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

                             FORM 10-KSB

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

For the fiscal year ended December 31, 2000    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) 466-9096

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

Securities registered under Section 12(g) of the 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)                            Yes   X      No

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.  $        3,885.00

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,
2000: 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. New Paradigm plans to record, edit, and
reproduce music for meditation. Using voice instrumentation, synthesizer and
high-tech software, New Paradigm will attempt to create uniquely soothing
music which will encourage a tranquil, uplifting meditative experience for the
listener. Rather than a compilation of different songs, the musical experience
created by New Paradigm Productions will be continuous, without interruptions,
so the listener is allowed the fullest benefit of their meditation time,
bodywork session, etc.

     Products management plans to create will include meditation enhancing
"music" or sounds using voice, drums, brass gongs and/or crystal toning bowls.
The primary intention is to produce and sell meditation music written and
recorded by management. At this time, New Paradigm does not have any licensing
agreements to purchase music from other artists nor are there any plans to do
so. Any royalties on music produced by management would be paid only to
artists involved in recording; for instance, vocal artists. In these instances
New Paradigm may agree to pay recording artists total royalties of fifteen
percent of the gross sales. If New Paradigm sells on a retail basis music
<PAGE>

produced by others, no agreements will be needed as New Paradigm will purchase
compact discs or other recordings of the music at wholesale cost from a
distributor.

     Different combinations of sounds will be recorded to create a meditative
musical experience. The first disc planned will be of the "OM". Om is the most
sacred word in the ancient Sanskrit language of India, which is used as a
symbol for the traditional sound of the meditation mantra, or sacred formula,
that is sung or chanted to still the mind. Though its origin is Eastern, where
it is believed Om is the original sound of the Universe, it has become a
universal mantra for meditation invoking inner peace and heightened awareness
to the meditator.

     A combination of voices making the Om sound creates a symphonic sound
believed to be conducive to meditating. Additionally, the listener may "tone"
along with the music and find a simple, yet effective meditative experience.
The peaceful sound will also enhance any type of therapy treatment session
(massage, yoga, etc.). On successive compact discs, soothing sounds will be
created using Native American type drums, brass gongs or crystal bowls
enhanced with other musical instruments and vocals. Drums, gongs and toning
bowls have been utilized for thousands of years in ancient cultures for
meditation and healing work. Each compact disc produced will have a different
"flavor" with the same intention; creating a relaxed and rejuvenating state of
mind, body and spirit. Specific sound frequencies produce a deep meditative
state, relax the physical body, and promote a heightened state of awareness.
With the benefit of research and technology, the music created will be blended
to produce the opportune state of awareness for the listener.

     The basic theme of the items produced and marketed by New Paradigm will
be personal growth through holistic health practices like meditation.  In
addition to compact discs, New Paradigm will have for purchase items that will
promote compact disc sales. New Paradigm has no contractual commitments but
will purchase items for retail sale on a per piece basis. Holistic health
practitioners, meditators and healers use pictures, statues, candles, etc. to
enhance their environment for the purpose of inducing a desired state of mind.
New Paradigm plans to acquire merchandise appropriate to this purpose for
retail sale. The holistic health/Natural healing community includes an endless
list of potential buyers of New Paradigm's music and products. Professionals
in the massage therapy industry, yoga teachers, Tai Chi instructors,
hypnotherapists, health spas, retreat centers, oriental medicine therapists,
counselors and ministers all use soothing music to benefit their clients well-
being.

     The target market will primarily be the "new age" consumer market. The
term "new age" refers to a contemporary cultural movement characterized by a
concern for spiritual consciousness or awareness believed to be heightened
through meditation and holistic health practices. The market for "new age"
merchandise is becoming more widespread as the personal growth/ holistic
health community grows more and more mainstream. According to a recent study
completed by Natural Business Communications of Boulder and GAIAM Inc. of
Broomfield, CO, a new market has been defined that serves a common customer.
This market, called the Lifestyles of Health and Sustainability (LOHAS),
produces more than $230 billion in U.S. sales of products and services. These
consumers are interested in alternative health care, books, compact discs,
spirituality, personal growth, education and environmental awareness.
According to statistics gathered by New Age Journal Magazine on its readers,
<PAGE>

96% ordered items by phone or mail and the average dollar amount spent
annually on mail order is $901. Over half of the readers purchased a product
and/or service advertised in New Age Journal. Due to popular demand, the well-
known mail order music club, Columbia House, has just recently included a
MEDITATION section in its music magazine.

