UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment #1





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



For the fiscal year ended February 29, 2012



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



For the transition period from ___________ to ___________



Commission file number 333-173476





BENACO, INC.

(Exact name of registrant as specified in its charter)



|                                                                      |                                                             |                                               
|--------------------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------
|Nevada
(State or Other Jurisdiction of
Incorporation or Organization) | 5023
Primary Standard Industrial
Classification Code Number | 99-0363913
IRS Employer 
Identification Number





K Červenemu Vrchu 845/2b, Apt. 223

Prague 6, Czech Republic 160 00

Tel. 011-420-77777-2181

Fax. 011- 420-22720-4500

(Address and telephone number of principal executive offices)

____________________________





Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]



Indicate by check mark if the  registrant  is not  required  to file  reports  pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant'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. Yes [ ] No [X]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):



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 Act) Yes [X] No []

August 30, 2012, the registrant had 4,740,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of August 30, 2012.



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TABLE OF CONTENTS





|            |                                                                                                |   
|----------- | ---------------------------------------------------------------------------------------------- | --
|            | PART 1                                                                                         |   
|ITEM 1      | Description of Business                                                                        | 4 
|ITEM 1A     | Risk Factors                                                                                   | 4 
|ITEM 2      | Description of Property                                                                        | 4 
|ITEM 3      | Legal Proceedings                                                                              | 4 
|ITEM 4      | Submission of Matters to a Vote of Security Holders                                            | 4 
|            | PART II                                                                                        |   
|ITEM  5     | Market for Common Equity and Related Stockholder Matters                                       | 5 
|ITEM  6     | Selected Financial Data                                                                        | 5 
|ITEM  7     | Management's Discussion and Analysis of Financial Condition and Results of Operations          | 5 
|ITEM 7A     | Quantitative and Qualitative Disclosures about Market Risk                                     | 5 
|ITEM 8      | Financial Statements and Supplementary Data                                                    | 5 
|ITEM 9      | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure           | 17
|ITEM 9A (T) | Controls and Procedures                                                                        | 17
|            | PART III                                                                                       |   
|ITEM 10     | Directors, Executive Officers, Promoters and Control Persons of the Company                    | 18
|ITEM 11     | Executive Compensation                                                                         | 19
|ITEM 12     | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19
|ITEM 13     | Certain Relationships and Related Transactions                                                 | 19
|ITEM 14     | Principal Accountant Fees and Services                                                         | 19
|            | PART IV                                                                                        |   
|ITEM 15     | Exhibits                                                                                       | 20





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PART I



ITEM 1. DESCRIPTION OF BUSINESS



FORWARD-LOOKING STATEMENTS



This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



GENERAL

Our business is the distribution of Bohemian crystal chandeliers produced in Czech Republic. We will distribute our chandeliers in the North American market to both retail and wholesale customers. We plan to accept retail orders on-line only. Orders made by our wholesale customers will be also accepted by email, phone and fax. We do not intend to store inventory for any period of time. The orders will be shipped to the customers depending on customers requests.  Customers will be responsible for the custom duties, taxes or any other additional charges that might incur. All shipments will be 100% insured for the value of the shipping, insurance cost will be customers responsibility.



To avoid potential issues associated with non-familiarity of Czech Republic chandelier market and language barrier, time difference, and finally time and effort involved in finding reliable Bohemian crystal chandelier suppliers, we expect North American customers to purchase chandeliers from us rather than directly from chandelier distributers in Czech Republic.

Bohemia crystal is a decorative glass produced in regions of Bohemia and Silesia, now in the current state of the Czech Republic, since the 13th century.



ITEM 1A.  RISK FACTORS



Not applicable to smaller reporting companies.





ITEM 2.  DESCRIPTION OF PROPERTY



We do not own any real estate or other properties.



ITEM 3.  LEGAL PROCEEDINGS



We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.





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PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



There is a limited public market for our common shares.  Our common shares are quoted on the OTC Bulletin Board under the symbol BECO.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a companys operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.



OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of February 29, 2012, no shares of our common stock have traded.



Number of Holders



As of February 29, 2012, the 4,740,000 issued and outstanding shares of common stock were held by a total of 27 shareholders of record.



