SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended February 28, 2001

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission File No.:  0-26475

                            Orange Productions, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

Florida                                                           65-0844436
------------------------------                              -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

222 Lakeview Avenue, Suite 113
West Palm Beach, FL                                                33401
---------------------------------------                     -------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number:  (404) 321-1192

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class                               Name of each exchange
                                                      on which registered
          None
-----------------------------                         -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                                (Title of class)
                               -------------------

Copies of Communications Sent to:
                                        Mintmire & Associates
                                        265 Sunrise Avenue, Suite 204
                                        Palm Beach, FL 33480
                                   Tel: (561) 832-5696 Fax: (561) 659-5371


<PAGE>



     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                     Yes  X               No
                        -----               -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

           State registrant's revenues for its most recent fiscal year. $0.00

     Of the  2,054,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of February 28, 2001,  403,500 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.



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PART I

Item 1. Description of Business

           Business Development

     Orange  Productions,  Inc.  (hereinafter  referred to as the  "Company"  or
"OPI") was organized under the laws of the State of Florida on May 20, 1998. The
Company was organized by Mr. Sam Peroulas, the executive officer and director of
the  Company,  for the purpose of  providing  graphic  arts  services for use in
educational  textbooks,  medical journals,  anatomical charts, patient education
materials  and in the courtroom to clarify  medical  evidence for a jury. It may
also be used in other settings such as advertisements.  The Company's  executive
offices are  presently  located at 277  Lakeview  Avenue,  Suite 113,  West Palm
Beach, Florida 33401 and its telephone number is (404) 321-1192.

     The Company  generally  has been  inactive,  having  conducted  no business
operations  except   organizational   and  fund  raising  activities  since  its
inception.

     In May 1998, the Company issued 1,650,500 shares of its Common Stock to Sam
Peroulas,  the current President and Treasurer of the Company,  as consideration
and in exchange for services in connection  with the  organization of OPI, which
services  were  valued at a total of  $165.00.  For such  offering,  the Company
relied upon Section 4(2) of the  Securities Act of 1933, as amended (the "Act"),
Rule 506 of  Regulation  D  promulgated  thereunder  ("Rule  506")  and  Section
10-5-9(13) of the Georgia Code.

     In May, June and  September  1998,  the Company sold 403,500  shares of its
Common Stock to nineteen  (19)  investors  for a total of $20,175.  These shares
included a total of 114,500  shares to  Mintmire &  Associates  (Counsel  to the
Company)  through the 100% sole ownership of the common stock of another company
that has invested in the Company.  For such  offering,  the Company  relied upon
Section 3(b) of the Act, Rule 504 of Regulation D promulgated  thereunder ("Rule
504"),  Section  10-5-9(13) of the Georgia Code and Section  517.061(11)  of the
Florida Code.

     In October  2000,  the  Company  executed  a Loan  Agreement  with  Capital
Consultants,  Inc. ("Capital "), as Lender, whereby Capital agreed to make loans
to the Company of up to $1,000,000 in installments  during the period commencing
with the  effective  date of the Form S-3  registration  statement and ending on
December  31,  2003  (the  "Capital  Loan  Commitment").  Under the terms of the
Capital Loan Commitment, each installment is supported by a convertible note and
security agreement.  Further, 2,000,000 shares are held by Capital in escrow for
the potential  conversion of the notes. The Company granted Capital registration
rights  and is  obligated  to file a Form  S-3  within  sixty  (60)  days of the
agreement covering initially  2,000,000 shares of its Common Stock. The issuance
of the securities was made pursuant to Regulation D of the Act. The Capital Loan
Commitment, once interest payments begin to accrue, will increase both the short
or long term debt of the Company. With the Capital Loan Commitment it will incur
future interest expenses. The Capital Loan Commitment,  if fully converted, will
dilute the interest of existing shareholders and

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in the event additional  equity is raised,  management may be required to dilute
the interest of existing shareholders further or forgo a substantial interest in
revenues,  if any.  In the event that the  Company  is  successful  in  securing
additional  debt  financing,  the amount of such  financing,  depending upon its
terms, would increase either the short or long term debt of the Company or both.

     The Company  filed a Form 3  Registration  Statement  publicly  registering
2,000,000  shares of of Common Stock  pursuant to Rule 415 under the  Securities
Act of 1933 on November 1, 2000. The Form S -3 Registration  Statement was filed
with the SEC in accordance with the '33 Act and became effective on November 20,
2000. The proceeds of the offering are expected to be used to continue  business
operations  and expand the scope of the  business  with  particular  emphasis on
enhancing the Company's credit lines.

     The ability of the Company to continue as a going concern is dependent upon
the availability of obtaining additional capital and financing.


Business of Registrant

General

     Since its  inception,  the Company  has  conducted  no business  operations
except  for  organizational  activities  and an  offering  of its  Common  Stock
pursuant to which it has  received  gross  offering  proceeds in the amount of $
20,340. Further, the Company has had no employees since its organization.  It is
anticipated that the Company's sole executive  officer and director will receive
a  reasonable  salary  for  services  as  executive  officer at such time as the
Company commences business operations. This individual will devote such time and
effort as may be necessary to participate  in the  day-to-day  management of the
Company.

     The following discussion of the graphic arts services market, as it relates
to the Company's business objectives, is of course pertinent only if the Company
is successful in obtaining  sufficient debt and/or equity  financing to commence
operations and, in addition  thereto,  is able to generate  significant  profits
from  operations  (which are not  expected  in the  foreseeable  future)  and/or
additional financing to continue in business and/or fund the anticipated growth,
assuming OPI's proposed  business is successful.  There can be no assurance such
financing  can be  obtained  or that the  Company's  proposed  business  will be
successful.

