1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MORANZO, INC. ------------- (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 88-0469180 - -------- ---------- (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) 566 PORT HARWICK, CHULA VISTA, CA 91913 - --------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: FILE NO. 333-47238 SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which to be so registered Each class is to be registered ------------------- ------------------------------ None None SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT: Common Stock - .001 Par Value ----------------------------- (TITLE OF CLASS) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Incorporated by reference to the information set forth under the caption "Description of Securities" in the Registrant's Registration Statement on Form SB-2 (SEC File No. 333-47238) (the "Form SB-2 Registration Statement"). ITEM 2. EXHIBITS Exhibit 3(i) Amended Articles of Incorporation of the Company.(1) Exhibit 3(ii) Bylaws of the Company.(1) (1) Filed as an exhibit to the Form SB-2 Registration Statement, with exhibit number the same as above, and incorporated herein by reference. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: February 5, 2001 Moranzo, Inc. By /s/ Carlo Giovannini -------------------------------------- Carlo Giovannini, President & Director INDEX TO EXHIBITS Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 3(i) Amended Certificate of Incorporation Incorporated by Reference 3(ii) Bylaws of the Company Incorporated by Reference