United States 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

     For the fiscal year ended December 31, 2001
                              ------------------

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                           Commission File No. 0-28181
                                              ---------

                                  Oranco, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

                    Nevada                             87-0574491
                   --------                            ----------
       (State or Other Jurisdiction of          (I.R.S. Employer I.D. No.)
        incorporation or organization)

                         1981 East 4800 South, Suite 110
                           Salt Lake City, Utah 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 272-9294


                                   -----------
          (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


<PAGE>

     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  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, 2001 - $16,607



     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,  2002,  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, 2002
                                    4,019,950

                       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



                                       2
<PAGE>



                               TABLE OF CONTENTS
--------------------------------------------------------------------------------


PART I                                                                      Page
------                                                                      ----

ITEM 1.  DESCRIPTION OF BUSINESS                                              4

ITEM 2.  DESCRIPTION OF PROPERTIES                                            8

ITEM 3.  LEGAL PROCEEDINGS                                                    8

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                    9


PART II
-------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           11

ITEM 7.  FINANCIAL STATEMENTS                                                11

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE                                            12


PART III
--------

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                  12

ITEM 10. EXECUTIVE COMPENSATION                                              14

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT                                                      15

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      16


ITEM 13. EXHIBITS & REPORTS ON FORM 8K                                       17





                                       3
<PAGE>


                                     PART I

Item 1.  Description of Business.
---------------------------------

Business Development.
---------------------

Organization and Charter Amendments.
------------------------------------

     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.

    In the  summer  of 2000,  the  Company  completed  a  private  placement  of
2,500,000 units for which it received  $250,000 Each unit consisted of one share
of  common  stock;  one "a"  warrant  giving  the  holder  thereof  the right to
purchase,  upon a minimum  of 60 days  prior  notice of  exercise,  one share of
common stock at $.10 per share within two years of the date of issuance; and one
"b" warrant giving the holder  thereof the right to purchase,  upon a minimum of
60 days prior  notice of  exercise,  one share of common stock at $.25 per share
within two years of the date of issuance.


                                       4
<PAGE>

Business.
---------

     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.


                                       5
<PAGE>

     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.


Principal Products and Services.
--------------------------------

    The limited business operations of the Company, as now contemplated, involve
those of a "blank  check"  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.



                                       6
<PAGE>

Distribution Methods of the Products or Services.
-------------------------------------------------

     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.


Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.


Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
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.


Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable.


Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
--------------------------------------------------------------------------
or Labor Contracts.
-------------------

     None; not applicable.


Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     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.


                                       7
<PAGE>

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     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.

Research and Development.
-------------------------

    None; not applicable.


Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

    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.

Number of Employees.
--------------------

     None.


Item 2.  Description of Property.
---------------------------------

     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 no 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.


Item 3.  Legal Proceedings.
---------------------------

     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,


                                       8
<PAGE>

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.


Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

    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

Item 5.  Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Market Information
------------------

     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 aware of only one
transaction  having taken place in the year 2000. 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.



                                       9
<PAGE>

Holders
-------

    The number of record holders of the Company's common stock as of the date of
this Report is approximately 46.

Dividends

     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.
<TABLE>
<CAPTION>

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

Name of Purchaser                      Date          Number of Shares    Consideration
------------------------              -----         ------------------   ---------------
<S>                                 <C>             <C>                  <C>
Claudio Gianascio                   11/09/99          700,000 (1)(2)        $35,000
W. Sterling Mason Jr.               06/22/2000        125,000 (3)           $12,500
Comprehensive Ventures Inc. Ltd.    07/07/2000        400,000 (1)(4)        $40,000
Progressive Emerging Ventures Ltd.  07/07/2000        400,000 (1)(4)        $40,000
Capital One International SA        07/07/2000        350,000 (1)(4)        $35,000
Allevamento Cristal Srl             07/07/2000        200,000 (1)(4)        $20,000
S.K.G. New York, Inc.               07/07/2000         50,000 (1)(4)        $ 5,000
Innovative Investment Network Ltd.  07/07/2000        200,000 (1)(4)        $20,000
Prestige Underwriters NV            07/07/2000        350,000 (1)(4)        $35,000
OTC Opportunities Ltd.              07/07/2000        350,000 (1)(4)        $35,000
Advanced Securities Management Ltd  07/07/2000        200,000 (1)(4)        $20,000

(1) All shares sold,  were sold for cash with no discounts or commissions  paid,
and were sold pursuant to exemptions  from  registration  under  Sections  4(2),
3(b), and 4(6) of the Securities Act of 1933.

(2) 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.

