SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 | X |   EXCHANGE ACT OF 1934 [FEE REQUIRED]



FOR THE QUARTERLY PERIOD ENDED        MARCH 31, 2000


       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________ to _______________

                           COMMISSION FILE NO. 0-20190

                                  PIRANHA, INC.
              ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              36-3859518
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

         1350 NORTH LAKE SHORE DRIVE SUITE 315 SOUTH, CHICAGO, IL 60610
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  (312)664-7852
                          ----------------------------
                          Registrant's telephone number

                   CLASSICS INTERNATIONAL ENTERTAINMENT, INC.
           ----------------------------------------------------------

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of May 10, 2000,  8,608,997  shares of Common  Stock,  $.001 par value,  were
issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>






                    INDEX TO QUARTERLY REPORT ON FORM - 10QSB

PAGE NO.

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

                    Consolidated Balance Sheet                                 3

                    Consolidated Statement of Operations                       4

                    Consolidated Statement of Cash Flows                       5

                    Notes to Financial Statements                              6

Item 2.  Management's Discussion and Analysis or Plan of Operations            8


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    10

Item 2.  Changes in Securities                                                10

Item 3   .        Defaults Upon Senior Securities                             10

Item 4.  Submission of Matters to a Vote of Security Holders                  10

Item 5.  Other Information                                                    11

Item 6.  Exhibits and Reports on Form 8-K                                     11


This Quarterly Report on Form 10-QSB contains forward-looking  statements within
the  meaning of Section  21E of the  Securities  and  Exchange  Act of 1934,  as
amended,  and  Section 27A of the  Securities  Act of 1933,  as  amended.  These
statements involve risks and  uncertainties,  including these risks discussed in
the section  entitled "Item 6,  Management's  Discussion and Analysis or Plan of
Operations"  and  elsewhere in the Quarterly  Report on Form 10-QSB.  The actual
results  that the  Company  achieves  may  differ  materially  from the  results
discussed or implied in such  forward-looking  statements  due to such risks and
uncertainties.  Words such as "believes,"  "anticipates,"  "expects,"  "future,"
"intends,"   "may"  and   similar   expressions   are   intended   to   identify
forward-looking  statements, but are not the exclusive means of identifying such
statements.  The  Company  undertakes  no  obligation  to  revise  any of  these
forward-looking statements.


<PAGE>



PART I            FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

See attached financial statements.


<PAGE>

                         PIRANHA, INC. AND SUBSIDIARIES
     (FORMERLY CLASSICS INTERNATIONAL ENTERTAINMENT, INC. AND SUBSIDIARIES)
                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2000

                                   (UNAUDITED)

  ASSETS

   Cash                                                     $          3,274,324
   U.S. Government Securities                                          2,413,053
   Prepaid expenses                                                       12,370
                                                              ------------------

            TOTAL CURRENT ASSETS                                       5,699,747

                                                                         285,656

                                                                       1,750,000

                                                                      11,555,638
                                                              ------------------
                                                            $         19,291,041
                                                              ==================






                      LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable                                         $         1,306,482
   Dividends payable                                                    288,600
   Accrued liabilities                                                1,005,853
   Stockholder loans and other notes payable                            427,161
                                                              ------------------
            TOTAL CURRENT LIABILITIES                                 3,028,096


   Preferred stock                                          $         1,012,488
   Common stock, $.001 par  value, 100,000,000 shares
     authorized; 8,585,631 shares issued and outstanding                  8,586
   Additional paid-in capital                                        34,602,908
   Stock subscription receivable                                        (44,500)
   Accumulated deficit                                              (19,316,537)
                                                              ------------------

            TOTAL STOCKHOLDERS' EQUITY                               16,262,945
                                                              ------------------
                                                           $         19,291,041
                                                              ==================






               See notes to the consolidated financial statements

                                       3


<PAGE>

                         PIRANHA, INC, AND SUBSIDIARIES
     (FORMERLY CLASSICS INTERNATIONAL ENTERTAINMENT, INC. AND SUBSIDIARIES)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                    THREE MONTHS ENDED MARCH 31,

                                                    ----------------------------
                                                           2000           1999
                                                      ------------   -----------

REVENUES                                              $          0   $        0

COSTS AND EXPENSES

  General and administrative                             1,135,888
  Interest expense - net                                    11,320
  Depreciation                                              15,057
                                                      ------------   -----------