Dividends



No cash dividends were paid on our shares of common stock during the fiscal years ended February 29, 2012.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.





Recent Sales of Unregistered Securities



None.



Purchase of our Equity Securities by Officers and Directors



None.



Other Stockholder Matters



None.





ITEM 6. SELECTED FINANCIAL DATA



Not applicable.



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





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RESULTS OF OPERATIONS



We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.



We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.



FISCAL YEAR ENDED FEBRUARY 29, 2012 COMPARED TO FISCAL YEAR ENDED FEBRUARY 28, 2011.



Our net loss for the fiscal year ended February 29, 2012 was $23,202 compared to a net loss of $499  for the period from Inception (November 18, 2010) to February 28, 2011. During fiscal year ended February 29, 2012, the Company did not generate any revenue.



During the fiscal year ended February 29, 2012, we incurred general and administrative expenses of $23,202compared to $499 incurred during the period from Inception (November 18, 2010) to February 28, 2011.  These expenses incurred during the fiscal year ended February 29, 2012 consisted of: bank charges of $682 (2011:  $0); professional fees of $8,750 (2011: $-0-); and miscellaneous charges of $13,870 (2011: $499).



Expenses incurred  during  fiscal year ended February 29, 2012  compared to fiscal year ended February 28, 2011  increased primarily due to the  increased  scale and scope  of  business  operations.  General and administrative expenses generally include  corporate overhead,  financial and  administrative  contracted services,  marketing,  and consulting costs.



The weighted average  number of shares  outstanding  was  4,285,082 for the fiscal year ended February 29, 2012 compared to 38,835 for the fiscal year ended February 28, 2011.



LIQUIDITY AND CAPITAL RESOURCES



FISCAL YEAR ENDED FEBRUARY 29, 2012



As of February 29, 2012, our current assets were $6,187 and our total liabilities were $3,688. As of February 29, 2012, current assets were comprised of $28  in cash and  $6,159  in prepaid expenses. As of February 29, 2012, total liabilities were comprised of $3,688  in loans from Director.



As of February 29, 2012, our total assets were $6,187 comprised entirely of current assets.  Stockholders equity decreased from $3,501 as of February 28, 2011 to $2,499 as of February 29, 2012.



CASH FLOWS FROM OPERATING ACTIVITIES



We have not generated positive cash flows from operating activities. For the fiscal year ended February 29, 2012, net cash flows used in operating activities was $29,361 consisting of a net loss of $23,202 and increase in prepaid expenses of $6,159. Net cash flows used in operating activities was $29,860 for the period from inception (November 18, 2010) to February 29, 2012.



CASH FLOWS FROM FINANCING ACTIVITIES



We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended February 29, 2012 net cash provided by financing activities was $25,389, received from proceeds from issuance of common stock and loan from Director.  For the period from inception (November 18, 2010) to February 29, 2012, net cash provided by financing activities was $29,888 received from proceeds from issuance of common stock and loan from Director.



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PLAN OF OPERATION AND FUNDING



We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.



Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.



MATERIAL COMMITMENTS



As of the date of this Annual Report, we do not have any material commitments.



PURCHASE OF SIGNIFICANT EQUIPMENT



We do not intend to purchase any significant equipment during the next twelve months.



OFF-BALANCE SHEET ARRANGEMENTS



As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



GOING CONCERN



The independent auditors' report accompanying our February 29, 2012 and February 28, 2011 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not applicable to smaller reporting companies.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA











INDEX TO FINANCIAL STATEMENTS

(A DEVELOPMENT STAGE COMPANY)







Report of Independent Registered Public Accounting Firm



Balance Sheets as of February 29, 2012 and February 28, 2011



Statements of Operations for the year ended February 29, 2012; and the periods from inception (November 18, 2010)

to February 28, 2011 and February 29, 2012



Statement of Stockholders Equity from inception (November 18, 2010) to February 29, 2012





Statements of Cash Flows for the year ended February 29, 2012; and the periods from inception (November 18, 2010)

to February 28, 2011 and February 29, 2012



Notes to the Financial Statements



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RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors

Benaco, Inc.

