UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 
 Washington,
D. C. 20549
 
 FORM
10-K
 
 
 [X]  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the fiscal year ended
December 31, 2008
 
 [
]  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
                (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: (702) 583-7248
 
 
 (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
 
 Indicate by checkmark if registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act
 Yes  [   ]  No
[X]
 
 Indicate by checkmark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
 Yes  [X]  No
[  ]
  1
 
 Indicate by checkmark 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.
 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-K or any amendment to this Form 10-K. [ ]
 
 Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. Se the
definitions of “large accelerated filer”, ”accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act
 
 Large
      Accelerated Filer [  ]
                Accelerated
      Filer [  ]Non-Accelerated
      filer [  ]
                Smaller
      Reporting Company [ x ]
  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 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 1, 2009, 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 1,
2009
 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
8)
under the Securities Act of 1933: None
  2
 
 TABLE
OF CONTENTS
 
 PART
      IITEM
      1.
                                                          DESCRIPTION
      OF BUSINESS
                                                          4ITEM
      2.
                                                          DESCRIPTION
      OF PROPERTIES
                                                          8ITEM
      3.
                                                          LEGAL
      PROCEEDINGS
                                                          9ITEM
      4.
                                                          SUBMISSION
      OF MATTERS TO VOTE OF SECURITY HOLDERS
                                                          9PART
      IIITEM
      5.
                                                          MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS ISSUER PURCHASES OF EQUITY
      SECURITY
                                                          9ITEM
      6.
                                                          SELECTED
      FINANCIAL DATA
                                                          10ITEM
      7.
                                                          MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                          10ITEM
      8.
                                                          FINANCIAL
      STATEMENTS
                                                          12ITEM
      9.
                                                          CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                          12ITEM
      9A.
                                                          CONTROLS
      AND PROCEDURES
                                                          12ITEM
      9B.
                                                          OTHER
      INFORMATION
                                                          13PART
      IIIITEM
      10.
                                                          DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                                          13ITEM
      11.
                                                          EXECUTIVE
      COMPENSATION
                                                          16ITEM
      12.
                                                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                          17ITEM
      13.
                                                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                          18ITEM
      14.
                                                          PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                                          18ITEM
      15.
                                                          EXHIBITS
                                                          19
 
  3
 
 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. Both “a” & “b”
warrants expired without exercise.
  4
 
 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 provide revenue on an interim basis,
on March 29, 2004 the Company entered into an agreement with Air Packaging
Technologies, Inc.(“AIRP”) to fund an evaluation of a lawsuit by it against 3M
Corp.  for 3M’s failure to use reasonable efforts to sell the products
of AIRP to which it had exclusive rights, thus causing the failure of AIRP’s
business plan for lack of revenue.  The cause of action was settled in
September of 2005.  All amounts advanced by the Company on this matter
were considered loans with interest at 12% per annum and secured by a lien
against the assets of AIRP.  In the event of a recovery, the Company
was entitled to a return of all amounts advanced and 60% of the net proceeds
from the recovery.  As of September 30, 2002 the Company had advanced
$99,327, including accrued interest.  In November 2005 the Company
received payment of $178,833, which repaid the Company for all amounts advanced,
12% interest, and 60% of the net proceeds received from the
recovery.
 
 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.
  5
 
 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.
 
 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.
  6
 
 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.
 
 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.
  7
 
 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.
 
 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 is the business office address of its transfer agent, Interwest Transfer
Co., Inc., and is 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.
  8
 
 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, 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 two transactions having taken place, one in the year 2000 and the other in
2005.  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.
  9
 
 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.
 
 Holders
 
 The number of record holders of the
Company's common stock as of the date of this Report is approximately
40.
 
 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.
 
 Securities
authorized for issuance under equity compensation plans.
 
 None
 
 Item 6. Selected Financial
Data
 
 Not required to be filed
 
 Item
7.  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.
  10
  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, 2008, it had $89,537 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, the completion of a private placement and the seeking
of an appropriate acquisition candidate, merger partner, or business venture,
the Company has had no material business operations in the two most recent
calendar years.
 
 Year ended December 31, 2008
compared to year ended December 31, 2007
  Revenues,
Including Interest, for the year ended December 31, 2008 were $8,830 compared to
$7,462 for the year ended December 31, 2007, a 18% increase, which is primarily
attributable to increased interest income.
 