     TOTAL COSTS AND EXPENSES                            1,162,265            0

Loss from continuing operations                         (1,162,265)           0

Loss from discontinued operations                                0        7,167
                                                      ------------   -----------
Net loss                                               (1,162,265)       (7,167)

Preferred stock dividends                                 (18,450)      (40,950)
                                                      ------------   -----------

Net loss applicable to common stock                $   (1,180,715)   $  (48,117)
                                                      ============   ===========



Basic and Diluted Loss Per Common Share:

Loss from continuing operations                    $       (0.17)   $     (0.01)

Loss from discontinued operations                           0.00          0.00
                                                      ------------   -----------
Net loss per common share - basic and diluted      $       (0.17)   $     (0.01)
                                                      ============   ===========


Weighted average common shares outstanding             6,863,868      4,406,566
                                                      ============   ===========







               See notes to the consolidated financial statements


                                       4



<PAGE>
                         PIRANHA, INC. AND SUBSIDIARIES
     (FORMERLY CLASSICS INTERNATIONAL ENTERTAINMENT, INC. AND SUBSIDIARIES)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                         THREE MONTHS ENDED MARCH 31,
                                                                                       ----------------------------------
                                                                                            2000               1999
                                                                                       ----------------   ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>                      <C>

  Net loss                                                                             $    (1,162,265)   $       (7,167)
  Depreciation                                                                                  15,057
   Loss from discontinued operations                                                                               7,167
   Adjustments to reconcile net loss

   to net cash used in operations:

     Decrease in stock subscription receivable                                                 800,000
     Decrease in prepaid expenses                                                                1,025
     Decrease in accounts payable and accrued liabilities                                     (201,844)
     Decrease in stockholder loans and other notes payable                                    (400,000)
                                                                                       ----------------   ---------------
NET CASH USED IN OPERATING ACTIVITIES                                                         (948,027)                0
                                                                                       ----------------   ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES:

  Purchase of property and equipment                                                          (252,470)
  Investment in intangibles and other assets                                                   (17,513)
                                                                                       ----------------   ---------------
      TOTAL CASH FLOWS USED IN INVESTING ACTIVITIES                                           (269,983)                0

CASH FLOWS FROM FINANCING ACTIVITIES:

  Investment in U.S. Government Securities                                                  (1,121,545)
  Proceeds from the sale of common stock                                                     5,280,000
                                                                                       ----------------   ---------------
      TOTAL CASH FLOWS FROM FINANCING ACTIVITES                                              4,158,455                 0

NET INCREASE IN CASH                                                                         2,940,445                 0

CASH AT BEGINNING OF YEAR                                                                      333,879                 0
                                                                                       ----------------   ---------------
CASH AT END OF PERIOD                                                                $       3,274,324  $              0
                                                                                       ================   ===============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the period for interest                                           $           2,210  $              0
                                                                                       ================   ===============
  Cash paid during the period for income taxes                                       $               0  $              0
                                                                                       ================   ===============
  Issuance of common stock for acquisitions                                          $       1,750,000 $               0
                                                                                       ================   ===============
  Issuance of common stock upon conversion of preferred stock                        $       1,382,500 $               0
                                                                                       ================   ===============


</TABLE>


               See notes to the consolidated financial statements


                                       5

<PAGE>



                         PIRANHA, INC. AND SUBSIDIARIES

     (FORMERLY CLASSICS INTERNATIONAL ENTERTAINMENT, INC. AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION:

The accompanying  unaudited financial  statements reflect all adjustments which,
in the opinion of management, are necessary for a fair presentation of financial
position and the results of operations for the interim  periods  presented.  The
results of operations for any interim period are not  necessarily  indicative of
the results attainable for a full fiscal year.

These  statements  have been prepared by the Company and are unaudited.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principals have been
omitted. As such, these financial  statements should be read in conjunction with
the audited  financial  statements  and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999.

NOTE 2 - ACQUISITIONS

a.       ACQUISITION OF ROGUE RIVER SOFTWARE, INC.

          On February 24, 2000, the Company acquired all of the capital stock of
          Rogue River Software, Inc. (formerly Grand Rapids Science Group, Inc.)
          in exchange for 89,892 shares of the Company's  common stock, the fair
          market value of which was one million dollars ($1,000,000).

         In connection with the acquisition,  the Company committed to grant the
         sellers  performance  based stock options to purchase 150,000 shares of
         common stock at a price of $7.50 per share as well as  incentive  based
         stock  options to purchase  22,500 shares of common stock at a price of
         $5.00 per share.

b.       ACQUISITION OF ON-LINE MARKETING, INC.

