UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 
 Washington,
D. C. 20549
 
 (Amendment
No. 2)
 FORM
10-KSB/A
 
 
 [X]  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the fiscal year ended
December 31, 2007
 
 [  ]  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
              87-05744(State
      or Other Jurisdiction of incorporation or organization)
              (I.R.S.
      Employer I.D. No.)
 
 1981 E
Murray Holliday Rd, Suite 100
 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  [  ]
 
  1
  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
  2
 
 Explanatory
Note
 
 This
Annual Report on Form 10-KSB/A ("Form 10-KSB/A") is being filed as Amendment No.
2 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. 2:
 
 (i) Part
II. Item 8A. Controls and Procedures
 (ii) Part
III. Item 13. Exhibits
 (iii)
Signatures
 (iv)
Exhibit Index
 
 Table of Contents
 
 
 PART II.Item 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 were not 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 original assessment, Management concluded
the Company maintained effective internal control over financial reporting as of
December 31, 2007. However, subsequent to such evaluation, it was brought to the
attention of Management that this conclusion was erroneous. In our original
filing of this annual report, we did not include a report on internal control
over financial reporting.  Management has recognized this deficiency
in its internal control over financial reporting by not including a report on
internal control over financial reporting in our annual report and has
instituted a procedure whereby the personnel involved in the preparation of the
annual report will review each future annual report to determine whether the
report on internal control over financial reporting is included. In addition, we
are amending  herewith the December 31, 2007 annual report to include
such report.
 
  Return to Table of Contents
 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
 
 There
were no significant changes in our internal controls over financial reporting
that occurred during the quarter and year ended December 31, 2007 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 
 
 ITEM
      13.
              EXHIBIT LIST AND REPORTS ON FORM
  8-K
 
 ExhibitNumber
              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
 
 *** 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.
  Return to Table of Contents
 5
 
 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:
      September 9, 2008
              By:
      S/ Claudio
      Gianascio____________Claudio
      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:
      September 9, 2008
              S/ Claudio
      GianascioClaudio
      GianascioPresident,
      Secretary,Treasurer
      and DirectorDate:
      September 9, 2008
              S/ Alfredo M
      VillaAlfredo
      M. VillaDirector
  Return to Table of Contents
 6