United States Securities and Exchange Commission

                             Washington, D. C. 20549


                                AMENDMENT # 1 TO
                                   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, 2003
                                             -----------------

[ ]  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, 2003 - $11,987



     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,  2004,  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, 2004
                                    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


<PAGE>




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

Exhibits. The following exhibits are included as part of this report by
reference:

Exhibit 31.1      Rule 13a-14(a)/15d-14(a) Certification

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

On March 8, 2004 The Company  filed a Form 8-K Item 4.  Changes in  Registrant's
Certifying Accountant.  In this 8-K The Company indicated that it had terminated
the  services of Sellers and Andersen LLC and had engaged the services of Madsen
& Associates, CPA's Inc.



                                   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: 4-8-2004                   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: 4-8-2004                   By s/ Claudio Gianascio
                                    ---------------------------------
                                    Claudio Gianascio
                                    President, Secretary, Treasurer and Director



Date:  4-8-2004                     s/ Alfredo M. Villa
                                    ---------------------------------
                                    Alfredo M. Villa
                                    Director