 Expenses
for the year ended December 31, 2008 were $24,981 compared to $27,346 for the
year ended December 31, 2007.  This represents a decrease of $2,365 or
8.6% and is attributable to a decrease in travel and exploratory
costs.
 
 Net loss
for the year ended December 31, 2008 was $16,151 compared to a net loss of
$18,884 for the year ended December 31, 2007.  This loss represents a
decrease of $3,693 or18.6%.  This loss is attributable to decreased
travel and exploratory costs and increased interest income.
 
 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
acquisition or merger partner and incurring travel and other expenses in
relation thereto, 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.
  11
 
 During the fiscal years ended December
31, 2008 the Company has been able to pay its expenses and costs through it cash
on hand.  As of December 31, 2008 had $89,537 in cash or cash
equivalents compared to $307,425 at December 31, 2007, an decrease of
217,888.  This decrease is primarily attributed to ongoing expenses
exceeding interest income and investment of $200,000 in a 6 month note
receivable
 
 Item
8.  Financial Statements.
 
 The financial statements of the Company
are included following the signature pages to this form 10-K.
 
 Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
 
 NONE
 
 Item 9a.  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,
2008.  Based on this evaluation, our principal executive
officer/principal financial officers has concluded that our disclosure controls
and procedures were 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.
  12
 
 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 evaluation, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2008.  However, subsequent to such evaluation, it was brought to
the attention of Management that, although our internal control over financial
reporting is effective, our disclosure controls and procedures were not
effective as discussed above.
 
 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, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 Item 9b. Other
Information
 
 None
 
 PART
III
 
 
 Item 10. 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.
  13
 
 NAME
                    POSITION(S)
                    DATE ELECTED OR
      APPOINTEDClaudio
      Gianascio
                    President,
      Secretary,Treasurer,
      Director
                    09/01/99Alfredo
      M. Villa
                    Director
                    01/10/2000
 
 Business
Experience
 
 Since
2005 Mr. Gianascio has been the owner and director of Green Park Corporation
LLP, a London based financial advisory firm.  Formerly he was CEO and
Chairman of the Board of Givigest Fiduciaria S.A., a Swiss financial services
company he co-founded in 1990.  Until 2002 he was 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 of Zandano and Partners S.A.,
a Swiss financial consulting company.  Mr. Gianascio holds a Masters
Degree in Economics which he received from the University of Geneva, Switzerland
and was a 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..
 
 Presently,
Mr. Villa is an owner, officer and director of RCF Research, Consulting &
Forcasting SA, A swiss financial company based in Lugano, Switzerland and, since
2008, president and CEO of Moggle Inc. (OTC BB MMOG).  He is also a
board member and partner of Gabrielli & Associati in Milan, Italy, a
financial consulting company.  In 1990 he co-founded Givigest
Fiduciaria SA, a Swiss financial services company and in 1994 he co-founded SCF
SA, a financial consulting firm offering asset management services, which was
sold in 2001.  He is a ‘Chartered Technical Analyst’ (CTA) qualified
by US Market Technicians Association in New York,, as well as an authorized
Financial & Commercial Fiduciary in the Swiss Canton of
Ticino.  Mr. Villa graduated in Economics at University of Geneva,
Switzerland.  Mr. Villa’s career started at Banca della Svizzera
Italiana as currency option dealer, and then joined Soginvest Banca (CIAL Group)
Mr. Villa is also Chairman of “Fondazione Settembre Onlus” and VP of “Homes for
Hope” Charities.
 
 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.
  14
 
 Audit
Committee
 
 The
Company has no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not required to have an audit committee because it is not a listed security as
defined in Section 240.10A-3.
 
 Nominating
Committee
 
 We have
not established a Nominating Committee because, due to our development of
operations and the fact that we only have two directors and one executive
officer, we believe that we are able to effectively manage the issues normally
considered by a Nominating Committee.  If we do establish a Nominating
Committee, we will disclose this change to our procedures in recommending
nominees to our board of directors.
 
 Code of
Ethics
 
 The
Company has adopted a code of ethics that applies to the Company’s principal
executive officer, principal financial officer, principal accounting officer or
controller which was attached hereto as Exhibit 99.1 to the 2003 10KSB of the
Company.
 
 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 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.
  15
 
 The
following table sets forth as of December 31, 2008, 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  FiledNONE
 
 Item 11.
Executive Compensation.
 
