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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MORANZO, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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DELAWARE 5812 88-0469180
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<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) SIC NUMBER) IDENTIFICATION NO.)
566 PORT HARWICK, CHULA VISTA , CA 91913 619-692-2505
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (TELEPHONE)
ROBERTO BERNARDONI
566 PORT HARWICK, CHULA VISTA, CA 91913 619-692-2505
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(NAME & ADDRESS OF AGENT FOR SERVICE) (TELEPHONE)
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Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit (1) Price (2) Fee
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 4,720,000 $0.10 $472,000 $124.61
</TABLE>
(1) Based on the price paid per share by the selling shareholders.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
MORANZO, INC.
4,640,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. See the section entitled
"Selling Shareholders". The shares were acquired by the 48 selling shareholders
directly from the Company in a private offering that was exempt from
registration under the U.S. Securities laws. See section entitled "Description
of Securities".
Our common stock is presently not traded on any market or securities exchange.
The purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors".
Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is: September 30, 2000
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TABLE OF CONTENTS
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Summary .............................................................. 4
Risk Factors ......................................................... 4
Use of Proceeds ...................................................... 8
Determination of Offering Price ...................................... 8
Dilution ............................................................. 8
Selling Shareholders ................................................. 8
Plan of Distribution ................................................. 10
Legal Proceedings .................................................... 11
Directors, Officers, Promoters and Control Persons ................... 12
Security Ownership of Certain Beneficial Owners and Management ....... 13
Description of Securities ............................................ 14
Interests of Named Experts and Counsel ............................... 14
Securities Act Indemnification Disclosure ............................ 15
Organization within the Last Five Years .............................. 15
Description of Business .............................................. 15
Plan of Operation .................................................... 21
Description of Property .............................................. 22
Certain Relationships and Related Transactions ....................... 22
Market for Common Equity and Related Stockholder Matters ............. 22
Executive Compensation ............................................... 23
Index to Financial Statements ........................................ 24
Changes in or Disagreements with Accountants Disclosure .............. 24
Financial Statements ................................................. F-1
Available Information ................................................ 25
</TABLE>
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SUMMARY
Moranzo, Inc. was incorporated in Delaware on May 31, 1994. The Company was
formed to develop a chain of full-service, white tablecloth Italian restaurants
serving creatively prepared, premium quality cuisine based on authentic regional
recipes. The Company's primary business plan objective is to offer guests the
most authentic Italian dining experience available outside Italy. Management
plans a menu including a wide variety of authentic Italian foods, featuring
fresh ingredients and an extensive wine list featuring imported wines from
Italy. Management used the intervening years to study existing Italian
restaurant and bar operations, and to test and perfect their own version of an
up-scale Italian restaurant operation for another business which Management
controlled and owned. In May of 1998 the board of directors voted to seek
capital and began development of the Company's business plan. During June 1998,
the Company received its initial funding through the sale of common stock to
investors. From inception until September 2000, the Company had no material
operating activities.
OFFERING
Securities Being Offered Up to 4,720,000 shares of
common stock. See section entitled
"Description of Securities to be
Registered".
Securities Issued
And to be Issued 9,520,000 shares of common stock were issued
and outstanding as of the date of this
prospectus. See section entitled
"Description of Securities to be
Registered".
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders. See section entitled "Use of
Proceeds".
RISK FACTORS
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Shareholders and prospective
investors should carefully consider the following risk factors:
Planned Opening of New Restaurants. Our planned opening of new
restaurants involves a number of risks, including:
- uncertainties related to local demographics, tastes and
preferences;
- local wages, costs and other legal and economic conditions;
- the need to develop relationships with local distributors and
suppliers for fresh produce, seafood, meats and other
ingredients;
- potential difficulties related to management of operations; and
- lack of market awareness or acceptance of our restaurant
concept.
We may not be successful in addressing these risks. We also may not be
able to open our
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restaurants on a timely basis, or at all. Delays in opening or failure
to open planned new restaurants could have a material adverse effect on
our business and results of operations. We currently anticipate that a
new restaurant will take several months to reach planned operating
levels due to inefficiencies typically associated with opening a new
restaurant, such as lack of market awareness, acceptance of our
restaurant concept and inability to hire sufficient staff. Other factors
include:
- our ability to locate suitable restaurant sites or negotiate
acceptable lease terms;
- our ability to obtain required local, state and federal
governmental approvals and permits related to construction of
the sites;
- our dependence on contractors to construct new restaurants in a
timely manner;
- our ability to attract, train and retain qualified and
experienced restaurant personnel and management;
- our ability to obtain local, state and federal permits for food
and alcoholic beverages;
- our ability to operate our restaurants profitably;
- our need for additional capital and our ability to obtain such
capital on favorable terms or at all;
- our ability to respond effectively to the intense competition in
the full-service restaurant industry; and
- general economic conditions.
If we are not able to successfully address these factors, our business
and results of operations may be adversely impacted.
Seasonality and Other Factors. The restaurant business is subject to
seasonal fluctuations. Historically, restaurant sales have been higher
during the second and third quarters of each fiscal year. In addition to
seasonality, operating results may fluctuate significantly as a result
of a variety of factors, including:
- labor costs for our hourly and management personnel, including
increases in federal or state minimum wage requirements;
- fluctuations in food costs, particularly the cost of chicken,
beef, fish, cheese and produce;
- the timing of new restaurant openings and related expenses;
- consumer confidence;
- changes in consumer preferences;
- the level of competition from existing or new competitors in the
full-service restaurant industry;
- impact of weather on revenues and costs of food; and
- general economic conditions.
Competition and Lack of Resources to Compete Adequately. The restaurant
industry is intensely competitive. There are many different segments
within the restaurant industry that are distinguished by types of
service, food types and price/value relationships. We plan to position
our restaurants in the high-quality, full-service Italian food segment
of the industry. Competition in our industry segment is based primarily
upon food quality, price, restaurant ambiance, service and location.