Henderson, Nevada



I have audited the accompanying balance sheet of Benaco, Inc. (a development stage company) as of February 29, 2012 and February 28, 2011, and the related statements of operations, stockholders' equity and cash flows for the year ended February 29, 2012, the period from November 18, 2010 (inception) through February 28, 2011, and for the period from November 18, 2010 (inception) through February 29, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.



I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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.  I believe that my audit provides a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Benaco, Inc. as of February 29, 2012 and February 28, 2011, and the results of its operations and its cash flows for the year ended February 29, 2012, the period from November 18, 2010 (inception) through February 28, 2011, and for the period from November 18, 2010 (inception) through February 29, 2012 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered a loss from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|                             |                                                  
|---------------------------- | -------------------------------------------------
|Aurora, Colorado
May 1, 2012 | Ronald R. Chadwick, P.C.
RONALD R. CHADWICK, P.C.









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|                                                          |                                                                                                           |       |                   |       |                   |  |  |  |  | 
|--------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ----- | ----------------- | ----- | ----------------- |  |  |  |  | 
|BENACO, INC.
(A Development Stage Company)
Balance Sheets
|Assets                                                   
|                                                          |                                                                                                           |       | February 29, 2012 |       | February 28, 2011
|Current Assets                                            |                                                                                                           |       |                   |      
|                                                          | Cash                                                                                                      | $     | 28                | $     | 4,000            
|                                                          | Prepaid expenses                                                                                          |       | 6,159             |       |                  
|                                                          | Total  Current Assets                                                                                     |       | 6,187             |       | 4,000            
|Total Assets                                              |                                                                                                           | $     | 6,187             | $     | 4,000            
|Liabilities and Stockholders Equity (deficit)           
|Current  Liabilities                                      |                                                                                                           |       |                   |      
|                                                          | Loan from Director                                                                                        | $     | 3,688             | $     | 499              
|                                                          | Total Current  Liabilities                                                                                |       | 3,688             |       | 499              
|Stockholders Equity (deficit)                            |                                                                                                           |       |                   |      
|                                                          | Common stock, $0.001par value, 75,000,000 shares authorized;                                              |       |                   |       |                  
|                                                          | 4,740,000 shares issued and outstanding (4,000,000 shares issued and outstanding as at February 28, 2011) |       | 4,740             |       | 4,000            
|                                                          | Additional paid-in-capital                                                                                |       | 21,460            |       | -                
|                                                          | Deficit accumulated during the development stage                                                          |       | (23,701)          |       | (499)            
|Total stockholders equity                                |                                                                                                           | 2,499 |                   | 3,501
|Total liabilities and stockholders equity                | $                                                                                                         | 6,187 | $                 | 4,000
|                                                          | The accompanying notes are an integral part of these financial statements.                               



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|                                                                           |                                     |                              |        |                                                          |     |                                                          |       
|-------------------------------------------------------------------------- | ----------------------------------- | ---------------------------- | ------ | -------------------------------------------------------- | --- | -------------------------------------------------------- | ------
|BENACO, INC.
(A Development Stage Company)
Statements of Operations       
|                                                                           |                                     | Year ended February 29, 2012 |        | From Inception on
November 18, 2010 to
February 28, 2011 |     | From Inception on
November 18, 2010 to
February 29, 2012
|Expenses                                                                  
|                                                                           | General and Administrative Expenses | $                            | 23,202 | $                                                        | 499 | $                                                        | 23,701
|Net (loss) from Operation before Taxes                                     |                                     | (23,202)                     |        | (499)                                                    |     | (23,701)                                                
|Provision for Income Taxes                                                 |                                     | 0                            |        | 0                                                        |     | 0                                                       
|Net (loss)                                                                 |                                     | (23,202)                     |        | (499)                                                    | $   | (23,701)                                                
|(Loss) per common share  Basic and diluted                                | $                                   | (0.00)                       | $      | (0.00)                                                   | $   | (0.00)                                                  
|Weighted Average Number of Common Shares Outstanding                       |                                     | 4,285,082                    |        | 38,835                                                   |     |                                                         
|The accompanying notes are an integral part of these financial statements.