     The  Company  will  create  high  quality  images  for a  wide  variety  of
applications.  It intends to specialize,  however in medical  illustration.  The
Company expects that its artwork will be used in educational textbooks,  medical
journals, anatomical charts, patient education materials and in the courtroom to
clarify medical  evidence for a jury. It may also be used in other settings such
as advertisements.

     The Company intends to retain the copyright to the artwork it creates,  and
to  therefore  reuse  images  in other  projects.  This  will  potentially  save
consumers the time and expense of regenerating

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images which the Company has already been previously  hired to create.  In fact,
after time,  the Company  hopes to  accumulate a  significant  library of images
previously created by the Company. Upon doing so, the Company plans to advertise
its existing library of graphic images in the hopes of attracting new clients to
the Company.

     The  Company  also plans to provide  such  other  services  as: a) web page
design  including:   layout,   design  and  animation,   technical  and  product
illustration; b) image compositing and retouching; and c) photo manipulation for
special  effects,  particularly in advertising.  In addition,  the Company plans
graphic design, such as brochures, logo design and textbook layout.

           To produce the artwork, the Company will generally work digitally,
using the most current versions of Adobe Photoshop and Illustrator, and Quark
XPress. These software programs offer the advantage of not having to scan
artwork for placement into a layout application.

     The Company will also work  traditionally,  in pen and ink,  watercolor and
colored pencil.

Business Strategy

     The  Company  intends  to  initially  prospect  graphic  arts  services  to
consumers in the Atlanta,  Georgia area,  then  enlarging to the entire State of
Georgia and  thereafter in selected  areas  nationwide.  The Company plans to be
able to  provide a full  spectrum  of graphic  arts  services  for its  clients.
Graphic arts work will be made  available to newspapers and magazines as well as
to individual consumers.

     At the inception of  operations,  the Company is expected to, and currently
does, operate out of a facility owned by Mr. Peroulas.

     Mr.  Peroulas  is expected  to find  clients  for the  Company  through his
business contacts in the graphic arts industry.

     Mr. Peroulas has already begun to solicit clients for the Company, although
no clients  have hired the Company to perform  services to date.  The Company is
prepared to render  graphics  arts services  upon  engagement  by a client.  The
Company will utilize the equipment  necessary to render such  services  owned by
Mr. Peroulas.

     In the event the Company  requires  additional  capital to fund its initial
operations, Mr. Peroulas has committed to loan the Company such funds until such
time as  additional  capital  becomes  available  to the  Company.  This  verbal
commitment by Mr. Peroulas includes the cost of '34 Act compliance.

     Due to  the  limited  capital  currently  available  to  the  Company,  the
principal  risks  during this phase are that the  Company is entirely  dependent
upon Mr. Peroulas' efforts to bring potential clients to the Company, to provide
the services on behalf of the Company and to fund operations  until such time as
the Company can employ more persons and support its operations financially.

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     To launch the Company into the  operational  stage,  the Company intends to
initiate  a  self-  directed  private  placement  under  Rule  506 to  raise  an
additional  $100,000.  In the event such  placement is  successful,  the Company
believes  that it will have  sufficient  operating  capital to meet its  initial
plans to operate in the  Atlanta,  Georgia  area and also to pay  administrative
operating costs for a period of approximately six (6) months.

     Even if the Company is successful at raising additional money and therefore
becoming fully operational, there can be no assurance that the implementation of
its plan will  increase the number of  potential  customers.  By  launching  its
operations, the Company may face unforeseen costs associated with entry into the
business.  The Company will still be largely dependent upon Mr. Peroulas to find
suitable  clients on a profitable and timely basis.  Additionally,  Mr. Peroulas
may have a conflict  between the time demands of an  expanding  business and the
time  requirements  of his  existing  business.  Although  the Company  believes
$100,000 is sufficient to cover operations for the projected  period,  there can
be no assurance that such funding can cover the additional risks associated with
operations.

Extended Plans

     If the Company is able to generate  enough revenue during the initial phase
to support the initial business in Atlanta,  Georgia,  the Company plans to open
one (1)  additional  office each quarter  until such time as it has four (4) new
offices  (five (5) total)  operating.  The Company  estimates  that  $500,000 in
annual  revenues must be achieved by the initial  office to justify the four (4)
additional  office  openings.  The Company  intends to open the first  expansion
office outside Atlanta,  Georgia, in other metropolitan areas in Georgia,  since
Mr. Peroulas is familiar with the business environment there.

     The Company further anticipates that it will require an additional $100,000
to  fund  one  (1)  year  of  operations  at  this  second  location,  including
acquisition of office space, equipment and wages for clerical staff. The Company
also  believes  that Mr.  Peroulas  will be capable  of  managing  the  Atlanta,
Georgia,  operation  at this  time,  while a third  party will  oversee  any new
location.  To fund the  expansion  to a second  office,  the Company  intends to
initiate  another  self-directed  Rule 506  offering to raise  $100,000.  If the
Company is not successful in raising such additional funds, the Company believes
that it will  not be able to  operate  a  second  location  without  creating  a
financial  drain on the first  location and will  therefore  not open the second
location.  Even if it is successful,  there can be no assurance that the Company
will  achieve  any  acceptance  in the  marketplace  and  may  not  establish  a
sufficient client base to make the venture viable.

