U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-KSB/A

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 2002    Commission File No. 333-40790

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

     For the transition period from           to           .

                    NEW PARADIGM PRODUCTIONS, INC.
            (Name of small business issuer in its charter)

                Nevada                                   87-0640467
     State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                     Identification No.)

          1393 Luckspring Drive, Salt Lake City, Utah 84016
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 808-2540


    (Former name or former address, if changed since last report.)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  None

Check whether the Issuer (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 such shorter period that the Issuer was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.                           Yes   X      No

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. (Not applicable)                  [   ]

The Issuer's revenues for its most recent fiscal year.    $      770.

The aggregate market value of the voting stock held by non-affiliates of the
registrant is not determinable because of the lack of market quotations.  (See
Item 5 herein).

The number of shares outstanding of the Issuer's common stock at December 31,
2002: 1,077,000

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     New Paradigm Productions, Inc., a development stage company, was
incorporated under the laws of the State of Nevada on October 1, 1999.  In
connection with its organization, the founders of New Paradigm contributed
$5,000 cash to initially capitalize it in exchange for 900,000 shares of
Common Stock.

     On January 1, 2000, New Paradigm commenced an offering in reliance upon
Rule 506 of Regulation D, promulgated by the U.S. Securities & Exchange
Commission under the Securities Act of 1933.  100,000 shares of common stock
were offered and sold at $.35 per share. The offering closed in March, 2000,
and raised gross proceeds of $35,000. This increased the total issued and
outstanding common stock to 1,000,000 shares. The Company then registered a
public offering of its securities.  In July, 2000, the Company filed a
registration statement on Form SB-2 with the U.S. Securities & Exchange
Commission under the Securities Act of 1933, to register the offering, on a
"best efforts minimum/maximum" basis, of up to 100,000 shares of $.001 par
value common stock, at a price of $1.00 per share.  This registration
statement, Commission File No. 333-40790, was declared effective on October
26, 2000. 77,000 shares of common stock were sold pursuant to this offering.
The offering closed in December, 2000, and raised gross proceeds of $77,000.
This increased the total issued and outstanding common stock to 1,077,000
shares.

     (B)  BUSINESS OF COMPANY.

     New Paradigm Productions Incorporated is a company formed to produce and
market meditation music and supplies. This business was not successful and
operations were discontinued as of December 31, 2002.

     The Company is not presently engaged in any significant business
activities and has no operations. Presently the Company's principal activity
has been to investigate potential acquisitions. However, the Company has not
located any suitable potential business acquisition and has no plans,
commitments or arrangements with respect to any potential business venture.
There is no assurance the Company could become involved with any business
venture, especially any business venture requiring significant capital.

ITEM 2.   PROPERTIES

      New Paradigm has no office facilities and does not presently need to
lease commercial office space or facilities, but for the time being uses the
address of the president as the business address.  There is no assurance
regarding the length of time the present arrangement may continue.

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (A)  MARKET INFORMATION.

     The Company's initial public offering closed in December, 2000. Prior to
this offering, there was no public market for the common stock. The common
stock is not listed on any national securities exchange or the Nasdaq Stock
Market, but is quoted on the Electronic Bulletin Board maintained by the
National Association of Securities Dealers, Inc. under the symbol "NPPI". It
has not been traded in the over-the-counter market except on a limited and
sporadic basis.  The following sets forth high and low bid price quotations
for each calendar quarter during the last two fiscal years that trading
occurred or quotations were available. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

     Quarter Ended                 High                Low
     September 30, 2001            .04                 .04
     December 31, 2001             .04                 .04

     March 31, 2002                .59                 .04
     June 30, 2002                 .59                 .59
     September 30, 2002            .75                 .59
     December 31, 2002             .75                 .75

     No shares are subject to outstanding options or warrants to purchase,
nor are there any outstanding securities convertible into common equity.

     Our common stock is considered a low priced security under rules
promulgated by the Securities and Exchange Commission.  Under these rules,
broker-dealers participating in transactions in these securities must first
deliver a risk disclosure document which describes risks associated with these
stocks, broker-dealers' duties, customers' rights and remedies, market and
other information, and make suitability determinations approving the customers
for these stock
<PAGE>
transactions based on financial situation, investment
experience and objectives.  Broker-dealers must also disclose these
restrictions in writing, provide monthly account statements to customers, and
obtain specific written consent of each customer.  With these restrictions,
the likely effect of designation as a low priced stock is to decrease the
willingness of broker-dealers to make a market for the stock, to decrease the
liquidity of the stock and increase the transaction cost of sales and
purchases of these stocks compared to other securities.