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|                                                                                                                                      |                         |            |                             |                                               |                    |  | 
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ---------- | --------------------------- | --------------------------------------------- | ------------------ |  | 
|BENACO, INC.
(A Development Stage Company)
Statement of Stockholders Equity
From Inception on November 18, 2010 to February 29, 2012
|                                                                                                                                      | Number of
Common
Shares | Amount     | Additional
Paid-in-
Capital | Deficit
accumulated
During  development stage | Total             
|Balance at inception on November 18, 2010                                                                                             | -                       | $        - | $            -              | $                 -                           | $                -
|February 28, 2011                                                                                                                     |                         |            |                             |                                               |                   
|Common shares issued for cash   at $0.001                                                                                             | 4,000,000               | 4,000      | -                           | -                                             | 4,000             
|Net (loss)                                                                                                                            |                         |            |                             | (499)                                         | (499)             
|Balance as of February 28, 2011                                                                                                       | 4,000,000               | 4,000      | -                           | (499)                                         | 3,501             
|Common shares issued for cash   at $0.03                                                                                              | 740,000                 | 740        | 21, 460                     | -                                             | 22,200            
|Net (loss)                                                                                                                            |                         |            |                             | (23,202)                                      | (23,202)          
|Balance as of February 29, 2012                                                                                                       | 4,740,000               | $   4,740  | $     21,460                | (23,701)                                      | 2,499             



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



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|                                                                           |                                           |                              |          |                                                          |       |                                                          |          |  |  |  | 
|-------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------- | -------- | -------------------------------------------------------- | ----- | -------------------------------------------------------- | -------- |  |  |  | 
|BENACO, INC.
(A Development Stage Company)
Statements of Cash Flows       
|                                                                           |                                           | Year ended February 29, 2012 |          | From Inception on
November 18, 2010 to
February 28, 2011 |       | From Inception on
November 18, 2010 to
February 29, 2012
|Operating Activities                                                       |                                           |                              |          |                                                          |      
|                                                                           | Net (loss)                                | $                            | (23,202) | $                                                        | (499) | $                                                        | (23,701)
|                                                                           | Increase in Prepaid expenses              |                              | (6,159)  |                                                          |       |                                                          | (6,159) 
|                                                                           | Net cash (used) for operating activities  |                              | (29,361) |                                                          | (499) |                                                          | (29,860)
|Financing Activities                                                       |                                           |                              |          |                                                          |       |                                                         
|                                                                           | Loans from Director                       |                              | 3,189    |                                                          | 499   |                                                          | 3,688   
|                                                                           | Sale of common stock                      |                              | 22,200   |                                                          | 4,000 |                                                          | 26,200  
|                                                                           | Net cash provided by financing activities |                              | 25,389   |                                                          | 4,499 |                                                          | 29,888  
|Net increase (decrease) in cash and equivalents                            |                                           | (3,972)                      |          | 4,000                                                    |       | 28                                                      
|Cash and equivalents at beginning of the period                            |                                           | 4,000                        |          | 0                                                        |       | 0                                                       
|Cash and equivalents at end of the period                                  | $                                         | 28                           | $        | 4,000                                                    | $     | 28                                                      
|                                                                           |                                           |                              |          |                                                          |      
|                                                                           |                                           |                              |          |                                                          |      
|                                                                           | Supplemental cash flow information:       |                              |          |                                                          |      
|                                                                           |                                           |                              |          |                                                          |      
|                                                                           | Cash paid for:                            |                              |          |                                                          |      
|                                                                           |                                           |                              |          |                                                          |      
|                                                                           | Interest                                  | $                            | $        |                                                          | $     | -                                                       
|                                                                           | Taxes                                     | $                            | $        |                                                          | $     | -                                                       
|                                                                           |                                           |                              |          |                                                          |      
|                                                                           |                                           |                              |          |                                                          |      
|Non-Cash Activities                                                        | $                                         | $                            |          | $                                                        |      
|The accompanying notes are an integral part of these financial statements.





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BENACO, INC.

(A Development Stage Company)

Notes To The Financial Statements

February 29, 2012



NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS



Benaco, Inc. (the Company) was incorporated under the laws of the State of Nevada, U.S. on November 18, 20010.  The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities. and intends to commence operations in the business ofBohemian Cristal Chandeliers distribution. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, November 18, 2010 through February 29, 2012 the Company has accumulated losses of $23,701.