(3) These shares were sold for cash pursuant to the 2000  Non-qualified  Key Man
Stock  Option  plan  adopted  by the  Company on January  11,  2000 were  issued
pursuant the exemption contained in Rule 701 as promulgated under the Securities
Act of 1933, as amended.

(4)These  consisted of units.  Each unit consisted of one share of common stock;
one "a" warrant giving the holder thereof the right to purchase,  upon a minimum
of 60 days prior notice of exercise, one share of common stock at $.10 per share
within two years of the date of issuance;  and one "b" warrant giving the holder
thereof  the  right to  purchase,  upon a  minimum  of 60 days  prior  notice of
exercise,  one share of common  stock at $.25 per share  within two years of the
date of issuance.
</TABLE>



                                       10
<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

Plan of Operation.
------------------

     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 intends
to focus is efforts  in Europe  both  because  management  is located  there and
because  management  believes that the Company can locate  superior  acquisition
opportunities  in  Europe.  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,  2001,  it had  $32,346  in cash or cash  equivalents.  Management
believes that these funds are sufficient to cover its cash needs for the next 12
months.  If additional funds are required during this period,  such funds may be
advanced by  management  or  stockholders  as loans to the Company.  Because the
Company has not identified any such venture as of the date of this Report, it is
impossible to predict the amount of any such loan.  However,  any such loan will
be on terms no less  favorable  to the Company  than would be  available  from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
venture.


Results of Operations.
----------------------

     Other than restoring and  maintaining  its good  corporate  standing in the
State of  Nevada,  obtaining  an audit of the  Company's  financial  statements,
submitting  the  Company's  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 in the two most
recent calendar years.

Year ended December 31, 2001 compared to year ended December 31, 2000
---------------------------------------------------------------------

     Revenues  for the year ended  December  31, 2001 were  $16,607  compared to
$1,247 for the year ended  December 31,  2000.  This  represents  an increase of
$15,360 or 1231%.  This increase is totally  attributable  to the Company's cash
being  invested  for the  entire  2001  year in  interest  bearing  accounts  or
instruments which was not the case for the entire 2000 year.

     Expenses  for the year ended  December  31,  2001 were  $5,360  compared to
$8,744 for the year ended  December  31,  2000.  This  represents  a decrease of
$3,384  or  39%  and  is   attributable  to  a  reduction  in  legal  and  other
administrative costs.

    Net income for the year ended  December  31, 2001 was $11,247  compared to a
net loss of $7,497  for the year ended  December  31,  2000.  This  increase  is
attributable to investing the Company's cash into interest  bearing accounts and
instruments and a reduction of administrative expenses.

Liquidity.
----------

    The  Company's  primary  need  for  capital  has  been  to pay  the  ongoing
administrative expenses associated with being a reporting company such as legal,
accounting and EDGAR filing. The Company,  although more aggressively seeking an


                                       11
<PAGE>

acquisition or merger partner,  does not anticipate this changing in the next 12
months,  unless a suitable acquisition or merger candidate is located.  However,
because of the limited amount available no assurance can be given that this will
be the case.

     During the fiscal  years ended  December 31, 2001 the Company has been able
to pay its expenses and costs  through it cash on hand.  As of December 31, 2001
had $32,346 in cash or cash  equivalents  compared  to $284,232 at December  31,
2000, a decrease of $251,886 or 87%. This was  attributable to the fact that the
Company in July of 2001 loaned $250,000 to an unrelated  company on an unsecured
basis at 10% interest.

     As of December  31, 2001 the  Company  had a long term note  receivable  of
$261,233  compared to no such note as of December  31,  2000.  This  increase is
directly  attributable  to the loan to an unrelated  company in July of 2001. On
February  5, 2002 the Company  exchanged  the note  receivable  for a 7% secured
convertible debenture due December 31, 2004 in the amount of $265,000.  Interest
is payable  annually on December 31 in the common capital stock of Air Packaging
Technologies  Inc.  at the average bid price of the  shares.  The  debenture  is
convertible to common stock of Air Packaging  Technologies Inc. at the option of
the Company.


Item 7.  Financial Statements.
------------------------------

    The financial statements of the Company are included following the signature
page to this form 10-KSB.


Item 8. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure.
---------------------

     None, Not applicable

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
With Section 16(a) of the Exchange Act.
---------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

     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.

 NAME                   POSITION(S)                   DATE ELECTED OR APPOINTED
 ----                   -----------                   -------------------------
Claudio Gianascio       President, Secretary,
                        Treasurer, Director                  09/01/99

Alfredo M. Villa        Director                             01/10/2000


Business Experience
-------------------

     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 III Intermediazioni  Immobiliari  Internazionali  S.A., a
real  estate  company;  Until  2000  he was a board  member  of SCF  Societa  di
Consulenza  Finanziaria S.A., a Swiss private banking company and a board member

                                       12
<PAGE>

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..