     (B)  HOLDERS.

     As of March 20, 2003, there were about 94 record holders of the common
stock.

     (C)  DIVIDENDS.

     New Paradigm has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future.  Our present intention is to utilize all available funds
to develop and expand our business.  The only restrictions that limit the
ability to pay dividends on common equity or that are likely to do so in the
future, are those restrictions imposed by law.  Under Nevada corporate law, no
dividends or other distributions may be made which would render a company
insolvent or reduce assets to less than the sum of liabilities plus the amount
needed to satisfy outstanding liquidation preferences.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS.

     New Paradigm is a small start up company that was incorporated on
October 1, 1999, has not yet generated any significant revenues from
operations and is considered a development stage company.  In July, 2000, the
Company filed a registration statement on Form SB-2 with the U.S. Securities &
Exchange Commission under the Securities Act of 1933, to register an offering,
on a "best efforts minimum/maximum" basis, of up to 100,000 shares of $.001
par value common stock, at a price of $1.00 per share.  77,000 shares of
common stock were sold pursuant to this offering. The offering closed in
December, 2000, and raised gross proceeds of $77,000.

     New Paradigm Productions Incorporated is a company formed to produce and
market meditation music and supplies. This business was not successful and
operations were discontinued as of December 31, 2002.  Management will not
attempt to pursue further efforts with respect to this business, and it is
unlikely the Company would have the financial ability to do so in any event.
Management's plan of operation for the next twelve months is to maintain its
filings and curtail operations and activities to reduce expenses and continue
in existence while management seeks other business opportunities.  This may
require additional advances from stockholders to pay accounting and legal fees
associated with its filings.

<PAGE>

     There is no assurance New Paradigm could successfully become involved in
any other business venture.  New Paradigm presently has no plans, commitments
or arrangements with respect to any other proposed business venture.

     The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern.  However, the Company has incurred losses
since its inception, and has not yet been successful in establishing
profitable operations.  Further, the Company has current liabilities in excess
of current assets.  These factors raise substantial doubt about the ability of
the Company to continue as a going concern.  In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through loans and/or through additional sales of its common stock.  There is
no assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations.  The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     There are not and have not been any disagreements between the Company
and their accountants on any matter of accounting principles or practices or
financial statement disclosure.


                               PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table sets forth the sole director and executive officer
of the Company, her age, and all offices and positions with the Company.  A
director is elected for a period of one year and thereafter serves until her
successor is duly elected by the stockholders and qualifies.  Officers and
other employees serve at the will of the Board of Directors.

<TABLE>
<S>                       <C>               <C>
                          Term Served As     Positions
Name of Director  Age     Director/Officer  With Company

Jody St. Clair    39      Since inception   President &
                                            Secretary/Treasurer
</TABLE>
<PAGE>

     A brief description of her background and business experience is as
follows:

     Jody St. Clair serves as President, Secretary/Treasurer and Director of
New Paradigm. Ms. St. Clair has conducted meditation workshops and retreats
since 1991, has studied the various forms of meditation for over 15 years and
has been a musician for 25 years. Ms. St. Clair has experience in retail sales
of new age products. She was sole proprietor of Moonshadow Creations, begun in
1992 to sell new age products and services. As President of Desert Native
Designs, Inc. from 1994 to 1997, she was involved in making and selling drums,
rattles and other products made to look similar to native artifacts or native
designs of similar products, and gained experience marketing in the new age
industry. From 1997 to the present, she has been teaching meditation in
workshops and private counseling sessions. She will use her knowledge of
meditation practices and contacts with qualified musicians, technicians and
artists to produce meditation music, tapes and compact discs.

     The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  Section 16(a) is
inapplicable.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table summarizes executive compensation paid or accrued
during the past two years (the first two years of operation) for our Chief
Executive Officer.