Although we believe we compete favorably with respect to each of these
factors, many of our direct and indirect competitors are
well-established and
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have substantially greater financial, marketing, personnel and other
resources than we do. We will also compete with many other retail
establishments for site locations. The performance of individual
restaurants may also be affected by factors such as traffic patterns,
demographic considerations and the type, number and proximity of
competing restaurants. In addition, factors such as inflation, increased
food, labor and employee benefit costs and the availability of
experienced management and hourly employees may also adversely affect
the restaurant industry in general and our restaurants in particular.
Unanticipated Delays or Additional Costs of Construction. We will depend
on contractors and real estate developers to construct our restaurants.
Many factors may adversely affect the cost and time associated with the
development and construction of our restaurants, including:
- labor disputes;
- shortages of materials and skilled labor;
- adverse weather;
- unforeseen engineering problems;
- environmental problems;
- construction or zoning problems and local government
regulations;
- modifications in design; and
- other unanticipated increases in costs.
Any of these factors could give rise to delays or cost overruns which
may prevent us from developing additional restaurants within our
anticipated budgets or time periods. Any such failure could have a
material adverse effect on our business and results of operations.
Business Conditions in the Western Region. All our planned restaurants
are located in the Western region of the United States. Accordingly, we
are susceptible to fluctuations in our business caused by adverse
economic or other conditions in this region, including natural or other
disasters.
Inability to Anticipate and React to Changing Food, Alcohol or Labor
Costs. Based on Management's experience, restaurant operating costs
principally consist of food (18%), alcohol (11%) and labor (19%) costs.
Profitability is dependent on our ability to anticipate and react to
changes in food and labor costs. Various factors beyond our control,
including adverse weather conditions and governmental regulation, may
affect our food costs. We may not be able to anticipate and react to
changing food costs, whether through our purchasing practices, menu
composition or menu price adjustment. In the event that food and labor
price increases would cause us to increase our menu prices, we face the
risk that our guests will choose to patronize lower-cost restaurants.
Failure to react to changing food costs or to retain guests if we are
forced to raise menu prices could have a material adverse effect on our
business and results of operations. A substantial number of our
employees will be subject to various minimum wage requirements. Minimum
wage increases could have a material adverse effect on our business and
results of operations.
Adverse Publicity or Claims from our Guests. We may be the subject of
complaints or litigation from guests alleging food-related illness,
injuries suffered on the premises or other food quality, health or
operational concerns. Adverse publicity resulting from such allegations
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may materially affect us and our restaurants, regardless of whether such
allegations are true or whether we are ultimately held liable. We may
also be the subject of complaints or allegations from current, former or
prospective employees from time to time. A lawsuit or claim could result
in an adverse decision against us that could have a material adverse
effect on our business and results of operations.
Failure to Obtain or Maintain Federal, State or Local Permits. The
failure to maintain necessary licenses, permits or approvals, including
food and alcoholic beverage licenses, or to comply with other government
regulations could have a material adverse effect on our business and
results of operations. In addition, difficulties or failures in
obtaining required licenses and approvals may result in delays in, or
cancellations of, the opening of new restaurants. Restaurants are
subject to licensing and regulation by state and local health,
environmental, labor relations, sanitation, building, zoning, land use
and environmental regulations. There can be no assurance that we will be
able to obtain necessary variances or other approvals on a
cost-effective and timely basis in order to construct and develop new
locations in the future. Changes in any or all of these laws or
regulations could have a material adverse effect on our business and
results of operations.
If a Franchising Strategy is Adopted, We May be Unsuccessful in it's
Implementation. We may use a franchise strategy in selected markets. If
we adopt a franchising strategy, our failure to successfully execute a
franchising program could adversely affect our business and results of
operations. We have not yet established any criteria to evaluate
prospective franchisees. We may be unable to identify and attract
franchisees that have the business abilities or access to financial
resources necessary to open our restaurants or to successfully develop
or operate our restaurants in their franchise areas in a manner
consistent with our standards.
The Ability to Attract and Retain Highly Qualified Personnel. Our
success and the success of our individual restaurants depend upon our
ability to attract and retain highly motivated, well qualified
management personnel, as well as a sufficient number of qualified
employees, including guest service and culinary staff. Qualified
individuals needed to fill these positions are in short supply. Our
ability to recruit and retain such individuals may delay the planned
opening of a new restaurant or result in higher employee turnover in
existing restaurants, which could have a material adverse effect on our
business or results of operations. The current officers, Mr. Giovannini
and Mr. Bernardoni, are the sole officers and directors of the company
and have control in directing the activities of the company. They are
involved in other business activities and may, in the future, become
involved in additional business opportunities. If a specific business
opportunity becomes available, the officers and directors of the company
may face a conflict of interest. The Company has not formulated a plan
to resolve any conflicts that may arise. While the Company and its sole
officers and directors have not formally adopted a plan to resolve any
potential or actual conflicts of interest that exist or that may arise,
they have verbally agreed to limit their roles in all other business
activities to roles of passive investors and devote full time services
to the Company after the Company raises capital of $7,500,000 through
the sale of securities through a private placement and is able to
provide officers' salaries per its business plan.
Resources may be Strained in Implementing our Business Strategy. Our
business strategy may place a strain on our management, financial and
other resources. Although
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Management intends to implement its business plan through the
foreseeable future and will do its best to mitigate the risks associated
with its business plan, there can be no assurance that such efforts will
be successful. Management has no liquidation plans should the Company be
unable to receive funding. Should the Company be unable to implement its
business plan, Management would investigate all options available to
retain value for the shareholders. Among the options that would be
considered are: acquisition of a unique product or service, or a merger
or acquisition of another business entity that has revenue and/or
long-term growth potential. However, there are no pending arrangements,
understandings or agreements with outside parties for acquisitions,
mergers or any other material transactions.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these forward- looking
statements. Out actual results could differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us as described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling of the shareholders.
DETERMINATION OF OFFERING PRICE
We will not determine the offering price of the common stock. The offering price
will be determined by market factors and the independent decisions of the
selling shareholders. See section entitled "Selling Shareholders".
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly there will be no dilution to our
existing shareholders.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
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SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
4,720,000 shares of common stock offered through this prospectus. The shares
include the following:
1. 59,000 shares of our common stock that the selling shareholders acquired
from us in an offering that was exempt from registration pursuant to
Section 4(2) as amended of the Securities Act of 1933 and completed on
June 30, 1998; and
2. 4,661,000 shares of our common stock that the selling shareholders
acquired from us pursuant to an 80 for 1 forward stock split executed
March 15, 2000.
