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, 2001    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


    (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)                            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.  $        5,701.00

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,
2001: 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 records, edits, and
reproduces music for meditation. Using voice instrumentation, synthesizer and
high-tech software, New Paradigm is  attempting 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 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
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.

<PAGE>

     Different combinations of sounds are being recorded to create a
meditative musical experience. The first disc 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 is
personal growth through holistic health practices like meditation.  In
addition to compact discs, New Paradigm will have for purchase items that
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 acquires 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 primarily is 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,
96% ordered items by phone or mail and the average

<PAGE>

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 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 is an on-line catalogue of products available from New Paradigm.
Besides products for sale, this site includes information on upcoming CD's
available 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 appropriate links to other sites and 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 $333 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. New Paradigm may lease
commercial office facilities at such time in the future as 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 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

     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.

<PAGE>

     (B)  HOLDERS.

     As of April 10, 2002, there were about 95 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.


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, only recently commenced active business operations, 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. 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.

<PAGE>

     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.

     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.

<PAGE>

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

Jody St. Clair     38    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 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.

<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT  The Issuer is not subject
to Section 16(a).

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.

                      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 2001 $15,000
CEO            2000 $19,000
               1999  -0-
</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
presently being compensated with a salary of one thousand dollars per month
for her service. This salary 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 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

<PAGE>

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 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 beginning March 17, 2000, agreed  to pay
compensation of $2,000 per month, which was reduced to $1,000 per month as of
June 1, 2001. 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.

                               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, 2001.

<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:   April 10, 2002
     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:    April 10, 2002
     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.

<PAGE>











                      NEW PARADIGM PRODUCTIONS, INC.

                           FINANCIAL STATEMENTS

                             DECEMBER 31, 2001
























<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.




                                 CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                      1


        -  Balance Sheet, December 31, 2001                  2


        -  Statements of Operations, for the
            years ended December 31, 2001 and
            2000 and from inception on
            October 1, 1999 through
            December 31, 2001                                3


        -  Statement of Stockholders' Equity,
            from the date of inception on
            October 1, 1999 through
            December 31, 2001                                4


        -  Statements of Cash Flows, for the
            years ended December 31, 2001 and
            2000 and from inception on
            October 1, 1999 through
            December 31, 2001                                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, 2001,  and
the  related statements of operations, stockholders' equity and cash flows
for  the  years  ended December 31, 2001and 2000 and for the  period  from
inception  on October 1, 1999 through December 31, 2001.  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, 2001, and the results of its operations and  its
cash  flows  for the years ended December 31, 2001 and 2000  and  for  the
period  from  inception on October 1, 1999 through December 31,  2001,  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. Further the Company may not
have adequate working capital. These factors rasie 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 17, 2002
Salt Lake City, Utah

<PAGE>

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

                               BALANCE SHEET

                                  ASSETS


                                                      December 31,
                                                          2001
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $   12,399
  Inventory                                                 2,762
                                                      ___________
        Total Current Assets                               15,161
                                                     ____________

EQUIPMENT, net                                              2,169
                                                     ____________
                                                       $   17,330
                                                     ____________

                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $    1,375
  Advance from shareholder                                 10,000
  Accrued payroll and payroll taxes                         1,249
                                                      ___________
        Total Current Liabilities                          12,624
                                                      ___________

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                                    (100,203)
                                                      ___________
        Total Stockholders' Equity                          4,706
                                                      ___________
                                                       $   17,330
                                                     ____________





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

                                -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,
                                       2001      2000      2001
                                     ________  ________  ________

REVENUE                               $ 5,701  $  3,885  $  9,586

COST OF GOODS SOLD                      1,107       481     1,588
                                     ________  ________  ________
GROSS PROFIT                            4,594     3,404     7,998

EXPENSES:
  General, Selling and
    Administrative                     46,614    58,934   108,201
                                     ________  ________  ________

LOSS BEFORE INCOME TAXES             (42,020)  (55,530) (100,203)

CURRENT TAX EXPENSE                         -         -         -

DEFERRED TAX EXPENSE                        -         -         -
                                     ________  ________  ________

NET LOSS                            $(42,020) $(55,530) $(100,203)
                                     ________  ________  ________

LOSS PER COMMON SHARE               $   (.04) $   (.06) $   (.10)
                                     ________  ________  ________














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

               FROM THE DATE OF INCEPTION ON OCTOBER 1, 1999

                         THROUGH DECEMBER 31, 2001

                                                                 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)