<PAGE>

                      SUMMARY COMPENSATION TABLE

<TABLE>
<S>            <C>  <C>      <C>       <C>        <C>
Name                                   Other
And                                    Annual     All Other
Principal                              Compen-    Compen-
Position       Year Salary($)Bonus($)  sation($)  sation($)

Jody St. Clair 2002     725
CEO            2001 $15,000
               2000 $19,000
</TABLE>

     Management is entitled to reimbursement of any out of pocket expenses
reasonably and actually incurred on our behalf. We have no written employment
agreement with nor key man life insurance on management, but Ms. St. Clair is
not presently being compensated for her service due to the lack of operations.
This salary arrangement may be reviewed periodically. There is no
assurance regarding the length of time that this arrangement may continue, nor
any assurance that the services of the officer will continue to be available
for any specified length of time.

COMPENSATION OF DIRECTORS     None

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more that 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.

<PAGE>
<TABLE>
<CAPTION>
                           Title of   Amount & Nature of   % of
Name and Address            Class     Beneficial Ownership Class
<S>                        <C>        <C>                  <C>
Jody St. Clair             Common      150,000 shares      14%
1393 Luckspring Drive
SLC, Utah 84016

Lynn Dixon                 Common      482,000 shares      45%
311 S State, #460
SLC, UT 84111

Melissa Epperson           Common       98,000 shares      9.1%
1533 S 1220 W
Woods Cross, UT 84087

Thomas G. Kimble           Common       98,000 shares      9.1%
311 S State, #440
SLC, UT 84111

Dorothy Bechtel            Common      100,500 shares      9.3%
717 Pine Creek Lane
Naples, FL 34108

All officers and           Common      150,000 shares      14%
directors as a group
as a group (1 person)
</TABLE>

     The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In connection with the organization of New Paradigm, the initial
shareholders named above contributed $5,000 cash to initially capitalize it in
exchange for 900,000 shares of Common Stock. On January 1, 2000, New Paradigm
commenced an offering in reliance upon Rule 506 of Regulation D, promulgated
by the U.S. Securities & Exchange Commission under the Securities Act of 1933.
100,000 shares of common stock were sold at $.35 per share to about 50
accredited investors, including shareholders named above. The offering closed
in March, 2000, and raised gross proceeds of $35,000. This increased the total
issued and outstanding common stock to 1,000,000 shares.

     New Paradigm has entered and it is contemplated that it may enter into
certain transactions with management which, even though they may involve
conflicts of interest in that they are not arms' length transactions, are
believed to be comparable to what New Paradigm could negotiate in arms' length
transactions.  These transactions include the following:

     New Paradigm presently has no office facilities but uses as its
principal place of business the home office facilities of Ms. St. Clair, until
business operations may require more extensive facilities and New Paradigm has
the financial ability to rent commercial space.  There is presently no formal
written agreement for the use of such facilities, and no assurance that such
facilities will

<PAGE>

be available to New Paradigm on such a basis for any specific
length of time. New Paradigm paid rent of $334 per month for the use of such
facilities, and reimbursed Ms. St. Clair for any additional out of pocket
costs incurred, until this arrangement was discontinued in June, 2002, when
the Company discontinued use of the home office facilities of Ms. St. Clair.

     New Paradigm has no formal written employment agreement or other
contracts with its President, but beginning March 17, 2000, agreed  to pay
compensation of $2,000 per month, which was reduced to $1,000 per month or an
amount deemed reasonable for the services rendered, as of June 1, 2001, and
discontinued altogether when operations were discontinued during that fiscal
year. There is no assurance that the services and facilities to be provided by
Ms. St. Clair will be available for any specific length of time in the future.
It is anticipated that the present arrangement for compensation will continue
for the foreseeable future.  The terms of any formal written employment
agreement with Ms. St. Clair would be determined if and when such arrangements
are entered into.

     Except as disclosed in this item, in the financial statements or notes
to the financial statements or elsewhere in this report, the Company is not
aware of any indebtedness or other transaction in which the amount involved
exceeds $60,000 between the Company and any officer, director, nominee for
director, or 5% or greater beneficial owner of the Company or an immediate
family member of such person; nor any relationship in which a director or
nominee for director of the Company was also an officer, director, nominee for
director, greater than 10% equity owner, partner, or member of any firm or
other entity which received from or paid the Company, for property or
services, amounts exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (A)  EXHIBITS to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934.

     (B)  REPORTS ON FORM 8-K have not been filed during the last quarter of
the fiscal year ended December 31, 2002.

ITEM 14. CONTROLS AND PROCEDURES.