     During the first quarter in which the second office  location is operating,
the Company  intends to seek funding  through an  additional  Rule 506 offering,
seeking an  additional  $200,000.  Such funds will be utilized to open the third
and  fourth  offices  during  the next two (2)  quarters.  While  office  space,
clerical help, equipment costs and operations for a six (6) month period are not
anticipated  to exceed  $100,000  per  office,  the  Company  believes  that Mr.
Peroulas may have to lend money to these expanded locations as well to help fund
operations.  It is the Company's  belief that Mr. Peroulas will begin to receive
an annual salary and that advertising and promotional costs will be

                                        6

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increased  upon the  expansion,  in order to  increase  the  accessability  to a
broader range of potential  clients.  Also, to be competitive with others in the
industry,  the Company plans to implement some type of employee benefit program.
The Company believes that the additional  $100,000 of the planned  offering,  in
addition to anticipated  revenues  should be sufficient to cover these increased
costs.  The  Company  plans to open its third  and  fourth  offices  immediately
contiguous to Atlanta,  Georgia.  The Company  believes  that by covering  these
contiguous  counties in Georgia,  that it will have access to a broader range of
potential  clients.  Further,  it believes  that  operations  in the  contiguous
counties  and in Atlanta,  Georgia,  will lead to  economies of scale which will
increase the potential  profitability of the Company. Areas in which the Company
believes  it will  have the  benefit  of the  greatest  economies  of scale  are
advertising, expenses and the availability of a larger market.

     The principal risks of these expanded  operations would be unforeseen costs
associated with entry into the expanded market,  increased costs associated with
a larger  geographic area of coverage and additional  clerical  employee related
claims associated with a larger support staff, inability to establish a presence
in  the  expanded  market  place,   increased  competition  and  increased  risk
associated with the lapse between costs associated with the additional locations
and the receipt of the stream of cash flows related to each location. Should the
Company  incur any large  liabilities  because  of its  operations,  which  risk
increases as the Company's  geographic coverage expands,  such liabilities could
have a substantially  detrimental affect upon the Company's financial condition.
Further,  should the Company be unable to secure the financing  required for the
additional expansion,  the anticipated revenues from a reduced operation,  while
potentially  able to meet the operating  needs of the Company,  would impede the
likelihood  of  incremental  revenue  increases  necessary  for  the  long  term
financial success of the Company.

     The Company plans to closely  monitor its  operations in the new locations.
Even if they have been  successful  in securing the  necessary  financing and if
even if each of the  operations  is capable of  sustaining  itself,  the Company
intends to seek additional  financing  through the offering of additional equity
securities  of  Rule  506,   conventional   bank   financing,   small   business
administration financing,  venture capital or the private placement of corporate
debt for a total of approximately  $1,000,000.  These additional  monies will be
used to  further  expansion  efforts  both at sites  already  in  existence  and
possibly to expand to new sites, should the Company deem it in the best interest
of the Company.  There can be no assurance that any of these  financing  sources
will be  available  to the  Company.  If the  Company  plan  to seek  additional
financing is successful,  the Company intends to open  additional  offices which
compliment the Atlanta, Georgia and contiguous operations, and to add a regional
manager to oversee these additional  operations.  The Company believes that such
expansion will achieve similar economies of scale as those which are anticipated
by the initial locations. Further, the Company believes that such expansion will
place the Company in a position to be a major force in the industry in the State
of Georgia.  If such expansion is implemented,  Mr. Peroulas  believes that they
will be able to oversee the operation with the addition of the regional manager.

     The Company has not, to date,  sought debt financing.  The Company believes
that any  qualified  venture  capital firm would require the Company to be fully
reporting prior to such financing. Once the Company becomes fully reporting, the
Company intends to seek out funds from

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licensed  venture  capital  firms  and to  negotiate  terms  which  will fit the
financial  capabilities  and plans of the  Company.  The  Company  also does not
intend to seek  debt  financing  until  such  time as it has  several  locations
operating  successfully.  This is based  upon the belief  that it can  negotiate
appropriate  placement and repayment terms for such borrowings.  However,  there
can be no  assurance  that such funds will be  available  to the Company or that
suitable terms which are most advantageous to the Company can be negotiated.  In
addition,  the Company does not, at this time,  anticipate  that it will require
substantial leverage to fund the expanded operations.  However, in the event the
Company  did  receive  debt  financing  and  in the  event  the  Company  is not
successful  in  sustaining  operations or meeting such debt and defaulted in its
payments on the debt, then such debt financing might result in foreclosure  upon
the Company's assets to the detriment of its shareholders.

Although the Company is authorized to borrow  funds,  as discussed,  it does not
intend to do so until such time as it becomes  fully  reporting  and  expands to
additional locations.  At such time as the Company seeks borrowed funds, it does
not intend to use the proceeds to make payments to the  Company's  promoters (if
any),  management  (except as  reasonable  salaries,  benefits  and to reimburse
out-of-pocket  expenses) or their respective  affiliates or associates,  if any.
The Company  has no present  intention  to acquire any assets or other  property
owned by any promoter,  management or their respective  affiliates or associates
or to  acquire  or merge  with a  business  or  company  in which the  Company's
promoters,  management or their respective  affiliates or associates directly or
indirectly  have an ownership  interest.  Although there is no present  intended
related party transaction, in the event such transaction is effected, the matter
will be disclosed  to the  security  holders in  compliance  with its  reporting
requirements.

     There  are  no   arrangements,   agreements   or   understandings   between
non-management   shareholders   and   management   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of the Company's  affairs.  There are no arrangements,  agreements or
understandings  under which  non-management  shareholders  will  exercise  their
voting rights to continue to elect the current  directors to the Company's Board
of Directors.

     In the event the Company is successful in securing the additional financing
for its expansion  plans,  it may seek the  acquisition  of companies in related
businesses  which the Company  believes  will  compliment  its overall  strategy
inside and outside of the State of Georgia.  The Company would seek acquisitions
of related  companies in order to expand its operations to eventually  encompass
the entire United States.  At such time as the Company enters the market outside
the State of  Georgia,  the Company  will be required to comply with  applicable
state regulations regarding such entities.

