U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-28181
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Oranco, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 87-0574491
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
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incorporation or organization)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $0.
State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days.
April 14, 1999 - $$694.00 There are approximately 694,500 shares of common voting stock of the Company held by non-affiliates. Because there has been no "public market" for the Company's common stock during the past five years, the Company has arbitrarily valued these shares at par value of $0.001 per share.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:
March 15, 2000
1,394,950
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item 13 of this Report.
PART I
Oranco, Inc., (the "Company") was incorporated under the laws of the State of Nevada, on June 10, 1977. The purposes for which the corporation was organized were: (1)to engage in any lawful business from time to time authorized by the board of directors, (2) to act as principal, agent, partner or joint venturer or in any other capacity in any transaction, (3) to do business anywhere in the world, and (4) to have and exercise all rights and powers from time to time granted to the corporation by law. From 1977 until 1981 the Company was dormant and undertook no activities. Beginning in 1982 the Company explored the option of entering into a joint venture to develop a mercury mining property at Mercury Mountain, Nevada. As a part of these activities the Company, through the sale of its common stock, raised funds to engage the services of an independent mining engineer to prepare a report on the feasibility of the project. By late 1983 it had been determined that the project did not warrant any further investment. From that time until 1997 the Company's activities concentrated on maintaining its corporate existence and looking for other opportunities for the Company. In May of 1997 new management was appointed, a shareholders' meeting was held, amendments to the Company's articles of Incorporation were approved, and additional effort was made by new management to make the Company a viable merger candidate. These efforts included engaging the services of a certified Public Accounting firm to audit the Company's financial statements, obtaining an Opinion of Counsel as to the tradability of the Company's outstanding shares, preparation of the information required by Rule 15c2-11, and applying to the OTC Bulletin Board for trading on the medium.
By September of 1999, no viable acquisitions or merger candidates had been located for the Company and management became aware that the Company would be required to register its shares under the Securities Exchange Act of 1934 in order to maintain its stock on the OTC Bulletin Board. Management determined that the Company needed new management which might be better positioned to find a suitable acquisition or merger candidate and which would be in a position of funding the upcoming expenses of the Company. On September 1, 1999 management of the Company resigned and Claudio Gianascio was appointed as sole director and officer. On November 9, 1999 the Company sold 700,000 of its common stock to Mr. Gianascio for $.05 per share, netting a total of $35,000. On November 18, 1999 the Company filed a registration statement on Form 10SB which became effective sixty days thereafter.
The Company had an initial authorized capital of $25,000 consisting of 100,000 shares of $.25 par value common stock. On June 10, 1997 the shareholders approved an amendment to the Articles of Incorporation of The Company changing the authorized capital to 100,000,000 shares at a par value of $.001 and providing for a 10 to 1 share forward split of the outstanding shares. The Articles of Amendment were filed with the State of Nevada on August 6, 1998.
On November 9, 1999, the Company authorized the issuance of 700,000 "unregistered" and "restricted" shares of its $0.001 par value common stock to Claudio Gianascio in exchange for $35,000. With such issuance Mr. Gianascio became the owner of 50.2% of the outstanding shares of the Company's common stock.
