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  September 30, 2016

(  )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 October 31, 2016
Common  Stock, $0.001
 4,269,950
INDEX
 
   
Page
   
Number
PART I.
   
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheets
4
 
    September 30, 2016 and December 31, 2015
 
     
 
Statements of Operations
 
 
    For the three and nine months ended September 30, 2016 and  2015.
5
     
 
Statements of Cash Flows
 
 
    For the nine months ended September 30, 2016 and 2015
6
     
 
Notes to  Financial Statements
7
     
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
9
     
ITEM 3.
Quantitative and Qualtitative Disclosures About Market Risk
10
     
ITEM 4T.
Controls and Procedures
10
     
PART II.
   
     
ITEM 6.
Exhibits
11
     
Signatures
 
11

2
 
PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS




The accompanying  balance sheets of Oranco, Inc.  (a development stage company) at September 30, 2016 and December 31, 2015, and the related  statement of operations for the three and nine months  ending September 30 2016 and 2015, and the  statement of cash flows for the nine months, ended September 30, 2016 and 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 nine months ended September 30, 2016, are not necessarily indicative of the results that can be expected for the year ending December 31, 2016.
3

ORANCO, INC.
 
   
BALANCE SHEETS
 
   
SEPTEMBER 30, 2016 AND DECEMBER 31, 2015
 
             
   
September 30,
   
December 31,
 
   
2016
   
2015
 
Assets
           
             
Current Assets:
           
Cash
 
$
5,334
   
$
16,792
 
Prepaid expenses
   
5,833
     
7,763
 
                 
Total current assets
   
11,167
     
24,555
 
                 
Total Assets
 
$
11,167
   
$
24,555
 
                 
Liabilities and Stockholders' Equity
               
                 
Current Liabilities:
               
Accounts payable
 
$
650
   
$
1,300
 
Interest payable, stockholder
   
63
     
--
 
Note payable, stockholder
   
10,000
     
--
 
                 
Total current liabilities
   
10,713
     
1,300
 
                 
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
 
Accumulated deficit
   
(353,714
)
   
(330,913
)
                 
Total Stockholders' Equity
   
454
     
23,255
 
                 
Total Liabilities and Stockholders' Equity
 
$
11,167
   
$
24,555
 
 
The accompanying notes are an integral  part of the financial statements.

4

ORANCO, INC.
 
   
STATEMENTS OF OPERATIONS
 
                         
   
For the
   
For the
   
For the
   
For the
 
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Revenues
 
$
--
   
$
--
   
$
--
   
$
--
 
                                 
Expenses, general and administrative
   
7,442
     
9,026
     
22,741
     
39,833
 
                                 
Operating loss
   
(7,442
)
   
(9,026
)
   
(22,741
)
   
(39,833
)
                                 
Other income (expense):
                               
   Interest income
   
1
     
3
     
3
     
14
 
   Interest expense
   
(63
)
   
--
     
(63
)
   
--
 
Total other income (expense)
   
(62
)
   
3
     
(60
)
   
14
 
                               
Loss before provision for income taxes
   
(7,504
)
   
(9,023
)
   
(22,801
)
   
(39,819
)
                                 
Provision for income taxes
   
--
     
--
     
--
     
--
 
                                 
Net loss
 
$
(7,504
)
 
$
(9,023
)
 
$
(22,801
)
 
$
(39,819
)
                                 
Net loss per share
 
$
--
   
$
--
   
$
(0.01
)
 
$
(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.
5
ORANCO, INC.
 
             
STATEMENTS OF CASH FLOWS
 
             
    
For the
   
For the
 
    
Nine Months
   
Nine Months
 
    
Ended
   
Ended
 
    
September 30,
   
September 30,
 
   
2016
   
2015
 
             
Cash flows from operating activities:
           
Net loss
 
$
(22,801
)
 
$
(39,819
)
Adjustments to reconcile net loss to cash provided by operating activities:
               
(Increase) decrease in prepaid expenses
   
1,930
     
(5,833
)
Increase (decrease) in accounts payable
   
(650
)
   
4,490
 
Increase in interest payable
   
63
     
--
 
               
Net cash used by operating activities
   
(21,458
)
   
(41,162
)
               
Cash flows from investing activities:
   
--
     
--
 
               
Cash flows from financing activities:
               
               
Proceeds from related party note payable
   
10,000
     
--
 
Net decrease in cash
   
(11,458
)
   
(41,162
)
                 
Cash, beginning of period
   
16,792
     
63,807
 
                 
Cash, end of period
 
$
5,334
   
$
22,645
 
Interest paid
 
$
--
   
$
--
 
Income taxes paid
 
$
--
   
$
--
 
 
The accompanying notes are an integral part of the financial statements.
6

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.

                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.

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.

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 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 September 30, 2016 and December 31, 2015, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.
 
 

7
Notes to Financial Statements – Continued


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 $330,913 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.             Note Payable, Stockholder

Stockholder note payable outstanding at September 30, 2016 and 2015 was $10,000 and $-0-, respectively. On August 5, 2016, an individual who is also a stockholder and director of the company loaned $10,000. Interest is being charged at 4% and the note matures on August 5, 2017. The note is unsecured and the note principal and accrued interest are convertible into common stock at $0.001 per share.
 
5.             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 September 30, 2016 and 2015 amounted to $-0- and $2,850, respectively.

6.             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.
8


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 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 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.

On July 15, 2015, the Company announced that it had entered into a non-binding letter of intent for the acquisition of or merger with Capcom Limited. Since that time the Company has been completing its due diligence of Capcom. However no definitive agreement has been reached with Capcom and no assurance can be given that any will be.

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, 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 nine Month Period Ended June 30, 2016 and 2015

The Company did not generate any revenue during the three and nine months ended September 30, 2016 and 2015, respectively. It had interest income of $1 and $3 for the three months  and $3 and $14 for the  nine months ended September 30, 2016 and 2015, respectively, the decrease of which is attributable to decreased interest income.
9

General and administrative expenses were $7,442 and $9,026  for the three months and $22,741 and  $39,833 for the nine months ended September 30, 2016 and 2015, respectively . The changes in expenses for the three and nine months ended September 30, 2016 were largely due to  decreases in accounting, legal, other professional costs As a result of the foregoing, the Company realized net losses of $7,504 and $9,023 for the three months and $ 22,801 and $39,819 for the nine months ended September 30, 2016 and 2015, respectively.  The Company's decreased net loss is attributable to decrease in ongoing professional costs associated with preparing the Company's public reports, legal, and travel related expenses..

Liquidity and Capital Resources

At September 30, 2016, assets consisted of $5,334 in cash and $5,833 prepaid expenses compared to $16,792 in cash and $7,763 in prepaid expenses on December 31, 2015. As of September 30, 2016, the Company had $650 in accounts payable, $63 interest payable to a shareholder, and $10,000 in notes payable to a shareholder. 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. . The Company intends to maintain its operations in a manner which will minimize expenses but believes that present cash resources are not sufficient for its operations for the next 12 months. However, it believes that present officers and shareholders will provide any necessary funds through either the purchase of stock or loans to the Company.  Notwithstanding, management could be incorrect in its belief and no commitment has been made by any party to further fund the Company's operations

 
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, September 30, 2016, (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 September 30, 2016) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
10

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
 
November 2, 2016
 
11