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, 2009





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





For the transition period from _______ to________





Commission File
No.  0-28181








ORANCO, INC.


(Name of
Small Business Issuer in its Charter)





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





1981 East
4800 South, Suite 110


Salt Lake City, Utah 84117


(Address
of Principal Executive Offices)




Issuer's
Telephone Number: (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 [ ]





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 [ ]


1





Indicate
by checkmark 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 1.ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      1A.
            RISK
      FACTORS
            8ITEM
      2.
            DESCRIPTION
      OF PROPERTIES
            11ITEM
      3.
            LEGAL
      PROCEEDINGS
            11ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITY HOLDERS
            11PART IIITEM
      5.
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS ISSUER PURCHASES OF EQUITY
      SECURITY
            11ITEM
      6.
            SELECTED
      FINANCIAL DATA
            12ITEM
      7.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            13ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            14ITEM
      8.
            FINANCIAL
      STATEMENTS
            14ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            14ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES
            14ITEM
      9B.
            OTHER
      INFORMATION
            15PART IIIITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            15ITEM
      11.
            EXECUTIVE
      COMPENSATION
            17ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
            18ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
            19ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            19ITEM
      15.
            EXHIBITS
            20


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.





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 the
time periods provided for.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.





Management
intends to consider a number of factors prior to making any decision as to
whether to participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success.  These may include,
but will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.


5





Regardless,
the results of operations of any specific entity may not necessarily be
indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that
is in a research and development mode, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the abilities of
its management or its business objectives.  Also, a firm market for
its products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.





Management
will attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a reasonably
thorough review of any particular business opportunity; however, due to time
constraints of management, these activities may be limited.





The
Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it through
personal contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals.  In certain cases, the Company may agree to pay a finder's
fee or to otherwise compensate the persons who submit a potential business
endeavor in which the Company eventually participates.  Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.





Although
the Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in which
the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest.  Current Company policy
does not prohibit such transactions.  Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.





Further,
substantial fees are often paid in connection with the completion of these types
of acquisitions, reorganizations or mergers, ranging from a small amount to as
much as $250,000.  These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the
event that such fees are paid, they may become a factor in negotiations
regarding any potential acquisition by the Company and, accordingly, may present
a conflict of interest for such individuals.


6





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.





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





None; not applicable.





Dependence on One or a Few
Major Customers.





None; not applicable.





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





None; not applicable.





Need for any Governmental
Approval of Principal Products or Services.





Because
the Company currently produces no products or services, it is not presently
subject to any governmental regulation in this regard.  However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.


7





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 1A.  Risk
Factors





The
Company’s business is subject to numerous risk factors, including the
following.





The Company has had very limited
operating history and no revenues or earnings from
operations.The Company has no significant assets or financial
resources.  The Company will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination.  This may result in the Company incurring a net
operating loss which will increase continuously until the Company can consummate
a business combination with a target company.  There is no assurance
that the Company can identify such a target company and consummate such a
business combination.





Our proposed business plan is
speculative in nature.The success of the Company’s proposed
plan of operation will depend to a great extent on the operations, financial
condition and management of the identified target company.  While
management will prefer business combinations with entities having established
operating histories, there can be no assurance that the Company will be
successful in locating candidates meeting such criteria.  In the event
the Company completes a business combination, of which there can be no
assurance, the success of the Company’s operations will be dependent upon
management of the target company and numerous other factors beyond the Company’s
control.





The Company is and will continue to
be an insignificant participant in the business of seeking mergers with and
acquisitions of business entities.A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination.  Moreover, the Company
will also compete with numerous other small public companies in seeking merger
or acquisition candidates.





The Company has no current
arrangement, agreement or understanding with respect to engaging in a merger
with or acquisition of a specific business entity.There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination.  Management has not identified any particular industry or
specific business within an industry for evaluation by the
Company.  There is


no
assurance that the Company will be able to negotiate a business combination on
terms favorable to the Company.  The Company has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target company to have
achieved, or without which the Company would not consider a business combination
with such business entity.  Accordingly, the Company may enter into a
business combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings, limited assets,
negative net worth or other negative characteristics.


8





Our management has limited time to
devote to our business.While seeking a business combination,
management anticipates devoting only a limited amount of time per month to the
business of the Company.  The Company’s sole officer has not entered
into a written employment agreement with the Company and he is not expected to
do so in the foreseeable future.  The Company has not obtained key man
life insurance on its officer and director.  Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of this individual would adversely affect development of the Company’s
business and its likelihood of continuing operations.