The following table provides as of September 30, 2000, information regarding the
beneficial ownership of our common stock held by each of the selling
shareholders, including:
1. The number of shares owned by each prior to this offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion of
the offering;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the
shares.
To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 9,520,000 shares outstanding
on September 30, 2000.
<TABLE>
<CAPTION>
Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alice Arterberry 80,000 80,000 NIL NIL
Lawrence Barrett 80,000 80,000 NIL NIL
John Batliner 320,000 320,000 NIL NIL
Brian Belknap 160,000 160,000 NIL NIL
David Bounds 80,000 80,000 NIL NIL
Serena Boyd 80,000 80,000 NIL NIL
Theodore Daniels 80,000 80,000 NIL NIL
Richard Davis 80,000 80,000 NIL NIL
Victor Farley 80,000 80,000 NIL NIL
Dominique Feeley 80,000 80,000 NIL NIL
Adolph Guerrero 80,000 80,000 NIL NIL
Daniel Heavlin 80,000 80,000 NIL NIL
Mary Heavlin 80,000 80,000 NIL NIL
William Howe 80,000 80,000 NIL NIL
Nichole Hudson 320,000 320,000 NIL NIL
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Cheryl Kozlowski 80,000 80,000 NIL NIL
Ray Kruger 80,000 80,000 NIL NIL
Russell Lajoie 80,000 80,000 NIL NIL
Jaime Lara 80,000 80,000 NIL NIL
Jill Ann Lewis 80,000 80,000 NIL NIL
Sean Manning 80,000 80,000 NIL NIL
Bill McMillen 80,000 80,000 NIL NIL
John Neel 80,000 80,000 NIL NIL
Shannon Nevett 320,000 320,000 NIL NIL
Dianne Newman 80,000 80,000 NIL NIL
Leslie O'Keefe 80,000 80,000 NIL NIL
Kurt Pierson 80,000 80,000 NIL NIL
Ryan Ramos 80,000 80,000 NIL NIL
Gerrie Rikert 80,000 80,000 NIL NIL
Elizabeth Schier 80,000 80,000 NIL NIL
Rosemary Shaber 80,000 80,000 NIL NIL
James Shafer 80,000 80,000 NIL NIL
Maureen Sipple 80,000 80,000 NIL NIL
Garry Smith 80,000 80,000 NIL NIL
Terry Smith 80,000 80,000 NIL NIL
Shirley Spittle 80,000 80,000 NIL NIL
Andrew Stamets 80,000 80,000 NIL NIL
Christopher Stapleton 80,000 80,000 NIL NIL
L.E. Stapleton 80,000 80,000 NIL NIL
Rosemary Stapleton 80,000 80,000 NIL NIL
Margaret Sturtevant 80,000 80,000 NIL NIL
Toshaiki Tachikawa 80,000 80,000 NIL NIL
Sharon Thompson 80,000 80,000 NIL NIL
Kenneth Twedt 80,000 80,000 NIL NIL
Rodger Ward 80,000 80,000 NIL NIL
Terry Westergard 80,000 80,000 NIL NIL
Richard White 80,000 80,000 NIL NIL
Leonard Womack 80,000 80,000 NIL NIL
Marvin Woodring 80,000 80,000 NIL NIL
</TABLE>
To our knowledge, none of the selling shareholders:
1. Has had a material relationship with Moranzo other than as a shareholder
as noted above at any time within the past three years; or
2. Has ever been an officer or director of Moranzo.
PLAN OF DISTRIBUTION
The selling shareholders have not informed us of how they plan to sell
their shares. However, they may sell some or all of their common stock
in one or more transactions, including block transactions:
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1. on such public markets or exchanges as the common stock may from time to
time be trading;
2. in privately negotiated transactions;
3. through the writing of options on the common stock;
4. in short sales; or
5. in any combination of these methods of distribution.
The sales price to the public may be:
1. the market price prevailing at the time of sale;
2. a price related to such prevailing market price; or
3. such other price as the selling shareholders determine from time to
time.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. If applicable, the
selling shareholders also may have distributed, or may distribute, shares to one
or more of their partners who are unaffiliated with us. Such partners may, in
turn, distribute such shares as described above. We can provide no assurance
that all or any of the common stock offered will be sold by the selling
shareholders.
We are bearing all costs relating to the registration of the common stock. Any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock, however, will be borne by the selling shareholders or
other party selling such common stock.
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during such times as the selling shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law and may,
among other things:
1. not engage in any stabilization activities in connection with our common
stock;
2. furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
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and
3. not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/01, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
Carlo Giovannini 67 President, 6/15/94 5/20/01
566 Port Harwick Director
Chula Vista, CA 91913
Roberto Bernardoni 54 Secretary, 6/15/94 5/20/01
566 Port Harwick Treasurer,
Chula Vista, CA 91913 Director
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
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Resumes
Carlo Giovannini
1991 - Present Manager and shareholder of Trattoria La Strada
Restaurants, San Diego, California. Responsible for
purchasing, supervision of office, bar and food service
managers, staff training programs, advertising, new
restaurant site selection, new restaurant construction -
interior design - leasehold improvements. Implemented
customer satisfaction, public relations, and regional
restaurant "best of" contest programs that have earned
La Strada restaurants consistent top food and top
overall Italian restaurant awards in Southern California
regional contests every year since 1991.
1991 - Present Board of directors member and shareholder, Becar
Corporation, San Diego, California. The Company imports
Italian marble, granite, and furniture for sale
throughout the United States.