Other than the above-referenced matters and seeking and investigating potential assets, properties or businesses to acquire, the Company has had no business operations since inception. To the extent that the Company intends to continue to seek the acquisition of assets, property or business that may benefit the Company and its stockholders, it is essentially a "blank check" company. Because the Company has limited assets and conducts no business, management anticipates that any such acquisition would require it to issue shares of its common stock as the sole consideration for the acquisition. This may result in substantial dilution of the shares of current stockholders. The Company's Board of Directors shall make the final determination whether to complete any such acquisition; the approval of stockholders will not be sought unless required by applicable laws, rules and regulations, its Articles of Incorporation or Bylaws, or contract. The Company makes no assurance that any future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity and has no plans to engage in any such activity in the foreseeable future. In its present form, the Company may be deemed to be a vehicle to acquire or merge with a business or company. The Company does not intend to restrict its search to any particular business or industry, and the areas in which it will seek out acquisitions, reorganizations or mergers may include, but will not be limited to, the fields of high technology, manufacturing, natural resources, service, research and development, communications, transportation, insurance, brokerage, finance and all medically related fields, among others. The Company recognizes that the number of suitable potential business ventures that may be available to it may be extremely limited, and may be restricted to entities who desire to avoid what these entities may deem to be the adverse factors related to an initial public offering ("IPO"). The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations. Any of these types of entities, regardless of their prospects, would require the Company to issue a substantial number of shares of its common stock to complete any such acquisition, reorganization or merger, usually amounting to between 80 and 95 percent of the outstanding shares of the Company following the completion of any such transaction; accordingly, investments in any such private entity, if available, would be much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a change of control of the Company and/or the acquisition of a business, the Company will be required to file with the Commission a Current Report on Form 8-K within 15 days of such transaction. A filing on Form 8-K also requires the filing of audited financial statements of the business acquired, as well as pro forma financial information consisting of a pro forma condensed balance sheet, pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to an analysis of the quality of the entity's management personnel; the anticipated acceptability of any new products or marketing concepts; the merit of technological changes; its present financial condition, projected growth potential and available technical, financial and managerial resources; its working capital, history of operations and future prospects; the nature of its present and expected competition; the quality and experience of its management services and the depth of its management; its potential for further research, development or exploration; risk factors specifically related to its business operations; its potential for growth, expansion and profit; the perceived public recognition or acceptance of its products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately analyze, let alone describe or identify, without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel of the entity sponsoring any business opportunity afforded to the Company, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management, these activities may be limited.
The Company is unable to predict the time as to when and if it may actually participate in any specific business endeavor. The Company anticipates that proposed business ventures will be made available to it through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel, members of the financial community and others who may present unsolicited proposals. In certain cases, the Company may agree to pay a finder's fee or to otherwise compensate the persons who submit a potential business endeavor in which the Company eventually participates. Such persons may include the Company's directors, executive officers, beneficial owners or their affiliates. In this event, such fees may become a factor in negotiations regarding a potential acquisition and, accordingly, may present a conflict of interest for such individuals.
Although the Company has not identified any potential acquisition target, the possibility exists that the Company may acquire or merge with a business or company in which the Company's executive officers, directors, beneficial owners or their affiliates may have an ownership interest. Current Company policy does not prohibit such transactions. Because no such transaction is currently contemplated, it is impossible to estimate the potential pecuniary benefits to these persons.
Further, substantial fees are often paid in connection with the completion of these types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $250,000. These fees are usually divided among promoters or founders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of the shares of common stock owned by them. In the event that such fees are paid, they may become a factor in negotiations regarding any potential acquisition by the Company and, accordingly, may present a conflict of interest for such individuals.
The limited business operations of the Company, as now contemplated, involve those of a shell company. The only activities to be conducted by the Company are to manage its current limited assets and to seek out and investigate the acquisition of any viable business opportunity by purchase and exchange for securities of the Company or pursuant to a reorganization or merger through which securities of the Company will be issued or exchanged.
Management will seek out and investigate business opportunities through every reasonably available fashion, including personal contacts, professionals, securities broker dealers, venture capital personnel, members of the financial community and others who may present unsolicited proposals; the Company may also advertise its availability as a vehicle to bring a company to the public market through a "reverse" reorganization or merger.
None; not applicable.
Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets. There is no reasonable way to predict the competitive position of the Company or any other entity in the strata of these endeavors; however, the Company, having limited assets and cash reserves, will no doubt be at a competitive disadvantage in competing with entities which have recently completed IPO's, have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by the Company for the past several years.
None; not applicable.
None; not applicable.
None; not applicable.
Because the Company currently produces no products or services, it is not presently subject to any governmental regulation in this regard. However, in the event that the Company engages in a merger or acquisition transaction with an entity that engages in such activities, it will become subject to all governmental approval requirements to which the merged or acquired entity is subject.
The integrated disclosure system for small business issuers adopted by the Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a "Small Business Issuer," defined to be an issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American Securities Administrators Association, Inc. ("NASAA") have expressed an interest in adopting policies that will streamline the registration process and make it easier for a small business issuer to have access to the public capital markets. The present laws, rules and regulations designed to promote availability to the small business issuer of these capital markets and similar laws, rules and regulations that may be adopted in the future will substantially limit the demand for "blank check" companies like the Company, and may make the use of these companies obsolete.