         On March 24, 2000,  the Company  acquired  all of the capital  stock of
         On-Line Marketing,  Inc. in exchange for 55,556 shares of the Company's
         common  stock,  the fair market value of which was seven  hundred fifty
         thousand dollars ($750,000).

         In connection with the acquisition,  the Company committed to grant the
         sellers  performance  based stock options to purchase 150,000 shares of
         common stock at a price of $5.00 per share.

NOTE 3 - LITIGATION

In July  1994,  the  Company  discharged  four  officers  of its  Dream  Factory
subsidiary.  The officers who were  discharged  commenced an action  against the
Company seeking damages arising out of the alleged wrongful termination of their
employment.  The Company  subsequently  settled the claims of two  officers  for
$600,000.  The Company is engaged in settlement  negotiations with the remaining
two officers.  A provision for settlement of litigation of $700,000 was recorded
in the year ended December 31, 1999, and is included as an accrued  liability in
the accompanying consolidated balance sheet.

The  Company  was a  defendant  in the case of  Benjamin  B.  LeCompte,  III,  a
stockholder, v. Classics International Entertainment, Inc., in the United States

                                       6
<PAGE>

District Court for the Northern  District of Illinois,  Eastern  Division.  This
case  involved a claim by LeCompte  that the Company owed him 573,066  shares of
Common Stock  pursuant to an alleged  conversion of a promissory  note into said
shares. The note, in the principal amount of $200,000,  and the accrued interest
thereon, are included in the accompanying  consolidated financial statements. On
April 3, 2000,  this case was dismissed for lack of  jurisdiction.  On April 12,
2000,  LeCompte filed an action against the Company in the Circuit Court of Cook
County,  Illinois,  asserting substantially the same claims as in the case which
was dismissed. The Company believes this action is without merit, and intends to
vigorously defend itself in this matter.

The Company is subject to various  federal,  state and local laws  affecting its
business,  and believes that it is in material  compliance  with all  applicable
laws and regulations.

NOTE 4 - CHANGES IN COMMON STOCK

During the period  covered by this Report an aggregate  of  1,890,176  shares of
Company  Common  Stock were  offered  and sold  without  registration  under the
Securities Act of 1933, as amended ("Act"), as not involving any public offering
in reliance upon the exemption  from  registration  contained in Section 4(2) of
the Act.

On January 21, 2000,  an aggregate of 57,307  shares of Common Stock were issued
on  conversion  of  200,000  shares  of the  Company's  Series A 9%  Convertible
Cumulative Redeemable Preferred Stock.

On February 24, 2000,  89,892 shares of Common  Stock,  the fair market value of
which was one million dollars  ($1,000,000),  were issued in exchange for all of
the capital stock of Rogue River Software,  Inc.,  formerly Grand Rapids Science
Group, Inc.

On March 24, 2000, 55,556 shares of Common Stock, the fair market value of which
was seven hundred fifty thousand dollars ($750,000), were issued in exchange for
all of the capital stock of On-Line Marketing, Inc.

During March 2000, an aggregate of 851,421 shares of Common Stock were issued on
exercise of the Company's outstanding Class A and Class B warrants.

On March 31, 2000, an aggregate of 836,000 shares of Common Stock were issued to
various  parties  pursuant  to the receipt of five  million  two hundred  eighty
thousand dollars ($5,280,000) in cash during the quarter.

                                       7
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Piranha,  Inc.(TM) has become a technology  company with a line of digital asset
management  products  being  developed  for  sale  and/or  licensing.  The  data
compression  software  products under the Piranha(TM) brand are designed for use
on a variety of  platforms,  and are intended to improve  Internet  speed and to
provide image clarity at compression rates which the Company believes are higher
than those presently  available in the marketplace.  These compression  products
are  directed to Internet  applications  such as full  motion  streaming  video,
lossless   image   and  text   string   compression   and   highly   compressed,
high-resolution static images.