The Company’s officer and director
participates in other business ventures which may compete directly with the
Company.Additional conflicts of interest and non-arms length
transactions may also arise in the future.  Management has adopted a
policy that the Company will not seek a merger with, or acquisition of, any
entity in which any member of management serves as an officer, director or
partner, or in which they or their family members own or hold any ownership
interest.





Reporting requirements may delay or
preclude an acquisition.Section 13 of the Securities Exchange
Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide
certain information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on the
relative size of the acquisition.  The time and additional costs that
may be incurred by some target companies to prepare such financial statements
may significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company.  Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.





The Company has neither conducted,
nor have others made available to it, market research indicating that demand
exists for the transactions contemplated by the Company.Even
in the event demand exists for a merger or acquisition of the type contemplated
by the Company, there is no assurance the Company will be successful in
completing any such business combination.





The Company’s proposed operations,
even if successful, will in all likelihood result in the Company engaging in a
business combination with only one business
entity.Consequently, the Company’s activities will be limited
to those engaged in by the business entity which the Company merges with or
acquires.  The Company’s inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company’s operations.





Potential for being classified an
Investment Company.Although the Company will be subject to
regulation under the Exchange Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities.  In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940.  In such event, the Company would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs.  The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently, any
violation of such Act could subject the Company to material adverse
consequences.


9





A business combination involving the
issuance of the Company’s common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company.Any such business combination may require
shareholders of the Company to sell or transfer all or a portion of the
Company’s common stock held by them.  The resulting change in control
of the Company will likely result in removal of the present officer and director
of the Company and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.  Currently, there
are no pending acquisitions, business combinations or mergers.





The Company’s primary plan of
operation is based upon a business combination with a business entity which, in
all likelihood, will result in the Company issuing securities to shareholders of
such business entity.The issuance of previously authorized
and unissued common stock of the Company would result in reduction in percentage
of shares owned by the present shareholders of the Company and would most likely
result in a change in control or management of the Company.





Federal and state tax consequences
will, in all likelihood, be major considerations in any business combination the
Company may undertake.Currently, such transactions may be
structured so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions.  The Company intends to
structure any business combination so as to minimize the federal and state tax
consequences to both the Company and the target company; however, there can be
no assurance that such business combination will meet the statutory requirements
of a tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets.  A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the
transaction.





Management of the Company will
request that any potential business opportunity provide audited financial
statements.One or more attractive business opportunities may
choose to forego the possibility of a business combination with the Company
rather than incur the expenses associated with preparing audited financial
statements.  In such case, the Company may choose to obtain certain
assurances as to the target company’s assets, liabilities, revenues and expenses
prior to consummating a business combination, with further assurances that
audited financial statements would be provided after closing of such a
transaction.  Closing documents relative thereto may include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.





Our stock is subject to the Penny
Stock rules, which impose significant restrictions on the Broker-Dealers and may
affect the resale of our stock.  Our stock is subject to
PennyStock trading
rules, and investors will experience resale restrictions and a lack of
liquidity.  A penny stock is generally a stock that:





·
            is
      not listed on a national securities exchange or
  Nasdaq;





·
            is
      listed in “pink sheets” or on the NASD OTC Bulletin
  Board;





·
            has
      a price per share of less than $5.00;
and





·
            is
      issued by a company with net tangible assets less than $5
      million.





The penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including:





·
            determination
      of the purchaser’s investment
suitability;





·
            delivery
      of certain information and disclosures to the purchaser;
    and





·
            receipt
      of a specific purchase agreement from the purchaser prior to effecting the
      purchase transaction.


10





Due to
the Penny Stock rules, many broker-dealers will not effect transactions in penny
stocks except on an unsolicited basis.  When our common stock becomes
subject to the penny stock trading rules,





·
            such
      rules may materially limit or restrict the ability to resell our common
      stock, and





·
            the
      liquidity typically associated with other publicly traded equity
      securities may not exist.





It is possible that a liquid market
for our stock will never develop and you will not be able to sell your
stock.There is no assurance a market will be made in our
stock.  If no market exists, you will not be able to sell your shares
publicly, making your investment of little or no value.





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.





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.


11





The
Commission generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain
exceptions.  Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is: registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission.  If the Company's shares are deemed to
be a penny stock, trading in the shares will be subject to additional sales
practice requirements on broker- dealers who sell penny stocks to persons other
than established customers and accredited investors, generally persons with
assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse.





For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the first transaction,
of a risk disclosure document relating to the penny stock market.  A
broker- dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities.  Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks.  Consequently,
these rules may restrict the ability of broker-dealers to trade and/or maintain
a market in the Company's Common stock and may affect the ability of
shareholders to sell their shares.