None; not applicable.
None; not applicable. However, environmental laws, rules and regulations may have an adverse effect on any business venture viewed by the Company as an attractive acquisition, reorganization or merger candidate, and these factors may further limit the number of potential candidates available to the Company for acquisition, reorganization or merger.
None.
The Company has no assets, property or business; its principal executive office address and telephone number are the business office address and telephone number of its transfer agent, Interwest Transfer Co., Inc., and are currently provided at minimal cost. Because the Company has had no business, its activities will be limited to keeping itself in good standing in the State of Nevada, seeking out acquisitions, reorganizations or mergers and preparing and filing the appropriate reports with the Securities and Exchange Commission. These activities have consumed an insubstantial amount of management's time.
The Company is not a party to any pending legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
No matter was submitted to a vote of the Company's security holders during the fourth quarter of the calendar year covered by this Report.
PART II
There is no "public market" for shares of common stock of the Company. Although the Company's shares are quoted on the OTC Bulletin Board of the National Association of Securities Dealers, the Company is unaware of any trades having been consummated. In any event, no assurance can be given that any market for the Company's common stock will develop or be maintained.
The ability of an individual shareholder to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, the Company has no plans to register its securities in any particular state. Further, most likely the Company's shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the Commission. If the Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker- dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker- dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in the Company's Common stock and may affect the ability of shareholders to sell their shares.
The number of record holders of the Company's common stock as of the date of this Report is approximately 36.
The Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. The future dividend policy of the Company cannot be ascertained with any certainty, and until the Company completes any acquisition, reorganization or merger, as to which no assurance may be given, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, the Company's ability to pay dividends on its common stock.
SALES OF "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS. ------------------------------------------------------------------------------ Name and Address Date Number of Shares Consideration ---------------- ---- ---------------- ------------- Claudio Gianascio. . . . . . 11/09/99 700,000 (1) $ 35,000 Corso Elvezia 4 Ch-6900 Lugano, Switzerland John Riche(2). . . . . . . . 05/16/97 100,000 $ 5,000 6595 S.W. Cherry Hill Drive Beaverton, Or 97008 Vicki Riche(2) . . . . . . . 05/16/97 100,000 $ 5,000 6595 S.W. Cherry Hill Drive Beaverton, Or 7008 (1) Does not include certain options granted to Mr. Gianascio in January, 2000. See Part II, Item 10 and 11 for information regarding executive compensation and stock ownership. (2) Mr. And Mrs. Riche are husband and Wife. * All shares sold were common shares, were sold for cash with no discounts or commissions paid, and were sold pursuant to exemptions from registration under Sections 4(2) and 4(6) of the Securities Act of 1933. |
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 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. As of December 31, 1999, it had $27,829 in cash or cash equivalents. 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 should not exceed $25,000 and 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 such venture.
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, and the filing of a Form 10 Registration, the Company has had no material business operations in the three most recent calendar years.
At December 31, 1999, the Company's had total assets of $27,829. See the Index to Financial Statements, Item 7 of this Report.
During the calendar year ended December 31, 1999, the Company had a net loss of $7,671. The Company has received no revenues in either of its three most recent calendar years. See the Index to Financial Statements, Item 7 of this Report.
During the fiscal years ended December 31, 99, 98, and 97 the Company has been able to pay its expenses and costs through the private sale of its stock to officers and directors of the Company. As of December 31, 1999 the Company had 27,829 in cash or cash equivalents on hand. The Company anticipates that this will be sufficient for its needs for the twelve months of 2000. However, because of the limited amount available no assurance can be given that this will be the case.