     The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as such term is defined in paragraph (c) of Rule 15d-14) for the
issuer and have:

<PAGE>

     designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,
is made known to them by others within those entities, particularly during the
period in which the periodic reports are being prepared;

     evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the report
(the "Evaluation Date").

     Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:

     any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;

     any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or

     any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).

     Changes in internal controls. There were no significant changes in the
issuer's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


<PAGE>













                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                             DECEMBER 31, 2002




























<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                     1


        -  Balance Sheet, December 31, 2002                 2


        -  Statements of Operations, for the years
            ended December 31, 2002 and 2001
            and from inception on October 1, 1999
            through December 31, 2002                       3


        -  Statement of Stockholders' Equity (Deficit),
            from inception on October 1, 1999
            through December 31, 2002                       4


        -  Statements of Cash Flows, for the years
            ended December 31, 2002 and 2001
            and from inception on October 1, 1999
            through December 31, 2002                       5


        -  Notes to Financial Statements                 6 - 12






<PAGE>







                       INDEPENDENT AUDITORS' REPORT



Board of Directors
NEW PARADIGM PRODUCTIONS, INC.
Salt Lake City, Utah

We   have   audited  the  accompanying  balance  sheet  of  New   Paradigm
Productions, Inc. [a development stage company] at December 31, 2002,  and
the  related statements of operations, stockholders' equity (deficit)  and
cash  flows  for the years ended December 31, 2002 and 2001  and  for  the
period from inception on October 1, 1999 through December 31, 2002.  These
financial  statements are the responsibility of the Company's  management.
Our  responsibility is to express an opinion on these financial statements
based on our audit.

We  conducted  our  audit in accordance with generally  accepted  auditing
standards  in the United States of America.  Those standards require  that
we 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.  We believe that our audit provides a reasonable  basis  for
our opinion.

In  our opinion, the financial statements audited by us present fairly, in
all material respects, the financial position of New Paradigm Productions,
Inc.  as  of December 31, 2002, and the results of its operations and  its
cash  flows  for the years ended December 31, 2002 and 2001  and  for  the
period  from  inception on October 1, 1999 through December 31,  2002,  in
conformity  with generally accepted accounting principles  in  the  United
States of America.

The  accompanying  financial statements have been  prepared  assuming  the
Company will continue as a going concern.  As discussed in Note 7  to  the
financial  statements, the Company has incurred losses since its inception
and  has  not yet established profitable operations.  Further, the Company
has  current liabilities in excess of current assets.  These factors raise
substantial doubt about the ability of the Company to continue as a  going
concern.   Management's  plans  in  regards  to  these  matters  are  also
described  in  Note  7.   The  financial statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.




PRITCHETT, SILER & HARDY, P.C.

January 16, 2003
Salt Lake City, Utah


<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                               BALANCE SHEET


                                  ASSETS

                                                                  December 31,
                                                                      2002
                                                                  ____________
CURRENT ASSETS:
  Cash                                                            $        433
                                                                  ____________
        Total Current Assets                                               433

ASSETS OF DISCONTINUED OPERATIONS                                          300
                                                                  ____________
                                                                  $        733
                                                                  ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                                $        500
  Advance from shareholder                                              10,000
                                                                  ____________
        Total Current Liabilities                                       10,500
                                                                  ____________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   1,000,000 shares authorized,
   no shares issued and outstanding                                          -
  Common stock, $.001 par value,
   24,000,000 shares authorized,
   1,077,000 shares issued and
   outstanding                                                           1,077
  Capital in excess of par value                                       105,499
  Deficit accumulated during the
   development stage                                                  (116,343)
                                                                  ____________
        Total Stockholders' Equity (Deficit)                            (9,767)
                                                                  ____________
                                                                  $        733
                                                                  ____________






 The accompanying notes are an integral part of this financial statement.

