 30,
                            2010           2009          2010
General and Administration
Expenses

Filing Fees                 $124           $-		 $3,403

Interest Expense            $3,468         $2,490        $10,873

Rent                        $6,000         $9,000        $53,000

Office Expense              $50            $-            $50

Professional Fees           $7,566         $9,264        $65,026

Bank Charges                $95            $442          $1,129

Website Development         $-             $-            $5,000

Net (loss) for the period   $(17,303)      $(21,196)     $(138,480)

Net (loss) per share

       Basic and diluted   $(0.001)        $(0.002)

Weighted Average Shares
Outstanding - Basic and
Diluted                    22,754,795      10,500,000
</TABLE>


See Accompanying Summary of Accounting Policies and Notes to
Financial Statements



F-3



Monza Ventures Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Fiscal Period Ended November 30, 2010 and 2009. And from
September 6, 2005 (Inception), to November 30, 2010


<TABLE>
<S>                                        <C>             <C>             <C>
                                               For the Year Ended

                                           November 30,    November 30,   September 6, 2005
                                           2010            2009           (Inception) to
                                                                          November 30, 2010

Operating Activities

       Net (loss) for the period           $(17,303)        $(21,196)      $(138,480)

Imputed Interest on related party
transactions                               $3,468           $2,490         $10,873


Changes in non-cash working capital
accounts

Accounts payable and Accrued
Liabilities                                $13,550          $10,000        $57,648

Cash used in operating activities          $(285)           $(8,706)       $(69,859)

Financing Activities

       Advances from related party         $3,200           $4,900         $11,000

       Issuance of common stock            $-               $-             $24,000

Net Cash Flow provided by financing
activities                                 $-              $8,700          $69,907

Net change in cash                         $(285)          $(6)            $48

Cash, Beginning of Period                  $333            $339            -

Cash, End of Period                        $48             $333            $48


</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.



F-4



Monza Ventures Inc.

(A Development Stage Company)

Statements of Stockholders' Equity
From September 6, 2005 (Inception) to November 30, 2009



<TABLE>
<S>                          <C>           <C>        <C>           <C>           <C>
                             Common Stock

                             Shares        Amount     Additional    Deficit       Total
                                                      Paid-in       Accumulated   Stockholders'
                                                      Capital       During the    Equity
                                                                    Development   (Deficit)
                                                                    Stage



Common Stock issued for cash
-at $0.001 per share,
September 9, 2005            $5,000,000     $5,000     $-            $-           $4,500

-at $0.001 per share
September 12, 2005            4,000,000      4,000      -             -            4,000

-at $0.001 per share
, September 13, 2005          1,500,000      1,500     13,500         -            15,000


Comprehensive income (loss)   -              -          -            (23,127)      (23,127)
- Net loss for the period


Balance, November 30,         10,500,000     10,500    13,500        (23,127)     (23,127)
2005

Comprehensive income (loss)   -              -         -             (23,068)     (23,068)
- Net Loss for the period


Balance, November 30,         10,500,000     10,500    13,500        (46,195)     (22,195)
2006

Imputed interest on
shareholder loan              -              -         2,234         -            2,234

Comprehensive income (loss)   -              -         -             (23,659)     (23,659)
- Net Loss for the period


Balance, November 30,         10,500,000     10,500    15,743        (69,854)     (43,620)
2007

Imputed interest on
shareholder loan              -              -         2,681         -             2,681

Comprehensive income (loss)
- Net Loss for the period     -              -         -             (30,127)      (30,127)


Balance, November 30,         10,500,000     10,500    18,415        (99,981)      (71,066)
2008

Imputed interest on
shareholder loan              -              -         2,490         -             2,490

Comprehensive income (loss)
- Net Loss for the period     -              -         -             (21,196)      (21,196)


Balance, November 30,
2009                          10,500,000     10,500    20,905        (121,177)     (89,772)

Imputred interes on
shareholder loan              -              -         3,468         -             3,468

Comprehensive income (loss)

Forward stock split
(7:1 basis)September 20,
2010                          63,000,000     63,000    (63,000)      -             -

Net loss for the period       -              -         -             (17,303)      (17,303)

Balance, November 30,
2010                          73,500,000     73,500    (38,627)      (138,480)     (103,607)
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.






 Monza Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements

NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is a development stage company which was incorporated in
the State of Nevada on September 6, 2005. The Company intends to
commence operations as an e commerce retailer of overstock items
through a website on the internet.

Basis of Presentation
The Company follows accounting principles generally accepted in the
United States of America. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of
operations for the periods presented have been reflected herein.

Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principle requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. As of November 30, 2010
and 2009, there were no cash equivalents.

Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities

 Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long- lived
Assets". Under ASC Topic 360, long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. An impairment
charge is recognized or the amount, if any, which the carrying value
of the asset exceeds the fair value.

Income Taxes
Monza uses the liability method of accounting for income taxes
pursuant to FASB Topic 740. Under this method, deferred income taxes
are recorded to reflect the tax consequences in future years of
temporary differences between the tax basis of the assets and
liabilities and their financial amounts at year end.