     Such increased expansion may greatly increase the risks associated with the
Company's operations. The Company will continue to be dependent upon obtaining a
sufficient client base which possesses an adequate number of consumer contracts.
Increased  operations and expansion into other geographical areas may expose the
Company  to  the  potential  for   unfavorable   interpretation   of  government
regulations.  In addition,  the larger the  geographic  market,  the greater the
chance of increased support staff costs. Furthermore,  expansion will expose the
Company to additional  competition from larger and more established  firms, many
of whom have  greater  resources  than the  Company.  Also,  the Company will be
required to pay wages to a larger support staff while still experiencing  delays
in  direct  payments  received  from  the new  receivables.  In  addition,  with
expansion and  implementation  of an employee benefit plan which is necessary in
order to be competitive for qualified employees,  in the event such plan were to
be disallowed, loss of qualified

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status  could have an adverse  effect  upon the  Company.  Finally,  as a larger
Company, it could face possible adverse affects from fluctuations in the general
economy and business of its clients.

Sales and Marketing

     The Company plans to market its service and programs  through a combination
of marketing  channels  including  direct  sales and  strategic  alliances.  The
Company  believes  that this  multi-channel  approach  will allow the Company to
quickly  acquire a critical mass of customers,  penetrate a pool of business and
commercial  clients,  develop regional  awareness and ultimately become a market
leader in the  provision  of graphic  arts  services.  Of the two (2)  marketing
channels  intended to be employed by the Company,  direct sales is recognized as
the most common in the industry;  furthermore,  strategic  alliances  have often
been used. Nevertheless,  there can be no assurance that any of these techniques
will be used or will be  successful.  The Company  intends to compete,  assuming
that it is successful in obtaining sufficient financing, with other companies in
its target markets.

     The Company  anticipates that its initial  marketing efforts will be in the
area of direct sales. Good quality presentations and professional follow-up with
consumers will be essential to the Company's  success.  Initially,  Mr. Peroulas
will secure the Company's client base. However,  the Company anticipates that it
will  eventually  employ  qualified  sales  personnel to establish  new customer
accounts. The Company believes that by employing its own sales personnel it will
be able to penetrate additional markets at a minimal cost since sales associates
receive  compensation in the form of commissions  based upon a client's purchase
of the Company's  products.  This commission based  compensation  program should
reduce overhead costs for the Company.

     The  Company's  ability  to  develop  markets  through  the  efforts of Mr.
Peroulas and, eventually a sales force is, of course dependent upon management's
ability  to obtain  necessary  financing,  of which  there can be no  assurance.
Assuming the  availability of adequate  funding,  OPI intends to stay abreast of
changes in the marketplace by ensuring that it remain in the field where clients
and competitors can be observed firsthand.

     The Company  will attempt to maintain  diversity  within its client base in
order to decrease  its exposure to downturns  or  volatility  in any  particular
industry.  As part of this client  selection  strategy,  the Company  intends to
offer its  services  to those  clients  which have a  reputation  for  reputable
dealings and, eliminating clients that it believes present a higher credit risk.
Where  feasible,  the Company  will  evaluate  beforehand  each client for their
creditworthiness.

Status of Publicly Announced Products and Services

     Mr. Peroulas has already begun to solicit clients for the Company, although
no clients  have hired the Company to perform  services to date.  The Company is
prepared to render graphics arts services upon engagement by a client.



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Competition

     Graphic Arts Services can involve the simple  printing of stationary to the
major  production  of a  highly  visible  publication  such as a  magazine  or a
newspaper.  The Company is expected to  experience  intense  competition  in the
graphic arts publishing and printing business both on an a consumer market basis
and on a commercial  account basis.  There are a number of smaller  companies as
well as larger  established  companies that compete for graphic arts services in
the  Atlanta,   Georgia,  market.  Many  of  the  larger  companies  are  better
capitalized  that the  Company  and/or  have  greater  personnel  resources  and
technical  expertise.  Some  of the  principal  companies  in the  graphic  arts
business with whom the Company can expect to compete include but are not limited
to the following:  Western Publishing Company, Inc., Greenwich Work Shop, Haddly
House and  Lighthouse  Publishing.  In view of the Company's  extremely  limited
financial  resources,   the  Company  will  be  at  a  significant   competitive
disadvantage as compared to the Company's competitors.

Sources and Availability of Raw Materials

     The computer  hardware  needed to perform  graphic arts  services is widely
available  from  numerous  third  parties  for rent or for sale.  No shortage of
materials is expected in the foreseeable future.  Numerous software products are
also available.

Dependence on one or few customers

     At this time,  the Company has no customers  and therefore no dependence on
any one or few customers.

Research and Development

     The Company  believes that research and development is an important  factor
in its future  growth.  The  Company  expects to  continuously  engage in market
research in order to monitor new market  trends and other  critical  information
deemed  relevant to OPI's  business.  No assurance  can be made that the Company
will have  sufficient  funds to purchase  technological  advances as they become
available.  Additionally,  due to the  rapid  advance  rate at which  technology
advances,  the  Company's  equipment  may be  outdated  quickly,  preventing  or
impeding the Company from realizing its full potential profits.

Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents, copyrights and/or trademarks as appropriate.

     The Company intends to retain the copyright to the artwork it creates,  and
to  therefore  reuse  images  in other  projects.  This  will  potentially  save
consumers  the time and  expense of  regenerating  images  which the Company has
already been previously hired to create.  In fact, after time, the Company hopes
to accumulate a significant library of images previously created by the Company.

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Upon doing so, the Company  plans to advertise  its existing  library of graphic
images in the hopes of attracting new clients to the Company.

Governmental Regulation

     Currently there is no government  regulation of the Company's  business nor
of the Company's products.

State and Local Licensing Requirements

     Currently there are no state or local licensing requirements which apply to
the Company's business or to its products

Effect of Probable Governmental Regulation on the Business

     Currently there is no government regulation of the Company's business.