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


12





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 its efforts outside the
United States both because management is located in Europe and because
management believes that the Company can locate superior acquisition
opportunities outside the United States.  Management anticipates that
to achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for such acquisition.





During
the next 12 months, the Company's only foreseeable cash requirements will relate
to maintaining the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
the Company expects to pay from its cash resources.  As of December
31, 2009, it had $88,719 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, 2009
compared to year ended December 31, 2008





Revenues,
Including Interest, for the year ended December 31, 2009 were $10,880 compared
to $8,830 for the year ended December 31, 2008, a 12.5% increase, which is
primarily attributable to increased interest income.





Expenses
for the year ended December 31, 2009 were $10,880 compared to $24,981 for the
year ended December 31, 2008.  This represents a decrease of $14,101
or 56.4% and is attributable to a decrease in travel and exploratory
costs.





Net loss
for the year ended December 31, 2009 was $814 compared to a net loss of $16,151
for the year ended December 31, 2008.  This loss represents an
decrease of $15,337 or 95%.  This reduction in 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.




During
the fiscal years ended December 31, 2009 the Company has been able to pay its
expenses and costs through it cash on hand.  As of December 31, 2009
had $88,719 in cash or cash equivalents compared to $89,537 at December 31,
2008, in addition to a short term note receivable in the principal amount of
$200,000.


13





Item
7a.  Quantitative and qualitative disclosures about market
risk.





Since we
have no assets and do not have any investments in eligible portfolio companies
there is no quantitative information, as of the end of December 31, 2009, about
market risk that has any impact on our present business.  Once we
begin making investments in eligible portfolio companies there will be market
risk sensitive instruments and we will disclose the applicable market risk
information at that time.





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, 2009.  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.


14





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, 2009.





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, 2009 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.




NAME
            POSITION(S)
            DATE ELECTED OR
APPOINTEDClaudio
      Gianascio
            President,
      Secretary,Treasurer,
      Director
            09/01/99Alfredo
      M.  Villa
            Director
            01/10/2000




15





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 a non-executive director of Brainspark Plc, an AIM listed investment
company.  Mr.  Villa's current
activities are based mainly in Italy where he is a board member and partner of
Gabrielli & Associati , a financial consulting company in Milan, and a board
member and a shareholder of Mediapolis S.p.A a real estate company established
to develop the largest amusement park in Italy.  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 VP of “Homes for Hope”
Charity.





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.





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.


16





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.





The
following table sets forth as of December 31, 2009, 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.




No
current or prior officer or director has received any remuneration or
compensation from the Company in the past three years, nor has any member of the
Company’s management been granted any option or stock appreciation
right.  Accordingly, no tables relating to such items have been
included within this Item.  None of our employees is subject to a
written employment agreement nor has any officer received a cash salary since
our founding.  The Company has no agreement or understanding, express
or implied, with any director, officer or principal stockholder, or their
affiliates or associates, regarding compensation in the form of salary, bonuses,
stocks, options, warrants or any other form of remuneration, for services
performed on behalf of the Company.  Nor are there compensatory plans
or arrangements, including payments to any officer in relation to resignation,
retirement, or other termination of employment, or any change in control of the
Company, or a change in the officer’s responsibilities following a change in
control of the Company.


17




Compensation
of Directors





There are
no agreements to compensate any of the directors for their
services.





Our
officers and directors are reimbursed for expenses incurred on our
behalf.  Our officers and directors will not receive any finder’s fee
as a result of their efforts to implement the business plan outlined
herein.  However, our officers and directors anticipate receivingbenefits
as beneficial shareholders of our common stock.





We have
not adopted any retirement, pension, profit sharing, stock option or insurance
programs or other similar programs for the benefit of our
employees.





Termination
of Employment and Change of Control Arrangement





There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any former employees, officers or directors which
would in any way result in payments to any such person because of his or her
resignation, retirement or other termination of such person’s employment with
the Company or its subsidiaries, or 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,
      BVI1.  Percentage
      is calculated upon the 4,269,950 shares
  outstanding.




18


Security Ownership of
Management.





The
following table sets forth the shareholdings of the Company's directors and
executive officers as of the date of this Report:





Number
      of Shares
            PercentageName and Address
            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 $5,000 for fiscal year
ended 2009 and $4,070 for fiscal year ended 2008.


19





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 2009 and 2008.





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 2009 and $150.00 for fiscal
year ended 2008.





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 2009 and 2008.





