Quarterly Report (10-q)

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 June 30, 2015

( )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

ORANCO, INC.

(Exact name of registrant as specified in charter)

Nevada	87-0574491
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1981 E. Murray Holladay Rd, Suite 100, Salt Lake City, Utah	84117
(Address of principal executive offices)	(Zip Code)

702-834-9810

Registrant=s telephone number, including area code

(Former name, former address, and former fiscal year, if changed since last report.)

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

Large Accelerated Filer [ ]	Accelerated Filer [ ]

Non-Accelerated filer [ ]	Smaller Reporting Company [ x ]

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

Class	Outstanding as of August 1, 2015
Common Stock, $0.001	4,269,950

INDEX

	Page
	Number
PART I.

ITEM 1. Financial Statements (unaudited)	3

Balance Sheets	4
June 30, 2015 and December 31, 2014

Statements of Operations	5
For the three and six months ended June 30, 2015 and 2014 and the period June 16, 1977 to June 30, 2015

Statements of Cash Flows	6
For the six months ended June 30, 2015 and 2014 and the period June 16, 1977 to June 30, 2015

Notes to Financial Statements	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

ITEM 3. Quantitative and Qualtitative Disclosures About Market Risk	11

ITEM 4T. Controls and Procedures	11

PART II.

ITEM 6. Exhibits	12

Signatures	13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Oranco, Inc. (a development stage company) at June 30, 2015 and December 31, 2014, and the related statement of operations for the three and six months and the statement of cash flows for the six months, ended June 30, 2015 and 2014 and the period June 16, 1977 to June 30, 2015 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 three and six months ended June 30, 2015, are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

ORANCO, INC.
(A Development Stage Company)

BALANCE SHEETS

JUNE 30, 2015 AND DECEMBER 31, 2014

	June 30,			December 31,
	2015			2014
Assets

Current Assets:
Cash	$	24,503		$	63,807
Prepaid expenses		12,763			4,430

Total current assets		37,266			68,237

Total Assets	$	37,266		$	68,237

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable	$	825		$	1,000

Total current liabilities		825			1,000

Stockholders' Equity:
Common stock, $.001 par value 100,000,000 shares authorized, 4,269,950 issued and outstanding		4,270			4,270
Additional paid-in capital		349,898			349,898
Deficit accumulated during the development stage		(317,727	)		(286,931	)

Total Stockholders' Equity		36,441			67,237

Total Liabilities and Stockholders' Equity	$	37,266		$	68,237

The accompanying notes are an integral part of the financial statements.

ORANCO, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

													For the
													Period
	For the			For the			For the			For the			June 16, 1977
	Three Months			Three Months			Six Months			Six Months			(Inception)
	Ended			Ended			Ended			Ended			Through
	June 30,			June 30,			June 30,			June 30,			June 30,
	2015			2014			2015			2014			2015

Revenues	$	--		$	--		$	--		$	--		$	--

Expenses, general and administrative		3,917			4,660			30,807			14,382			480,751

Valuation adjustment - available for sale securities		--			--			--			--			30,401

Operating loss		(3,917	)		(4,660	)		(30,807	)		(14,382	)		(511,152	)

Other income (expense):
Litigation settlement		--			--			--			--			(12,500	)
Interest and contract income		4			10			11			20			205,925

Loss before provision for income taxes		(3,913	)		(4,650	)		(30,796	)		(14,362	)		(317,727	)

Provision for income taxes		--			--			--			--			--

Net loss	$	(3,913	)	$	(4,650	)	$	(30,796	)	$	(14,362	)	$	(317,727	)

Net loss per share	$	--		$	--		$	(0.01	)	$	--

Weighted average shares outstanding		4,269,950			4,269,950			4,269,950			4,269,950

The accompanying notes are an integral part of the financial statements.

ORANCO, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							For the
							Period
	For the			For the			June 16, 1977
	Three Months			Three Months			(Inception)
	Ended			Ended			Through
	June 30,			June 30,			June 30,
	2015			2014			2015

Cash flows from operating activities:
Net loss	$	(30,796	)	$	(14,362	)	$	(317,727	)
Adjustments to reconcile net loss to cash provided by operating activities:
(Increase) in prepaid expenses		(8,333	)		300			(12,763	)
Increase in accounts payable		(175	)		(565	)		825

Net cash used by operating activities		(39,304	)		(14,627	)		(329,665	)

Cash flows from investing activities:		--			--			--

Cash flows from financing activities:
Issuance of common stock		--			--			354,168
Net increase (decrease) in cash		(39,304	)		(14,627	)		24,503

Cash, beginning of period		63,807			86,337			--

Cash, end of period	$	24,503		$	71,710		$	24,503
Interest paid	$	--		$	--		$	--
Income taxes paid	$	--		$	--		$	--

The accompanying notes are an integral part of the financial statements.