Cost of Research and Development

     For fiscal year 2001, the Company expended no measurable amount of money on
research  and  development  efforts.  At the  current  time,  none of the  costs
associates  with research and  development  are bourne directly by the customer;
however there is no guarantee that such costs will not be bourne by customers in
the future  and, at the current  time,  the Company  does not know the extent to
which such costs will be bourne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control. The Company is unaware of any bills currently pending in Congress which
could change the application of such laws so that they would affect the Company.

Employees and Consultants

     Mr.  Peroulas,  (the Company's sole  executive  officer and director),  has
served in those  positions  without  compensation  through the date hereof.  Mr.
Peroulas was  compensated,  in the form of shares of the Company's  Common Stock
for  management  services  relating  to the  formation  of the  Company  and for
financial consulting services.

     In May 1998, the Company issued 1,650,500 shares of its Common Stock to Sam
Peroulas,  the current President and Treasurer of the Company,  as consideration
and in exchange for services in connection  with the  organization of OPI, which
services  were  valued at a total of  $165.00.  For such  offering,  the Company
relied upon  Section  4(2) of the Act,  Rule 506 and Section  10-5-9(13)  of the
Georgia Code.


                                       11

<PAGE>



Item 2. Description of Property

     The Company's  headquarters  are at the home of Sam  Peroulas.  Its mailing
address is 222  Lakeview  Avenue,  Suite 113,  West Palm  Beach,  FL 33401.  Its
telephone number is (404) 321-1192.  The Company pays no rent for its space. The
Company owns no real or personal property.

Item 3. Legal Proceedings

     No legal  proceedings  have been initiated either by or against the Company
to date.

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

           No matter was submitted to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise from the Company's inception to
the close of the fiscal year 2000 ended February 29, 2000, covered by this
report.

Item 5. Market for Common Equity and Related Stockholder Matters.

     Shares of the Company's  Common Stock have  previously been registered with
the Securities and Exchange Commission (the "Commission").

     The  Company  is not aware of any  existing  trading  market for its Common
Stock. The Company's Common Stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

     As of February 28, 2001,  there were 20 holders of record of the  Company's
Common Stock.

     As of February 28,  2001,  the Company had  2,054,000  shares of its Common
Stock issued and outstanding, 1,650,500 of which were restricted Rule 144 shares
and 403,500 of which were free-trading. Of the Rule 144 shares, 1,650,500 shares
have been held by affiliates of the Company for more than one (1) year.

Dividend Policy

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis or Plan of Operation

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized any revenues since its inception.  As a result, from inception May 1998
through  February  28,  2001 the  Company  generated  cumulative  net  losses of
$19,291.  Due to the Company's limited operating history and limited  resources,
among other factors, there can be no assurance that profitability or significant
revenues on a quarterly or annual basis will occur in the future.

                                       12

<PAGE>





     If the Company is unable to generate  sufficient revenue from operations to
implement  its  expansion  plans,  management  intends to explore all  available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities offerings.  The Company has set a goal of $500,000
in business revenues in the next twelve (12) months to satisfy cash requirements
and to justify expansion plans.

     Mr. Peroulas, at least initially, will be solely responsible for developing
OPI's business.  However, at such time, if ever, as sufficient operating capital
becomes  available,   management  expects  to  employ  additional  staffing  and
marketing personnel.  In addition, the Company expects to continuously engage in
market research in order to monitor new market trends,  seasonality  factors and
other critical information deemed relevant to OPI's business.

     In addition, at least initially,  the Company intends to operate out of the
home of Mr.  Peroulas.  Thus,  it is not  anticipated  that  OPI  will  lease or
purchase office space in the foreseeable future. OPI may in the future establish
its own facilities  and/or acquire  equipment if the necessary  capital  becomes
available.

Results of Operations - Full Fiscal Years - February 28, 2001 and February 29,
2000

Revenues

     Revenues for the twelve month period ended February 28, 2001 was $0 and for
the twelve (12) month period ended February 29, 2000 was $0.

Operating Expenses

     Operating Expenses for the twelve (12) months ending February 28, 2001 were
$7,169 versus $3,616 for the twelve (12) months  ending  February 29, 2000.  Net
loss was $7,079 and $3,549 respectively. This change resulted from a decrease in
organizational expenses.

Assets and Liabilities

     Total  Assets were $5,209 as of February 28, 2001 and 12,288 as of February
29, 2000. As of February 28, 2001, assets consisted primarily of cash and a loan
receivable  with accrued  interest.  As of February 29, 2000,  assets  consisted
entirely of cash. Liabilities were $4,160 and $4,160 as of February 28, 2001 and
February 29, 2000 respectively.  As of February 28, 2001,  liabilities consisted
primarily of accrued expenses.

Stockholders' Equity

     Stockholders'  equity was $1,049 as of  February  28, 2001 and $8,128 as of
February 29, 2000.  The Company had  2,054,000  and  2,054,000  shares of common
stock issued and outstanding at February 28, 2001 and February 29, 2000.

Financial Condition, Liquidity and Capital Resources

     At February 28, 2001 the Company had cash of $119 as compared to $12,288 on
February 28, 2000.

                                       13

<PAGE>




Item 7. Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated  in their  reports  by  Durland &  Company,  CPAs,  P.A.,  independent
certified  accountants,  and have been  prepared in  accordance  with  generally
accepted accounting  principles and pursuant to Regulation S-B as promulgated by
the Securities  and Exchange  Commission  and are included  herein,  on Page F-1
hereof in response to Part F/S of this Form 10-KSB.

Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

     The Company has used the accounting  firm of Durland & Company,  CPAs, P.A.
since inception.  Their address is 340 Royal Palm Way, Third Floor,  Palm Beach,
FL 33480.