The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and Statement of Financial Accounting Standards No. 129 "Disclosures of Information About an Entity's Capital Structure." SFAS No. 128 provides a different method of calculating earnings per share than is currently used in accordance with Accounting Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128 provides for the calculation of "Basic" and "Dilutive" earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity, similar to fully diluted earnings per share. SFAS No. 129 establishes standards for disclosing information about an entity's capital structure. SFAS No. 128 and SFAS No. 129 are effective for financial statements issued for periods ending after December 15, 1997. Their implementation is not expected to have a material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 130 establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that displays with the same prominence as other financial statements. SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting for Segments of a Business Enterprise." SFAS No. 131 establishes standards on the way that public companies report financial information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosure regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for periods beginning after December 15, 1997 and requires comparative information for earlier years to be restated. Management believes that the implementation of the new standards will not have a material effect on the Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures about Pensions and other Post-retirement Benefits," which standardizes the disclosure requirements for pensions and other Post-retirement benefits and requires additional information on changes in the benefit obligations and fair values of plan assets that will facilitate financial analysis. SFAS No. 132 is effective for years beginning after December 15, 1997 and requires comparative information for earlier years to be restated, unless such information is not readily available. Management believes the adoption of this statement will have no material impact on the Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which requires companies to record derivatives as assets or liabilities, measured at fair market value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Management believes the adoption of this statement will have no material impact on the Company.
ORANCO, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
[LETTERHEAD OF ANDERSEN ANDERSEN & STRONG, L.C.]
Board of Directors
Oranco, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Oranco, Inc. ( development stage company) at December 31, 1999, and 1998 the statement of operations, stockholders' equity, and cash flows for the years ended December 31, 1999, 1998 and 1997 and the period from June 16, 1977 (date of inception) to December 31, 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 significant estimates made by management as well as evaluating the overall balance sheet 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 December 31, 1999 and 1998, and the results of operations, and cash flows for the year ended December 31, 1999, 1998 and 1997 and the period from June 16, 1977 (date of inception) to December 31, 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 is in the development stage and will need additional working capital for its 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 . These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG, L.C. February 10, 2000 Salt Lake City, Utah |
ORANCO, INC.
BALANCE SHEETS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
DEC 31, DEC 31,
1999 1998
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ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,829 $ -
---------- ---------
Total Current Assets . . . . . . . . . . . . . . . . $ 27,829 $ -
========== =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $ 500 $ -
---------- ---------
Total Current Liabilities. . . . . . . . . . . . . . . . . . 500 -
---------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized at $0.001 par value;
1,394,950 issued and outstanding on December 31, 1999
694,950 on December 31, 1998. . . . . . . . . . . . . 1,395 695
Capital in excess of par value . . . . . . . . . . . . . . . 65,273 30,973
Accumulated deficit during
the development stage. . . . . . . . . . . . . . . . . . . . (39,339) (31,668)
---------- ---------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . 27,329 -
---------- ---------
$ 27,829 $ -
========== =========
|
The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
AND THE PERIOD JUNE 16, 1977 (DATE OF INCEPTION) TO DECEMBER 31, 1999
PERIOD
DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 TO DEC 31, 1999
------------ ------------ ------------- -----------------
REVENUES. . . . . . $ - $ - $ - $ -
EXPENSES. . . . . . 7,671 7,710 2,290 39,339
------------ ------------ ------------- -----------------
NET LOSS. . . . . . $ (7,671) $ (7,710) $ (2,290) $ (39,339)
============ ============ ============= -----------------
NET LOSS PER COMMON
SHARE
Basic . . . . . . . $ (.009) $ (.11) $ (003)
------------ ------------ -------------
AVERAGE OUTSTANDING
SHARES
Basic . . . 810,000 694,950 694,950
------------ ============ =============
|
The accompanying notes are an integral part of these financial statements.
.
ORANCO, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD JUNE 16, 1977 (DATE OF INCEPTION) TO DECEMBER 31, 1999
COMMON STOCK CAPITAL In
------------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------------ ---------- ------------ ----------
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)
Issuance of common stock for cash
at $.05 - November 12, 1999 . . . . . . . 700,000 700 34,300 -
Net operating loss for the year
ended December 31, 1999 . . . . . . . . . - - - (7,671)
------------ ---------- ------------ ----------
BALANCE DECEMBER 31, 1999 . . . . . . . . . . 1,394,950 $ 1,395 $ 65,273 $ (39,339)
============ ========== ============ ==========
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The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997,
AND THE PERIOD JUNE 16, 1977 (DATE OF INCEPTION) TO DECEMBER 31, 1999
PERIOD
DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 TO DEC 31, 1999
---------- --------- --------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . $ (7,671) $ (7,710) $ (2,290) (39,339)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Change in accounts payable. . 500 - - 500
Net Cash From (Used) in Operations ( 7,171) (7,710) (2,290) (38,839)
---------- --------- --------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - - -
---------- --------- --------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common
stock. . . . . . . . . . . . . . . . . 35,000 - 10,000 66,668
Net Increase (Decrease) in Cash . . . 27,829 (7,710) 7,710 27,829
Cash at Beginning of Period. . . . . . - 7,710 - -
---------- --------- --------- -----------------
Cash at End of Period. . . . . . . . . $ 27,829 $ - $ 7,710 $ 27,829
========== ========= ========= =================
|
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 par 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 is in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company recognizes income and expenses based on the accrual method of accounting.