Basic and Diluted Net Loss Per Share
Basic earnings per common share is computed based upon the weighted
average number of common shares outstanding during the period.
Diluted earnings per share consists of the weighted average number
of common shares outstanding plus the dilutive effects of options
and warrants calculated using the treasury stock method. In loss
periods, dilutive common equivalent shares are excluded as the
effect would be anti-dilutive. At November 30, 2010, no equivalents
existed because the effect would be anti-dilutive.

Website Development Cost
The Company adopted EITF 00-2, "Accounting for Website Development
Costs," which specifies the appropriate accounting for costs
incurred in connection with the development and maintenance of
websites. Under the EITF 00-2, website development costs are
capitalized when acquired and installed, and are being amortized
over its estimated useful life. On November 15, 2005, the Company
entered into a web design contract. The company accrued and paid
$5,000 website development cost and has not recorded an amortization
of the website development costs as the initial installation of the
website has not yet completed as of November 30, 2010.

Stock Based Compensation
The Company accounts for stock-based employee compensation
arrangements using the fair value method in accordance with the
provisions of ASC Topic 718 Compensation-Stock Compensation. The
company accounts for the stock options issued to non-employees in
accordance with the provisions of ASC Topic 718 Compensation- Stock
Compensation.
The Company did not grant any stock options or warrants during the
period from inception to November 30, 2010.

Revenue Recognition
Revenue is recognized when it is realized or realizable and earned.
Monza considers revenue realized or realizable and earned when
pervasive evidence of an arrangement exists, services have been
provided, and collectability is reasonably assured. Revenue that is
billed in advance such as recurring weekly or monthly services are
initially deferred and recognized as revenue over the periods the
services are provided.

Advertising Expenses
The company expenses advertising costs as incurred. There was no
advertising expense incurred by the company during the period ended
November 30, 2010 and 2009.

New Accounting Standards
Monza does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of
operations, financial position or cash flow.

NOTE 2         GOING CONCERN
Monza's financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and settlement
of liabilities and commitments in the normal course of business for
the foreseeable future. Since inception, the Company has accumulated
losses aggregating to $138,480 and has insufficient working capital
to meet operating needs for the next twelve months as of November
30, 2010, all of which raise substantial doubt about Monza's ability
to continue as a going concern.

NOTE 3       CAPITAL STOCK
On September 9, 2005, the Company issued 5,000,000 common shares at
$0.001 per share to the sole director of the Company for total
proceeds of $5,000.

On September 12, 2005, the Company issued 4,000,000 common shares at
$0.001 per share for total proceeds of $4,000.

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

On September 20, 2010, the Stockholder's of the Company authorized
the Forward Stock Split of our issued and outstanding Common Stock
on a seven for one (7:1) basis.The Forward Stock Split became
effective on September 20, 2010. As a result of the Forward Stock
Split, the Company increased  its issued and outstanding shares of
the Common Stock to 73,500,000 from 10,500,000.

NOTE 4        INCOME TAXES
As of November 30, 2010 , the Company has an estimated net operating
loss carryforward for tax purpose of $138,480. This amount may be
applied against future federal taxable income and expires in 2028.

As management of the Company cannot determine that it is more likely
than not that the Company will realize the benefit of the deferred
tax asset, a valuation allowance equal to the deferred tax asset has
been established as at November 30, 2010 and 2009. The significant
components of the deferred tax asset as at November 30, 2010 and
2009 are as follows:

                                      2010           2009
Net Operating loss carryfowards       $ 48,468      $ 21,196
Valuation allowance                   (48,468)      (21,196)
Net Deferred Tax asset                $  -          $   -

NOTE 5        RELATED PARTY TRANSACTIONS
As of November 30, 2010 and 2009, $45,907 and $45,907, respectively
of accounts payable is payable to a company controlled by a person
related to the former director of the company.
A shareholder loaned the Company $8,700 as of November 30, 2010.
Imputed interest in the amount of $3,468 is included in additional
paid in capital for the year ended November 30, 2010.











___________________________________________________________________
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Chen Wang, certify that:

1.          I have reviewed this annual report on Form 10-K of Monza
Ventures Inc.;

2.          Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;

3.          Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.          The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

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

b.          Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles;

c.          Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and

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

5.          The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the Audit
Committee of the registrant's Board of Directors (or persons
performing the equivalent functions):

a.          All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting, which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b.          Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: March 15, 2011

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



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

The undersigned, Chen Wang, the Chief Executive Officer of Monza
Ventures Inc. (the "Company") hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to his or her knowledge, the
Annual Report on Form 10-K for the year ended November 30, 2010,
fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, and that the
information contained in the Annual Report on Form 10-K, as amended,
fairly presents in all material respects the financial condition and
results of operations of the Company.

Date: March 15, 2011

/s/ _Chen Wang__
Chen Wang
Chief Executive Officer