NOTE 2 - GOING CONCERN



The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $23,701 as of February 29, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.





NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.



Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.



Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the  United States of America requires management to make estimates and assumptions that affect the reported amounts of  assets and liabilities and disclosure of contingent assets and liabilities at the date of the  financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results  could differ from those estimates.



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BENACO, INC.

(A Development Stage Company)

Notes To The Financial Statements

February 29, 2012



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.



Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.



Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.



Fiscal Periods

The Company's fiscal year end is February 28.



NOTE 4 - COMMON STOCK



The authorized capital of the Company is 75,000,000 common shares with a  par value of $ 0.001 per share. On February 28, 2011, the Company issued 4,000,000 shares  of  common stock at a price of $0.001 per share for total cash proceeds of $4,000.

During year  ended February 29, 2012 the Company issued 740,000 shares  of  common stock at a price of $0.03 per share for total cash proceeds of $22,200.

During the period November 18, 2010 (inception)  to February 29, 2012, the Company  sold  a  total of 4,740,000 shares of common stock  for  total  cash proceeds  of  $26,200.



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BENACO, INC.

(A Development Stage Company)

Notes To The Financial Statements

February 29, 2012



NOTE 5 - INCOME TAXES



As of February 29, 2012 the Company had net operating loss carry forwards of $23,701 that may be available to reduce future years taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.





NOTE 6 - RELATED PARTY TRANSACTONS



On November 18, 2010, related party had loaned the Company $174.  On December 20, 2010, related party had loaned the Company $325. During year ended February 29, 2012, related party had loaned the Company $3,189.

As of February 29, 2012, total loan amount was $3,688. The loan is non-interest bearing, due upon demand and unsecured.





NOTE 7  SUBSEQUENT EVENTS



The Company has evaluated subsequent events from February 29, 2012 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.









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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A(T). CONTROLS AND PROCEDURES



An evaluation was conducted under the supervision and with the  participation of our management, including Ms. Natalia Belykh,  our Chief  Executive  Officer and our Chief Financial  Officer of the effectiveness of the design and operation of our disclosure  controls  and  procedures  as of  February 29, 2012.  Based  on  that evaluation,  Ms. Belykh concluded that our disclosure  controls and procedures were  effective  as of such date to ensure that  information  required to be disclosed  in the  reports that we file or submit  under the  Exchange  Act, is recorded,  processed,  summarized and reported within the time periods specified in SEC rules and forms.  Such officer also confirmed that there was no change in our internal  control over financial  reporting  during the year ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



We maintain  "disclosure  controls and  procedures,"  as such term is defined in Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act"), that are  designed to ensure that  information required to be  disclosed in our Exchange Act reports is recorded, processed,  summarized and reported within the time periods  specified in the  Securities  and  Exchange  Commission  rules and forms,  and that  such  information  is  accumulated  and  communicated  to our management,  including our Chief Executive  Officer/Chief  Financial Officer, as appropriate,  to  allow  timely  decisions  regarding required  disclosure.  We conducted an evaluation (the  "Evaluation"),  under the supervision and with the participation  of our Chief  Executive  Officer/Chief  Financial  Officer of the effectiveness  of the  design and  operation  of our  disclosure  controls  and procedures  ("Disclosure  Controls") as of the end of the period covered by this report  pursuant to Rule  13a-15 of the  Exchange  Act.  The  evaluation  of our disclosure controls and procedures included a review of the disclosure controls' and  procedures' objectives,  design,  implementation  and  the  effect  of the controls and procedures on the information generated for use in this report. In the  course of our  evaluation,  we  sought to  identify  data  errors, control problems or acts of fraud and to confirm the appropriate  corrective actions, if any, including process improvements,  were being undertaken. Our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this Annual report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level.





Changes in Internal Control over Financial Reporting



There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of February 29, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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 the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.