The Company has not yet adopted a policy regarding payment of dividends.
On December 31, 1999, the Company had a net operating loss carry forward of $39,339. 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 2021.
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.
Earnings (loss) per share amounts are computed based on the weighted average number of shares actually outstanding, after the stock split, in accordance with FASB statement number 128.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS - continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The carrying amounts of financial instruments, including cash and accounts payable, is considered by management to be their estimated fair values.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 50% 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 and long term debt which will enable the Company to conduct operations for the coming year.
There can be no assurance that they may be successful in this effort.
5. SUBSEQUENT EVENTS
On January 11, 2000 the Company adopted a Nonqualified Key Man Stock Option Plan which provides for the granting of stock options to key employees, consultants, officers and directors of the Company. The number of shares subject to the plan cannot exceed 500,000 and the exercise price cannot be less than 100% of the fair value of the shares on the option date.
On January 11, 2000 250,000 options were granted to purchase 250,000 shares of common stock of the Company to an officer and a consultant. Additional options were granted to purchase 125,000 shares to an individual in exchange for his agreement to join the Board of Directors by February 10, 2000.
None, Not applicable
PART III
The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination. In addition the table sets forth the same information as to all persons who were officers or directors during the year of 1999 but who are no longer officers or directors.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ------------------ ----------- --------------
Claudio Gianascio President, Secretary,
Treasurer, Director. 09/01/99 (2)
John Riche (1) President and Director 05/08/97 09/01/99
Vicki Riche (1) Secretary, Treasurer &
Director 05/08/97 09/01/99
Alfredo M. Villa Director 01/10/2000 (2)
(1) Mr. & Mrs. Riche are husband and wife.
(2) These persons presently serve in the capacities indicated.
|
Mr. Gianascio is presently CEO and Chairman of the Board of Givigest Fiduciaria S.A., a Swiss financial services company he co-founded in 1990. He is also a board member of SCF Societa di Consulenza Finanziaria S.A., a Swiss private banking company; a board member of III Intermediazioni Immobiliari Internazionali S.A., a real estate company; and a board member of Zandano and Partners S.A., a Swiss financial consulting company. Mr. Gianascio holds a Master Degree in Economics which he received from the University of Geneva, Switzerland and is a licensed Fiduciario Finanziario within the state of Ticino, Switzerland. Prior to co-founding Givigest Fiduciaria S.A., Mr. Gianascio was employed within the banking and financial industries by Union Bank of Switzerland, Manufacturers Hanover (Suisse) S.A., and Chemical Bank (Suisse) S.A
Mr. Riche has been employed by Pitney Bowes Corporation since 1997 as a sales representative for the North West region. From 1995 to 1997 he worked for Flying J Corporation as general manager for Hotels. Prior to that he was involved in the hotel and motel industry in various positions, including five years as the general manager for the Sea Gypsy Hotel. He is the husband of Vicki Riche
Mrs. Riche , since 1996, has been a sales associate for America the Beautiful Dreamer, a Portland, Oregon furniture and design store. In addition she provides bookeeping and reconciliation services to Atwaters Restaurant of Beverton, Oregon and to Restaurant Associates Northwest of Clackamas, Oregon. In addition, she was the store manager for Susie's Casuals of Clackamas, Oregon for many years.In 1979 Mrs. Riche received a B.A. degree in Clothing and Textiles from Oregon state University.
