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

                                 Amendment 2 to
                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended:     February 29, 2000

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

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.)

277 Royal Poinciana Way, PMB 202
Palm Beach, FL                                          33480
-----------------------------------------             ----------
(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 29, 2000,  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.



                                        2

<PAGE>



                                     PART I

Item 1. Description of Business

         (a)      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 Royal  Poinciana Way, PMB 202, Palm Beach,
Florida 33480 and its telephone number is (404) 321-1192.

         The Company is filing this Form 10-SB on a voluntary  basis so that the
public  will have  access to the  required  periodic  reports  on the  Company's
current status and financial  condition.  The Company will file periodic reports
in the  event  its  obligation  to file  such  reports  is  suspended  under the
Securities and Exchange Act of 1934 (the "Exchange Act".)

         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. See Part I, Item 1.  "Description  of Business -
(b)  Business  of  Issuer -  Employees  and  Consultants";  Part  III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

         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.

         See (b) "Business of Registrant" immediately below for a description of
the Company's business.



                                        3

<PAGE>



         (b)      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
$20,175. 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  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.


                                        4

<PAGE>



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.

     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.

                                        5

<PAGE>



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 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

                                        6

<PAGE>



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 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

                                        7

<PAGE>



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  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.


                                        8

<PAGE>



         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.

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.



                                        9

<PAGE>



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.
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.

                                       10

<PAGE>



Cost of Research and Development

         For fiscal year 2000,  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.  See Part III,  Item 10.  "Executive  Compensation  - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".

Item 2. Description of Property

         The Company's headquarters are at the home of Sam Peroulas. Its mailing
address is 277 Royal  Poinciana  Way, PMB 202, Palm Beach,  Florida  33480.  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.

                                       11

<PAGE>



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  29,  2000,  there  were 20  holders  of  record of the
Company's Common Stock.

         As of February 29, 2000, 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 29, 2000 the Company  generated  cumulative net losses
of  $12,212.  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.

         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.

                                       12

<PAGE>





Results of  Operations  - Full Fiscal Years - February 28, 1999 and February 29,
2000

Revenues

         Revenues for the twelve month period ended February 29, 2000 was $0 and
for the twelve (12) month period ended February 28, 1999 was $0.

Operating Expenses

         Operating  Expenses for the twelve (12) months ending February 29, 2000
were $3,616 versus  $8,847 for the twelve (12) months ending  February 28, 1999.
Net loss was  $3,549  and  $8,663  respectively.  This  change  resulted  from a
decrease in organizational expenses.

Assets and Liabilities

         Assets were  $12,288 as of February 29, 2000 and $20,177 as of February
28, 1999. As of February 28, 1999, 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 $8,500 as of February 29, 2000 and
February 28, 1999 respectively.  As of February 29, 2000,  liabilities consisted
primarily of accrued expenses.


Stockholders' Equity

         Stockholders'  equity was $8,128 as of February 29, 2000 and $11,677 as
of February 28, 1999.  The Company had 2,054,000  and 2,054,00  shares of common
stock issued and outstanding at February 29, 2000 and 1999, respectively.

Financial Condition, Liquidity and Capital Resources

         At  February  29,  2000 the  Company had cash of $12,288 as compared to
$9,993 at February 28, 1999.

Year 2000 Compliance

         The Year 2000 Issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent the year,  may have  recognized the date using 00 as the
year 1900 rather than the year 2000.  This may have resulted in a system failure
or  miscalculations  causing  disruption of  operations,  including  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar activities.

         The Company has confirmed that its systems are Year 2000 Compliant.  It
has experienced no Y2K problems to date.

         The Company  believes that it has  disclosed  all required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no assurance that the systems

                                                        13

<PAGE>



of other  companies  on which  the  Company's  systems  rely also will be timely
converted or that any such failure to convert by another  company would not have
an adverse affect on the Company's systems.

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.


                                       14

<PAGE>





                          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 29 and 28, 2000 and 1999 and the
related statements of operations, changes in stockholders' equity and cash flows
for the period from May 20, 1998  (Inception)  through February 28, 1999 and the
year ended February 29, 2000. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our 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 29 and 28, 2000 and 1999 and the results of its operations and its cash
flows for the period from May 20, 1998 (Inception) through February 28, 1999 and
the  year  ended  February  29,  2000  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
June 5, 2000



                                       F-2


<PAGE>


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




                                                                     2000                 1999
                                                             --------------------- -------------------
<S>                                                          <C>                   <C>
                                  ASSETS
CURRENT ASSETS
   Cash                                                      $              12,288 $             9,993
   Loan and accrued interest receivable                                          0              10,184
                                                             --------------------- -------------------

     Total current assets                                                   12,288              20,177
                                                             --------------------- -------------------

Total Assets                                                 $              12,288 $            20,177
                                                             ===================== ===================

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accrued expenses                                          $                   0 $             4,500
   Accrued expenses - related party                                          4,160               4,000
                                                             --------------------- -------------------

     Total current liabilities                                               4,160               8,500
                                                             --------------------- -------------------

Total Liabilities                                                            4,160               8,500
                                                             --------------------- -------------------

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                        (12,212)             (8,663)
                                                             --------------------- -------------------

     Total Stockholders' Equity                                              8,128              11,677
                                                             --------------------- -------------------

Total Liabilities and Stockholders' Equity                   $              12,288 $            20,177
                                                             ===================== ===================
</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





