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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the fiscal year ended December 31, 2007
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 333-131677
 
 ORANGE REIT, INC.
 (Exact name of registrant as specified in its charter)
 
 Maryland
    
    20-3749435(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)78 Okner Parkway 
Livingston, New Jersey
(Address of principal executive offices)
    
    07039
(Zip code)
 973-597-6433
(Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller Reporting Company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:
None.




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##### 



ORANGE REIT, INC.
TABLE OF CONTENTS
Form 10-K/A
For the Year Ended December 31, 2007
 PageItem 8. Financial Statements and Supplementary Data
    
    
    3Item 15. Exhibits, Financial Statement Schedules
    
    
    16SignaturesExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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Explanatory Note
   2




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Item 8. Financial Statements and Supplementary Data
 ORANGE REIT, INC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firms
    
    
    4Consolidated Balance Sheets at December 31, 2007, December 31, 2006, and December 31, 2005
    
    
    6Consolidated Statements of Operations for the years ended December 31, 2007, December
31, 2006, the period from October 28, 2005 (inception) through December 31, 2005 and the
period from October 28, 2005 (inception) through December 31, 2007
    
    
    7Consolidated
Statements of Stockholders (Deficit) Equity for the years ended December 31,
2007, December 31, 2006, the period from October 28, 2005 (inception) through December
31, 2005, and the period from October 28, 2005 (inception) through December 31, 2007
    
    
    8Consolidated
Statements of Cash Flows for the years ended December 31, 2007, December 31, 2006, the
period from October 28, 2005 (inception) through December 31, 2005, and the period from
October 28, 2005 (inception) through December 31, 2007
    
    
    9Notes to Consolidated Financial Statements
    
    
    10
  3




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Report of Independent Registered Public Accounting Firm
 
     
  4




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
  5




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2007
    
    
    2006AssetsCash and cash equivalents
    
    $
    4,443
    
    
    $
    4,110Deposits
    
    
    5,874
    
    
    
    Property and equipment, net
    
    
    2,130
    
    
    
    Capitalized offering costs
    
    
    1,192,213
    
    
    
    797,773Total Assets
    
    $
    1,204,660
    
    
    $
    801,883Liabilities:Accounts payable
    
    $
    240,393
    
    
    $
    426,286Accrued
expenses (to related party)
    
    
    585,947
    
    
    
    Note payable
(to related party)
    
    
    1,120,053
    
    
    
    551,919Total Liabilities
    
    
    1,946,393
    
    
    
    978,205Commitments
and contingencies
    
    
    
    
    
    
    Stockholders
(Deficit) Equity:Common stock, $.01 par value; authorized
40,000,000 shares; issued and outstanding 13,334 shares
    
    
    133
    
    
    
    133Additional paid-in-capital
    
    
    199,876
    
    
    
    199,876(941,742
    )
    
    
    (376,331
    )Total
Stockholders (Deficit) Equity
    
    
    (741,733
    )
    
    
    (176,322
    )Total
Liabilities and Stockholders (Deficit) Equity
    
    $
    1,204,660
    
    
    $
    801,883
   6




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Period from
    
    
    Period fromOctober 28,
    
    
    October 28,2005
    
    
    2005(inception)
    
    
    (inception)Year Ended
    
    
    Year Ended
    
    
    through
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expenses:Professional fees
    
    
    
    
    
    
    151,863
    
    
    
    2,549
    
    
    
    154,412Organizational expenses (to related party)
    
    
    
    
    
    
    210,000
    
    
    
    
    
    
    
    210,000Interest expense (to related party)
    
    
    37,134
    
    
    
    11,919
    
    
    
    
    
    
    
    49,053Asset management fee (to related party)
    
    
    47,922
    
    
    
    
    
    
    
    
    
    
    
    47,922General & administrative expenses
    
    
    480,355
    
    
    
    
    
    
    
    
    
    
    
    480,355Total Operating Expenses
    
    $
    565,411
    
    
    $
    373,782
    
    
    $
    2,549
    
    
    $
    941,742Net loss
    
    $
    (565,411
    )
    
    $
    (373,782
    )
    
    $
    (2,549
    )
    
    $
    (941,742
    )Basic and
diluted loss per shareWeighted
average number of shares outstanding
    
    $
    (42.40
    )
    
    $
    (28.03
    )
    
    $
    (.19
    )Basic and diluted
    
    
    13,334
    
    
    
    13,334
    
    
    