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
15 years of experience with the Swiss banking  industry.  Since 1999 he has been
a  founding  Director of  Mediapolis S.A. Until 2001, he was 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 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 was, until 2000,  Secretary and a Director of Private Media Group, Inc., a
reporting company listed on NASDAQ.


Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.


Family Relationships.
---------------------

     There  are  no  family  relationships  between  any  current  directors  or
executive officers of the Company, either by blood or by marriage.


Involvement in Certain Legal Proceedings.
-----------------------------------------

     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.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

    Since the Company ceased operations in 1990, the Company knows of no person,
who at any time during the  subsequent  fiscal years,  was a director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of


                                       13
<PAGE>

the  registrant  registered  pursuant to Section 12 ("Reporting  Person"),  that
failed to file on a timely basis any reports  required to be furnished  pursuant
to  Section  16 (a).  Based  upon a  review  of Forms 3 and 4  furnished  to the
registrant  under Rule 16a-3(d)  during its most recent fiscal year,  other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

    The  following  table  sets  forth as of  December  31,  2001,  the name and
position of each  Reporting  Person  that  failed to file on a timely  basis any
reports required pursuant to Section 16(a) during the most recent fiscal year or
prior years.

          Name               Position                        Reports Filed
          ----               --------                        -------------

          NONE

Item 10. Executive Compensation.
--------------------------------

         The following table sets forth the aggregate  compensation  paid by the
Company for services rendered during the periods indicated

<TABLE>
<CAPTION>
                                           Summary Compensation Table

                                          Annual Compensation                   Awards                   Payouts
                                  -----------------------------------  ----------------------- ------------------------

         (a)              (b)             (c)          (d)     (e)        (f)         (g)         (h)         (i)
                                                              Other                 Securities
                                                              Annual    Restricted  Underlying              All Other
                         Year or                              Comp-       Stock     Options      LTIP        Compen-
Name and Principal       Period      Salary       Bonus      ensation                           Payouts      sation
Position                 Ended        ($)          ($)         ($)         ($)        (#)         ($)          ($)
----------------------- --------- ------------ ------------ ---------- ----------- ----------- ---------- -------------
<S>                    <C>         <C>          <C>         <C>         <C>      <C>           <C>         <C>
Claudio
Gianascio,             12/31/2001       0           0             0         0              0        0           0
Pres, Sec,             12/31/2000       0           0             0         0        125,000        0           0
Treas, Dir             12/31/1999       0           0             0         0              0        0           0

** Claudio  Gianascio became an officer and director of the Company on September 1, 1999.
</TABLE>

                      Option/SAR Grants in Last Fiscal Year
                      -------------------------------------

                                Individual Grants
                                -----------------

                     No. Of Sec.        % of Total
                     Underlying         Options/SARs
                     Options/           Granted to     Exercise
                     SARs               Employees      or Base
                     Granted            In Fiscal       Price        Expiration
Name                 (#)                Year           ($/Sh)        Date
--------------------------------------------------------------------------------

NONE


                                       14
<PAGE>

Compensation of Directors.
--------------------------

     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.

Employment Contracts and Termination of Employment and Change-in-Control
------------------------------------------------------------------------
Arrangements.
-------------

     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.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     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 4,019,950 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)                19.90%(2)
Corso Elvezia 4
Ch-6900 Lugano
Switzerland

Comprehensive Ventures Inc. Ltd.             400,000(3)                 9.95%
Clinch's House Lord Street
Douglas, Isle of Man
British Isles IM99 1RZ

Progressive Emerging Ventures Ltd.           400,000(3)                 9.95%
Suite 743, Europort
P.O. Box 629
Gibraltar

Capital One International SA                 350,000  (3)               8.71%
Torre Banco Germanico
P.O. Box 850048
Calle 50 Y 55 Este, 8th Floor
Panama, Republic of Panama



                                       15
<PAGE>

Prestige Underwriters NV                     350,000  (3)               8.71%
Middenstraat 1A,
P.O. Box 97
Willemstad, Curacao
Netherland Antilles

OTC Opportunities Limited                    350,000  (3)               8.71%
The Lake Building, First Floor
P.O. Box 915
Roadtown, BVI

(1)  Includes  options to purchase  125,000 granted to Mr.  Gianascio on January
     11, 2000.
(2)  Percentage  is  calculated  assuming  that Mr.  Gianascio had exercised his
     options  to  purchase  125,000  shares  of stock and that  there  were thus
     4,144,950  shares  outstanding.
(3)  Does not include "a" and "b" warrants  that require 60 days prior notice to
     exercise.