                                                                               Period from
                                                                              May 20, 1998         Period from
                                                                               (Inception)        May 20, 1998
                                                             Year Ended          through           (Inception)
                                                            February 29,      February 28,           through
                                                                2000              1999          February 29, 2000
                                                          ----------------- ----------------- ---------------------
<S>                                                       <C>               <C>               <C>
Revenues                                                  $               0 $               0 $                   0
                                                          ----------------- ----------------- ---------------------

Expenses
   General and administrative                                           539               182                   721
   Consulting fees - related party                                        0             1,165                 1,165
   Professional fees                                                  2,917             4,500                 7,417
   Professional fees - related party                                    160             3,000                 3,160
                                                          ----------------- ----------------- ---------------------

        Total expenses                                                3,616             8,847                12,463
                                                          ----------------- ----------------- ---------------------

Loss from operations                                                 (3,616)           (8,847)              (12,463)

Other income (expense)
    Interest income                                                      67               184                   251
                                                          ----------------- ----------------- ---------------------

Net loss                                                  $          (3,549)$          (8,663)$             (12,212)
                                                          ================= ================= =====================
Net loss per weighted average share, basic                $           (0.01)$           (0.01)
                                                          ================= =================
Weighted average number of shares                                 2,054,000         1,916,576
                                                          ================= =================
</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)
                                            ------------ ------------ ---------- ------------ -------------- ---------------

ENDING BALANCE, February 29, 2000              2,054,000 $          0 $      206 $     20,134 $      (12,212)$         8,128
                                            ============ ============ ========== ============ ============== ===============
</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




                                                                                       Period from
                                                                                       May 20, 1998      Period from
                                                                                       (Inception)      May 20, 1998
                                                                      Year Ended         through         (Inception)
                                                                     February 29,      February 28,        through
                                                                         2000              1999       February 29, 2000
                                                                   ----------------   --------------  -------------------
<S>                                                                <C>                <C>             <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:

Net loss                                                           $         (3,549)  $       (8,663) $          (12,212)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                               0              165                 165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                      184             (184)                  0
       Increase (decrease) in accrued expenses                               (4,500)           4,500                   0
       Increase in accrued expenses - related party                             160            4,000               4,160
                                                                   ----------------   --------------  ------------------
Net cash used by development activities                                      (7,705)            (182)             (7,887)
                                                                   ----------------   --------------  ------------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Increase in issuance of loan receivable                                    0          (10,000)            (10,000)
       Repayment of loan receivable                                          10,000                0              10,000
                                                                   ----------------   --------------  ------------------
Net cash used by investing activities                                        10,000          (10,000)                  0
                                                                   ----------------   --------------  ------------------

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

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

Net increase in cash                                                          2,295            9,993              12,288

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

CASH, end of period                                                $         12,288   $        9,993  $           12,288
                                                                   ================   ==============  ==================
</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)      Loan Receivable The Company  authorized a loan in the amount of $10,000
         at the rate of 7% per year,  payable  on demand.  Interest  of $184 was
         accrued at February 28, 2000. The loan  principal and accrued  interest
         amounting to $251 were paid in full during March 1999.

(3)      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.

(4)      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  $12,200,
         expiring $8,700 and $3,500 at February 28, 2019 and 2020.

         The amount  recorded as deferred  tax assets as of February 29, 2000 is
         $1,800,  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


(5)      Going Concern As shown in the accompanying  financial  statements,  the
         Company incurred a net loss of $12,200 for the period from May 20, 1998
         (Inception)  through  February 29, 2000.  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.

(6) 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.

         As of February  29, 2000,  the Company owed legal  counsel for services
         performed in the amount of $3,160,  and owed the former Vice  President
         and former  Director  of the  Company  $1,000 for  consulting  services
         rendered.  These  amounts are  presented in Accrued  expenses - related
         party.

         During the period ended February 28, 1999, the Company incurred certain
         legal and  consulting  fees,  from  related  parties,  in the amount of
         $4,165.  Professional  fees rendered by the Company's legal counsel and
         shareholders  amounted to $3,000 and are presented in Professional fees
         - related party.  Consulting  fees rendered by the Company's  officers,
         Directors  and  shareholders  amounted to $1,165 and are  presented  in
         Consulting fees - 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   34     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.



                                       23

<PAGE>



Item 10.          Executive Compensation


Name          Year  Annual  Annual   Annual  LT Comp   LT     LTIP     All
and Post            Comp    Comp     Comp    Rest     Comp    Payouts  Other
                    Salary  Bonus    Other   Stock    Options          (1)
                     (1)    ($)
---------     ----  ------  -----   ------   ------   ------- -------  -------
Sam           1999  $0                       (2)
Peroulas,
President,    2000  $0
Secretary,
Chief
Executive
Officer &
Director

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

(2)  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 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

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 29, 2000,
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.



                                       24

<PAGE>



Name and Address of          Title of   Amount and Nature of     Percent of
Beneficial Owner                Class   Beneficial Owner          Class
-------------------------    --------   --------------------     -----------
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%
-------------------
(1) Based  upon  2,054,000  shares of the  Company's  Common  Stock  issued  and
outstanding as of February 29, 2000.

(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.


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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:

Exhibit No.    Exhibit Name
-----------    ---------------------

3(i).1    (1)  Articles of Incorporation of Orange Productions, Inc.,
               effective May 20, 1998

3(ii).1   (1)  Bylaws of Orange Productions, Inc.

27.1       *   Financial Data Schedule
-----------

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

*    Filed herewith

(b) No Reports on Form 8-K were filed during the last fiscal year ended February
29, 2000, 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: July 24, 2000         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.

Signature              Title                                    Date

/s/Sam Peroulas
-----------------      President, Secretary, Chief Executive    7/24/00
Sam Peroulas           Officer and Director


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