                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report................................................F-2

Balance Sheets..............................................................F-3

Statements of Operations....................................................F-4

Statements of Stockholders' Equity..........................................F-5

Statements of Cash Flows....................................................F-6

Notes to Financial Statements...............................................F-7


































<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Orange Productions, Inc.
Palm Beach, Florida

We have audited the accompanying  balance sheet of Orange  Productions,  Inc., a
development stage enterprise, as of February 28, 2001 and the related statements
of operations,  changes in stockholders' equity and cash flows for the two years
then ended and the period from May 20, 1998  (Inception)  through  February  28,
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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Orange Productions,  Inc. as of
February 28, 2001 and the results of its  operations  and its cash flows for the
two years  then  ended and the  period  from May 20,  1998  (Inception)  through
February 28, 2001 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 5. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.




                                                           /s/ Durland & Company
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
May 11, 2001





                                       F-2

<PAGE>





<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets
                               February 28 and 29,




                                                                                2001            2000
                                                                          ----------------- ---------------
<S>                                                                       <C>               <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                   $             119 $        12,288
   Loan and accrued interest receivable                                               5,090               0
                                                                          ----------------- ---------------

     Total current assets                                                             5,209          12,288
                                                                          ----------------- ---------------

Total Assets                                                              $           5,209 $        12,288
                                                                          ================= ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accrued expenses                                                       $               0 $             0
   Accrued expenses - related party                                                   4,160           4,160
                                                                          ----------------- ---------------

     Total current liabilities                                                        4,160           4,160
                                                                          ----------------- ---------------

Total Liabilities                                                                     4,160           4,160
                                                                          ----------------- ---------------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized 10,000,000 shares:
      none issued                                                                         0               0
   Common stock, $0.0001 par value, authorized 50,000,000 shares:
      2,054,000 issued and outstanding                                                  206             206
   Additional paid-in capital                                                        20,134          20,134
   Deficit accumulated during the development stage                                 (19,291)        (12,212)
                                                                          ----------------- ---------------

     Total Stockholders' Equity                                                       1,049           8,128
                                                                          ----------------- ---------------

Total Liabilities and Stockholders' Equity                                $           5,209 $        12,288
                                                                          ================= ===============
</TABLE>















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


                                       F-3

<PAGE>




<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                         Years Ended February 28 and 29,




                                                                                                  Period from
                                                                                                 May 20, 1998
                                                                                                  (Inception)
                                                                                                    through
                                                                         2001          2000      February 28, 2001
                                                                   --------------- ------------  --------------
<S>                                                                <C>             <C>           <C>
Revenues                                                           $             0 $          0  $            0
                                                                   --------------- ------------  --------------

Expenses
   General and administrative                                                  419          539           1,140
   Consulting fees - related party                                               0            0           1,165
   Professional fees                                                         6,750        2,917          14,167
   Professional fees - related party                                             0          160           3,160
                                                                   --------------- ------------  --------------

        Total expenses                                                       7,169        3,616          19,632
                                                                   --------------- ------------  --------------

Loss from operations                                                        (7,169)      (3,616)        (19,632)

Other income (expense)
    Interest income                                                             90           67             341
                                                                   --------------- ------------  --------------

Net loss                                                           $        (7,079)$     (3,549) $      (19,291)
                                                                   =============== ============  ==============
Net loss per weighted average share, basic                         $         (0.01)$      (0.01)
                                                                   =============== ============
Weighted average number of shares                                        2,054,000    2,054,000
                                                                   =============== ============
</TABLE>











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


                                       F-4

<PAGE>




<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                       Statements of Stockholders' Equity




                                                                                           Deficit
                                                                                          Accumulated
                                                                               Additional  During the       Total
                                        Number of     Preferred   Common     Paid-in      Development    Stockholders'
                                          Shares        Stock     Stock      Capital         Stage          Equity
                                        ------------ ----------- ---------- ------------ -------------- ---------------
<S>                                     <C>          <C>         <C>        <C>          <C>            <C>
BEGINNING BALANCE, May 20, 1998                    0 $         0 $        0 $          0 $            0 $             0

     May 1998 - services ($0.0001/sh)      1,650,500           0        165            0              0             165
     May 1998 - cash ($0.05/sh)                4,000           0          1          199              0             200
     June 1998  - cash ($0.05/sh)             56,000           0          6        2,794              0           2,800
     September 1998 - cash ($0.05/sh)        343,500           0         34       17,141              0          17,175

Net loss                                           0           0          0            0         (8,663)         (8,663)
                                        ------------ ----------- ---------- ------------ -------------- ---------------

BALANCE, February 28, 1999                 2,054,000           0        206       20,134         (8,663)         11,677

Net loss                                           0           0          0            0         (3,549)         (3,549)
                                        ------------ ----------- ---------- ------------ -------------- ---------------

BALANCE, February 29, 2000                 2,054,000           0        206       20,134        (12,212)          8,128

Net loss                                           0           0          0            0         (7,079)         (7,079)
                                        ------------ ----------- ---------- ------------ -------------- ---------------

ENDING BALANCE, February 28, 2001          2,054,000 $         0 $      206 $     20,134 $      (19,291)$         1,049
                                        ============ =========== ========== ============ ============== ===============
</TABLE>
















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


                                       F-5

<PAGE>




<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                         Years Ended February 28 and 29,



                                                                                                Period from
                                                                                                May 20, 1998
                                                                                                 (Inception)
                                                                                                   through
                                                                        2001           2000     February 28, 2001
                                                                     ------------   ----------- ----------------
<S>                                                                  <C>            <C>         <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                             $     (7,079)  $    (3,549)$        (19,291)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                             0             0              165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                    (90)          184              (90)
       Increase (decrease) in accrued expenses                                  0        (4,500)               0
       Increase in accrued expenses - related party                             0           160            4,160
                                                                     ------------   ----------- ----------------
Net cash used by development activities                                    (7,169)       (7,705)         (15,056)
                                                                     ------------   ----------- ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Issuance of loan receivable                                         (5,000)            0          (15,000)
       Repayment of loan receivable                                             0        10,000           10,000
                                                                     ------------   ----------- ----------------
Net cash used by investing activities                                      (5,000)       10,000           (5,000)
                                                                     ------------   ----------- ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                     0             0           20,175
                                                                     ------------   ----------- ----------------