 The
following table sets forth the aggregate compensation paid by the Company for
services rendered during the periods indicated
 
 SUMMARY
COMPENSATION TABLE
 Annual
      Compensation
                  
                  Awards
                  
                  Payouts(a)
                  (b)
                  (c)
                  (d)
                  (e)
                  
                  (f)
                  (g)
                  
                  (h)
                  (i)Name
      and
                  Year
      or
                  
                  
                  Other
                  
                  
                  Securities
                  
                  
                  AllPrincipal
                  Period
                  Salary
                  Bonus
                  Annual
                  
                  Restricted
                  Underlying
                  
                  LTIP
                  OtherPosition
                  Ended
                  ($)
                  ($)
                  Compen
                  
                  Stock
                  Options(#)
                  
                  Payouts
                  Compensat'nClaudioGianascio,
                  12/31/2008
                  0
                  0
                  0
                  
                  0
                  0
                  
                  0
                  0Pres,
      Sec,
                  12/31/2007
                  0
                  0
                  0
                  
                  0
                  0
                  
                  0
                  0Treas,
      Dir
                  12/31/2006
                  0
                  0
                  0
                  
                  0
                  0
                  
                  0
                  0
 
 **
Claudio Gianascio became an officer and director of the Company on September 1,
1999.
 
 Option/SAR Grants in Last
Fiscal Year
 Individual
Grants
 
 No.
      Of Sec.
              %
      of TotalUnderlying
              Options/SARsOptions/
              Granted
      to
              ExerciseSARs
              Employees
              or
      BaseGranted
              In
      Fiscal
              Price
              ExpirationName
              (#)
              Year
              ($/Sh)
              DateNONE
 
 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.
  16
 
 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 12. 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 4,269,950 shares of common stock
being outstanding on March 1, 2009, unless otherwise noted.
 
 Number
      of Shares
                                                    PercentageName and
      Address
                                                    Beneficially
      Owned
                                                    of Class
      (1)Claudio
      Gianascio
                                                    825,000
                                                    19.32%La
      Pleta de Sant PereEl
      Tartar, Canillo, AndorraCapital
      One International SA
                                                    350,000
                                                    8.19%Torre
      Banco GermanicoP.O.
      Box 850048Calle
      50 Y 55 Este, 8th
      FloorPanama,
      Republic of PanamaPrestige
      Underwriters NV
                                                    350,000
                                                    8.19%Middenstraat
      1A,P.O.
      Box 97Willemstad,
      CuracaoNetherland
      AntillesOTC
      Opportunities Limited
                                                    350,000
                                                    8.19%The
      Lake Building, First FloorP.O.
      Box 915Roadtown,
      BVI
 
 1.  Percentage
      is calculated upon the 4,269,950 shares
  outstanding.
 
 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:
  17
 
 Number
      of
                                
                                Percentage
      ofName and
      Address
                                Shares Beneficially
      Owned
                                
                                of Class(1)Claudio
      Gianascio
                                825,000
                                
                                19.32%La
      Pleta de Sant PereEl
      Tartar, Canillo, AndorraAlfredo
      M. Villa
                                125,000
                                
                                2.93%Chelsea
      Court No. 2262Triq
      1-1M6HAZEL, SwiequiMaltaAll
      directors andexecutive
      officers
                                950,000
                                
                                22.25%as
      a group (2 people)
 
 (1)
Percentage is calculated upon the 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.
 
 Item 13.
Certain Relationships and Related Transactions.
 
 Transactions with Management
and Others.
 
 None.  We
have no undisclosed related transactions.
 
 Resolving conflicts of
interest
 
 Our
directors must disclose all conflicts of interest and all corporate
opportunities to the entire board of directors.  Any transaction
involving a conflict of interest will be conducted on terms not less favorable
than that which could be obtained from an unrelated third party.
 
 Director
independence
 
 We do not have any independent
directors serving on our board of directors.
 
 Item 14. Principal
Accountant Fees and Services
 
 Audit
Fee
 
 The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of Oranco’s annual
financial statement and review of financial statements included in Oranco’s
10-QSB reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $4,070 for fiscal year
ended 2008 and $4,055 for fiscal year ended 2007.
  18
 
 Audit-Related
Fees
 
 The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of Oranco’s financial statements that are not
reported above were $ -0- for fiscal years ended 2008 and 2007.
 
