U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

 For the quarter ended August 31, 1999
 Commission file no. 0-26475

                            ORANGE PRODUCTIONS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                             65-0790763
------------------------------------                  -----------------------
(State or other jurisdiction of                            (I.R.S.Employer
incorporation or organization)                            Identification No.)

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

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

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

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

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

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

Copies of Communications Sent to:

                                   Donald F. Mintmire
                                   Mintmire & Associates
                                   265 Sunrise Avenue, Suite 204
                                   Palm Beach, FL 33480
                                   Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



         Indicate by Check whether the issuer (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
                           ---             ---

         As of August 31, 1999,  there are  2,054,000  shares of voting stock of
the registrant issued and outstanding.




<PAGE>



                                     PART I

Item 1.           Financial Statements





                          INDEX TO FINANCIAL STATEMENTS



Balance Sheets..........................................................F-2

Statements of Operations................................................F-3

Statements of Changes in Stockholders' Equity...........................F-4

Statements of Cash Flows................................................F-5

Notes to Financial Statements...........................................F-6

































<PAGE>


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



                                                                 August 31, 1999
                                                                   (Unaudited)       February 28, 1999
                                                               -------------------- --------------------
                            ASSETS
<S>                                                            <C>                  <C>
CURRENT ASSETS
   Cash                                                        $             14,095 $              9,993
   Loan and accrued interest receivable                                           0               10,184
                                                               -------------------- --------------------

     Total current assets                                                    14,095               20,177
                                                               -------------------- --------------------

Total Assets                                                   $             14,095 $             20,177
                                                               ==================== ====================

             LIABILITIES AND STOCKHOLDERS' EQUITY

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

     Total current liabilities                                                4,000                8,500
                                                               -------------------- --------------------

Total Liabilities                                                             4,000                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                         (10,245)              (8,663)
                                                               -------------------- --------------------

     Total Stockholders' Equity                                              10,095               11,677
                                                               -------------------- --------------------

Total Liabilities and Stockholders' Equity                     $             14,095 $             20,177
                                                               ==================== ====================
</TABLE>












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


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)




                                                  For the Six Months     From May 20, 1998        From May 20, 1998
                                                        Ended           (Inception) Through      (Inception) Through
                                                   August 31, 1999        August 31, 1998          August 31, 1999
                                                ---------------------- ---------------------- -------------------------
<S>                                             <C>                    <C>                    <C>
Revenues                                        $                    0 $                    0 $                       0
                                                ---------------------- ---------------------- -------------------------

Expenses
  Bank charges                                                       0                     15                        15
  Consulting fees - related party                                    0                      0                     1,165
  Organization expenses                                            384                     92                       551
  Professional fees                                              1,265                      0                     5,765

  Professional fees - related party                                  0                      0                     3,000
                                                ---------------------- ---------------------- -------------------------

    Total expenses                                               1,649                    107                    10,496
                                                ---------------------- ---------------------- -------------------------

Loss from operations                                            (1,649)                  (107)                  (10,496)

Other income (expense)
    Interest income                                                 67                      0                       251
                                                ---------------------- ---------------------- -------------------------

Net loss                                        $               (1,582)$                 (107)$                 (10,245)
                                                ====================== ====================== =========================

Net loss per weighted average share, basic      $                (.001)$                (.000)$                   (.005)

                                                ====================== ====================== =========================

Weighted average number of shares                            2,054,000              1,701,762                 1,970,606
                                                ====================== ====================== =========================
</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 Changes in Stockholders' Equity




                                                                                                   Deficit
                                                                                                 Accumulated
                                                                                   Additional    During the          Total
                                                          Number of     Common      Paid-in      Development     Stockholders'
                                                           Shares        Stock      Capital         Stage           Equity
                                                        ------------- ----------- ------------ --------------- -----------------
<S>                                                     <C>           <C>         <C>          <C>             <C>
BEGINNING BALANCE, May 20, 1998 (Inception)                         0 $         0 $          0 $             0 $               0
     May 1998 - services ($0.0001/sh)                       1,650,500         165            0               0               165
     May 1998 - cash ($0.05/sh)                                 4,000           1          199               0               200
     June 1998  - cash ($0.05/sh)                              56,000           6        2,794               0             2,800
     September 1998 - cash ($0.05/sh)                         343,500          34       17,141               0            17,175

