1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended December 31, 2000
Commission File Number 333-47238
MORANZO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 88-0469180
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(State of Incorporation) (I.R.S. Employer Identification No.)
566 Port Harwick, Chula Vista, CA 91913
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(Address of Principal Executive Offices) (Zip Code)
(619) 692-2505
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(Registrant's telephone number, including area code)
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.
As of December 31, 2000, the registrant had 9,520,000 shares of common stock,
$.001 par value, issued and outstanding.
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PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
MORANZO, INC.
(a Development Stage Company)
BALANCE SHEETS
UNAUDITED
9 Months Year
ASSETS Ended Ended
12/31/00 3/31/00
CURRENT ASSETS
CASH 3,491 5,900
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TOTAL CURRENT ASSETS 3,491 5,900
FIXED ASSETS
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NET FIXED ASSETS 0 0
OTHER ASSETS
ORGANIZATION COSTS 0 0
LESS AMORTIZATION 0 0
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TOTAL OTHER ASSETS 0 0
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TOTAL ASSETS 3,491 5,900
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
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TOTAL CURRENT LIABILITIES 0 0
LONG TERM LIABILITIES
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TOTAL LONG TERM LIABILITIES 0 0
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TOTAL LIABILITIES 0 0
STOCKHOLDERS' EQUITY
COMMON STOCK - $.001 par value 9,520 9,520
50,000,000 shares authorized, 9,520,000 issued
and outstanding at 12/31/00 and 9,520,000
issued and outstanding at 3/31/00
ADDITIONAL PAID IN CAPITAL 2,380 2,380
BEGINNING RETAINED DEFICIT -6,000 -6,000
NET LOSS -2,409 0
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ENDING RETAINED DEFICIT -8,409 -6,000
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TOTAL STOCKHOLDERS' EQUITY 3,491 5,900
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TOTAL LIAB & STOCKHOLDERS' EQUITY 3,491 5,900
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SEE NOTES TO FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS (continued)
MORANZO, INC.
STATEMENTS OF OPERATIONS
(a Development Stage Company)
UNAUDITED
5/31/94
3 Months 3 Months Year Year (Inception)
Ended Ended YTD YTD Ended Ended To
12/31/00 12/31/99 12/31/00 12/31/99 3/31/00 3/31/99 12/31/00
REVENUE
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TOTAL REVENUE 0 0 0 0 0 0 0
DIRECT COSTS
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TOTAL COST OF GOODS SOLD 0 0 0 0 0 0 0
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GROSS PROFIT 0 0 0 0 0 0 0
EXPENSES
GENERAL, SELLING, AND ADMINISTRATIVE 167 0 2,409 0 0 0 6,000
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TOTAL OPERATING EXPENSES 167 0 2,409 0 0 0 6,000
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LOSS FROM OPERATIONS -167 0 -2,409 0 0 0 -6,000
OTHER INCOME & EXPENSE
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TOTAL OTHER INCOME & EXPENSE 0 0 0 0 0 0 0
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LOSS BEFORE TAXES -167 0 -2,409 0 0 0 -6,000
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NET LOSS -167 0 -2,409 0 0 0 -6,000
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NET LOSS PER SHARE NIL NIL NIL NIL NIL NIL NIL
WEIGHTED AVERAGE NUMBER OF 8,370,000 8,370,000 8,370,000 8,370,000 8,370,000 8,370,000 8,370,000
COMMON SHARES OUTSTANDING
SEE NOTES TO FINANCIAL STATEMENTS
4
FINANCIAL STATEMENTS (continued)
MORANZO, INC.
STATEMENTS OF CASH FLOWS
(a Development Stage Company)
UNAUDITED
5/31/94
3 Months 3 Months Year Year (Inception)
Ended Ended YTD YTD Ended Ended To
12/31/00 12/31/99 12/31/00 12/31/99 3/31/00 3/31/99 12/31/00
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS -167 0 -2,409 0 0 0 -6,000
ADJ TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
ISSUE COMMON STOCK 0 0 0 0 0 0 6,000
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NET CASH USED IN OPERATING ACTIVITIES -167 0 -2,409 0 0 0 0
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0 0 0 5,900 5,900
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NET INCREASE (DECREASE) -167 0 -2,409 0 0 5,900 5,900
CASH BEGINNING OF PERIOD 3,658 5,900 5,900 5,900 5,900 0 0
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CASH END OF PERIOD 3,491 5,900 3,491 5,900 5,900 5,900 5,900
SEE NOTES TO FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of December 31, 2000 and 1999, and the results of operations and cash flows for
the nine months ended December 31, 2000 and 1999, and the two years ended March
31, 2000 and 1999, and the period May 31, 1994 (Inception) to December 31, 2000.