Alfredo M. Villa holds a masters degree in economics from the University of Geneva, Switzerland and attended Bocconi University in Milan, Italy. He has over 13 years of experience with the Swiss banking industry. Mr. Villa is currently Chairman and CEO of SCF Societa di Consulenza Finanziaria S.A., a Swiss corporation specializing in asset management, mergers, acquisitions, and investment banking, where he has served since 1994. Prior to that Mr. Villa was an asset manager with several other European financial institutions. In addition, Mr. Villa was Chairman of the Board of Alma Grafiche Srl, of Milan, Italy, a leader in the high quality printing of books and magazines from 1995 until February 1998. In addition, Mr. Villa is Secretary and a Director of Private Media Group, Inc., a reporting company listed on NASDAQ.
The Company has no employees who are not executive officers, but who are expected to make a significant contribution to the Company's business.
There are no family relationships between any current directors or executive officers of the Company, either by blood or by marriage.
Except as stated above, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the Company:
(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Claudio Gianascio filed a Form 3, Initial Statement of Beneficial Ownership of Securities on or about January 4, 2000, prior to the effective date of the Company's Form 10 registration. Mr. Gianascio filed a Form 4, Statement of Changes In Beneficial Ownership, on February 10,2000. Alfredo M. Villa filed a Form 3 on February 17, 2000.
The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Comp-
Position Ended ($) ($) Compen Stock Options outs ensat'n
--------------------------------------------------------------------------
Claudio
Gianascio, 12/31/98 0 0 0 0 0 0 0
Pres, Sec, 12/31/97 0 0 0 0 0 0 0
Treas, Dir 12/31/96 0 0 0 0 0 0 0
Vicki Riche 12/31/98 0 0 0 0 0 0 0
Secretary/ 12/31/97 0 0 0 0 0 0 0
Treasurer, 12/31/96 0 0 0 0 0 0 0
Director
John Riche 12/31/98 0 0 0 0 0 0 0
President 12/31/97 0 0 0 0 0 0 0
Director 12/31/96 0 0 0 0 0 0 0
*Alfredo M. Villa is not included in this table because he was not a director in
any of the above three years.
** Claudio Gianascio became an officer and director of the Company on September
1, 1999. Both John Riche and Vicki Riche, husband and wife, served as officers
and directors of the Company from May 8, 1997 until September 1, 1999.
*** Does not reflect options issued under the 2000 Non-qualified Key man Stock
Option Plan adopted January 11, 2000. See Item 11.
|
There are no standard arrangements pursuant to which the Company's directors are compensated for any services provided as director. No additional amounts are payable to the Company's directors for committee participation or special assignments.
There are no arrangements pursuant to which any of the Company's directors was compensated during the Company's last completed calendar year for any service provided as director.
There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company, with respect to any director or executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or any subsidiary, any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company.
The following table sets forth the shareholdings of those persons who beneficially own more than five percent of the Company's common stock as of the date of this Report, with the computations being based upon 1,394,950 shares of common stock being outstanding, unless otherwise noted.
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------- ------------------ ----------------
Claudio Gianascio . . . . . . . . . 825,000(1) 54.28(2)
Corso Elvezia 4
Ch-6900 Lugano
Switzerland
Darwin Long(3). . . . . . . . . . . . 100,000 7.17%
7808 S. Dolphin Circle
Salt Lake City, Utah 84121
Jackie Hall(3). . . . . . . . . . . . 80,000 5.74%
7808 S. Darwin Circle
Salt Lake City, Utah 84121
John Riche(3) . . . . . . . . . . . . 115,000 8.24%
6595 S.W. Cherry Hill Dr.
Beaverton, Or 97008
Vicki Riche(3). . . . . . . . . . . . 110,000 7.89%
6595 S.W. Cherry Hill Dr.
Beaverton, Or 97008
--------- ---------
1,230,000 83.32%(4)
(1) Includes options to purchase 125,000 granted to Mr. Gianascio on January 11,
2000. See Below.
(2) Percentage is calculated assuming that Mr. Gianascio had exercised his option
to purchase 125,000 shares of stock and that there were then 1,519,950
shares outstanding.
(3) Darwin Long and Jackie Hall are husband and wife. John Riche and Vicki Riche
are husband and wife. Each disclaims any interest in the holdings of their
spouse.