Security Ownership of Management.
---------------------------------

     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)                        20.5%(2)
Corso Elvezia 4
Ch-6900 Lugano
Switzerland

Alfredo M. Villa                 125,000(1)                        3.01%(3)
Corso Elvezia 4
Ch-6900 Lugano
Switzerland
                          --------------------                   -------------


All directors and
executive officers               950,000(1)                        23.51%(4)
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 4,144,950 shares outstanding.
(3)  Percentage  is  calculated  assuming Mr. Villa had exercised his option and
     therefore there were 4,144,950 shares outstanding.
(4)  Percentage  assumes that both Mr.  Gianascio  and Mr.  Villa had  exercised
     their options and therefore there were 4,269,950 shares outstanding.

Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.


                                       16
<PAGE>

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent stockholders,  "affiliates",  promoters and finders, see captions "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. .


Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K
-------------------

NONE


Exhibits
--------

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.



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.





                                       17
<PAGE>



                                   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: 3-28-2002                 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:  3-28-2002                     s/ Claudio Gianascio
                                     ----------------------------
                                     Claudio Gianascio
                                     President, Secretary,
                                     Treasurer and Director



Date:  3-28-2002                     s/ Alfredo M. Villa
                                     ----------------------------
                                     Alfredo M. Villa
                                     Director



                                       18
<PAGE>

ANDERSEN ANDERSEN & STRONG, L.C.
--------------------------------
Certified Public Accountants and Business Consultants

Member SEC Practice Section of the AICPA          941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098




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,  2001  and  the  statement  of   operations,
stockholders'  equity, and cash flows for the years ended December 31, 2001, and
2000 and the period June 16, 1977 (date of  inception)  to  December  31,  2001.
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 auditing standards generally accepted
in the  United  States of  America.  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,
2001 and the results of operations,  and cash flows for the years ended December
31, 2001 and 2000 and the period June 16, 1977 (date of  inception)  to December
31, 2001, in conformity with  accounting  principles  generally  accepted in the
United States of America.



March 20, 2002
Salt Lake City, Utah                              /Andersen Andersen and Strong





                                      F-1
<PAGE>



                                  ORANCO, INC.
                          ( Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2001

--------------------------------------------------------------------------------


ASSETS
CURRENT ASSETS

   Cash                                                               $  32,346
                                                                      ---------

   Total Current Assets                                                  32,346
                                                                      ---------

LONG TERM NOTE RECEIVABLE - Note 3                                      261,233
                                                                      ---------

                                                                      $ 293,579
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable                                                   $    --
                                                                      ---------

   Total Current Liabilities                                               --
                                                                      ---------


STOCKHOLDERS' EQUITY

   Common stock
        100,000,000 shares authorized, at $0.001 par value;
      4,019,950 shares issued and outstanding                             4,020

   Capital in excess of par value                                       325,148

    Deficit accumulated during the development stage                    (35,589)
                                                                      ---------

       Total Stockholders' Equity                                       293,579
                                                                      ---------

                                                                      $ 293,579
                                                                      =========

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

                                      F-2
<PAGE>



                                  ORANCO, INC.
                          ( Development Stage Company)
                            STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 2001, and 2000 and the
          Period June 16, 1977 (Date of Inception) to December 31, 2001

--------------------------------------------------------------------------------



                                    Dec 31,          Dec 31,     Jun 16, 1977 to
                                     2001             2000        Dec  31, 2001
                                 -----------      -----------     ------------

REVENUES                         $    16,607      $     1,247      $    17,854

EXPENSES                               5,360            8,744           53,443
                                 -----------      -----------      -----------

NET PROFIT (LOSS)                $    11,247      $    (7,497)     $   (35,589)
                                 ===========      ===========      ===========




NET LOSS PER COMMON
   SHARE

   Basic                         $      --        $      --
                                 -----------       -----------



AVERAGE  OUTSTANDING
    SHARES

     Basic                         4,019,950        4,019,950
                                 -----------       -----------







                 The accompanying notes re an integral part of
                          these financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                                 ORANCO, INC.
                                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        Period June 16, 1977 (date of inception) to December 31, 2001

-------------------------------------------------------------------------------------------------------------------