 Tax Fees
 
 The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advise,
and tax planning were $150.00 for fiscal year ended 2008 and $150.00 for fiscal
year ended 2007.
 
 All Other
Fees
 
 The
aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported
above were $ -0- for fiscal years ended 2008 and 2007.
 
 We do not
have an audit committee currently serving and as a result our board of directors
performs the duties of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We
do not rely on pre-approval policies and procedures.
 
 Item
15. Exhibits
and Reports on Form 8-K.
 
 Reports on Form
8-K
 
 NONE
 
 Exhibits
 
 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
 
  19
 
 *** The
Exhibit attached to this Form 10-Q 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.
 
   20
  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:
      March 9, 2009
                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:
      March 9, 2009
                S/ Claudio
      GianascioClaudio
      GianascioPresident,
      Secretary,Treasurer
      and DirectorDate:
      March 9, 2009
                S/ Alfredo M
      VillaAlfredo
      M. VillaDirector
 
  21
  MADSEN &
      ASSOCIATES, CPA’s INC.
              684
      East Vine St, # 3Certified
      Public Accountants and Business Consultants
              Murray,
      Utah 84107Telephone
      801-268-2632Fax
      801-262-3978
 
 Board of
Directors
 Oranco,
Inc.
 Salt Lake
City, Utah
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We have
audited the accompanying balance sheets of Oranco, Inc.  ( development
stage company) at December 31, 2008and 2007 and the statement of
operations, stockholders' equity, and cash flows for the years ended December
31, 2008, and 2007 and the period June 16, 1977 (date of inception) to December
31, 2008.  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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
company is not required to have nor were we engaged to perform an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness for the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  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 financial statement presentation.  We believe
that our audit provides 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, 2008 and 2007 and the results of operations, and cash flows for the years
ended December 31, 2008 and 2007 and the period June 16, 1977 (date of
inception) to December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 
 
 February
      27, 2009Salt
      Lake City, Utah
                /s/
      Madsen & Associates, CPA’s
Inc.
 
  22
  ORANCO,  INC.
 (Development
Stage Company)
 BALANCE
SHEETS
 December
31, 2008 and 2007
  Dec
      31,
                                                
                                                
                                                Dec
      31,2008
                                                
                                                
                                                2007ASSETSCURRENT
      ASSETSCash
                                                
                                                $
                                                89,537
                                                
                                                
                                                $
                                                307,425Note
      receivable
                                                
                                                
                                                200,000
                                                
                                                
                                                
                                                -Total
      Current Assets
                                                
                                                $
                                                289,537
                                                
                                                
                                                $
                                                307,425LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                                
                                                $
                                                1,198
                                                
                                                
                                                $
                                                2,935Total
      Current Liabilities
                                                
                                                
                                                1,198
                                                
                                                
                                                
                                                2,935STOCKHOLDERS'
      EQUITYCommon
      stock100,000,000
      shares authorized, at $0.001 par value; 4,269,950 shares issued and
      outstanding
                                                
                                                
                                                4,270
                                                
                                                
                                                
                                                4,270Capital
      in excess of par value
                                                
                                                
                                                349,898
                                                
                                                
                                                
                                                349,898Deficit
      accumulated during the development stage
                                                
                                                
                                                (65,829
                                                )
                                                
                                                
                                                (49,678
                                                )Total
      Stockholders' Equity
                                                
                                                
                                                288,339
                                                
                                                
                                                
                                                304,490$
                                                289,537
                                                
                                                
                                                $
                                                307,425
 
 The
accompanying notes are an integral part of these financial
statements
 
 
 23
 
 ORANCO,  INC.
 (
Development Stage Company)
 STATEMENT
OF OPERATIONS
 For
the Years  Ended December 31, 2008,  and 2007 and
the
 Period
June 16, 1977 (Date of Inception) to December 31, 2008
 
 2008
                                
                                
                                2007
                                
                                
                                Dec 31, 2008REVENUES
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -EXPENSESAdministrative
                                
                                
                                24,981
                                
                                
                                
                                27,346
                                
                                
                                
                                215,545Valuation
      adjustment- available-for-sale securities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                30,40124,,981
                                
                                
                                
                                27,346
                                
                                
                                
                                245,946NET
      LOSS FROM OPERATIONS
                                
                                
                                (24,981
                                )
                                