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PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY



DIRECTORS AND EXECUTIVE OFFICERS



The name, address and position of our present officers and directors are set forth below:



|                                   |     |                                                              
|---------------------------------- | --- | -------------------------------------------------------------
|Name and Address                   | Age | Position(s)                                                  
|Natalia Belykh                     | 29  | President, Principal Executive Officer, Secretary, Treasurer,
|K Červenemu Vrchu 845/2b, Apt. 223 |     | Principal Financial Officer, Principal Accounting Officer    
|Prague 6, Czech Republic 160 00    |     | and sole member of the Board of  Directors.                  





Biographical Information and Background of officer and director



Ms. Belykh has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on November 18, 2010.  Ms. Belykh owns 100% of the outstanding shares of our common stock. In 2005, Natalia Belykh graduated from University of South Bohemia with bachelor degree in Public Relations.  After graduation, she set up her own real estate company, Variant 2000 S.R.O. Since 2005 Ms. Belykh  has been working as CEO of this company. Her responsibilities are to carry out the strategic plans and policies of the company, general and administrative duties; financial, tax and risk management. Variant 2000 S.R.O is in the business of selling both residential and commercial real estate in Prague, Czech Republic. Ms. Belykh evaluates sales, marketing, forecasts and trend lines for improvement opportunities in real estate; identifies customers for properties, completes comparative market analysis for each property; estimates the value of real property.



AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.





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ITEM 11. EXECUTIVE COMPENSATION



The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on November 18, 2010  to February 29, 2012 and subsequent thereto to the date of this prospectus.



SUMMARY COMPENSATION TABLE



|                                                   |      |              |             |                    |                     |                                              |                                                   |                              |            
|-------------------------------------------------- | ---- | ------------ | ----------- | ------------------ | ------------------- | -------------------------------------------- | ------------------------------------------------- | ---------------------------- | -----------
|Name and Principal Position                        | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$)
|Natalia Belykh, President, Treasurer and Secretary |      |              |             |                    |                     |                                              |                                                   |                              |            
|2011                                               | 0    | 0            | 0           | 0                  | 0                   | 0                                            | 0                                                 | 0                           
|2012                                               | 0    | 0            | 0           | 0                  | 0                   | 0                                            | 0                                                 | 0                           
|                                                   |      |              |             |                    |                     |                                              |                                                   |                             



There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.



CHANGE OF CONTROL



As of February 29, 2012, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table provides certain information regarding the ownership of our common stock, as of February 29, 2012 and as of the date of the filing of this annual report by:



| |   |  |                                                                                 
| | - |  | --------------------------------------------------------------------------------
| |  |  | each of our executive officers;                                                 
| |  |  | each director;                                                                  
| |  |  | each person known to us to own more than 5% of our outstanding common stock; and
| |  |  | all of our executive officers and directors and as a group.                     





|               |  |                                                                                   |  |                                           |  |            |       
|-------------- |  | --------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ---------- | ------
|Title of Class |  | Name and Address of
Beneficial Owner                                              |  | Amount and Nature of
Beneficial Ownership |  | Percentage
|               |  |                                                                                   |  |                                           |  |           
|Common Stock   |  | Natalia Belykh
K Červenemu Vrchu 845/2b, Apt. 223
Prague 6, Czech Republic 160 00 |  | 4,000,000 shares of common stock          |  |            | 84.38%



The percent of class is based on 4,740,000 shares of common stock issued and outstanding as of the date of this annual report.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



During the year ended February 29, 2012, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



During  fiscal year ended February 29, 2012, we incurred  approximately  $5,750 in fees to our principal independent accountants for professional services rendered in connection  with the audit of our financial statements and for the  reviews of our financial  statements.





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ITEM 15. EXHIBITS



The following exhibits are filed as part of this Annual Report.





Exhibits:



31.1  Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley  Act





32.1    Certification   of  Chief   Executive   Officer  and  Chief Financial Officer Under Section 1350 as   Adopted Pursuant  Section 906 of the Sarbanes-Oxley Act.







SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       |                                                                                  
|---------------------- | ---------------------------------------------------------------------------------
|                       | BENACO, INC.                                                                     
|Dated: August 30, 2012 | By: /s/ Natalia Belykh                                                           
|                       | Natalia Belykh, President and Chief Executive Officer and Chief Financial Officer























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