UNITED
STATES SECURITIES AND EXCHANGE COMMISSION





Washington,
D. C. 20549





(Amendment
No. 1)


FORM
10-KSB/A








[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the fiscal year
      ended December 31, 2007[
       ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
  _______  to________





Commission File No.
0-28181








ORANCO,
INC.





(Name of
Small Business Issuer in its Charter)





Nevada
            87-05744(State
      or Other Jurisdiction of incorporation or organization)
            (I.R.S.
      Employer I.D. No.)








1981 E
Murray Holliday Rd


Salt Lake City, Utah
84117


(Address
of Principal Executive Offices)


Issuer's
Telephone Number: (801-272-9294)





1981 East
4800 South, Suite 110


Salt Lake
City, Utah 84117









(Former
Name or Former Address, if changed since last Report)





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.


(1)  Yes
[X]  No [ 
]      (2)  Yes [X]  No
[  ]








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 definitiveproxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [  ]





Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act)


Yes [X] No [ ]





State
Issuer's revenues for its most recent fiscal year. $7,462, including interest
income.








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.





At March 15,
2008, the market value of the voting stock held by non-affiliates is
undeterminable and is considered to be 0.





(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,
2008


4,269,950





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the part of
the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
c) under the Securities Act of 1933: None














Explanatory
Note





This
Annual Report on Form 10-KSB/A ("Form 10-KSB/A") is being filed as Amendment No.
1 to our Annual Report on Form 10-KSB for the year ended December 31, 2007,
which was originally filed with the Securities and Exchange Commission (the
"SEC") on March 24, 2008.  We are amending and restating the following
items in this Amendment No. 1:





(i) Part
II. Item 8A. Controls and Procedures


(ii) Part
III. Item 13. Exhibits


(iii)
Signatures


(iv)
Exhibit Index





Table
of Contents








PART
      II.
            PageItem
      8A. Controls and Procedures
            4PART
      III.Item
      13. Exhibits
            5Signatures
            6











3


ITEM
8A.           CONTROLS
AND PROCEDURES





Evaluation
of disclosure controls and procedures





Under the
supervision and with the participation of our management, including our
principal executive officer/principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31,
2007.  Based on this evaluation, our principal executive
officer/principal financial officers has concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in the reports we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that our disclosure and
controls are designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





Management’s
Report on Internal Control over Financial Reporting





Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act.  The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.





Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our internal
control over financial reporting and testing of the operational effectiveness of
our internal control over financial reporting.  Based on this
assessment, Management concluded the Company maintained effective internal
control over financial reporting as of December 31, 2007.


4


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.





Attestation
Report of Registered Public Accounting Firm





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.





Changes
in internal controls





We have
not made any changes to our internal controls subsequent to the Evaluation
Date.  We have not identified any deficiencies or material weaknesses
or other factors that could significantly affect these controls, and therefore,
no corrective action was taken.











ITEM
      13.
            EXHIBIT
      LIST AND REPORTS ON FORM 8-KExhibitNumber
            Description*3.1
      *
            Initial
      Articles of Incorporation,3.2
      *
            Articles
      of Amendment to the Articles of Incorporation,3.3
      *
            By-Laws10.1
      **
            2000
      non-Qualified Key Man Stock Option Plan10.2
      **
            Form
      of Option Certificate delivered in connection with the grant of individual
      options.31.1
            Rule
      13a-14(a)/15d-14(a) Certification.32.1
            Certification
      by the Chief Executive Officer/Acting Chief Financial Officer Relating to
      a Periodic Report Containing Financial Statements.***99.1****
            Code
      of Ethics





5


*** The
Exhibit attached to this Form 10-KSB 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.





DOCUMENTS
INCORPORATED BY REFERENCE





*
Documents previously filed as exhibits to Form 10 filed on November 18, 1999 and
incorporated herein by this reference.


**
Documents previously filed as exhibits to Form 10KSB annual report for year
ending 12/31/99.


****
Documents previously filed as exhibit to Form 10KSB annual report for year
ending 12/31/2003.








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:
      August 12, 2008
            By:
      S/ Claudio
      GianascioClaudio
      GianascioPresident,
      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:
      August 12, 2008
            S/ Claudio
      GianascioClaudio
      GianascioPresident,
      Secretary,Treasurer
      and DirectorDate:
      August 12, 2008
            S/ Alfredo M.
      VillaAlfredo
      M. VillaDirector





6


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