                                     2
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                         STATEMENTS OF OPERATIONS


                                                  For the        From Inception
                                                 Year Ended       on October 1,
                                                December 31,       1999 Through
                                           ______________________  December 31,
                                              2002        2001         2002
                                           __________  __________  ____________

REVENUE                                    $        -  $        -  $          -

EXPENSES:
 General and administrative                         -           -             -
                                           __________  __________  ____________
      Total Expenses                                -           -             -
                                           __________  __________  ____________

LOSS BEFORE INCOME TAXES                            -           -             -

CURRENT TAX EXPENSE                                 -           -             -

DEFERRED TAX EXPENSE                                -           -             -
                                           __________  __________  ____________

LOSS FROM CONTINUING OPERATIONS                     -           -             -
                                           __________  __________  ____________

DISCONTINUED OPERATIONS:
 Loss from operations of discontinued
  self-improvement business (net of $0
  in income taxes)                            (16,140)    (42,020)    (116,343)
 Gain (loss) on disposal of discontinued
  operations (net of $0 in income taxes)            -           -             -
                                           __________  __________  ____________
LOSS FROM DISCONTINUED OPERATIONS             (16,140)    (42,020)    (116,343)
                                           __________  __________  ____________

NET LOSS                                   $  (16,140) $  (42,020) $  (116,343)
                                           __________  __________  ____________

LOSS PER COMMON SHARE:
 Continuing operations                     $        -  $        -  $          -
 Operations of discontinued
  self-improvement business                      (.01)       (.04)        (.11)
 Gain (loss) on disposal of
  discontinued operations                           -           -             -
                                           __________  __________  ____________
      Net Loss Per Common Share            $     (.01) $     (.04) $      (.11)
                                           __________  __________  ____________


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

                                     3
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

               FROM THE DATE OF INCEPTION ON OCTOBER 1, 1999

                         THROUGH DECEMBER 31, 2002


                                                                      Deficit
                                                                    Accumulated
                         Preferred Stock  Common Stock   Capital in During the
                          _____________ ________________ Excess of  Development
                          Shares Amount  Shares   Amount Par Value     Stage
                          ______ ______ _________ ______ __________ ___________
BALANCE, October 1, 1999       - $    -         - $    - $        - $         -

Issuance of 900,000 shares
 of common stock for cash
 at $.0056 per share,
 October 1999                  -      -   900,000    900      4,100           -

Net loss for the period
 ended December 31, 1999       -      -         -      -          -     (2,653)
                          ______ ______ _________ ______ __________ ___________
BALANCE, December 31, 1999     -      -   900,000    900      4,100     (2,653)

Issuance of 100,000 shares
 of common stock for cash
 at $.35 per share,
 January and February 2000     -      -   100,000    100     34,900           -

Issuance of 77,000 shares
 of common stock for cash
 at $1.00 per share, net
 of offering costs of
 $12,091, November and
 December 2000                 -      -    77,000     77     64,832           -

Net loss for the year
 ended December 31, 2000       -      -         -      -          -    (55,530)
                          ______ ______ _________ ______ __________ ___________
BALANCE, December 31, 2000     -      - 1,077,000  1,077    103,832    (58,183)

Net loss for the year
 ended December 31, 2001       -      -         -      -          -    (42,020)
                          ______ ______ _________ ______ __________ ___________
BALANCE, December 31, 2001     -      - 1,077,000  1,077    103,832   (100,203)

Capital contribution,
 December 2002                 -      -         -      -      1,667           -

Net loss for the year
 ended December 31, 2002       -      -         -      -          -    (16,140)
                          ______ ______ _________ ______ __________ ___________
BALANCE, December 31, 2002     - $    - 1,077,000 $1,077 $  105,499 $ (116,343)
                          ______ ______ _________ ______ __________ ___________



 The accompanying notes are an integral part of this financial statement.

                                     4
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS

             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                  For the        From Inception
                                                 Year Ended       on October 1,
                                                December 31,       1999 Through
                                           ______________________  December 31,
                                              2002        2001         2002
                                           __________  __________  ____________
Cash Flows From Operating Activities:
 Net loss                                  $  (16,140) $  (42,020) $  (116,343)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
  Depreciation expense                            647         648         1,714
  Impairment loss                               1,422           -         1,422
  Inventory markdown                            2,428           -         2,428
  Changes in assets and liabilities:
   Decrease in accounts receivable                  -         204             -
   (Increase) decrease in inventory               134      (1,665)      (2,628)
   Increase (decrease) in accounts payable       (875)        937           500
   Increase in accounts payable - related
    party                                       1,667           -         1,667
   (Decrease) in accrued expenses              (1,249)     (3,668)            -
                                           __________  __________  ____________
    Net Cash (Used) by Operating Activities   (11,966)    (45,564)    (111,240)
                                           __________  __________  ____________
Cash Flows From Investing Activities
 Purchase of equipment                              -           -       (3,236)
                                           __________  __________  ____________
    Net Cash (Used) by Investing Activities         -           -       (3,236)
                                           __________  __________  ____________
Cash Flows From Financing Activities:
 Proceeds from issuance of common stock             -           -       117,000
 Payments of stock offering costs                   -           -      (12,091)
 Proceeds from advances from shareholder            -           -        10,000
                                           __________  __________  ____________
    Net Cash Provided by Financing
     Activities                                     -           -       114,909
                                           __________  __________  ____________
Net Increase (Decrease) in Cash               (11,966)    (45,564)          433