Roberto Bernardoni
1991 - Present Chef and shareholder of Trattoria La Strada Restaurants,
San Diego, California. Responsible for implementation of
culinary design, creation and implementation of new menu
dishes, managing all kitchen personnel, cuisine quality
control, daily menu food selections. Originally from
Florence, Italy, his speciality is Tuscan cuisine solely
in an up-scale meal price range. Designed and manages a
"just in time delivery" food inventory system and daily
advance baking and pasta preparation systems in order to
serve only fresh food each day.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - September 30, 2000:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
----- ------- --------------- -----
<S> <C> <C> <C>
Common Carlo Giovannini 2,400,000 25.5%
566 Port Harwick
Chula Vista, CA 91913
Common Roberto Bernardoni 2,400,000 25.5%
566 Port Harwick
Chula Vista, CA 91913
</TABLE>
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<TABLE>
<S> <C> <C>
Total Shares Owned by Officers & Directors
As a Group 4,800,000 51%
</TABLE>
(A) Mr. Giovannini received for administrative services 30,000 shares of the
Company's common stock on March 15, 1998. 2,370,000 shares of the
Company's common stock were issued to him per an 80 for 1 forward stock
split on March 15, 2000.
(B) Mr. Bernardoni received for administrative services 30,000 shares of the
Company's common stock on March 15, 1998. 2,370,000 shares of the
Company's common stock were issued to him per an 80 for 1 forward stock
split on March 15, 2000.
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
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<PAGE> 15
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.
Jennifer Pulver, our independent counsel, has provided an opinion on the
validity of our common stock.
DISCLOSURE OF COMMISSION POSITION FOR SECURITIES ACT LIABILITIES
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or other controlling
persons in connection with the securities registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction.
We will then be governed by the court's decision.
ORGANIZATION WITHIN LAST FIVE YEARS
The Company was incorporated in Delaware on May 31, 1994. In May of 1998 the
board of directors voted to seek capital and began development of the Company's
business plan. During June 1998, the Company received its initial funding
through the sale of common stock to investors.
DESCRIPTION OF BUSINESS
Form And Year Of Organization
Moranzo, Inc. was incorporated in Delaware on May 31, 1994. The Company was
formed to develop a chain of full-service, white tablecloth Italian restaurants
serving creatively prepared, premium quality cuisine based on authentic regional
recipes. Management used the intervening years to study existing Italian
restaurant and bar operations, and to test and perfect their own version of an
up-scale Italian restaurant operation for another business which Management
controlled and owned. In May of 1998 the board of directors voted to seek
capital and began development of the Company's business plan. During June 1998,
the Company received its initial funding through the sale of common stock to
investors. From inception until July 2000, the Company had no material operating
activities.
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<PAGE> 16
Any Bankruptcy, Receivership, Or Similar Proceeding
There have been no bankruptcy, receivership or similar proceedings.
Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Principal Products Or Services And Their Markets
The Company's primary business plan objective is to offer guests the most
authentic Italian dining experience available outside Italy. Management plans a
menu including a wide variety of authentic Italian foods, featuring fresh
ingredients and an extensive wine list featuring imported wines from Italy. The
Company's strategy to achieve these objectives includes the following key
elements:
Offer Premium Quality, Authentic Regional Italian Cuisine. The Company
will seek to differentiate its restaurants from other restaurants in the
Italian food segment by offering creatively prepared, premium quality
Italian cuisine based on authentic regional recipes. The core menu
served at both lunch and dinner will feature a variety of dishes from
the Tuscany region, including house-made pasta, poultry and game roasted
over a wood-fired rotisserie, meat and fresh fish from a charcoal grill,
soups and salads. Italian appetizers (antipasti), creative desserts
prepared on-site, full liquor service and an extensive wine list
emphasizing imported Italian varietals will be offered. Hand-made breads
and rolls, baked daily and based on original Italian recipes, will be
served with olive oil, providing an authentic and high quality
complement to the menus. The menu will also include several low-salt,
low-fat selections for health or diet-conscious guests. Native-born
Italian chefs will develop all of the core menu items, which will vary
depending on the seasonal availability of raw ingredients. From medieval
times to today, Tuscan cuisine has been tied to the agriculture of the
area: the olive tree, the vineyard, vegetables from peas to leeks,
variations of colors from the green of kale to the white of the
cannelloni bean, to the dark brown of the chestnut flour. All of these
things are in perfect harmony with the land that produces them, and
Tuscan chefs have carefully preserved the antique recipes, based
directly on the local resources. Italians have long regarded the Tuscan
cuisine as the best because of its simplicity and use of only the finest
ingredients. The Company's chefs will also develop specialty menu items
each month based on the local cuisine and culinary style of one of
Italy's other geographic regions as part of the Company's marketing
program. Each specialty menu is intended to capture both the unique
flavors and culinary style that characterize that region's local cuisine
and will include items based on produce, cheese, meat, poultry and
seafood indigenous to the region. Selected wines of the region will be
offered to complement the menu items.
Create a Distinctive Authentic Italian Atmosphere. The Company will
create a distinctive authentic Italian atmosphere with restaurant
designs unique to each location. The restaurants' sophisticated, yet
intimate and friendly atmosphere is intended to be suitable for a
variety of meal occasions. Exhibition kitchens with wood-fired
rotisseries, charcoal grills and ovens in full display of the guests
will create appealing cooking aromas to reinforce the
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<PAGE> 17
guests' perception of quality, freshness and authenticity. Design
elements, which may include European slate floors, marble bars, mahogany
trim, outdoor piazzas, hand-painted ceilings and fine art, will be
selected to evoke the charm and elegance of a memorable dining
experience in Italy. The tables will be a mix of booths and
free-standing tables and chairs, dressed with white tablecloths and
Italian flatware. In addition to dining room service, food will be
available at the liquor/espresso bar, and where location and weather
permits at outdoor "sidewalk" tables.
Focus on Service. Management's emphasis on service will be an important
factor in the Company's success. Significant resources will be invested
in the training of its service personnel and each restaurant will be
staffed with an experienced management team to ensure attentive guest
service, consistent high standard of food quality and impeccable
cleanliness. Service is intended to be professional and friendly yet not
intrusive. Through employee and guest questionnaires, the Company will
request valuable feedback and implement measures designed to reinforce
its commitment to outstanding service and guest satisfaction.
Provide a Superior Work Environment. The Company believes that
qualified, knowledgeable employees are critical to its success. By
providing extensive training, attractive compensation and significant
opportunities for employee feedback and advancement, Management will
seek to foster a strong corporate culture that will help attract and
retain highly qualified employees.
