Attached files
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| EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION. - ORANCO INC | oranco10q03312010ex311.htm |
| EX-32.1 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER/ACTING CHIEF FINANCIAL OFFICER RELATING TO A PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS. - ORANCO INC | oranco10q03312010ex321.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
(x
)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly period ended March
31, 2010
( )TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from
to
Commission
File number
000-28181
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ORANCO,
INC.
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(Exact
name of registrant as specified in
charter)
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Nevada
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87-0574491
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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1981 E. Murray Holladay Rd, Suite
100, Salt Lake City, Utah
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84117
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(Address
of principal executive offices)
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(Zip
Code)
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702-583-7248
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
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. Se the
definitions of “large accelerated filer”, ”accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act
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Large
Accelerated Filer [ ]
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Accelerated
Filer [ ]
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Non-Accelerated
filer [ ]
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Smaller
Reporting Company [ x ]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act) Yes [ x
] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer=s classes of
common stock, as of the last practicable date
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Class
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Outstanding as of March 31,
2010
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Common Stock,
$0.001
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4,269,950
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2
INDEX
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Page
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Number
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PART
I.
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||||
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ITEM
1.
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Financial
Statements (unaudited)
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4
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Balance
Sheets
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5
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|||
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March
31, 2010 and December 31, 2009
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||||
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Statements
of Operations
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6 | |||
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For
the three months ended March 31, 2010 and 2009
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and the period June 16,
1977 to
March 31, 2010
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Statements
of Cash Flows
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7 | |||
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For
the three months ended March 31, 2010 and 2009
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|||
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and the period June
16, 1977 to
March 31, 2010
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Notes
to Financial Statements
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8
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ITEM
2.
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Management’s
Discussion and Analysis of Financial Condition and
Results of Operations
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11 | ||
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ITEM
3.
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Quantitative
and Qualtitative Disclosures About Market Risk
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12
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ITEM
4T.
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Controls
and Procedures
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12
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PART
II.
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||||
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ITEM
6.
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Exhibits
and Reports on 8K
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12
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Signatures
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13
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3
PART
I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
The
accompanying balance sheets of Oranco, Inc. (a development stage
company) at March 31, 2010 and December 31, 2009, and the
related statement of operations for the three months and the
statement of cash flows for the three months, ended March 31, 2010
and 2009 and the period June 16, 1977 to March 31, 2010 have been prepared by
the Company=s management
in conformity with accounting principles generally accepted in the United States
of America. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.
Operating results
for the quarter ended March 31, 2010, are not necessarily indicative of the
results that can be expected for the year ending December 31, 2010.
4
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ORANCO,
INC.
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||||||||||
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(Development
Stage Company)
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BALANCE
SHEETS
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March 31,
2010 and December 31, 2009
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Mar
31,
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Dec
31,
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|||||||||
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2010
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2009
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ASSETS
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| CURRENT ASSETS | ||||||||||
| Cash | $ | 87,115 | $ | 88,719 | ||||||
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Note
receivable
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202,342 | 200,000 | ||||||||
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Total
Current Assets
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$ |
289,457
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$ |
288,719
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||||
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CURRENT
LIABILITIES
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||||||||||
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Accounts
payable
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$ | 8,593 | $ | 1,194 | ||||||
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Total
Current Liabilities
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8,593 | 1,194 | ||||||||
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STOCKHOLDERS'
EQUITY
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||||||||||
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Common
stock
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||||||||||
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100,000,000
shares authorized, at $0.001 par value;
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||||||||||
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4,269,950
shares issued and outstanding.
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4,270 | 4,270 | ||||||||
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Capital
in excess of par value
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349,898 | 349,898 | ||||||||
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Deficit
accumulated during the development stage
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(73,304 | ) | (66,643 | ) | ||||||
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Total
Stockholders' Equity
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280,864 | 287,525 | ||||||||
| $ | 289,457 | $ | 288,719 | |||||||
The accompanying notes are an integral part of these financial statements
5
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ORANCO, INC.