Cash at Beginning of Period                    12,399      57,963             -
                                           __________  __________  ____________
Cash at End of Period                      $      433  $   12,399  $        433
                                           __________  __________  ____________
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
     Interest                              $        -  $        -  $          -
     Income taxes                          $        -  $        -  $          -

Supplemental Schedule of Noncash Investing and Financing Activities:
   For  the  period from inception on October 1, 1999 through  December  31,
2002:
     In  December  2002, an officer of the Company forgave accrued  rent  of
     $1,667.   Due to the related party nature of debt, the forgiveness  has
     been accounted for as a capital contribution.

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

                                     5
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  New  Paradigm  Productions,  Inc.  (the  "Company")   was
  organized  under the laws of the State of Nevada on October 1, 1999.   The
  Company plans to manufacture and sell products related to self-improvement
  and  meditation.   The Company discontinued its self-improvement  business
  effective  December  31,  2002 [See Note 2].   The  Company  has  not  yet
  generated  significant revenues from its planned principle operations  and
  is  considered a development stage company as defined in the Statement  of
  Financial  Accounting Standards No. 7.  The Company has,  at  the  present
  time,  not  paid any dividends and any dividends that may be paid  in  the
  future  will  depend upon the financial requirements of  the  Company  and
  other relevant factors.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Inventory - Inventory is stated at the lower of cost or market.   Cost  is
  determined on a first-in first-out method [See Note 3].

  Property  and  Equipment - Property and equipment are  recorded  at  cost.
  Depreciation  is calculated using the straight-line method  and  is  based
  upon estimated useful lives of the assets [See Note 4].

  Revenue  Recognition - The Company's revenue has come primarily  from  the
  sale  of  meditation CD's and other related products.  Revenue from  sales
  are recognized when the product is shipped.

  Advertising  Costs  - The Company expensed $64 and $1,879  in  advertising
  costs during the year ended December 31, 2002 and 2001, respectively.

  Discontinued  Operations - The Company has adopted Statement of  Financial
  Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
  Long-Lived  Assets".   SFAS  No.  144 modifies  previous  disclosures  and
  requires additional disclosures for discontinued operations and the assets
  associated with discontinued operations.

  Loss  Per  Share  -  The computation of loss per share  is  based  on  the
  weighted  average number of shares outstanding during the period presented
  in  accordance with Statement of Financial Accounting Standards  No.  128,
  "Earnings Per Share" [See Note 9].

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

                                     6
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial  Institutions - an Amendment of FASB Statements No. 72  and  144
  and  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for  Stock-
  Based  Compensation  - Transition and Disclosure - an  Amendment  of  FASB
  Statement  No. 123", were recently issued.  SFAS No. 141, 142,  143,  145,
  146,  147  and 148 have no current applicability to the Company  or  their
  effect  on the financial statements would not have been significant.   The
  Company  has  adopted SFAS No. 144 and has applied it to  the  year  ended
  December 31, 2002.

  Reclassification - The financial statements for periods prior to  December
  31,   2002  have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the December 31, 2002 financial statements.

NOTE 2 - DISCONTINUED OPERATIONS

  On  December  31,  2002,  the  Company discontinued  its  self-improvement
  business.  The Company has accounted for this disposal in accordance  with
  Statement of Financial Accounting Standards No. 144, "Accounting  for  the
  Impairment or Disposal of Long-Lived Assets".

