FILE-NUMBER 0-28181
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB12G
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12 (B) OR 12 (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
ORANCO, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0574491
(STATE OF INCORPORATION) (I.R.S. EMPLOYER ID NO.)
1981 E. 4800 SO., SUITE 100, SALT LAKE CITY UT 84117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(801) 272-9294
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 1,394,950
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
Common stock: $0.001 Par value N/A
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRATION WAS $0.000 AS OF NOVEMBER 15, 1999.
SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 15, 1999: 1,394,950
<PAGE>
PART F/S
Financial Statements and Supplementary Data
The Company's audited financial statements for the years ended December 31,
1998, 1997, and the period October 19, 1988 (date of inception) to June 30,
1999, have been examined to the extent indicated in the reports by Andersen
Andersen and Strong, L.C., Certified Public Accountants. These and the
unaudited financial statements for the ten months ending October 31, 1999, and
the period October 19, 1988 (date of inception) to October 31, 1999, have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein, on the following twenty (20) pages, in
response to Part F/S of this Form 10-SB.
<PAGE>
[LETTERHEAD ANDERSEN ANDERSEN & STRONG]
Board of Directors
Oranco, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Oranco, Inc. (a development
stage company) at June 30,1999, December 31,1998 and December 31,1997 and the
statements of operations, stockholders' equity and cash flows for the six months
ended June 30,1999 and the years ended December 31, 1998, 1997 and 1996 and the
period June 16, 1977 (date of inception) to June 30, 1999. These financial
statements are the responsibility of the Company's management. Our-
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits 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 financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oranco, Inc. at June 30, 1999,
December 31, 1998, and December 31, 1997 and the results of operation and cash
flows for the six months ended June 30, 1999, and the years ended December 31,
1998, 1997 and 1996 and the period June 16, 1977 (date of inception) to June 30,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has been in the
development stage since its inception and will need working capital for any
future planned activity, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG
Salt Lake City, Utah
July 30, 1999
A member of ACF International with affiliated offices worldwide
ORANCO, INC.
BALANCE SHEETS
JUNE 30, 1999, DECEMBER 31, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
JUNE 30, DEC 31, DEC 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . $ - $ - $ 7,710
----------- ----------- -----------
Total Current Assets. . . . . . . . $ - $ - $ 7,710
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . $ 1,300 $ - $ -
----------- ----------- -----------
Total Current Liabilities . . . . . . . . . 1,300 - -
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized,
at $0.001 par value; 694,950 shares
issued and outstanding. . . . . . . 695 695 695
Capital in excess of par value. . . . . . . 30,973 30,973 30,973
Accumulated deficit during
the development stage . . . . . . . . . . . (32,968) (31,668) (23,958)
----------- ----------- -----------
Total Stockholders' Equity. . . . . . . . . (1,300) - 7,710
----------- ----------- -----------
$ - $ - $ 7,710
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ORANCO INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999,
AND THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996,
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO JUNE 30, 1999
<TABLE>
<CAPTION>
PERIOD
June 30, DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 1996 TO June 30, 1999
--------- ---------- --------- -------- -----------------
<S> <C> <C> <C> <C> <C>
REVENUES. . . . . . $ - $ - $ - $ - $ -
EXPENSES. . . . . . 1,300 7,710 2,290 - 32,968
--------- ---------- --------- -------- -----------------
NET LOSS. . . . . . $ (1,300) $ (7,710) $ (2,290) $ - $ (32,968)
========= ========== ========= ========= ----------------
NET LOSS PER COMMON
SHARE
Basic . . . . . . . $ (.002) $ (.11) $ (.003)
--------- ---------- ---------
AVERAGE OUTSTANDING
SHARES
Basic . . . 694,950 694,950 694,950
--------- ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ORANCO, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO JUNE 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
----------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE JUNE 16, 1977 (date of inception) . . - $ - $ - $ -
Issuance of common stock for cash at $.034 -
July 9, 1982. . . . . . . . . . . . . . . 231,300 231 7,594 -
Issuance of common stock for cash at $.079 -
November 12, 1982. . . . . . . . . . . . . 143,650 144 11,199 -
Issuance of common stock for cash at $.025
December 12, 1983 . . . . . . . . . . . . 40,000 40 960 -
Net operating loss for the year ended
December 31, 1983 . . . . . . . . . . . . - - - (20,168)