Distribution Methods Of Products Or Services
The Company believes that providing an authentic Italian dining experience by
offering quality food, wine and bakery products, distinctive decor, enthusiastic
service and an attractive price-value relationship is the most effective
approach to attracting new and repeat guests. Accordingly, the Company will also
rely on reputation, local reviews and awards and word-of-mouth to promote its
restaurants in each community in which it operates. The Company will also
implement a program of marketing and public relations activities designed to
create market awareness. To encourage repeat patronage, the Company has
developed a program of innovative specialty menu items which rotate monthly,
based on authentic recipes from one of Italy's geographic regions. Menu items
are accompanied by selected wines from the region and a regional bread is
provided by the restaurant's bakery. Mailers describing each month's offering
will be sent monthly to businesses and households in geographic proximity to the
restaurant. Other marketing concepts that may be pursued include both on-site
and off-site activities, such as large party, special event and meeting
catering, bread and baked goods classes, food and wine tasting, chef
demonstrations, and programs designed to encourage concierges from local hotels
and office buildings to recommend the Company's restaurant to their clients.
Other public awareness activities may include participation in community
activities, such as fund-raisers for schools, hospitals and other non-profit
organizations.
Management considers location to be a critical factor in determining a
restaurant's long-term success, the Company will devote significant effort to
the site selection process. The Company's site selection strategy is to locate
restaurants in affluent urban and suburban areas, located near or on main
traffic routes. The Company will take into account a variety of local factors,
including demand and consumer preferences, competition, availability of suitable
locations and personnel,
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<PAGE> 18
local demographics and household income levels, as well as specific site
characteristics, such as visibility, accessibility, traffic volume and proximity
to activity centers such as shopping areas, hotels, offices and universities.
Once an appropriate site has been identified Management will determine the most
beneficial lease option available. Traditionally, leases for new upscale
restaurants are structured in one of two ways: The Turn-Key Deal, wherein the
landlord is in charge of construction and can finance the development of the
building utilizing the tenant's plans. There would usually be a maximum on the
landlord's share of construction costs and the minimum rent would be based on
the cost of construction plus some stipulated amount for land value. The second
option is the Construction Allowance Deal wherein the tenant would control the
construction and negotiate a construction allowance from the landlord. The
allowance is payable in progress payments as the project is completed. In
addition to the construction cost/land value base rent, an additional rent
amount is paid as a percent of gross business, typically a range of 4% to 7% of
sales. Lessee's are typically responsible for a percentage of the property taxes
on the restaurant structure.
Status Of Any Publicly Announced New Product Or Service
The Company has no new product or service planned or announced to the public.
Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition
The restaurant industry is intensely competitive. There are many different
segments within the restaurant industry that are distinguished by types of
service, food types and price/value relationships. We plan to position our
restaurants in the high-quality Italian food segment of the industry. In this
segment the direct competitors include both national chains and numerous
privately operated local restaurants. Competition in this segment is based
primarily upon food quality, price, restaurant ambiance, service and location.
While the Company believes that its restaurants are distinctive in design and
operating concept, other companies may develop restaurants that operate with
similar concepts. The restaurant business is often affected by changes in
consumer tastes, national, regional or local economic conditions, demographic
trends, consumer confidence in the economy, discretionary spending priorities,
weather conditions, tourist travel, traffic patterns, and the type, number and
location of competing restaurants. Although the Company believes it can compete
favorably with respect to each of these factors, many of its direct and indirect
competitors are well-established and have substantially greater financial,
marketing, personnel and other resources. Management is not aware of any
significant barriers to the Company's entry into the restaurant market, however,
the Company at this time has no market share of this market.
Sources And Availability Of Raw Materials And The Names Of Principal Suppliers
Management will rely on their combined experience and knowledge in the
restaurant business to arrange for the procurement of its food and supplies. To
ensure freshness and quality, maintain low inventory levels and facilitate the
unique preparation of menu items, the Company will purchase most of its
ingredients in an unprocessed state. In order to maximize operating efficiencies
and to provide the freshest ingredients for its food products, the management
team of each restaurant will determine the daily quantities of food items needed
and order accordingly. The Company's ability to ensure a consistent supply of
high-quality food and supplies at competitive prices depends upon identifying
and maintaining relationships with reliable vendors. Management plans to utilize
multiple vendors, competitive bids, long-term contracts and long-term vendor
relationships to ensure
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<PAGE> 19
availability of products and stability of costs. International contacts
maintained by Management will facilitate the importation of wines and other
Italian commodities at favorable cost and exchange rates. The Company will enter
into agreements with vendors per its business plan after raising capital during
the first six months of its plan.
Management Information Systems
The Company plans to use existing, off-the-shelf integrated management
information systems in all of its restaurants. These systems include a
computerized point-of-sale system which facilitates the movement of guest food
and beverage orders between the guest areas and kitchen and bar, controls cash,
handles credit card authorizations and provides management with revenue data.
The system also includes a computerized time management system to calculate the
time worked by each employee, and allows management to gather data and schedule
labor hours and produce payroll reports. Additionally, a back-office system for
processing daily and weekly paperwork (sales, accounts payable, labor and
inventory) will be utilized to generate operating statements. The system will
also allow management to review the mix of menu items in order to better match
guest preferences and improve profitability.
Dependence On One Or A Few Major Customers
The Company will not depend on any one or a few major customers. The Company
intends to begin its initial operations in San Diego during the first year of
its business plan and expand operations into Los Angeles and San Francisco in
the second year. California is the nation's largest restaurant market with sales
60% higher than either of the next two largest states (Texas and Florida).
According to the National Restaurant Association's 2000 Industry Forecast,
consumer interest in the variety of tastes and experiences at table-service
restaurants has fueled a resurgence in the full-service restaurant industry.
With full-service sales projected to reach $128.1 billion in 2000 - up 5.9% from
$121 billion in 1999 - the magnitude of the projected sales gain in the past
five years is $31.7 billion or 33%, well ahead of the projected 23% increase for
fast-food. In their 1999 Tableservice Operator Survey, more than 8 out of 10
restauranteurs reported that consumers have higher expectations for both the
quality and consistency of food and service and traditional fine- dining
hallmarks such as freshness of ingredients, quality of service, ambiance and
presentation are areas with increasing customer expectations.