(4) Calculated assuming that Mr. Gianascio had exercised his option to purchase
125,000 shares and that there were therefore 1,519,950 shares outstanding.
|
The following table sets forth the shareholdings of the Company's directors and executive officers as of the date of this Report:
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- ---------------
Claudio Gianascio . . 825,000(1) 54.28%(2)
Corso Elvezia 4
Ch-6900 Lugano
Switzerland
Alfredo M. Villa. . . 125,000(1) 8.22%(3)
Corso Elvezia 4
Ch-6900 Lugano
switzerland
---------- ---------
All directors and
executive officers. . 950,000(1) 62.5%
as a group (2 people)
(1) Includes options granted to Mr. Gianascio and Mr. Villa on January 11, 2000
granting each of them the right to purchase up to 125,000 shares of the common
stock of the Company at a price of $.10 per share on or before December 31,
2004.
(2) Percentage is calculated assuming Mr. Gianascio had exercised his option and
therefore there were 1,519,950 shares outstanding.
(3) Percentage is calculated assuming Mr. Villa had exercised his option and
therefore there were 1,519,950 shares outstanding.
|
There are no present arrangements or pledges of the Company's securities which may result in a change in control of the Company.
For a description of transactions between members of management, five percent stockholders, "affiliates", promoters and finders, see captions "Recent Changes in Control" under Item 1, "Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years" under Item 5, and footnote 1 under "Security ownership of Management" under Item 11
NONE
Exhibit
Number Description*
------ -----------
3.1 * Initial Articles of Incorporation,
3.2 * Articles of Amendment to the
Articles of Incorporation,
3.3 * By-Laws
10.1 2000 non-Qualified Key Man Stock Option Plan
10.2 Form of Option Certificate delivered in connection
with the grant of individual options.
27 Financial Data Schedule
|
DOCUMENTS INCORPORATED BY REFERENCE
* Documents previously filed as exhibits to Form 10 filed on November 18, 1999 and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Oranco, INC.
Date: 3-24-2000 By /S/Claudio Gianascio
-----------------------
Claudio Gianascio
President, Secretary, Treasurer and
Director
|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
ORANCO, INC.
Date: 3-24-2000 By/S/Claudio Gianascio
-----------------------
Claudio Gianascio
President, Secretary,
Treasurer and Director
Date: 3-24-2000 By/S/Alfredo M. Villa
-----------------------
Alfredo M. Villa
Director
|
EXHIBIT 10.1
2000 NON-QUALIFIED KEY MAN STOCK OPTION PLAN
PURPOSE: The purpose of the Oranco, Inc. 2000 Non-Qualified Key Man Stock Option Plan (hereinafter referred to as the "Plan") is to provide a special incentive to selected key persons associated with or employed by Oranco, Inc. (the "Company") and its subsidiaries, to promote the Company's business. The Plan is designed to accomplish this purpose by offering such personnel an opportunity to purchase shares of the common stock of the Company so that they will share in the Company's success.
1. The Board of Directors shall administer the Plan.
2. Options may be granted to key employees and consultants of the Company and to Officers and Directors. The Board shall select grantees. Board members are eligible to receive options.
3. The total number of shares subject to this Plan shall not exceed 500,000.
4. The purchase price of shares of common stock issuable upon exercise of each option granted pursuant to the Plan shall be not less than 100 percent of the fair market value of the shares on the date the option is granted, as determined by the Board of Directors.
5. The Options granted under the Plan shall vest at such time as is fixed at the time of their grant by the Board of Directors.
6. Each option is non transferable, except in the case of death, in which case it shall be exercisable by the holder's heirs, according to the terms of the option document.
7. If any change is made in the shares subject to this Plan or any option granted hereunder (through merger, consolidation, reorganization, recapitalization, or change in capital structure), appropriate adjustment shall be made by the Board in the number of shares and kind of common stock for which options may be or may have been granted under the Plan, to the end that the proportionate interests shall be maintained viz-a-viz other shareholders of Oranco, Inc. in a manner which is the same as before the occurrence of such event.
8. The Plan participant agrees that all shares purchased by the Participant under the option, unless they have been registered, are acquired for investment and not for distribution, and may not be resold, except pursuant to registration, or an exemption therefrom, under the Securities Act of 1933. Each notice of exercise of the option shall be accompanied by a written representation, signed by the Participant, to that effect, and share certificates upon issuance, shall bear a private placement legend, unless an applicable registration statement or exemption from registration is then in effect.