Issuance of common stock for cash at $.019
June 6, 1984 . . . . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1984 . . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.019
January 15, 1985 . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1985 . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.05 -
May 16, 1997 . . . . . . . . . . . . . . . 200,000 200 9,800 -
Net operating loss for the year ended
December 31, 1997. . . . . . . . . . . - - - (2,290)
BALANCE DECEMBER 31, 1997 . . . . . . . . . . 694,950 695 30,973 (23,958)
Net operating loss for the year ended
December 31, 1998 . . . . . . . . . . . . - - - (7,710)
------- ------- ---------- ----------
BALANCE DECEMBER 31, 1998. . . . . . . . . . 694,950 695 30,973 (31,668)
Net operating loss for the six months
ended June 30, 1999. . . . . . . . . . - - - (1,300)
BALANCE JUNE 30, 1999. . . . . . . . . . 694,950 $ 695 $ 30,973 $ (32,968)
======= ======= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ORANCO INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999,
AND THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO JUNE 30, 1999
<TABLE>
<CAPTION>
PERIOD
JUNE 30, DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 1996 TO JUNE 30, 1999
--------- --------- --------- -------- -----------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . $ (1,300) $ (7,710) $ (2,290) $ - (32,968)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Change in accounts payable. 1,300 - - - 1,300
Net Cash Used in Operations. . . - (7,710) (2,290) - (31,668)
--------- --------- --------- -------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - - - -
--------- --------- --------- -------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common
stock. . . . . . . . . . . . . . . . - - 10,000 - 31,668
Net Increase in Cash. . . . . . . . - (7,710) - - -
Cash at Beginning of Period. . . . . - 7,710 - - -
--------- --------- --------- -------- -----------------
Cash at End of Period. . . . . . . . $ - $ - $ 7,710 $ - $ -
========= ========= ========= ======== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS
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 per value of $0.25.
On June 10, 1997 the authorized common stock was increased to 100,000,000 shares
with a par value of $0.001 in connection with a forward stock split of ten
shares for each outstanding share.
This report has been prepared showing after stock split shares with a par value
of $0.001 from inception.
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 has been in the development stage since inception.
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
- -------------
On December 31, 1999, the Company had a net operating loss cam forward of
$31,668. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The loss carryover
expires in the years from 1999 through 2019.
Cash and Cash Equivalents
- ----------------------------
The Company considers all liquid instruments purchased with maturity, at the
time of purchase, of less than three months, to be cash equivalents.
Estimates and-Assumptions
- --------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. 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 the financial statements.
<PAGE>
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS - continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings (Loss) Per Share
- ----------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock split.
Financial Instruments
- ----------------------
The carrying amounts of financial instruments, including accounts payable, is
considered by management to be their estimated fair values. These values
are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 67% of the common stock issued by the Company.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective through
additional equity funding which will enable the Company to conduct operations
in the future.
<PAGE>
PART III
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3(i)* Articles of Incorporation
3(ii)* Bylaws
4 Instruments defining rights of security holders, including
indentures.
None.
9 Voting Trust Agreement
None
10 Material Contracts
None
16 Letter re Change in Certifying Accountant
None
21 Subsidiaries of the Registrant
None
27.1* Financial Data Schedule
27.2* Financial Data Schedule
27.3* Financial Data Schedule
27.4 Financial Data Schedule
- -------------
*Previously included in Form 10SB12G filing on November 18, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CLAUDIO GIANASCIO.
(REGISTRANT)
/S/ CLAUDIO GIANASCIO
BY: _______________________
PRESIDENT AND DIRECTOR
DATED: 31ST DAY OF January, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the day of November 16, 1999.
/s/ Claudio Gianascio
- ---------------------------------------
Sole Director, President, Secretary,
and Treasurer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUNE-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1300
<BONDS> 0
0
0
<COMMON> 695
<OTHER-SE> (1995)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1300)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1300)
<EPS-BASIC> (.003)
<EPS-DILUTED> 0
</TABLE>