                                
                                (27,346
                                )
                                
                                
                                (245,946
                                )Interest
      and contract income
                                
                                
                                8,830
                                
                                
                                
                                7,462
                                
                                
                                
                                180,117NET
      LOSS
                                
                                $
                                (16,151
                                )
                                
                                $
                                (19,884
                                )
                                
                                $
                                (65,829
                                )NET
      LOSS PER COMMON SHAREBasic
      and diluted
                                
                                $
                                -
                                
                                
                                $
                                -AVERAGE  OUTSTANDING
      SHARESBasic
                                
                                
                                4,269,950
                                
                                
                                
                                4,269,950
 
 The
accompanying notes are an integral part of these financial
statements
   24
  ORANCO,  INC.
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
 Period  June
16, 1977 (date of inception) to December 31, 2008
 
 
 Capital
    inCommon Stock
                                                                                    
                                                                                    
                                                                                    Excess
      of
                                                                                    
                                                                                    
                                                                                    AccumulatedShares
                                                                                    
                                                                                    
                                                                                    Amount
                                                                                    
                                                                                    
                                                                                    Par Value
                                                                                    
                                                                                    
                                                                                    DeficitBalance 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 $.025December
      12, 1983
                                                                                    
                                                                                    
                                                                                    40,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    40
                                                                                    
                                                                                    
                                                                                    
                                                                                    960
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Net
      operating loss for the year endedDecember  31,
      1983
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (20,168
                                                                                    )Issuance
      of common stock for cash at $.019June
      6, 1984
                                                                                    
                                                                                    
                                                                                    40,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    40
                                                                                    
                                                                                    
                                                                                    
                                                                                    710
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Net
      operating loss for the year endedDecember
      31, 1984
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (750
                                                                                    )Issuance
      of common stock for cash at $.019January  15,  1985
                                                                                    
                                                                                    
                                                                                    40,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    40
                                                                                    
                                                                                    
                                                                                    
                                                                                    710
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Net
      operating loss for the year endedDecember  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 endedDecember  31,  1997
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (2,290
                                                                                    )Net
      operating loss for the year  endedDecember
      31, 1998
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (7,710
                                                                                    )Issuance
      of common stock for cashat
      $.05 - November 12, 1999
                                                                                    
                                                                                    
                                                                                    700,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    700
                                                                                    
                                                                                    
                                                                                    
                                                                                    34,300
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Net
      operating loss for the yearended
      December 31, 1999
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (7,671
                                                                                    )Issuance
      of common stock for cashat
      $.10 - June and July 2000
                                                                                    
                                                                                    
                                                                                    2,500,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,500
                                                                                    
                                                                                    
                                                                                    
                                                                                    247,500
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Issuance
      of common stock for cashat
      $.10 - July 5, 2000
                                                                                    
                                                                                    
                                                                                    125,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    125
                                                                                    
                                                                                    
                                                                                    
                                                                                    12,375
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Net
      operating loss for the yearended
      December 31, 2000
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    (7,497
                                                                                    )Net
      operating profit for the yearended
      December 31, 2001
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,247Net
      operating profit for the yearended
      December 31, 2002
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    3,910
  25
 
 ORANCO,  INC.
 STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY -continued
 Period  June
16, 1977 (date of inception) to December 31, 2008
 
 Capital
    inCommon Stock
                                                        
                                                        
                                                        Excess
      of
                                                        
                                                        
                                                        AccumulatedShares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Par Value
                                                        
                                                        
                                                        DeficitNet
      operating loss for the yearended
      December 31, 2003
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (15,238
                                                        )Net
      operating loss for the yearended
      December 31, 2004
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (7,927
                                                        )Issuance
      of common stock for cashat
      $.10 - March 2005
                                                        
                                                        
                                                        250,000
                                                        
                                                        
                                                        
                                                        250
                                                        
                                                        
                                                        
                                                        24,750
                                                        
                                                        
                                                        
                                                        -Net
      operating profit for the yearended
      December 31, 2005
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        33,398Net
      operating loss for the yearended
      December 31, 2006
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (8,348
                                                        )Net
      operating loss for the yearended
      December 31, 2007
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (19,884
                                                        )Balance
      December 31,  2007
                                                        
                                                        
                                                        4,269,950
                                                        
                                                        
                                                        
                                                        4,270
                                                        
                                                        
                                                        