The Company's products are designed to support business-to-business,  e-commerce
and Internet related  activities  associated with advanced  business-to-consumer
on-line shopping applications. Products currently under development are expected
to provide a methodology  to support the emerging  e-commerce  market demand for
solutions to the  traditional  bottlenecks  and time delays  associated with the
e-commerce  shopping  experience that the Company believes are superior to those
presently  available.  The Company believes that its technology will provide the
first real video-on-demand solution for the Internet with full screen (up to 640
x 480),  full motion  viewing using only one file for all  connections.  Current
beta products include:

o    Piranha  Net(TM) - This web based product  utilizes  Piranha's  proprietary
     lossless and lossy data  compression  algorithms,  and is expected to allow
     commercial  web  sites to  download  up to 50  times  faster  than  what is
     currently available.  A page that currently takes 50 seconds is expected to
     take as little as 1 second with the Piranha Net(TM) product.

o    Piranha Byte(TM) - This Streaming FTP lossless data compression  product is
     used for downloading files to or from a server or user. A multitude of file
     types can be delivered for archival or immediate use at  compression  rates
     and data transfer  speeds  substantially  greater than current  competitive
     products.

o    Piranha   Stream(TM)  -  This   product  is  a  plug-in  or   browser-based
     full-motion,  full-screen  video product  compatible with a number of audio
     codec products.  Individual  frames are compressed at a measurable ratio of
     692:1 The images are compressed twice utilizing  existing player technology
     making the decompressed frames broadband suitable.

All  Piranha(TM)  software  products have been developed on the Linux  operating
system  and have been  successfully  ported  to  Microsoft  and Apple  operating
platforms. Future Products will include:

o    An e-commerce  application  covering  transaction,  data mining,  and other
     e-commerce disciplines.

o    A product combining all Piranha(TM) technologies into one suite of tools to
     handle enterprise  solutions for the largest  customers.  This product will
     include  data  base  interfacing  with  Oracle  and other  enterprise  data
     warehouse software.

o    An  affordable  software  rental that offers a variety of solutions  from a
     full suite of products to a smaller  version  designed to meet the specific
     needs of the customer.

o    Increased  processing  power delivered  through custom DSP chip integration
     for tailored hardware/software solutions.

To  effectively  manage its  potential  growth,  the  Company  must  continue to
implement  and improve its  operational,  financial and  management  information
systems and to expand,  train and manage its  employee  base,  which the Company
anticipates will increase significantly in the next twelve months.

                                       8
<PAGE>

The Company  believes  that its  available  funds will be sufficient to meet its
anticipated  needs for working  capital and  capital  expenditures  for the next
twelve months.  The Company may need to raise  additional funds in the future in
order to fund more  aggressive  brand  promotion  and more rapid  expansion,  to
develop new or enhanced  products,  to respond to  competitive  pressures  or to
acquire complementary businesses or technologies. If additional funds are raised
through the issuance of equity or convertible  debt  securities,  the percentage
ownership of the existing  stockholders of the Company will be reduced, and such
securities  may have rights,  preferences  or privileges  senior to those of the
rights of the Company's Common Stock.  There can be no assurance that additional
financing  will be  available on terms  favorable to the Company,  or at all. If
adequate  funds are not  available or not  available on  acceptable  terms,  the
Company  may not be able to fund its  expansion,  promote its brand names as the
Company  desires,  take advantage of  unanticipated  acquisition  opportunities,
develop  or enhance  products  or respond  to  competitive  pressures.  Any such
inability  could  have a  material  adverse  effect on the  Company's  business,
results of operations and financial condition.

To date, the Company has not incurred any significant  problems  associated with
the inability of software  applications  and  operational  programs not properly
recognizing  calendar  dates  in the  year  2000  in the  following  areas:  (1)
accounting and reporting  systems,  (2) office automation and contact management
software,  (3) systems of third party  vendors  incorporated  into the Company's
developmental products, and (4) the Company's developmental products.


<PAGE>



PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In July  1994,  the  Company  discharged  four  officers  of its  Dream  Factory
subsidiary.  The officers who were  discharged  commenced an action  against the
Company seeking damages arising out of the alleged wrongful termination of their
employment.  The Company  subsequently  settled the claims of two  officers  for
$600,000.  The Company is engaged in settlement  negotiations with the remaining
two officers.  A provision for settlement of litigation of $700,000 was recorded
in the year ended December 31, 1999, and is included as an accrued  liability in
the accompanying consolidated balance sheet.

The  Company  was a  defendant  in the case of  Benjamin  B.  LeCompte,  III,  a
stockholder, v. Classics International Entertainment, Inc., in the United States
District Court for the Northern  District of Illinois,  Eastern  Division.  This
case  involved a claim by LeCompte  that the Company owed him 573,066  shares of
Common Stock  pursuant to an alleged  conversion of a promissory  note into said
shares. The note, in the principal amount of $200,000,  and the accrued interest
thereon, are included in the accompanying  consolidated financial statements. On
April 3, 2000 this case was  dismissed  for lack of  jurisdiction.  On April 12,
2000,  LeCompte filed an action against the Company in the Circuit Court of Cook
County,  Illinois,  asserting substantially the same claims as in the case which
was dismissed. The Company believes this action is without merit, and intends to
vigorously defend itself in this matter.