Net cash provided by financing activities                                       0             0           20,175
                                                                     ------------   ----------- ----------------

Net increase (decrease) in cash                                           (12,169)        2,295              119

CASH, beginning of period                                                  12,288         9,993                0
                                                                     ------------   ----------- ----------------

CASH, end of period                                                  $        119   $    12,288 $            119
                                                                     ============   =========== ================
</TABLE>










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


                                       F-6

<PAGE>




                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(1)  Summary  of   Significant   Accounting   Principles   The  Company   Orange
     Productions,  Inc. is a Florida  chartered  development  stage  corporation
     which conducts business from its headquarters in Palm Beach,  Florida.  The
     Company was incorporated on May 20, 1998.

     The Company has not yet engaged in its expected  operations.  The Company's
     future  operations  will be to  provide  graphic  art  services  to various
     consumer groups.  Current  activities include raising additional equity and
     negotiating  with  potential  key  personnel  and  facilities.  There is no
     assurance  that any benefit will result from such  activities.  The Company
     will  not  receive  any  operating   revenues  until  the  commencement  of
     operations, but will nevertheless continue to incur expenses until then.

     The financial  statements  have been prepared in conformity  with generally
     accepted  accounting  principles.  In preparing the  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial condition and revenues and expenses for the period then ended.
     Actual results may differ significantly from those estimates.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

     a)  Start-up  costs Costs of start-up  activities,  including  organization
     costs,  are expensed as incurred,  in accordance with Statement of Position
     (SOP) 98-5.

     b) Net loss per share Basic is  computed  by  dividing  the net loss by the
     weighted average number of common shares outstanding during the period.

(2)  Stockholders'  Equity  The  Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     2,054,000  and  0  shares  of  common  and   preferred   stock  issued  and
     outstanding,  respectively,  at February 29, 2000. The Company,  on May 20,
     1998, issued 1,650,500  restricted shares to its Officers and Directors for
     the value of services  rendered in connection with the  organization of the
     Company.  In May,  1998, the Company issued 4,000 shares at $0.05 per share
     for $200 in cash. In June 1998,  the Company issued 56,000 shares of common
     stock at $0.05 per share for $2,800 in cash. In September 1998, the Company
     issued 343,500 shares at $0.05 per share for $17,175 in cash.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company has net operating  loss carry-
     forwards for income tax purposes of approximately $19,300, expiring $7,100,
     $3,500 and $8,700 at February 28, 2021, 2020 and 2019.

     The amount  recorded  as  deferred  tax assets as of  February  28, 2001 is
     $2,900,   which   represents   the  amount  of  tax  benefit  of  the  loss
     carryforward.  The Company has  established a valuation  allowance  against
     this  deferred  tax asset,  as the  Company  has no  history of  profitable
     operations.





                                       F-7

<PAGE>






                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)  Going  Concern  As  shown in the  accompanying  financial  statements,  the
     Company  incurred a net loss of $19,300  for the period  from May 20,  1998
     (Inception)  through  February  28,  2001.  The  ability of the  Company to
     continue as a going concern is dependent  upon  commencing  operations  and
     obtaining additional capital and financing. The financial statements do not
     include any adjustments that might be necessary if the Company is unable to
     continue as a going concern.  The Company is currently seeking financing to
     allow it to begin its planned operations.

(5)  Related  parties
     Counsel  to the  Company  indirectly  owns  114,500  shares of the  Company
     through the 100% sole ownership of the common stock of another company that
     has invested in the Company.  Also, Counsel's adult son, Vice President and
     Director of the Company,  directly owns 49,500  shares in the Company.  The
     Company's President,  Secretary, Treasurer and Director directly owns a 78%
     interest in the Company, consisting of 1,601,000 shares

     As of February  28,  2001,  the  Company  owed legal  counsel for  services
     performed in the amount of $3,160, and owed the Vice President and Director
     of the Company $1,000 for consulting  services rendered.  These amounts are
     presented in Accrued expenses - related party.









                                       F-8







<PAGE>



PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name           Age     Position(s) with Company
------------   ----    ----------------------------------
Sam Peroulas   35      President, Secretary, Chief Executive Officer &  Director

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Business Experience

     Sam  Peroulas  has served as the sole  Executive  of the Company  since its
inception in May 1998. He attended Emory  University  from 1987 to 1991 where he
received a Bachelor  of Science  degree in Biology and  Philosophy  as well as a
minor in graphic arts design. Mr. Peroulas  subsequently  attended Georgia State
University  from 1993 to 1997 where he  received a Masters of Science  degree in
Microbiology.  Since 1997, Mr. Peroulas has been a Certified  Microbiologist  by
the American Academy of Microbiology.  From 1991 to present (either full time or
part  time  depending  on  school   demands)  Mr.  Peroulas  has  consulted  and
free-lanced  as a graphic artist and as a  microbiologist.  He has two (2) years
experience in computer  graphic  modeling for biological  application and brings
key  graphic  art  skills  to the  Company.  His work as a  graphic  artist  and
specifically  his work as a graphic  arts  microbiologist  (a person who designs
graphic arts relating to  microbiology)  is expected to attract both  commercial
and individual consumers in the field of microbiology and other areas.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.