                                                        349,898
                                                        
                                                        
                                                        
                                                        (49,678
                                                        )Net
      operating loss for the yearended
      December 31, 2008
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (16,151
                                                        )Balance
      December 31, 2008
                                                        
                                                        
                                                        4,269,950
                                                        
                                                        
                                                        $
                                                        4,270
                                                        
                                                        
                                                        $
                                                        349,898
                                                        
                                                        
                                                        $
                                                        (65,829
                                                        )
  The
accompanying notes are an integral part of these financial
statements
 
 
 26
 
 ORANCO,
INC.
 (Development
Stage Company)
 STATEMENT
OF CASH FLOWS
 For
the Years Ended December 31, 2008, and 2007 and the
 Period
June 16, 1977 (Date  of  Inception) to December 31,
2008
 
 Jun
      16, 1977Dec
      31,
                          
                          
                          Dec
      31,
                          
                          
                          to
      Dec 31,2008
                          
                          
                          2007
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      profit (loss)
                          
                          $
                          (16,151
                          )
                          
                          $
                          (19,884
                          )
                          
                          $
                          (65,829
                          )Adjustments
      to reconcile net loss to net cash provided by operating
      activitiesChanges
      in accounts payable
                          
                          
                          (1,737
                          )
                          
                          
                          (1,382
                          )
                          
                          
                          1,198Net
      Change in Cash from Operations
                          
                          
                          (17,888
                          )
                          
                          
                          (21,266
                          )
                          
                          
                          (64,631
                          )CASH
      FLOWS FROM INVESTINGACTIVITIESChanges
      note receivable
                          
                          
                          (200,000
                          )
                          
                          
                          -
                          
                          
                          
                          (200,000
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          354,168Net
      Change in Cash
                          
                          
                          (217,888
                          )
                          
                          
                          (21,266
                          )
                          
                          
                          89,537Cash
      at Beginning of Period
                          
                          
                          307,425
                          
                          
                          
                          328,691
                          
                          
                          
                          -Cash
      at End of Period
                          
                          
                          89,537
                          
                          
                          $
                          307,425
                          
                          
                          $
                          89,537
 
 The
accompanying notes are an integral part of these financial
statements
 
 
 27
 
 ORANCO,  INC.
 (
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 December
31, 2008
  
 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
$.25.  On June 10, 1997 the authorized common stock was increased to
100,000,000 shares with a par value of $.001.
 
 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
 
 The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to
reverse.  An allowance against deferred tax assets is recorded, when
it is more likely than not, that such tax benefits will not be
realized.
 
 On
December 31, 2008 the Company had a net operating loss available for
carryforward of $65,829.  The tax benefit of approximately $20,000
from the carryforward has been fully offset by a valuation reserve because the
use of the future tax benefit is doubtful since the Company has not started full
operations.  The net operating loss will expire starting in 2018
through 2029.
 
 Financial and Concentrations
Risk
 
 The
Company does not have any concentration or related financial credit risk except
that the Company maintains cash  in banks
over  the  insured amounts of $100,000, however they are
considered to be in banks of high  quality.
 
 28
 
 ORANCO,  INC.
 (
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (Continued)
 December
31, 2008
 
 
 2.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(continued)
 
 Basic and Diluted Net Income
(Loss) Per Share
 
 Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the  exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
 
 Statement of Cash
Flows
 
 For the
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.
 
 Revenue
Recognition
 
 Revenue
will be recognized on the sale and delivery of a product or the completion of a
service provided.
 
 Advertising and Market
Development
 
 The
company will expense advertising and market development costs as
incurred.
 
 Estimates and
Assumptions
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with  accounting principles  generally accepted in the
United States of America.  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.
 
 Financial
Instruments
 
 The
carrying amounts of financial instruments  are considered by
management to be their estimated fair values due to their short term
maturities.
 
 29
 
 ORANCO,  INC.
 (
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (Continued)
 December
31, 2008
 
 
 
 
 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.  NOTE
RECEIVABLE
 
 On July
29, 2008 the Company made advances for a note receivable for $200,000 which is
due December 31, 2008 ( extended to June 30, 2009) with  interest of
4.75% per annum.  Any overdue amount will be payable with interest of
12% per annum.  Accrued interest has been received through December
31, 2008.
 
 4.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
 Officers-directors
have acquired 22% of the outstanding common stock.
 
 30