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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-KSB
                                  AMENDMENT # 2

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

                   For the fiscal year ended December 31, 2005

[ ]  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) 939-4728

                                   -----------
          (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1) Yes [X]  No [ ]    (2) Yes [X]  No [ ]

     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


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information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act)

     Yes [X] No [ ]

     State  Issuer's  revenues  for its most recent  fiscal  year.  December 31,
2005-$90,178

     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  20,  2005,  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 20, 2006
                                    4,269,950

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g.,  part I, part II,  etc.) into which the  document  is
incorporated:  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None

















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     This amendment is being filed to provide for an amended Exhibit 31.1 to the
Annual  report on Form 10KSB for the year ended  December 31, 2005 that conforms
exactly with Item 601 of Regulation S-B



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

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

NONE

Exhibits
--------

Exhibit
Number        Description*
-------       ------------

 3.1 *        Initial Articles of Incorporation,


 3.2 *        Articles of Amendment to the
              Articles of Incorporation,

 3.3 *        By-Laws

10.1 **       2000 non-Qualified Key Man Stock Option Plan

10.2 **       Form of Option Certificate delivered in connection
              with the grant of individual options.

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

32.1          Certification   by  the  Chief  Executive   Officer/Acting   Chief
              Financial   Officer  Relating  to  a  Periodic  Report  Containing
              Financial Statements.***

99.1****      Code of Ethics

*** The Exhibit  attached to this Form 10-KSB  Amendment # 2 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.





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                                   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: 8/4/2006                              By S/ Claudio Gianascio
                                               ------------------------------
                                            Claudio Gianascio
                                            President, Secretary, Treasurer
                                            and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:

                                ORANCO, INC.

Date: 8/4/2006                  S/ Claudio Gianascio
                                --------------------------------------------
                                   Claudio Gianascio
                                   President, Secretary,
                                   Treasurer and Director



Date: 8/4/2006                  S/ Alfredo Villa
                                --------------------------------------------
                                   Alfredo M. Villa
                                   Director






















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