     To reach a particular audience, New Paradigm has planned advertising
including but not limited to the following: Advertising will be focused in
holistic health magazines, internet sites, catalogs, trade shows, book stores,
music stores, resorts, retreat centers, massage schools, etc. All these
advertising media will inform readers how to contact and place orders with New
Paradigm. Internet advertising will allow for wholesale and retail marketing
worldwide. As recorded music and books garner the most revenue from internet
sales, an efficient web site is a top priority of New Paradigm Productions
Inc. The internet site will be an on-line catalogue of products available from
New Paradigm.  Besides products for sale, this site will include information
on upcoming CD's available, appropriate links to other sites and credit card
security. A secure website will ensure secure and authenticated electronic
transactions and prevent access to credit card information provided, by anyone
other than the sender and the intended recipient. The internet presents a
significant opportunity for rapid, cost effective distribution of music and
products across the globe. Future plans include downloading capability, which
allows the consumer to purchase and receive the music immediately.
Distribution of items sold will be handled on a mail order basis, using the
U.S Postal Service or other delivery services. Additional distribution will be
to New Age Retailers which will receive either by mail or at trade shows
information on the products available from New Paradigm.

     There is absolutely no assurance that New Paradigm will be successful in
this venture.

ITEM 2.   PROPERTIES

      New Paradigm has no office facilities and does not presently anticipate
the need to lease commercial office space or facilities, but for the time
being uses the address of the president as the business address.  New Paradigm
pays rent of $334 per month for the use of approximately 400 square feet of
space, including storage space to house equipment, in the president's
residence, which is rented on a month to month basis. We may lease commercial
office facilities at such time in the future as our operations have developed
to the point where the facilities are needed, but we have no commitments or
arrangements for any facilities, and there is no assurance regarding the
future availability of commercial office facilities or terms on which we may
be able to lease facilities in the future, nor any assurance regarding length
of time the present arrangement may continue.

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.


<PAGE>


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 was not closed until December,
2000. Prior to this offering, there has been no public market for the common
stock. Our common stock has not been quoted and is not listed on any national
securities exchange or the Nasdaq Stock Market, and has not been traded in the
over-the-counter market. 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 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 January 2, 2001, there were about 114 record holders of the
company's 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.


<PAGE>

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

PLAN OF OPERATIONS.

     New Paradigm was only recently incorporated on October 1, 1999, is a
small start up company that only recently commenced active business
operations, has not yet generated any revenues from operation 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 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.  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. Management's plan of operation for
the next twelve months is to use funds generated from sale of shares in this
offering to provide initial working capital for the operation of the proposed
business. New Paradigm will use the proceeds of this offering to purchase
computer and recording equipment that will enable it to handle recording,
editing and other production on a limited basis in house; for the initial
production run of approximately 1000 to 3000 copies of the first series of
compact discs; for advertising and marketing; and to provide general working
capital to meet other operating expenses during the start up period of
operations until New Paradigm is able to generate revenues from operations to
cover expenses. We have not determined how long existing capital can satisfy
any cash requirements, but with the offering successfully completed having
raised at least the minimum offering amount, we do not presently anticipate
that we will have to raise additional funds within the next twelve months.
Instead, since less than the entire offering amount was raised, New Paradigm
will reduce as necessary the initial production run of the first series of
compact discs, reduce the advertising and marketing budget, and reduce the
amount of computer and recording equipment purchased initially, which will
limit the extent it can handle recording, editing and other production on an
in house basis.

     New Paradigm was formed to produce and market compact discs, cassette
and video tapes, and books with a basic theme of self improvement.  The
initial product will be meditation enhancing music.  In the event the proposed
business is unsuccessful, 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.

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS.













                 NEW PARADIGM PRODUCTIONS, INC.

                      FINANCIAL STATEMENTS

                        DECEMBER 31, 2000




















<PAGE>






                 NEW PARADIGM PRODUCTIONS, INC.