                                                        Common Stock            Capital in
                                                  ----------------------------  Excess of      Accumulated
                                                    Shares        Amount        Par Value        Deficit
                                                  ----------------------------------------------------------
<S>                                               <C>           <C>             <C>            <C>
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)
Net operating loss for the year ended
    December 31, 1998                                  --             --             --           (7,710)
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)
Issuance of common stock for cash
   at $.10 - June and July 2000                   2,500,000          2,500        247,500           --
Issuance of common stock for cash
   at $.10 - July 5, 2000                           125,000            125         12,375           --
Net operating loss for the year
   ended December 31, 2000                             --             --             --           (7,497)
                                                  ---------      ---------      ---------      ---------
Balance December 31, 2000                         4,019,950          4,020        325,148        (46,836)
Net operating profit for the year
   ended December 31, 2001                             --             --             --           11,247
                                                  ---------      ---------      ---------      ---------
Balance December 31, 2001                         4,019,950      $   4,020      $ 325,148      $ (35,589)
                                                  =========      =========      =========      =========


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


                                                     F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                           ORANCO, INC.
                                   ( Development Stage Company)
                                     STATEMENT OF CASH FLOWS
                     For the Years Ended December 31, 2001, and 2000 and the
                  Period June 16, 1977 (Date of Inception) to December 31, 2001

-------------------------------------------------------------------------------------------------


                                                                                     Jun 16, 1977
                                                          Dec 31,        Dec 31,      to Dec 31,
                                                           2001           2000           2001
                                                        ---------      ---------      ---------
<S>                                                     <C>            <C>           <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net profit (loss)                                    $  11,247      $  (7,497)     $ (35,589)

       Adjustments to reconcile net loss to
       net cash provided by operating activities

             Changes in accrued interest receivable       (11,233)          --          (11,233)
             Changes in accounts payable                   (1,900)         1,400           --


          Net Cash Used in Operations                      (1,886)        (6,097)       (46,822)
                                                        ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES

       Note receivable                                   (250,000)          --         (250,000)
                                                        ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES

        Proceeds from issuance of common stock               --          262,500        329,168
                                                        ---------      ---------      ---------

   Net Increase (Decrease) in Cash                       (251,886)       256,403         32,346

   Cash at Beginning of Period                            284,232         27,829           --
                                                        ---------      ---------      ---------

   Cash at End of Period                                $  32,346      $ 284,232      $  32,346
                                                        =========      =========      =========



            The accompanying notes are an integral part of these financial statements.
</TABLE>


                                               F-5

<PAGE>

                                  ORANCO, INC.
                          ( Development Stage Company)
                          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

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.


Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.


Income Taxes
------------

On December  31, 2001,  the Company had a net  operating  loss carry  forward of
$35,589.  The income tax benefit of  approximately  $10,677  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 will expire in 2022.


Basic  Income (Loss) Per Share
------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average number of shares actually outstanding.


Financial Instruments
---------------------

The  carrying  amounts  of  financial  instruments,   including  cash  and  note
recievable, are considered by management to be their estimated fair values.


                                      F-6
<PAGE>

                                  ORANCO, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk
----------------------------

Financial  instruments  that  potentially  subject  the  Company to  significant
concentration  of credit risk consists of a note receivable,  however,  the note
receivable is considered by management fully collectable. (note 3)


Estimates and Assumptions
-------------------------

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 these financial statements.

Comprehensive Income
--------------------

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.


Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  LONG TERM NOTE RECEIVABLE

On July 20, 2001 the  Company  invested  in a long term 10% note  receivable  of
$250,000  due July 31,  2004.  Interest is payable  each year on July 31 and has
been accrued to December 31, 2001. On February 5, 2002 the Company exchanged the
note receivable for a 7% secured convertible  debenture due December 31, 2004 in
the amount of  $265,000.  Interest  is payable  annually  on  December 31 in the
common capital stock of Air Packaging Technologies Inc. at the average bid price
of the shares.  The  debenture is  convertible  to common stock of Air Packaging
Technologies Inc. at the option of the Company.







                                      F-7
<PAGE>


                                  ORANCO, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------


4. COMMON CAPITAL STOCK

On June 15,  2000 the  board of  directors  authorized  a private  placement  of
2,500,000  units at $0.10.  Each unit consists of one share of common  stock,  a
warrant to purchase an  additional  share of common  stock for $0.10 at any time
within two years,  and a warrant to purchase a second  share of common stock for
$0.25  any time  within  four  years.  During  June and  July  2000 the  Company
completed the private placement.

On January 11, 2000 the Company  adopted a non  qualified  key man stock  option
plan of 500,000  common  shares of its capital stock which can be exercised at a
the trading  value on the date of grant.  375,000 of the options were granted on
June 22, 2000 and  125,000 of the options  were  exercised  for the  purchase of
125,000 common shares at $.10 a share for $12,500.

5.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors  have  acquired or have under  option 24% of the  outstanding
common stock.






                                      F-8