    13,334
   7




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation
 
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY
 DeficitAccumulatedCommon Stock
    
    
    
    
    
    
    During theNumber of
    
    
    
    
    
    
    Additional
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Paid-Capital
    
    
    Stage
    
    
    TotalInitial capitalization October 28, 2005
    
    
    13,334
    
    
    $
    133
    
    
    $
    199,876
    
    
    $
    
    
    
    $
    200,009Net loss for the period from October
28,2005 (inception) through December 31,2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,549
    )
    
    
    (2,549
    )Balance at December 31, 2005
    
    
    13,334
    
    
    
    133
    
    
    
    199,876
    
    
    
    (2,549
    )
    
    
    197,460Net loss for the year ended December
31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (373,782
    )
    
    
    (373,782
    )Balance at December 31, 2006
    
    
    13,334
    
    
    $
    133
    
    
    $
    199,876
    
    
    $
    (376,331
    )
    
    $
    (176,322
    )Net loss for the year ended December
31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (565,411
    )
    
    
    (565,411
    )Balance at December 31, 2007
    
    
    13,334
    
    
    $
    133
    
    
    $
    199,876
    
    
    $
    (941,742
    )
    
    $
    (741,733
    )
   8




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ORANGE REIT, INC.

(A Development Stage Maryland Corporation)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Period from
    
    
    Period fromOctober 28,
    
    
    October 28,2005
    
    
    2005(inception)
    
    
    (inception)Year Ended
    
    
    Year Ended
    
    
    through
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007Cash Flows from Operating Activities:Net loss
    
    $
    (565,411
    )
    
    $
    (373,782
    )
    
    $
    (2,549
    )
    
    $
    (941,742
    )Adjustments to reconcile net loss to net cash used in
operating activities:Non-cash expenses (to related party)
    
    
    
    
    
    
    210,000
    
    
    
    
    
    
    
    210,000Depreciation expense
    
    
    1,064
    
    
    
    
    
    
    
    
    
    
    
    1,064Increase in accrued interest (to related party)
    
    
    37,133
    
    
    
    11,919
    
    
    
    
    
    
    
    49,052Increase in other assets
    
    
    (5,874
    )
    
    
    
    
    
    
    
    
    
    
    (5,874
    )Increase in accounts payable and accrued expenses
(excluding
 capitalized offering
costs)
    
    
    458,150
    
    
    
    75,201
    
    
    
    2,549
    
    
    
    535,900Net Cash Used in Operating Activities
    
    
    (74,938
    )
    
    
    (76,662
    )
    
    
    
    
    
    
    (151,600
    )Cash Flows from Investing Activities:Additions to property and equipment
    
    
    (3,195
    )
    
    
    
    
    
    
    
    
    
    
    (3,195
    )Payment of offering costs
    
    
    (256,534
    )
    
    
    (349,238
    )
    
    
    
    
    
    
    (605,772
    )Net Cash Flows Used in Investing Activities
    
    
    (259,729
    )
    
    
    (349,238
    )
    
    
    
    
    
    
    (608,967
    )Cash Flows from Financing Activities:Proceeds from the issuance of common stock
    
    
    
    
    
    
    
    
    
    
    200,010
    
    
    
    200,010Advances from Briad for offering costs
    
    
    335,000
    
    
    
    230,000
    
    
    
    
    
    
    
    565,000Net Cash Flows From in Financing Activities
    
    
    230,000
    
    
    
    230,000
    
    
    
    200,010
    
    
    
    765,010Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    333
    
    
    
    (195,900
    )
    
    
    200,010
    
    
    
    4,443Cash and Cash Equivalents, Beginning of Period
    
    
    4,110
    
    
    
    200,010
    
    
    
    
    
    
    
    Cash and Cash Equivalents, End of Period
    
    $
    4,443
    
    
    $
    4,110
    
    
    $
    200,010
    
    
    $
    4,443Supplemental Disclosure of Non-Cash Activity:Capitalized offering costs accrued as payable
    
    $
    240,393
    
    
    $
    348,535
    
    
    $
    134,279
    
    
    $
    240,393Capitalized offering costs paid directly by related party
    
    $
    246,048
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    346,048
   9




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ORANGE REIT, INC.
(A Development State Maryland Corporation)
 
 NOTES TO FINANCIAL STATEMENTS
 1. Organization
        2. Summary of Significant Accounting Policies
 Basis of Presentation
  Liquidity
   10