ORANCO, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

1. Summary of Business and Significant Accounting Policies

a. Summary of Business

The Company was incorporated under the laws of the State of Nevada on June 16, 1977. 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 not commenced principal operations and is considered a "Development Stage Company" as defined by FASB ASC 915 (formerly Statement of Financial Accounting Standards (SFAS) No. 7).

b. Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105-10, formerly Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, which became the single source of authoritative GAAP recognized by the FASB. ASC 105-10 does not change current U.S. GAAP, but on the effective date, the FASB ASC superseded all then existing non-SEC accounting and reporting standards.

c. Cash Flows

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents.

d. Net Loss Per Share

The net loss per share calculation is based on the weighted average number of shares outstanding during the period.

Notes to Financial Statements – Continued

e. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

f. Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2015 and December 31, 2014, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.

2. Warrants and Stock Options

No options or warrants are outstanding to acquire the Company's common stock.

3. Income Taxes

The Company has had no taxable income under Federal or State tax laws. The Company has loss carryforwards totaling $286,931 that may be offset against future federal income taxes. If not used, the carryforwards will expire 20 years after they are incurred. Due to the Company being in the development stage and incurring net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of operations.

4. Office Rent

The Company’s board of directors approved a office rent to a former director of the Company. The amount expensed for the six-months ended June 30, 2015 and 2014 amounted to $2,850 and $1,425, respectively.

Notes to Financial Statements – Continued

5. Travel Expense, Related Party

In March 2015, the board of directors approved to reimburse its current board member $15,000 for travel expenses incurred related to merger and acquisition activities.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

_________________________________________________________________________________

Plan of Operations.

The Company has not engaged in any material operations or had any revenues fromoperations since inception. The Company's plan of operation for the next 12 months is tocontinue to seek the acquisition of assets, properties or businesses that may benefit the Company and its stockholders. Management has recently focused 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 has held talk with various parties regarding a merger or acquisition. However, no definitive agreement as to any such has been reached, at this time. 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 tomaintaining the Company in good standing or the payment of expenses associated withreviewing 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 commonstockfor quotation on the NASD OTC Bulleting Board, the filing of a Form 10 Registration, and the completion of a private placement, the Company has had no material business operations and in the two most recent calendar years, it activities have been limited to evaluating possible merger or acquisition candidates.

Three and six Month Period Ended June 30, 2015 and 2014

The Company did not generate any revenue during the three and six months ended June 30, 2015 and 2014, respectively. It had interest income of $4 and $10 for the three months and $11 and $20 for the six months ended June 30, 2015 and 2014, respectively, the decrease of which is attributable to decreased interest income.

General and administrative expenses were $3,917 and $4,660 for the three months and $30,807 and $14,382 for the six months ended June 30, 2015 and 2014, respectively . The changes in expenses for the three months ended June 30, 2015 were largely due to decreased consultant's travel expenses and office expenses somewhat offset by some increases in accounting, legal, other professional costs and as to six months ended June 30, 2015 largely due to increased travel and office expense in the first quarter of 2015. As a result of the foregoing, the Company realized net losses of $3,913 and $4,650 for the three months and $ 30,796 and $14,362 for the six months ended June 30, 2015 and 2014, respectively

Liquidity and Capital Resources

At June 30, 2015, assets consisted of $24,503 in cash and $12,763 in prepaid expenses compared to $63,807 in cash and $4,430 in prepaid expenses on December 31, 2014. As of June 30, 2015, the Company had $825 in accounts payable. 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, June 30, 2015, (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 not 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 June 30, 2015) 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.

Exhibit 32.1	Certification by the Chief Executive Officer/Acting Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.*

101.INS	XBRL Instance*

101.SCH	XBRL Schema*

101.CAL	XBRL Calculation*

101.DEF	XBRL Definition*

101.LAB	XBRL Label*

101.PRE	XBRL Presentation*

* 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.
	[Registrant]


	/s/ Claudio Gianascio
	Claudio Gianascio
	President & Treasurer
August 7, 2015

Exhibit 31.1

CERTIFICATION

I, Claudio Gianascio certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oranco, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 7, 2015	/s/ Claudio Gianascio
	Claudio Gianascio, CEO & CFO

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C.ss. 1350, as adopted), I, Claudio Gianascio, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies that, to the best of his or her knowledge:

1. The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2015, and to which this Certification is attached as Exhibit 32.1 (the "PERIODIC REPORT") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Dated: August 7, 2015

S/ Claudio Gianascio

Claudio Gianascio

CEO & CFO

A signed original of this written statement required by Section 906 has been provided to Oranco, Inc. and will be retained by Oranco, Inc. and furnished to the Securities and Exchange Commission or its staff upon request

THIS CERTIFICATION ACCOMPANIES THIS REPORT PURSUANT TO SS. 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SHALL NOT BE DEEMED "FILED" BY THE COMPANY FOR PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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