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








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

                                    -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,
                                    2001       2000       2001
                                 ________   ________   _________
Cash Flows From
 Operating Activities:
  Net loss                       $(42,020)  $(55,530)  $(100,203)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
     Depreciation expense             648        419       1,067
     Change in assets and
      liabilities:
       (Increase) decrease
         in accounts receivable       204       (204)          -
       (Increase) in inventory     (1,665)    (1,097)     (2,762)
       Increase in accounts
         payable                      937        438       1,375
       Increase (decrease)
         in accrued expenses       (3,668)     4,917       1,249
                                 ________   ________   _________
          Net Cash (Used) by
           Operating Activities   (45,564)   (51,057)    (99,274)
                                 ________   ________   _________
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     117,000
  Stock offering costs                  -    (12,091)    (12,091)
  Increase in advances
   from shareholder                     -     10,000      10,000
                                 ________   ________   _________
          Net Cash Provided by
           Financing Activities         -    109,909     114,909
                                 ________   ________   _________
Net Increase (decrease) in Cash   (45,564)    55,616      12,399

Cash at Beginning of Period        57,963      2,347           -
                                 ________   ________   _________
Cash at End of Period             $12,399    $57,963    $ 12,399
                                 ________   ________   _________

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, 2001:
     None
  For the period ended December 31, 2000:
     None


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 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].

  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.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset  Retirement  Obligations", and SFAS No.  144,  "Accounting  for  the
  Impairment or Disposal of Long-Lived Assets", were recently issued.   SFAS
  No. 141, 142, 143 and 144 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 $1,879 and $15,298 in advertising
  costs during the year ended December 31, 2001 and 2000.

                                 -6-
<PAGE>

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

                       NOTES TO FINANCIAL STATEMENTS


NOTE 2 - INVENTORY

  Inventory consists of the following at:
                                                       December 31,
                                                           2001
                                                       __________
         Finished goods                                 $  2,762
                                                       __________

  The  Company  has estimated that no allowance for slow moving or  obsolete
  inventory was necessary at December 31, 2001.

NOTE 3 - EQUIPMENT

  Property and equipment consists of the following at:

                                                       December 31,
                                                           2001
                                                       __________
         Office equipment                               $  3,236

         Less:  Accumulated Depreciation                   1,067
                                                       __________
            Net Equipment                               $  2,169
                                                      ___________

  Depreciation  expense for the year ended December 31, 2001  and  2000  was
  $648 and $419, respectively.

NOTE 4 - 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, 2001.

  Common  Stock  -  The Company has authorized 24,000,000 shares  of  common
  stock  with  a  $.001  par value. At December 31, 2001,  the  Company  had
  1,077,000 shares issued and outstanding.

  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).

                                  -7-
<PAGE>

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

                       NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK [Continued]

  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.

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, 2001, the Company has available unused operating loss carryforwards of
  approximately $100,000, 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  $34,000  as  of  December  31,  2001,  with  an  offsetting
  valuation allowance at December 31, 2001 of the same amount resulting in a
  change in the valuation allowance of approximately $14,300 and $18,800 for
  the years ended December 31, 2001 and 2000, respectively.

NOTE 6 - RELATED PARTY TRANSACTIONS

  Office  Space - Prior to March 2000, 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 $4,000 and $3,764 for the years  ended  December
  31, 2001 and 2000, respectively.

  Management  Compensation - The Company has entered into an agreement  with
  an  officer to pay compensation of $2,000 per month beginning on March 17,
  2000.   As  of  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.  For the  years
  ended  December 31, 2001 and 2000, $15,000 and $19,000, were paid  to  the
  officer, respectively. At December 31, 2001, $1,000 was accrued as  unpaid
  compensation.

                                   -8-
<PAGE>

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

                       NOTES TO FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY TRANSACTIONS [Continued]

  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. Further, the  Company  may  not  have
  adequate  working capital to achieve 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  loans  or
  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 8 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  for
  the periods ended December 31, 2001:
                                        For the      From Inception
                                      Year Ended      on October 1,
                                   December 31, 1999     Through
                                   __________________  December 31,
                                     2001       2000      2001
                                   ________  ________  __________
    Loss from continuing
    operations available
    to common shareholders
    (numerator)                    $(42,020) $(55,530)  $(100,203)
                                   ________  ________  __________
    Weighted average number
    of common shares
    outstanding used in
    computing loss per
    share for the period
   (denominator)                  1,077,000   998,019   1,022,238
                                   ________  ________  __________

  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>