                            CONTENTS

                                                          PAGE

          Independent Auditors' Report                      1


          Balance Sheet, December 31, 2000                  2


          Statements of Operations, for the year ended
            December 31, 2000 and from inception on
            October 1, 1999 through December 31, 1999
            and 2000                                        3


          Statement of Stockholders' Equity, from the
            date of inception on October 1, 1999
            through December 31, 2000                       4


          Statements of Cash Flows, for the year ended
            December 31, 2000 and from inception on
            October 1, 1999 through December 31, 1999
            and 2000                                        5

          Notes to Financial Statements                 6 - 9




<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,
2000,  and  the  related statements of operations,  stockholders'
equity  and cash flows for the year ended December 31,  2000  and
for  the  periods  from  inception on  October  1,  1999  through
December 31, 1999 and 2000.  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.  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,  2000,  and  the
results  of its operations and its cash flows for the year  ended
December  31, 2000 and for the periods from inception on  October
1,  1999  through December 31, 1999 and 2000, in conformity  with
generally accepted accounting principles.

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  inception  and has not yet established  profitable
operations,  raising  substantial  doubt  about  its  ability  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.



/S/PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.

January 7, 2001
Salt Lake City, Utah

1
<PAGE>



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

                          BALANCE SHEET

                             ASSETS


                                                      December 31,
                                                          2000
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $   57,963
  Accounts receivable                                         204
  Inventory                                                 1,097
                                                      ___________
        Total Current Assets                               59,264
                                                      ___________

EQUIPMENT, net                                              2,817
                                                      ___________
                                                       $   62,081
                                                      ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $      438
  Advance from shareholder                                 10,000
  Accrued payroll and payroll taxes                         4,917
                                                      ___________
        Total Current Liabilities                          15,355
                                                      ___________

STOCKHOLDERS' EQUITY:
  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                          103,832
  Deficit accumulated during the
    development stage                                    (58,183)
                                                      ___________
        Total Stockholders' Equity                         46,726
                                                      ___________
                                                       $   62,081
                                                      ___________




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

2
<PAGE>


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

                    STATEMENTS OF OPERATIONS



                                                 From Inception
                                                 on October 1,
                                     For the      1999 Through
                                    Year Ended    December 31,
                                   December 31,__________________
                                       2000      1999      2000
                                    __________ ________  ________

REVENUE                             $    3,885  $     -  $  3,885

COST OF GOODS SOLD                         481        -       481
                                    __________ ________  ________

GROSS PROFIT                             3,404        -     3,404

EXPENSES:
  General, Selling and
    Administrative                      58,934    2,653    61,587
                                    __________ ________  ________

LOSS BEFORE INCOME TAXES              (55,530)  (2,653)  (58,183)

CURRENT TAX EXPENSE                          -        -         -

DEFERRED TAX EXPENSE                         -        -         -
                                    __________ ________  ________

NET LOSS                            $ (55,530) $ (2,653) $(58,183)
                                    __________ ________  ________

LOSS PER COMMON SHARE               $    (.06) $   (.00) $   (.06)
                                    __________ ________  ________












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

3
<PAGE>


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

                STATEMENT OF STOCKHOLDERS' EQUITY

          FROM THE DATE OF INCEPTION ON OCTOBER 1, 1999

                    THROUGH DECEMBER 31, 2000

                                                           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
 common stock
 for cash,
 October 1,
 1999 at
 $.0056
 per share       -       -   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,
 January and
 February
 2000,at
 $.35 per
 share           -       -    100,000     100     34,900

Issuance of
 77,000 shares
 of common
 stock for
 cash, at
 $1.00 per
 share,
 November
 and December
 2000, net
 of stock
 offering
 costs of
 $12,091         -       -     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)
          ________ ________ _________ _______ __________ __________