  The  assets of the self-improvement business held for disposal consist  of
  the following at:

                                                                  December 31,
                                                                      2002
                                                                  ____________
         Inventory, net                                           $        200
         Property and equipment, net                                       100
                                                                  ____________
         Total Assets of Discontinued Operations                  $        300
                                                                  ____________

                                     7
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS [Continued]

  The  following is a summary of the results of operations of the  Company's
  discontinued self-improvement business:

                                                  For the        From Inception
                                                 Year Ended       on October 1,
                                                December 31,       1999 Through
                                           ______________________  December 31,
                                              2002        2001         2002
                                           __________  __________  ____________
    Revenue                                $      770  $    5,701  $     10,356
    Cost of goods sold                         (2,928)     (1,107)      (4,516)
    Selling                                       (64)     (1,879)     (17,241)
    General and administrative                (12,496)    (44,735)    (103,520)
    Impairment loss                            (1,422)          -       (1,422)
                                           __________  __________  ____________
    Net loss                               $  (16,140) $  (42,020) $  (116,343)
                                           __________  __________  ____________

NOTE 3 - INVENTORY

  On  December  31,  2002,  the  Company discontinued  its  self-improvement
  business.  In accordance with the Company's plan of disposal, the carrying
  amount  of  inventory  has been reduced to its net realizable  value.   In
  December  2002, the Company recognized an inventory markdown of $2,428  to
  reduce  the carrying amount of the inventory to its net realizable  value.
  The  Company is actively seeking a buyer and expects to sell its inventory
  during 2003.  Subsequently, the Company sold its inventory [See Note 10].

  Inventory consists of the following at:

                                                                  December 31,
                                                                      2002
                                                                  ____________
         Finished goods                                           $      2,628

         Inventory markdown                                            (2,428)
                                                                  ____________
                                                                  $        200
                                                                  ____________

NOTE 4 - PROPERTY AND EQUIPMENT

  On  December  31,  2002,  the  Company discontinued  its  self-improvement
  business.  In accordance with the Company's plan of disposal, the carrying
  amount of property and equipment have been reduced to their net realizable
  value.   In  December 2002, the Company recognized an impairment  loss  of
  $1,422  to  reduce  the carrying amount of the property and  equipment  to
  their  net realizable value.  The Company is actively seeking a buyer  and
  expects to sell its property and equipment during 2003.  Subsequently, the
  Company sold its property and equipment [See Note 10].

                                     8
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT [Continued]

  Property and equipment consists of the following at:

                                                                  December 31,
                                                                      2002
                                                                  ____________
         Office equipment                                         $      3,236

         Less: accumulated depreciation                                (1,714)
         Less: impairment loss                                         (1,422)
                                                                  ____________
                                                                  $        100
                                                                  ____________

  Depreciation  expense  for  the years ended December  31,  2002  and  2001
  amounted to $647 and $648, respectively.

NOTE 5 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 1,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations and
  to  be issued in such series as determined by the Board of Directors.   No
  shares are issued and outstanding at December 31, 2002.

  Common  Stock  - During October 1999, in connection with its organization,
  the  Company  issued  900,000  shares of  its  previously  authorized  but
  unissued common stock.  Total proceeds from the sale of stock amounted  to
  $5,000 (or $.0056 per share).

  During January and February 2000, the Company issued 100,000 shares of its
  previously  authorized but unissued common stock in a  private  placement.
  Total  proceeds  from  the sale of stock amounted  to  $35,000  ($.35  per
  share).

  During November and December 2000, the Company issued 77,000 shares of its
  previously  authorized  but unissued common stock  in  a  public  offering
  registered  on  Form  SB-2  with the Securities and  Exchange  Commission.
  Total  proceeds  from  the sale of stock amounted to  $77,000  ($1.00  per
  share).   Stock  offering costs totaling $12,091 were offset  against  the
  proceeds in capital in excess of par value.

  Capital Contribution - In December 2002, an officer of the Company forgave
  accrued rent of $1,667.  Due to the related party nature of the debt,  the
  forgiveness of debt has been accounted for as a capital contribution.

                                     9
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.  At December
  31, 2002, the Company has available unused operating loss carryforwards of
  approximately $112,900, which may be applied against future taxable income
  and which expire in various years through 2022.

  The  amount of and ultimate realization of the benefits from the operating
  loss  carryforwards, for income tax purposes is dependent, in  part,  upon
  the  tax  laws  in effect, the future earnings of the Company,  and  other
  future events, the effects of which cannot be determined.  Because of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $38,400  and  $34,000 as of December  31,  2002  and  2001,
  respectively, with an offsetting valuation allowance of the  same  amount,
  resulting  in a change in the valuation allowance of approximately  $4,400
  for the year ended December 31, 2002.