Restaurant industry growth has been led by states in the South and the West,
fueled by strong gains in population, employment and personal income, 18 of the
top 20 states are all located in one of those two regions. With projected
eating-place sales of $30.4 billion, California is expected to lead the nation
in sales volume in 2000. ((C) National Restaurant Association, 2000)
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration
The Company has no current plans for any registrations such as patents,
trademarks, copyrights, concessions, royalty agreements or labor contracts. When
the Company has sufficient funding, management will seek legal council to
determine if any such registrations would be in its best interests. The Company
may utilize a franchise strategy in selected markets. To date, Management
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<PAGE> 20
has not yet established any criteria to evaluate prospective franchisees.
Need For Government Approval Of Principal Products Or Services and the Effect Of
Existing Or Probable Governmental Regulations On The Business
The Company's restaurants will be subject to licensing and regulation by state
and local health, sanitation, safety, fire and other authorities. The
development and construction of new restaurant sites will be subject to
compliance with applicable zoning, land use and environmental, traffic and other
regulations. Regulations governing the sale of alcoholic beverages require
licensing by each site (in most cases, on an annual basis) and licenses may be
revoked or suspended for cause at any time. The regulations relate to many
aspects of restaurant operation, including the minimum age of patrons and
employees, hours of operation, advertising, wholesale purchasing, inventory
control and handling, storage and dispensing of alcoholic beverages. The failure
of a restaurant to obtain or retain these licenses would adversely affect the
restaurant's operations. The Company may also be subject in certain states to
"dram-shop" statutes, which generally provide an injured party recourse against
an establishment that wrongfully serves alcoholic beverages to an intoxicated
person causing the injury. As appropriate, the Company shall seek to obtain
liability insurance against such potential liability.
The Company will be subject to federal and state minimum wage laws and other
laws governing such matters as overtime, tip credits, working conditions, safety
standards, and hiring and employment practices. The Company will also be
required to monitor its facilities for compliance with the Federal Americans
With Disabilities Act (ADA) and related state statutes in order to conform to
their requirements. Under the ADA the Company could be required to expend funds
to modify its restaurants to make them more readily accessible to disabled
persons, to better provide service to disabled persons, or to make reasonable
accommodation for the employment of disabled persons.
Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers
The Company has not expended funds for research and development costs since
inception.
Costs And Effects Of Compliance With Environmental Laws
Environmental regulations have had no materially adverse effect on the Company's
operations to date. The Company will be required to comply with environmental
regulation regarding the disposal of used cooking oil. Management is familiar
with several companies, such as Darling International and Whistler, Inc., which
provide efficient and ecologically sound ways to dispose of used oils. These
companies typically provide a restaurant with a stainless steel container that
is installed inside the restaurant to receive the spent oil; at pick-up time,
the oil is pumped directly into a tanker truck through an outside valve, so that
kitchen operations are not disrupted. Public interest in the protection of the
environment has increased dramatically in recent years and the trend toward more
expansive and stricter environmental legislation and regulations could continue.
To the extent that laws are enacted or other governmental action is taken that
imposes environmental protection requirements that result in increased costs,
the business and prospects of the Company could be
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adversely affected.
Number Of Total Employees And Number of Full Time Employees
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring 58 new employees during the next twelve months.
Reports To Security Holders
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders, and the Company has not provided an annual report to its
shareholders in the past. The Company is voluntarily filing this Form SB-2 in
order to make its financial information equally available to any interested
parties or investors. The Company will be subject to the disclosure rules of
Regulation S-B for a small business issuer under the Securities Act of 1933 and
the Securities Exchange Act of 1934. The Company anticipates it will become
subject to disclosure filing requirements effective sixty days after the date
the Securities and Exchange Commission accepts its original Form SB-2 filing,
and, after that date, will be required to file Form 10-KSB annually and Form
10-QSB quarterly. In addition, the Company will be required to file Form 8 and
other proxy and information statements from time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.
Year 2000 Disclosure
Before 2000, business users of computers were aware that time-sensitive software
might cause their computer systems to recognize a date using "00" as the year
1900 rather than the year 2000. Computer users were concerned that this software
date problem might result in system failures or miscalculations causing
disruption of normal business activities, primarily in the first weeks of 2000.
The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has experienced no Year 2000 related
systems problems as of the date of this filing. Management has discussed Year
2000 computer systems issues with proposed goods and services suppliers for the
Company's business plan and they have confirmed their computer related systems
are already Year 2000 compatible.
As of the date of this filing, Management has made no Year 2000 compliance
plans, other than to plan purchases of computer systems and software which are
already Year 2000 compatible. Management has no Year 2000 contingency plans and
does not intend to prepare future contingency plans related to Year 2000
compliance worst case scenarios.
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PLAN OF OPERATION
The Company's current cash balance is $5,900. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through March 2001, however, in order to advance the Company's business plan the
Company must raise capital through the sale of equity securities. To date, the
Company has sold $5,900 in equity securities. Sales of the Company's equity
securities have allowed the Company to maintain a positive cash flow balance.
The Company's two year business plan encompasses the following steps to
implement its goals: during months one through six raise capital of $7,500,000
through the sale of common stock in a private placement; during months seven
through twelve budget $2,870,000 for its first restaurant 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, $35,000
for service and support personnel, $49,000 for food and alcohol costs, $9,000
for advertising and promotional expenses, and $20,000 for rent.
The Company will only be able to advance its business plan after it receives
capital funding through the sale of equity securities. After raising capital,
Management intends to hire employees, lease retail space in San Diego,
California, build-out the site including the purchase of equipment and
furnishings, and begin development of its operations. The Company intends to use
its equity capital to fund the Company's business plan during the next twelve
months as cash flow from sales is not estimated to begin until year two of its
business plan. The Company will face considerable risk in each of its business
plan steps, such as difficulty of hiring competent personnel within its budget,
difficulty in securing a suitable restaurant location, and a shortfall of
funding due to the Company's inability to raise capital in the equity securities
market. If no funding is received during the next twelve months, the Company
will be forced to rely on its existing cash in the bank and funds loaned by the
directors and officers. The Company's officers and directors have no formal
commitments or arrangements to advance or loan funds to the Company. In such a
restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, the Company may be dormant during the next twelve
months, or until such time as necessary funds could be raised in the equity
securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $255,000 in equipment, furnishings,
computers, and software during the next twelve months from proceeds of its
equity security sales. The Company's business plan provides for an increase of
58 employees during the next twelve months.