  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

                                                   From Inception
                                                    on October 1,
                                       For the      1999 Through
                                      Year Ended    December 31,
                                      December 31, ________________
                                         2000       1999     2000
                                      ___________  _______ ________
Cash Flows From Operating Activities:
  Net loss                            $   (55,530) $(2,653)$(58,183)
  Adjustments to reconcile net loss
    to net cash used by operating
    activities:
     Depreciation expense                     419        -      419
     Change in assets and liabilities:
       (Increase) in accounts receivable     (204)       -     (204)
       (Increase) in inventory             (1,097)       -   (1,097)
       Increase in accounts payable           438        -      438
       Increase in advances from
         shareholder                       10,000        -   10,000
       Increase in accrued payroll and
         taxes                              4,917        -    4,917
                                      ___________  _______ ________
          Net Cash (Used) by Operating
            Activities                    (41,057)  (2,653) (43,710)
                                      ___________  _______ ________
Cash Flows From Investing Activities
  Purchase of equipment                    (3,236)       -   (3,236)
                                      ___________  _______ ________
          Net Cash Provided by Investing
            Activities                     (3,236)       -   (3,236)
                                      ___________  _______ ________
Cash Flows From Financing Activities:
  Proceeds from common stock issuance      112,000   5,000  117,000
  Stock offering costs                     (12,091)      -  (12,091)
                                      ___________  _______ ________
          Net Cash Provided by Financing
            Activities                     99,909    5,000  104,909
                                      ___________  _______ ________
Net Increase in Cash                       55,616    2,347   57,963

Cash at Beginning of Period                 2,347        -        -
                                      ___________  _______ ________
Cash at End of Period                 $    57,963  $ 2,347 $ 57,963
                                      ___________  _______ ________

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 year ended December 31, 2000:
     None
  For the period ended December 31, 1999:
     None
  The accompanying notes are an integral part of this financial
                           statement.



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  has  not  yet
  generated   significant  revenues  from  its  planned   principal
  operations  and  is  considered a development  stage  company  as
  defined in the Statement of Financial Accounting Standards (SFAS)
  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.

  Inventory  -  Inventories are stated at  the  lower  of  cost  or
  market.   Cost is determined on a first-in first-out method  [See
  Note 2].

  Property, Plant and Equipment - Property, plant 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 3].

  Organization Costs - The Company expensed organization  costs  of
  $885, which reflect amounts expended to organize the Company.

  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, "Earning Per Share" [See Note 8].

  Cash  and  Cash  Equivalents  - For  purposes  of  the  financial
  statements,   the  Company  considers  all  highly  liquid   debt
  investments purchased with a maturity of three months or less  to
  be cash equivalents.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles 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.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards (SFAS) No. 136, "Transfers of Assets  to  a
  not  for  profit organization or charitable trust that raises  or
  holds  contributions for others", SFAS No. 137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective  date of FASB Statement No. 133 (an amendment  of  FASB
  Statement  No.  133.),",  SFAS No. 138  "Accounting  for  Certain
  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS  No.
  53  and  Amendment to SFAS No 63, 89 and 21", and SFAS  No.  140,
  "Accounting  to  Transfer and Servicing of Financial  Assets  and
  Extinguishment  of Liabilities", were recently  issued  SFAS  No.
  136,  137, 138, 139 and 140 have no current applicability to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

  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 $15,298 in  advertising
  costs during the year ended December 31, 2000.

6
<PAGE>


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

                  NOTES TO FINANCIAL STATEMENTS


NOTE 2 - INVENTORY

  Inventory consists of the following:
                                  December 31, 2000
                                   ________________
         Finished Goods                $ 1,097

NOTE 3 - EQUIPMENT

  Property and equipment consists of the following:

                                                       December 31,
                                                           2000
                                                       __________
         Office equipment                               $  3,236

         Less:  Accumulated Depreciation                     419
                                                       __________
            Net Equipment                               $  2,817
                                                      ___________

  Depreciation  expense for the year ended December  31,  2000  was
  $419.

NOTE 4 - CAPITAL STOCK

  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  raised  $35,000
  through  the sale of 100,000 shares of its previously authorized,
  but  unissued  common  stock  in a private  placement  ($.35  per
  share).

  Public  Offering  of  Common Stock - The Company  made  a  public
  offering  of  100,000  shares of its  previously  authorized  but
  unissued common stock.  A total of 77,000 shares were sold  prior
  to  the  close of the offering.  Total proceeds received amounted
  to  $77,000.  The Company filed a registration statement on  Form
  SB-2 with the United States Securities and Exchange Commission in
  accordance  with  the  Securities Act of  1933  as  amended.   An
  offering  price of $1.00 per share was arbitrarily determined  by
  the Company.  The offering was managed by the Company without any
  underwriter.  The shares were offered and sold by an  officer  of
  the   Company,  who  received  no  sales  commissions  or   other
  compensation  in  connection  with  the  offering,   except   for
  reimbursement  of  expenses actually incurred on  behalf  of  the
  Company  in  connection with the offering. Stock  offering  costs
  totaling $12,091 were deferred and netted against the proceeds of
  the stock offering.