The Company is subject to various  federal,  state and local laws  affecting its
business,  and believes that it is in material  compliance  with all  applicable
laws and regulations.

ITEM 2.  CHANGES IN SECURITIES

During the period  covered by this Report an aggregate  of  1,890,176  shares of
Company  Common  Stock were  offered  and sold  without  registration  under the
Securities Act of 1933, as amended ("Act"), as not involving any public offering
in reliance upon the exemption  from  registration  contained in Section 4(2) of
the Act.

On January 21, 2000,  an aggregate of 57,307  shares of Common Stock were issued
on  conversion  of  200,000  shares  of the  Company's  Series A 9%  Convertible
Cumulative Redeemable Preferred Stock.

On February 24, 2000,  89,892 shares of Common  Stock,  the fair market value of
which was one million dollars  ($1,000,000),  were issued in exchange for all of
the capital stock of Rogue River Software,  Inc.,  formerly Grand Rapids Science
Group, Inc.

On March 24, 2000, 55,556 shares of Common Stock, the fair market value of which
was seven hundred fifty thousand dollars ($750,000), were issued in exchange for
all of the capital stock of On-Line Marketing, Inc.

During March 2000, an aggregate of 851,421 shares of Common Stock were issued on
exercise of the Company's outstanding Class A and Class B warrants.

On March 31, 2000, an aggregate of 836,000 shares of Common Stock were issued to
various  parties  pursuant  to the receipt of five  million  two hundred  eighty
thousand dollars ($5,280,000) in cash during the quarter.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

Not applicable.


<PAGE>

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

On February 9, 2000, the Company filed an information statement, the contents of
which are hereby  incorporated  by reference,  wherein the Company  informed its
stockholders  that the Board of Directors had received  written  consents from a
majority  of  stockholders  authorizing  (i) a change in the name from  Classics
International  Entertainment  Inc.  to  Piranha,  Inc.,  (ii) an increase in the
authorized Common Stock from 30,000,000 shares to 100,000,000  shares, and (iii)
a reverse stock split so that each 3.49  outstanding  shares were converted into
one share of Common Stock  outstanding,  and that such changes had been approved
by the Board of Directors.

On March 15, 2000,  stockholders  owning a majority of the Company's  issued and
outstanding shares of Common Stock executed a written consent which provided for
the adoption of The Piranha,  Inc.  2000 Stock  Incentive  Plan and The Piranha,
Inc.  Stock  Option Plan for  Non-Employee  Directors.  These  Plans,  which had
previously  been  adopted  by  the  Company's  Board  of  Directors,   and  such
stockholder  action are  described  in the  Company's  definitive  Schedule  14C
Information  Statement filed with the Commission on May 3, 2000, the contents of
which are hereby incorporated by reference.

ITEM 5.  OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

The exhibits designated with an asterisk (*) have previously been filed with the
Commission and are incorporated by reference.

EXHIBIT NO.          DESCRIPTION

*3.1.2                  Amendment  to   Certificate   of  Incorporation  of  the
                        Registrant,    incorporated    by   reference   to   the
                        Registrant's Form 8-K filed March 15, 2000.

*10.44                  Merger   Agreement  with  IBP  and Classics  Acquisition
                        Corp.,  incorporated by reference  to  the  Registrant's
                        Form 8-K filed March 15, 2000.

*10.45                  Acquisition of Zideo.com, Inc. incorporated by reference
                        to the Registrant's Schedule 14C filed February 9, 2000.

*22.1.2                 Subsidiaries of the Registrant

27                      Financial Data Schedule

(b) Reports on Form 8-K:

A report on Form 8-K was filed on March 15, 2000, reporting events in Item 4.


<PAGE>



SIGNATURES

Pursuant to the requirements 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.

                                                              PIRANHA, INC.

                                                        By: /s/ Edward W. Sample
                                                        ------------------------
                                                         Edward W. Sample
                                                         Chairman and
                                                         Chief Executive Officer

                                                       By: /S/ RICHARD S. BERGER
                                                       -------------------------
                                                     Richard S. Berger
                                                     Principal Financial Officer

Dated: May 15, 2000