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS(Continued)
 2. Summary of Significant Accounting Policies, continued
 Use of Estimates
  Cash and Cash Equivalents
  Hotel Properties
  Offering Costs
  Impairment of Long-Lived Assets
  Revenue Recognition
  Lease Accounting
   11




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS(Continued)
 2. Summary of Significant Accounting Policies, continued
   Earnings Per Common Share
  Recent Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
 Definition of Settlement in
FASB Interpretation No. 48
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51
  12




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS(Continued)
 2. Summary of Significant Accounting Policies, continued
 Fair Value Measurements
 3. Income Taxes
    4. Stockholders Equity and Offering of Shares
     Offering and Start Up Costs
     13




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS(Continued)
 Accrued Expenses to Related Party
  5. Related Parties
  Orange Realty Group, LLC
  Orange Advisors, LLC
      Briad Development West, LLC
   14




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ORANGE REIT, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS(Continued)
 5. Related Parties, continued
 Briad Development West, LLC, continued
   6. Commitments and Contingencies
   7. Subsequent Events
    8. Quarterly Financial Data (unaudited)
  First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterRevenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss)
    
    
    (100,026
    )
    
    
    (191,481
    )
    
    
    (124,204
    )
    
    
    (149,700
    )Basic and diluted (loss) per common share
    
    
    (7.50
    )
    
    
    (14.36
    )
    
    
    (9.31
    )
    
    
    (11.23
    )
  15




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
              Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
 
  16




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SIGNATURES
  ORANGE REIT, INC.By:
    
    /s/ Brad Honigfeld
    
    Date: June 4, 2008Brad HonigfeldChairman
(Principal Executive Officer)By:
    
    /s/ Cynthia Ward
    
    Date: June 4, 2008Cynthia WardChief Financial Officer(Principal Financial and Principal Accounting Officer)




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EXHIBIT INDEX
 ExhibitNumber
    
    Description Of Documents3.1
    
    
    Form of Amended and Restated Articles of
Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1
to Amendment No. 3 to the Registrants
Registration Statement on Form S-11 (SEC
File No. 333-131677) filed on February 7,
2007)3.2
    
    
    Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to Amendment No. 2
to the Registrants Registration Statement
on Form S-11 (SEC File No. 333-131677)
filed on January 17, 2007)3.3
    
    
    Amendment to Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.3
to Post-Effective Amendment No. 3 to the
Registrants Registration Statement on Form
S-11 (SEC File No. 333-131677) filed on
February 7, 2008)4.1
    
    
    Form of Promissory Note to Briad
Development West LLC (Incorporated by
reference to Exhibit 4.1 to Amendment No. 2
to the Registrants Registration Statement
on Form S-11 (SEC File No. 333-131677)
filed on January 17, 2007)10.1
    
    
    Advisory Agreement between the Registrant
and Orange Advisors, LLC (Incorporated by
reference to Exhibit 10.1 to Form 10-Q for
the fiscal quarter ended March 31, 2007
filed on May 15, 2007)10.2
    
    
    Property Acquisition/Disposition Agreement
between the Registrant and Orange Realty
Group, LLC (Incorporated by reference to
Exhibit 10.2 to Form 10-Q for the fiscal
quarter ended March 31, 2007 filed on May
15, 2007)10.4
    
    
    Memorandum of Business Terms among Orange
Advisors, LLC, Orange Realty Group, LLC and
Robbin E. Cooper (Incorporated by reference
to Exhibit 10.4 to Amendment No. 3 to the
Registrants Registration Statement on Form
S-11 (SEC File No. 333-131677) filed on
February 7, 2007)10.5
    
    
    Term Sheet between M&T Bank and Orange
REIT, Inc. (Incorporated by reference to
Exhibit 10.5 to Amendment No. 2 to the
Registrants Registration Statement on Form
S-11 (SEC File No. 333-131677) filed on
January 17, 2007)14.1
    
    
    Code of Ethics**21.1
    
    
    Subsidiaries of the Registrant
(Incorporated by reference to Exhibit 21.1
to Amendment No. 2 to the Registrants
Registration Statement on Form S-11 (SEC
File No. 333-131677) filed on January 17,
2007)31.1
    
    
    Certification of the Companys Principal
Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002*31.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*32.1
    
    
    Certification of the Companys Principal Executive Officer pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*32.2
    
    
    Certification of the Companys Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
 
 *
    
    Filed herewith**
    
    Previously Filed