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(
Development Stage Company)
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STATEMENT
OF OPERATIONS
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For
the Three Months Ended March 31, 2010, and 2009 and
the
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Period
June 16, 1977 (Date of Inception) to March 31, 2010
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Mar
31,
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Mar
31,
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Jun
16, 1977 to
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|||||||||||
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2010
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2009
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Mar 31, 2010
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REVENUES
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$ | - | $ | - | $ | - | |||||||
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EXPENSES
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Administrative
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9,111 | 4,191 | 235,536 | ||||||||||
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Valuation
adjustment- available-for-sale securities
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- | - | 30,401 | ||||||||||
| 9,111 | 4,191 | 265,937 | |||||||||||
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NET
LOSS FROM OPERATIONS
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(9,111 | ) | (4,191 | ) | (265,937 | ) | |||||||
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Interest
and contract income
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2,450 | 2,526 | 192,633 | ||||||||||
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NET
LOSS
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$ | (6,661 | ) | $ | (1,665 | ) | $ | (73,304 | ) | ||||
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NET
LOSS PER COMMON SHARE
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|||||||||||||
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Basic
and diluted
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$ | - | $ | - | |||||||||
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AVERAGE OUTSTANDING
SHARES
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|||||||||||||
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Basic
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4,269,950 | 4,269,950 | |||||||||||
The accompanying notes are an integral part of these financial statements
6
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ORANCO,
INC.
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|||||||||||||||
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(
Development Stage Company)
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STATEMENT
OF CASH FLOWS
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For
the Three Months Ended March 31, 2010, and 2009 and the
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Period
June 16, 1977 (Date of Inception) to March 31,
2010
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Jun
16, 1977
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Mar
31,
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Mar
31,
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to
Mar 31,
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2010
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2009
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2010
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
profit (loss)
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$ | (6,661 | ) | $ | (1,665 | ) | $ | (73,304 | ) | ||||||
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Adjustments
to reconcile net loss to net
cash provided by operating activities
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Changes
in accounts payable
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7,399 | (1,018 | ) | 8,593 | |||||||||||
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Net
Change in Cash from Operations
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738 | (2,683 | ) | (64,711 | ) | ||||||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Changes
note receivable
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(2,342 | ) | (2,342 | ) | (202,342 | ) | |||||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds
from issuance of common stock
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- | - | 354,168 | ||||||||||||
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Net
Change in Cash
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(1,604 | ) | (5,025 | ) | 87,115 | ||||||||||
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Cash
at Beginning of Period
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88,719 | 89,537 | - | ||||||||||||
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Cash
at End of Period
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$ | 87,115 | $ | 84,512 | $ | 87,115 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
7
ORANCO,
INC.
(
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
March
31, 2010
1.
ORGANIZATION
The
Company was incorporated under the laws of the state of Nevada on June 16, 1977
with authorized common stock of 100,000 shares at a par value of
$.25. On June 10, 1997 the authorized common stock was
increased to 100,000,000 shares with a par value of $.001.
The
Company has been in the business of the development of mineral deposits. During
1983 all activities were abandoned and the Company has remained inactive since
that time.
The
Company is in the development stage.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to
reverse. An allowance against deferred tax assets is recorded, when
it is more likely than not, that such tax benefits will not be
realized.
On March
31, 2010 the Company had a net operating loss available for
carryforward of $73,304. The tax benefit of approximately $22,000
from the carryforward has been fully offset by a valuation reserve
because the use of the future tax benefit is doubtful since the Company has not
started full operations. The net operating loss will expire starting
in 2018 through 2031.
Financial and Concentrations
Risk
The
Company does not have any concentration or related financial credit risk except
that the Company maintains cash in banks over the insured
amounts of $ 250,000, however they are considered to be in banks of high
quality.
8
ORANCO,
INC.
(
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS (Continued)
March
31, 2010
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
Basic and Diluted Net Income
(Loss) Per Share
Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
Statement of Cash
Flows
For the
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.
Revenue
Recognition
Revenue
will be recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising and Market
Development
The
company will expense advertising and market development costs as
incurred.
Estimates and
Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles generally accepted in the
United States of America. Those estimates and assumptions affect the
reported amounts of the assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were
assumed in preparing these financial statements.
Financial
Instruments
The
carrying amounts of financial instruments are considered by
management to be their estimated fair values due to their short term
maturities.
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
9
ORANCO,
INC.
(
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS (Continued)
March
31, 2010
3.