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 566 Port Harwick, Chula
Vista, CA 91913. The principal executive office and telephone number are
provided by an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes. Management considers the Company's current
principal office space arrangement adequate until such time as the Company
achieves its business plan goal of raising capital of $7,500,000 and then begins
hiring new employees per its business plan.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr.
Bernardoni, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids", "asks" and volume.
As of the date of this filing, there is no public market for the Company's
securities. As of September 30, 2000, the Company had 50 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other
Name & annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation ($) awards ($) SARs ($) sation ($)
-------- ---- --- --- ---------- ---------- ---- --- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C Giovannini 1998 -0- -0- -0- 3,000 -0- -0- -0-
President 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0- -0- -0-
R Bernardoni 1998 -0- -0- -0- 3,000 -0- -0- -0-
Sec. - Tres 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
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The Board agreed to pay Mr. Giovannini, for administrative services, 30,000
shares of the Company's common stock on March 15, 1998. The stock was valued at
the price unaffiliated investors paid for stock sold by the Company, $.10 per
share. On March 15, 2000, 2,370,000 shares of the Company's common stock were
issued to him per an 80 for 1 stock split.
The Board agreed to pay Mr. Bernardoni, for administrative services, 30,000
shares of the Company's common stock on March 15, 1998. The stock was valued at
the price unaffiliated investors paid for stock sold by the Company, $.10 per
share. On March 15, 2000, 2,370,000 shares of the Company's common stock were
issued to him per an 80 for 1 stock split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, restaurant
sales, estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $25,000 at each month end. When
positive cash flow reaches $25,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will that benefits the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The audited financial statements of the Company for the years ended March 31,
2000 and 1999, and the period ended August 31, 2000 and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL
AND FINANCIAL DISCLOSURE
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MORANZO, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
August 31, 2000
March 31, 2000
March 31, 1999
<PAGE> 26
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT F1
ASSETS F2
LIABILITIES AND STOCKHOLDERS' EQUITY F3
STATEMENT OF OPERATIONS F4
STATEMENT OF STOCKHOLDERS' EQUITY F5
STATEMENT OF CASH FLOWS F6
NOTES TO FINANCIAL STATEMENTS F7-F11
</TABLE>
<PAGE> 27
[BARRY L. FRIEDMEN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors September 1, 2000
Moranzo, Inc.
Chula Vista, California
I have audited the accompanying Balance Sheets of Moranzo, Inc. (A
Development Stage Company), as of August 31, 2000, March 31, 2000, and March 31,
1999, and the related statements of operations, stockholders' equity and cash
flows for the period April 1, 2000, to August 31, 2000, and the two years ended
March 31, 2000, and March 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Moranzo, Inc. (A
Development Stage Company), as of August 31, 2000, March 31, 2000, and March 31,
1999, and the related statements of operation, stockholders' equity and cash
flows for the period April 1, 2000, to August 31, 2000, and the two years ended
March 31, 2000, and March 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
- F1 -
<PAGE> 28
Moranzo, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
August March March
31, 2000 31, 2000 31, 1999
-------- -------- --------
<S> <C> <C> <C>
CURRENT ASSETS
CASH $5,900 $5,900 $5,900
------ ------ ------
TOTAL CURRENT ASSETS $5,900 $5,900 $5,900
------ ------ ------
OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL ASSETS $5,900 $5,900 $5,900
------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F2 -
<PAGE> 29
Moranzo, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
August March March
31, 2000 31, 2000 31, 1999
-------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES $ 0 $ 0 $ 0
------ ------ ------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
------ ------ ------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.00001
Authorized 20,000,000 shares
Issued and outstanding at
March 31, 1999 -
119,000 shares $ 2
March 31, 2000 -
9,520,000 shares
$ 96
Common stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
August 31, 2000 -
9,520,000 shares $9,520
Additional Paid-In Capital +2,380 +11,804 +11,898
Deficit accumulated during
The Development stage -6,000 -6,000 -6,000
TOTAL STOCKHOLDERS' EQUITY $5,900 $5,900 $5,900
------ ------ ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $5,900 $5,900 $5,900
------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F3 -
<PAGE> 30
Moranzo, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
April 1, Year Year May 31,1994
2000, to Ended Ended (Inception)
Aug. 31, Mar. 31, Mar. 31, to Aug. 31,
2000 2000 1999 2000
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ----------
EXPENSES
General, Selling and
Administrative $ 0 $ 0 $ 0 $ 6,000
---------- ---------- ---------- ----------
TOTAL EXPENSES $ 0 $ 0 $ 0 $ 6,000
---------- ---------- ---------- ----------
NET PROFIT/LOSS (-) $ 0 $ 0 $ 0 $ -6,000
---------- ---------- ---------- ----------
Net loss per share -
Basic and diluted
(Note #2) $ NIL $ NIL $ NIL $ -.0006
---------- ---------- ---------- ----------
Weighted average
Number of common
shares outstanding 9,520,000 9,520,000 9,520,000 9,520,000
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F4 -
<PAGE> 31
Moranzo, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------ ------ ------- -------
<S> <C> <C> <C> <C>
Balance,
March 31, 1998 60,000 $ 1 $ 5,999 $ -6,000
June 30, 1998
Issued For Cash 59,000 1 5,899
Net loss year ended
March 31, 1999 0
--------- --------- --------- ---------
Balance,
March 31, 1999 119,000 $ 2 $ 11,898 $ -6,000
March 15, 2000
Forward Stock Split
80 For 1 9,401,000 +94 -94
Net loss year ended
March 31, 2000 0
--------- --------- --------- ---------
Balance,
March 31, 2000 9,520,000 $ 96 $ 11,804 $ -6,000
June 19, 2000
Changed Par Value
From $0.00001
To $0.001 +9,424 -9,424
Net loss year ended
April 1, 2000 to
August 31, 2000 0
--------- --------- --------- ---------
Balance,
August 31, 2000 9,520,000 $ 9,520 $ 2,380 $ -6,000
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F5 -
<PAGE> 32
Moranzo, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
April 1, Year Year May 31,1994
2000, to Ended Ended (Inception)
Aug. 31, Mar. 31, Mar. 31, to Aug. 31,
2000 2000 1999 2000
------ ------ ------ -------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ 0 $ 0 $ 0 $-6,000
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Common Stock
For Services 0 0 0 +6,000
Changes in assets and
Liabilities 0 0 0 0
------ ------ ------ -------
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 +5,900
------ ------ ------ -------
Net Increase (decrease) $ 0 $ 0 $ 0 $+5,900
Cash,
Beginning of period 5,900 5,900 5,900 0
------ ------ ------ -------
Cash,
End of Period $5,900 $5,900 $5,900 $ 5,900
------ ------ ------ -------
</TABLE>
The accompanying notes are an integral part of these financial statements
- F6 -
<PAGE> 33
Moranzo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS August 31, 2000,
March 31, 2000, and March 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 31, 1994, under the laws of the State of
Delaware as Moranzo, Inc. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of August 31, 2000.