9. All options issued hereunder shall be issued only to persons who and for services which qualify under the terms of Rule 701 and/or an S-8 registration, in the event the Company becomes a "reporting company", under the Securities Act of 1933, as amended.
Adopted by action of the Board of Directors of Oranco, Inc. on January 11, 2000.
s/ Claudio Gianascio ---------------------- Claudio Gianascio, President & Sole Director |
EXHIBIT 10.2
ORANCO, INC. of
1981 East 4800 South, Suite 100
Salt Lake City, Utah 84117
(the "Company")
OF THE FIRST PART
AND:
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionee is an employee, officer, director, consultant, or advisor of the Company, as the case may be;
B. The Company wishes to grant the Optionee an option to purchase common shares in the capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 given by the Optionee to the Company (the receipt of which is hereby acknowledged by the Company) the parties hereto agree as follows:
1. The Company hereby grants the Optionee as an appreciation of past loyalty and performance and as an incentive for the same in the future and not in lieu of salary or any other compensation for services, an option to purchase a total of ______ common shares in its capital (the "Option") at a price of_______ per share exercisable on or before ______________ (the "Expiration Date").
2. In order to exercise the Option, the Optionee shall, before 5:00 p.m. PST on the Expiration Date, give notice to the Company of the Optionee's intention to exercise the Option in whole or in part, such notice to be accompanied by cash, bank draft, money order or certified cheque, payable to the Company, in the appropriate amount.
3. If the issued and outstanding common shares in the capital of the Company are at any time changed by subdivision, consolidation, re-division, reduction in capital, reclassification or recapitalization (such changes are herein called collectively "Capital Alterations"), not including any issuance of additional shares for consideration, the Option shall be adjusted as follows:
(a) the number and class of shares in respect of which the Option is granted shall be adjusted in such a manner as to parallel the change created by the Capital Alterations in the class and total number of the issued and outstanding common shares; and
(b) the exercise price of each share in respect of which the Option shall operate shall be increased or decreased proportionately, as the case may require, so that upon exercising the Option the same proportionate shareholdings at the same aggregate purchase price shall be acquired after such Capital Alterations as would have been acquired before the Capital Alterations.
4. The Option granted is personal to the Optionee and may not be assigned or transferred in whole or in part, except to "family members" as defined under Rule 701 as promulgated under the Securities Act of 1933 (the "Act").
5. The option hereby granted, and the underlying shares of Common which will be issued upon exercise, are each restricted securities as defined in Rule 144 as promulgated under the Securities Act of 1933 ("the Act"), and such securities in each case may not be resold without registration under the Act or the availability of an exemption from registration in connection with resale. The share certificates evidencing the shares upon option exercise, unless there is in effect a registration under the Act or an exemption from registration which is then in fact applicable to the shares, will bear substantially the following legend:
The securities evidenced hereby have not been registered under the Securities Act of 1933 or any state securities laws; such securities may not be transferred, sold, pledged or otherwise disposed of unless such securities are registered under the Securities Act of 1933 and such state laws or such transactions are exempt from the registration requirements therefore.
6. If Optionee is a consultant or an advisor, optionee hereby acknowledges and warrants that he is not receiving these options for services that are in connection with the offer or sale of securities in a capital-raising transaction, nor for services that directly or indirectly promote or maintain a market for the Company's securities.
7. This Agreement constitutes and expresses the whole agreement of the parties with reference to the subject matter herein, all promises, representations and understandings relative thereto being merged herein. Notwithstanding the foregoing, it is acknowledged and agreed that the Option herein is in addition to, and not in substitution for, the Optionee's previously granted and yet unexercised stock options.
8. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada and the parties hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the State of Nevada.
ORANCO, INC.
by__________________________________
Claudio Gianascio, President
Dated________________________
OPTIONEE
| ARTICLE 5 |
| MULTIPLIER: 1 |
| PERIOD TYPE | 12 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD START | JAN 01 1999 |
| PERIOD END | DEC 31 1999 |
| CASH | 27829 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 27829 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 27829 |
| CURRENT LIABILITIES | 500 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 1395 |
| OTHER SE | 25934 |
| TOTAL LIABILITY AND EQUITY | 27329 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 7671 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | (7671) |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 7671 |
| EPS BASIC | (.009) |
| EPS DILUTED | 0 |