NOTE 7 - RELATED PARTY TRANSACTIONS

  Advance from Shareholder - In September 2000, a shareholder of the Company
  advanced $10,000 to the Company.  The advance bears no interest and is due
  on demand.

  Management Compensation - On March 17, 2000, the Company has entered  into
  an  agreement with an officer to pay compensation of $2,000 per month.  On
  June 1, 2001, this compensation agreement was amended to reduce the amount
  of  compensation  down  to $1,000 per month or  an  amount  to  be  deemed
  reasonable for the amount of services provided.  The Company paid $725 and
  $15,000 in salary to the officer during the years ended December 31,  2002
  and 2001, respectively.

  Office  Space - On March 16, 2000, the Company agreed to pay rent of  $333
  per  month  to  an  officer of the Company.  The Company paid  or  accrued
  $2,000  and $4,000 in rent expense for the years ended December  31,  2002
  and  2001,  respectively.  On December 31, 2002, the officer  forgave  the
  remaining accrued rent of $1,667.

                                     10
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 8 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company has incurred losses since its inception and  has  not
  yet  been successful in establishing profitable operations.  Further,  the
  Company  has  current  liabilities in excess  of  current  assets.   These
  factors  raise  substantial  doubt about the ability  of  the  Company  to
  continue  as a going concern.  In this regard, management is proposing  to
  raise  any  necessary additional funds not provided by operations  through
  loans  or  through  additional sales of its common  stock.   There  is  no
  assurance  that the Company will be successful in raising this  additional
  capital  or achieving profitable operations.  The financial statements  do
  not  include any adjustments that might result from the outcome  of  these
  uncertainties.

NOTE 9 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  for
  the periods presented:

                                                  For the        From Inception
                                                 Year Ended       on October 1,
                                                December 31,       1999 Through
                                           ______________________  December 31,
                                              2002        2001         2002
                                           __________  __________  ____________
    Loss from continuing operations
     (numerator)                           $        -  $        -  $          -
    Loss from discontinued operations
     (numerator)                              (16,140)    (42,020)    (116,343)
    Gain (loss) on disposal of discontinued
     operations (numerator)                         -           -             -
                                           __________  __________  ____________
    Loss available to common shareholders
     (numerator)                           $  (16,140) $  (42,020) $  (116,343)
                                           __________  __________  ____________
    Weighted average number of common
     shares outstanding used in loss per
     share for the period (denominator)     1,077,000   1,077,000     1,039,078
                                           __________  __________  ____________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.

                                     11
<PAGE>

                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 10 - CONCENTRATION

  Significant  Customers  - During the year ended  December  31,  2002,  the
  Company  had three customers that accounted for approximately 57%  of  the
  Company's  revenues.  The following table lists the percent of sales  made
  to  each customer that accounted for 10% or more of total sales during the
  year ended December 31, 2002:

         Customer A       33%
         Customer B       13%
         Customer C       11%

  The  loss  of  these  significant customers  could  adversely  affect  the
  Company's business and financial position.

NOTE 11 - SUBSEQUENT EVENTS

  Advance from Shareholder - In January and February 2003, a shareholder  of
  the Company made advances totaling $525 to the Company.  The advances bear
  no interest and are due on demand.

  Asset  Sale  -  In  March  2003, an officer of the Company  purchased  the
  Company's entire inventory and all of the Company's property and equipment
  for a total of $300.


                                     12
<PAGE>

                              SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


NEW PARADIGM PRODUCTIONS, INC.



By:     /s/ Jody St. Clair                      Date:   March 27, 2003
     Jody St. Clair, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By:      /s/ Jody St. Clair                    Date:    March 27, 2003
     Jody St. Clair, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer



CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The undersigned Chief Executive Officer and Chief Financial Officer
certify that this report fully complies with the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the Company.



Date: March 27, 2003     by:    /s/ Jody St. Clair
                          Jody St. Clair, President & Director
                    Chief Executive Officer and Chief Financial Officer

<PAGE>

                           CERTIFICATIONS*
I, Jody St. Clair, certify that:
1. I have reviewed this annual report on Form 10-KSB of New Paradigm
Productions, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: March 27, 2003     by:       /s/ Jody St. Clair
                         Jody St. Clair, President & Director
                    (Chief Executive Officer and Chief Financial Officer)

* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14.
The required certification must be in the exact form set forth above.

<PAGE>

Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.