The accompanying financial statements have been adjusted as of December 31, 2000
as required by Item 310 (b) of Regulation S-B to include all adjustments which
in the opinion of Management are necessary in order to make the financial
statements not misleading.
2. INTERIM REPORTING
The results of operations for the nine months ended December 30, 2000 and 1999,
are not necessarily indicative of the results to be expected for the remainder
of the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was incorporated in Delaware on May 31, 1994. The Company is a
development stage company and has not conducted any business activities to date.
The Company has selected March 31st as its fiscal year end.
4. Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
5. Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of six months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 2000.
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FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
6. Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
PART 1 FINANCIAL INFORMATION
Management's Plan of Operations
The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $2,409 through December 2000 were primarily due to
operating expenses for legal and accounting services. Sales of the Company's
equity securities have allowed the Company to maintain a positive cash flow
balance.
Our two year business plan involves the following steps: during months four
through six (Apr-Jun 2001) raise capital of $7,500,000 through the sale of
common stock in a private placement; during months seven through twelve (Aug
2001-Jan 2002) budget $2,870,000 for our first restaurant in La Jolla,
California (planned opening Nov 2001) to include $1,200,000 for construction
costs, $350,000 for pre-opening costs, and monthly operating expenses of
$220,000, which includes $13,000 for two full-time chefs, $50,000 for service
and support personnel, $49,000 for food and liquor costs, $20,000 for wine,
$9,000 for advertising and promotional expenses, and $20,000 for rent.
We will only be able to advance our business plan after we receive capital
funding through the sale of equity securities in a private placement. In order
to allow public trading of our securities, we plan to file for trading on the
OTC Electronic Bulletin Board which is sponsored by the National Association of
Securities Dealers, the NASD. After raising capital, we intend to hire
employees, lease restaurant space in La Jolla, California, build-out the site
including the purchase of equipment and furnishings, and begin development of
our operations. We intend to use the equity capital to fund Moranzo's business
plan during the first twelve months as cash flow from sales is not estimated to
begin until year two of the business plan. We will face considerable risk in
each of our business plan steps, difficulty in hiring competent personnel within
our budget, difficulty in securing a suitable restaurant location, and a
shortfall of funding due to our inability to raise capital in the equity
securities market.
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FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
Our current business plan provides for funding solely through private placement
investment. We have determined through our experience in business that alternate
sources of business funding include venture capital investment, personal loans
from management, and institutional loans. In the event the we are not successful
in obtaining funding through a private placement, we believe the best
alternative to advance the company's business plan is for management to loan
funds to the company sufficient to maintain a minimum operating level and delay
the business plan steps until such time as private placement investment becomes
available. Moranzo's officers and directors have not, as of the date of this
filing loaned any funds to the company. There are no formal commitments or
arrangements to advance or loan funds to the company or repay any such advances
or loans. At this time, we believe institutional loans are unavailable to us due
to our development stage nature, and venture capital investment is not
beneficial to the existing shareholders due to the fifty percent or greater
amount of ownership normally required for venture capital funding. Without
necessary cash flow, Moranzo may be dormant during the next twelve months, or
until a time as necessary funds could be raised in the equity securities market.
PART II OTHER INFORMATION
ITEM 1 Not applicable.
ITEMS 2-4: Not applicable
ITEM 5: Information required in lieu of Form 8-K: None
ITEM 6: Exhibits and Reports on 8-K:
a) No reports on Form 8-K were filed during the fiscal
quarter ended December 31, 2000
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SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Moranzo, Inc.
/s/ Carlo Giovannini
Dated: March 5, 2001 _______________________________________
Carlo Giovannini
President and Chief Executive Officer