- F7 -
<PAGE> 34
Moranzo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED) August 31,
2000, March 31, 2000, and March 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires
most costs of start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP
98-5, there has been little or no effect on the company's
financial statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of August 31, 2000, the Company had no dilative common
stock equivalents such as stock options.
- F8 -
<PAGE> 35
Moranzo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED) August 31,
2000, March 31, 2000, and March 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected March 31st as its fiscal year-end.
Policy In regards to Issuance of Common Stock in a Non-Cash Transaction
The company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to the fair
market value of the assets or services received.
Year 2000 Disclosure
The Y2k issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended August 31,
2000. The Company's total deferred tax asset as of March 31, 2000, is as
follows:
<TABLE>
<S> <C>
Net operation loss carry forward $ 6,000
Valuation allowance $ 6,000
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire before 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
- F9 -
<PAGE> 36
Moranzo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED) August 31,
2000, March 31, 2000, and March 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $0.001 per share.
Preferred Stock
Moranzo, Inc. has no preferred stock.
On March 15, 1998, the Company issued 60,000 shares of its $0.00001 par
value common stock in consideration of $0.10 per-share ($6,000.00) to
its directors, for services.
On June 30, 1998, the Company issued 59,000 shares of its $0.00001 par
value common stock for cash of $5,900.
On March 15, 2000, the Company approved a forward stock split on the
basis of 80 for 1, thus increasing the common stock from 119,000 shares
9,520,000 shares.
On June 19, 2000, the State of Delaware approved the Company's restated
Articles of Incorporation, which changed the par value from $0.00001 to
$0.001 and increased the authorized common shares from 20,000,000 common
shares to 50,000,000 common shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. The stockholders/officers and/or directors
have informally committed to advancing the operating costs of the
Company interest free, if necessary.
- F10 -
<PAGE> 37
Moranzo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued) August
31, 2000, March 31, 2000, and March 31, 1999
NOTE 6 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
- F11 -
<PAGE> 38
PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The Board
of Directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in subsections (a) and (b) of
Section 145 of the Delaware General Corporation Law.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable. See section entitled
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities".
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $123
Accounting fees and expenses $2000
Legal fees $500
Total $2623
</TABLE>
The Company will pay all expenses of the offering listed above. No portion of
these expenses will be borne by the selling shareholders.
RECENT SALES OF UNREGISTERED SECURITIES
On March 15, 1998, the shareholders authorized the issuance of 30,000 shares of
common stock for services to each of the officers and directors of the Company
for a total of 60,000 shares. The Company relied upon Section 4(2) of Securities
Act of 1933, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
From the period of approximately June 1, 1998 until June 30, 1998, the Company
offered and sold 59,000 shares at $0.10 per share to 48 non-affiliated private
investors. The Company relied upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
Company, including the business, management, offering details, risk factors and
financial statements. Each investor also completed a subscription confirmation
letter and private placement subscription agreement whereby the investors
certified that they were purchasing the shares for their own accounts, with
investment intent and that each investor was either "accredited", or was
25
<PAGE> 39
a "sophisticated" purchaser, having prior investment experience or education,
and having adequate and reasonable opportunity to access and review any
corporate information necessary to make an informed investment decision. These
investors were known or familiar to the Officers and Directors of the Company.
This offering was not accompanied by general advertisement or general
solicitation and the shares were issued with a Rule 144 restrictive legend. The
funds received were specifically allocated to operating expenses of the Company.
Under the Securities Act of 1933 , all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; ( c ) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On March 15, 2000, the Board of Directors authorized a forward stock split of 80
for 1 resulting in a total of 9,520,000 shares of common stock issued and
outstanding.
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 1 Underwriting Agreement None
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 5 Opinion re: Legality Included
Exhibit 8 Opinion re: Tax Matters None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material Contracts None
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 13 Annual or Quarterly Reports None
Exhibit 15 Letter on unaudited interim financial information None
Exhibit 16 Letter on change of certifying accountant None
</TABLE>
26
<PAGE> 40
<TABLE>
<S> <C> <C>
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 25 Statement of eligibility of trustee None
Exhibit 26 Invitations for competitive bids None
Exhibit 27 Financial Data Schedule Included
</TABLE>
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
1. Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. Reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and
3. Include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
that the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities is asserted by
one of our directors, officers, or other controlling persons in connection with
the securities registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the final adjudication of such issue.
27
<PAGE> 41
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Chula Vista, state
of California, on September 30, 2000.
Moranzo, Inc.
By /s/ Carlo Giovannini
---------------------------------
Carlo Giovannini, President &
Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
dates stated.
/s/ Carlo Giovannini, President & Director 9/30/00
-------------------- ----------------------
Carlo Giovannini Date
/s/ Roberto Bernardoni, Secretary, Treasurer 9/30/00
-------------------- & Director ----------------------
Roberto Bernardoni, Date
28