                                       22

<PAGE>



Item 10.             Executive Compensation

<TABLE>
<CAPTION>
Name and            Year  Annual    Annual     Annual    LT Comp       All Other
Post                       Comp      Comp       Comp     Rest Stock       (1)
                          Salary    Bonus      Other
                           (1)       ($)
<S>                <C>     <C>                           <C>
Sam Peroulas,      1999    $0                            1,650,500(2)
President,
Secretary,         2000    $0
Chief
Executive          2001    $0
Officer &
Director
</TABLE>

     All other compensation  includes certain health and life insurance benefits
paid by the Company on behalf of its employees.  In May 1998, the Company issued
1,650,500 shares of its Common Stock to Sam Peroulas,  the current President and
Treasurer  of the  Company,  as  consideration  and in exchange  for services in
connection  with the  organization of OPI, which services were valued at a total
of $165.00. For such offering,  the Company relied upon Section 4(2) of the Act,
Rule 506 and Section 10-5-9(13) of the Georgia Code.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth  information  as of  February  28,  2001,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.

<TABLE>
<CAPTION>
Name and Address of                Title of       Amount and Nature of     Percent of
Beneficial Owner                   Class           Beneficial Owner          Class
----------------------------------------------------------------------------------------
<S>                                <C>             <C>                       <C>
Sam Peroulas         (2)(3)        Common          1,650,500                 80.35%
1506 Briarhill Lane NE
Atlanta, Georgia 30324

Mintmire & Associates (4)          Common            114,500                  5.6%
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480

All Executive Officers, Directors  Common          1,650,500                 80.35%
-------------------
</TABLE>

(1)  Based  upon  2,054,000  shares of the  Company's  Common  Stock  issued and
     outstanding as of February 28, 2001.

                                       23

<PAGE>



(2)  Sole Executive and Director of the Company.
(3)  In May 1998, the Company issued 1,650,500 shares of its Common Stock to Sam
     Peroulas,   the  current  President  and  Treasurer  of  the  Company,   as
     consideration   and  in  exchange  for  services  in  connection  with  the
     organization of OPI, which services were valued at a total of $165.00.  For
     such  offering,  the Company  relied upon Section 4(2) of the Act, Rule 506
     and Section 10-5-9(13) of the Georgia Code. See Part III, Item 12. "Certain
     Relationships  and  Related  Transactions".  (4)  Counsel  to  the  Company
     indirectly  owns  114,500  shares of the  Company  through  the  beneficial
     ownership of the Common  Stock of another  company that has invested in the
     Company.

     There are no arrangements  which may result in the change of control of the
Company.

Item 12. Certain Relationships and Related Transactions

     In May 1998, the Company issued 1,650,500 shares of its Common Stock to Sam
Peroulas,  the current President and Treasurer of the Company,  as consideration
and in exchange for services in connection  with the  organization of OPI, which
services  were  valued at a total of  $165.00.  For such  offering,  the Company
relied upon  Section  4(2) of the Act,  Rule 506 and Section  10-5-9(13)  of the
Georgia Code.

     In May, June and  September  1998,  the Company sold 403,500  shares of its
Common Stock to nineteen  (19)  investors  for a total of $20,175.  These shares
included a total of 114,500  shares to  Mintmire &  Associates  (Counsel  to the
Company)  through the 100% sole ownership of the common stock of another company
that has invested in the Company.  For such  offering,  the Company  relied upon
Section 3(b) of the Act,  Rule 504,  Section  10-5-9(13) of the Georgia Code and
Section 517.061(11) of the Florida Code.

     In October  2000,  the  Company  executed  a Loan  Agreement  with  Capital
Consultants,  Inc. ("Capital"),  as Lender, whereby Capital agreed to make loans
to the Company of up to $1,000,000 in installments  during the period commencing
with the  effective  date of the Form S-3  registration  statement and ending on
December  31,  2003  (the  "Capital  Loan  Commitment").  Under the terms of the
Capital Loan Commitment, each installment is supported by a convertible note and
security agreement.  Further, 2,000,000 shares are held by Capital in escrow for
the potential  conversion of the notes. The Company granted Capital registration
rights  and is  obligated  to file a Form  S-3  within  sixty  (60)  days of the
agreement covering initially  2,000,000 shares of its Common Stock. The issuance
of the securities was made pursuant to Regulation D of the Act. The Capital Loan
Commitment, once interest payments begin to accrue, will increase both the short
or long term debt of the Company. With the Capital Loan Commitment it will incur
future interest expenses. The Capital Loan Commitment,  if fully converted, will
dilute the interest of existing  shareholders and in the event additional equity
is raised,  management  may be  required  to dilute  the  interest  of  existing
shareholders further or forgo a substantial interest in revenues, if any. In the
event that the Company is successful in securing additional debt financing,  the
amount of such  financing,  depending upon its terms,  would increase either the
short or long term debt of the Company or both.




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<PAGE>



Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
Exhibit No.      Exhibit Name
------------     ---------------------
<S>       <C>    <C>
3(i).1    (1)    Articles of Incorporation of Orange Productions, Inc., effective May 20, 1998

3(ii).1   (1)    Bylaws of Orange Productions, Inc.
----------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.


     (b) No Reports on Form 8-K were filed during the last quarter of the fiscal
year ended February 28, 2001, covered by this Annual Report on Form 10-KSB.




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<PAGE>


                                   SIGNATURES



           In accordance with Section 13 and 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            Orange Productions, Inc.
                                  (Registrant)

Date: May 29, 2001    By: /s/ Sam Peroulas
                      ------------------------------------
                      Sam Peroulas
                      President, Secretary, Chief Executive Officer & Director



           Pursuant to the requirements of the Exchange Act, this report has
been signed by the following persons in the capacities and on the dates
indicated.

Date            Signature                      Title


5/29/01         /s/ Sam Peroulas
                --------------------       President, Secretary, Chief Executive
                Sam Peroulas               Officer and Director










                                       26

<PAGE>