NOTE RECEIVABLE
On July
29, 2008 the Company made advances for a note receivable for $200,000 which is
due December 31, 2008 ( extended to June 30, 2010) with interest of
4.75% per annum. Any overdue amount will be payable with interest of
12% per annum. Interest has been received through December 31, 2009
and accrued through March 31, 2010.
4.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors
have acquired 22% of the outstanding common stock.
5.
SUBSEQUENT EVENTS
The
Company reviewed for any subsequent events from the balance sheet date to May 3,
2010 and found no material event to report.
10
ITEM 2.
Management’s Discussion and Analysis of Financial Condition
and
Results of Operations
Plan of
Operations.
The
Company has not engaged in any material operations or had any revenues from
operations since
inception. The Company's plan of
operation for the next 12 months is
to continue to seek
the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management intends to focus is efforts in Europe, Africa, and
South America both because management is located Europe and because management
believes that the Company can locate superior acquisition opportunities in these
geographical areas. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as the sole
consideration for such acquisition.
During
the next 12 months, the Company's only foreseeable cash requirements will relate
to maintaining the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
the Company expects to pay from its cash resources Management believes that
these funds are sufficient to cover its cash needs for the next 12 months. If
additional funds are required during this period, such funds may be advanced by
management or stockholders as loans to the Company. Because the Company has not
identified any such venture as of the date of this Report, it is impossible to
predict the amount of any such loan. However, any such loan will be on terms no
less favorable to the Company than would be available from a commercial lender
in an arm's length transaction. As of the date of this Report, the Company is
not engaged in any negotiations with any person regarding any
venture.
Results of
Operations.
Other
than restoring and maintaining its good corporate standing in the State of
Nevada, obtaining an audit of the Company’s financial statements, submitting the
Company’s common stock for quotation on the NASD OTC Bulleting Board, the filing
of a Form 10 Registration, the completion of a private placement, and a loan and
funding of a claim by Air Packaging Technologies, Inc. against 3M corporation,
the Company has had no material business operations in the two most recent
calendar years.
Three
Month Period Ended March 31, 2010 and 2009
The
Company did not generate any revenue during the three months ended March 31,
2010 and 2009. It has interest income, both paid and accrued of $2,450 and 2,526
respectively.
General
and administrative expenses were $9,111 for the three months ended March 31,
2010, compared to general and administrative expenses of $4,191 for the same
period in 2009. Interest income was $2,450 for the three months ended March 31,
2010 compared to $2,526 for the same period in 2009. Expenses were largely due
to accounting, legal, other professional costs, and timing issues. As a result
of the foregoing, the Company realized net losses of $6,661 for the three months
ended March 31, 2010 compared to $1,665 for the same period in 2009. The
Company’s net loss is attributable to a lack of business and ongoing
professional costs associated with preparing the Company’s public reports,
together with in timing differences from year to year.
11
Liquidity
and Capital Resources
At March
31, 2010, assets consisted of $87,115 in cash and $202,342 in short term notes
receivable and accrued interest. As of that date the Company had no outstanding
Liabilities, other than accounts payable amounting to $8,593.
Currently,
the Company has no material commitments for capital expenditures. Management
anticipates that operating expenses for the next twelve months will be
approximately $20,000 to $25,000, which it will fund from its cash
assets.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Required by smaller reporting companies.
ITEM 4T.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures. Our management, with the participation of our president/chief
financial officer, carried out an evaluation of the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of
our last fiscal quarter, March 31, 2010, (the "Evaluation Date"). Based upon
that evaluation, our president/chief financial officer concluded that, as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms and
(ii) is accumulated and communicated to our management, including our president
and our chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Changes in Internal Control Over
Financial Reporting. There were no changes in our internal controls over
financial reporting that occurred during our last fiscal quarter (ended March
31, 2010) that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART
2 - OTHER INFORMATION
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibits
|
Exhibit
31.1
|
Rule
13a-14(a)/15d-14(a) Certification.
|
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Exhibit
32.1
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Certification
by the Chief Executive Officer/Acting Chief Financial Officer Relating
to a Periodic Report Containing Financial
Statements.*
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12
(b)
Reports on Form 8-K.
There
were no reports filed on Form 8-K during the period covered by this
report.
* The
Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to liability under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned there unto
duly authorized.
|
ORANCO,
Inc.
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|
[Registrant]
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S/ Claudio
Gianascio
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President
& Treasurer
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May
7, 2010
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13