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











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




*** The
Exhibit attached to this Form 10-K 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 15, 2010
            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 15, 2010
            S/ Claudio GianascioClaudio
      GianascioPresident,
      Secretary,Treasurer
      and DirectorDate:
      March 15, 2010
            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, 2009and
2008 and the statement of operations, stockholders' equity, and cash flows for
the years ended December 31, 2009, and 2008 and the period June 16, 1977 (date
of inception) to December 31, 2009.  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, 2009 and 2008 and the results of operations, and cash flows for the years
ended December 31, 2009 and 2008 and the period June 16, 1977 (date of
inception) to December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.







March
10,  2010


Salt
      Lake City, Utah
            /s/
      Madsen & Associates, CPA’s Inc.




22





ORANCO,  INC.


(
Development Stage Company)


BALANCE
SHEETS


December
31, 2009 and 2008




Dec
      31,
            
            
            Dec
      31,2009
            
            
            2008ASSETSCURRENT
      ASSETSCash
            
            $
            88,719
            
            
            $
            89,537Note
      receivable
            
            
            200,000
            
            
            
            200,000Total
      Current Assets
            
            $
            288,719
            
            
            $
            289,537LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
            
            $
            1,194
            
            
            $
            1,198Total
      Current Liabilities
            
            
            1,194
            
            
            
            1,198STOCKHOLDERS'
      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
            
            
            (66,643
            )
            
            
            (65,829
            )Total
      Stockholders' Equity
            
            
            287,525
            
            
            
            288,339$
            288,719
            
            
            $
            289,537








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, 2009,  and 2008 and
the


Period
June 16, 1977 (Date of Inception) to December 31, 2009





Dec
      31,
            
            
            Dec
      31,
            
            
            Jun
      16, 1977 to2009
            
            
            2008
            
            
            Dec 31, 2009REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -EXPENSESAdministrative
            
            
            10,880
            
            
            
            24,981
            
            
            
            226,425Valuation
      adjustment- available-for-sale securities
            
            
            -
            
            
            
            -
            
            
            
            30,40110,880
            
            
            
            24,981
            
            
            
            256,826NET
      LOSS FROM OPERATIONS
            
            
            (10,880
            )
            
            
            (24,981
            )
            
            
            (256,826
            )Interest
      and contract income
            
            
            10,066
            
            
            
            8,830
            
            
            
            190,183NET  LOSS
            
            $
            (814
            )
            
            $
            (16,151
            )
            
            $
            (66,643
            )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, 2009





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, 200
            
            
            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





The
accompanying notes are an integral part of these financial
statements


25





ORANCO,
INC.


STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY -continued


Period  June
16, 1977 (date of inception) to December 31, 2009





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
            )Net
      operating loss for the yearended
      December 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (814
            )Balance
      December 31, 2009
            
            
            4,269,950
            
            
            $
            4,270
            
            
            $
            349,898
            
            
            $
            (66,643
            )







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, 2009, and 2008 and the


Period
June 16, 1977 (Date  of  Inception) to December 31,
2009




Jun
      16, 1977Dec
      31,
            
            
            Dec
      31,
            
            
            to
      Dec 31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      profit (loss)
            
            $
            (814
            )
            
            $
            (16,151
            )
            
            $
            (66,643
            )Adjustments
      to reconcile net loss to net cash provided by operating
      activitiesChanges
      in accounts payable
            
            
            (4
            )
            
            
            (1,737
            )
            
            
            1,194Net
      Change in Cash  from Operations
            
            
            (818
            )
            
            
            (17,888
            )
            
            
            (65,449
            )CASH FLOWS FROM INVESTING
      ACTIVITIESChanges
      note receivable
            
            
            -
            
            
            
            (200,000
            )
            
            
            (200,000
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            354,168Net
      Change in Cash
            
            
            (818
            )
            
            
            (217,888
            )
            
            
            88,719Cash
      at Beginning of Period
            
            
            89,537
            
            
            
            307,425
            
            
            
            -Cash
      at End of Period
            
            $
            88,719
            
            
            $
            89,537
            
            
            $
            88,719







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


27


ORANCO,  INC.


(Development
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009








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, 2009 the Company  had a net operating loss available for
carryforward of $ 66,643.  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 2030.





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, 2009







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.





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.


29


ORANCO,  INC.


(Development
Stage Company)


NOTES
TO FINANCIAL STATEMENTS (Continued)


December
31, 2009







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, 2010) 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,
2009.





4.   SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES





Officers-directors
have acquired 22% of the outstanding common stock.





5.  SUBSEQUENT  EVENTS





The
Company reviewed any subsequent events from the balance sheet date to March 13,
2010 and found no material event to report.














30