  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, 2000.


7
<PAGE>


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

                  NOTES TO FINANCIAL STATEMENTS


NOTE 5 - 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, 2000, the Company
  has   available   unused   operating   loss   carryforwards    of
  approximately  $58,000,  which  may  be  applied  against  future
  taxable income and which expire in 2020.

  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 $19,700 as of December 31, 2000, with an
  offsetting valuation allowance at December 31, 2000 of  the  same
  amount  resulting  in  a  change in the  valuation  allowance  of
  approximately $18,800 for the year ended December 31, 2000

NOTE 6 - RELATED PARTY TRANSACTIONS

  Office  Space - Prior to March 1999, the Company did not  have  a
  need to rent office space.  An officer/shareholder of the Company
  allowed  the  Company  to use her home as a mailing  address,  as
  needed,  at no expense to the Company.  However, the Company  has
  agreed  to  pay  rent of $333 per month, to  an  officer  of  the
  Company, beginning on March 16, 2000.  The Company expensed  rent
  of $3,764 for the year ended December 31, 2000.

  Management  Compensation  - The Company  has  entered  in  to  an
  agreement with an officer to pay compensation of $2,000 per month
  beginning on March 17, 2000.  As of December 31, 2000, the  total
  amount paid to this officer was $19,000.

  Advance From Shareholder - During September 2000 a shareholder of
  the  Company advanced the Company $10,000 on a non-interest basis
  to assist with working capital needs.

NOTE 7 - GOING CONCERN

  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.   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 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.

8
<PAGE>


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

                  NOTES TO FINANCIAL STATEMENTS


NOTE 8 - LOSS PER SHARE

  The  following data show the amounts used in computing  loss  per
  share for the periods ended December 31, 2000:

                                                 From Inception
                                                  on October 1,
                                    For the       1999 Through
                                   Year Ended     December 31,
                                  December 31, ___________________
                                      2000        1999     2000
                                 _____________ _________ _________
    Loss from continuing
    operations available to
    common shareholders
    (numerator)                  $     (55,530)$  (2,653)$ (58,183)
                                 _____________ _________ _________
    Weighted average number
    of common shares outstanding
    used in computing loss per
    share for the period
    (denominator)                      998,019   900,000   978,501
                                 _____________ _________ _________

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


9
<PAGE>


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.


<PAGE>

                               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   37  Since inception  President &
                                      Secretary/Treasurer
</TABLE>

     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 been an entrepreneur for 17 years. She has
conducted meditation workshops and retreats since 1991, has studied the
various forms of meditation for 15 years and has been a musician for 24 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

<PAGE>

     (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  The Issuer is not subject
to Section 16(a).

ITEM 10.  EXECUTIVE COMPENSATION.

     New Paradigm paid $19,000 in cash compensation to its executive officer
and director during its most recent fiscal year. 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 being compensated with a salary
of two thousand dollars per month for her service. This salary commenced March
17, 2000 and may be reviewed after several months of service.  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 OwnershipClass
<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       95,000 shares    8.8%
717 Pine Creek Lane
Naples, FL 34108

All officers and           Common      150,000 shares    14%
directors
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.  See "Certain
Transactions."

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
<PAGE>

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 be available to New Paradigm on such a basis for any specific
length of time. New Paradigm will pay rent of $334 per month for the use of
such facilities, and will pay for or reimburse Ms. St. Clair for any
additional out of pocket costs incurred.

     New Paradigm has no formal written employment agreement or other
contracts with its President, but agreed  to pay compensation of $2,000 per
month beginning March 17, 2000. 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 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.

                               PART IV

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, 2000.

<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:   January 30, 2001
     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 the
dates indicated.



By:      /s/ Jody St. Clair                  Date:    January 30, 2001
     Jody St. Clair, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer




<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.