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

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

Net loss                                                            0           0            0          (1,582)           (1,582)
                                                        ------------- ----------- ------------ --------------- -----------------

BALANCE, August 31, 1999 (Unaudited)                        2,054,000 $       206 $     20,134 $       (10,245)$          10,095
                                                        ============= =========== ============ =============== =================
</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 Cash Flows
                                   (Unaudited)




                                                                 For the Six Months     From May 20, 1998     From May 20, 1998
                                                                       Ended           (Inception) Through   (Inception) Through
                                                                  August 31, 1999        August 31, 1998       August 31, 1999
                                                               ---------------------- --------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                    <C>                   <C>
Net loss                                                       $               (1,582)$                (107)$              (10,245)
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                     0                      0
       Increase in accrued expenses                                            (4,500)                    0                      0
       Increase in accrued expenses - related party                                 0                     0                  4,000
                                                               ---------------------- --------------------- ----------------------
Net cash provided (used) by operating activities                               (5,898)                   58                 (6,080)
                                                               ---------------------- --------------------- ----------------------

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

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                         0                 3,000                 20,175
                                                               ---------------------- --------------------- ----------------------

Net cash provided by financing activities                                           0                 3,000                 20,175
                                                               ---------------------- --------------------- ----------------------

Net increase in cash                                                            4,102                 3,058                 14,095

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

CASH, end of period                                            $               14,095 $               3,058 $               14,095
                                                               ====================== ===================== ======================
</TABLE>












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


                                       F-5

<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
 (Information with respect to the six months ended August 31, 1999 is unaudited)

(1) Summary of Significant Accounting Principles
      TheCompany 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, and has
         elected February 28 as its fiscal year end.

         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.  The financial statements for
         the six months  ended  August 31, 1999 and the period from May 20, 1998
         (Inception)  through August 31, 1998 include all  adjustments  which in
         the opinion of  management  are  necessary  for fair  presentation.  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  net loss per  weighted  average  share 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, 1999. The loan  principal and accrued  interest
         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.  On May 20, 1998, the Company issued  1,650,500
         restricted,  under  Rule  144,  founders  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  $10,245,  with
         $8,663 expiring in 2019 and $1,582 in 2020.

         The amount  recorded  as  deferred  tax assets as of August 31, 1999 is
         $2,016,  which  represents  the  amount  of tax  benefit  of  the  loss
         carryforward.  The Company has  established a 100% valuation  allowance
         against  this  deferred  tax asset,  as the  Company  has no history of
         profitable operations.



                                       F-6

<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 $10,245 for the period from May 20, 1998
         (Inception)  through  August 31,  1999.  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. The Company's  President,  Secretary,
         Treasurer and Director directly owns an 80.36% interest in the Company,
         consisting of 1,650,500 shares

         As of August 31, 1999 and  February  28,  1999,  the Company owed legal
         counsel for services performed during the year in the amount of $3,000,
         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.




                                       F-7

<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of Operation

General

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized  significant  revenues  since its inception due to the fact that it has
generally has been  inactive,  having  conducted no business  operations  except
organizational  and fund raising  activities  since its inception.  As a result,
from  inception (May 20, 1998) through August 31, 1999, the Company had interest
income of $251.00 from a loan to a related party.  Cumulative operating expenses
as of August 31, 1999 were  $10,496.00.  The  Company  proposes to engage in the
business of providing graphic arts services to various consumer groups.

     Mr. Peroulas  decided to pursue the graphic arts services  business via the
Company  because of the  belief  that his formal  training,  will  enable him to
develop a  successful  company  which will have the  advantages  of, among other
things,  greater  availability  of capital and potential for growth  through the
vehicle of a public company as compared to a  privately-held  company.  The time
required  to be  devoted  to manage the  day-to-day  affairs  of the  Company is
presently  estimated to be  approximately  five to ten hours per week. This time
commitment  on the part of these  individuals  is  expected  to increase at such
time, if ever, as the Company obtains  sufficient funding with which to commence
the search for business to finance/fund.

     The Company will be dependent upon Mr.  Peroulas to develop the client base
with whom to arrange  funding.  Mr.  Peroulas has  extensive  experience  in the
business and has managed his own business for the last two (2) years.  While Mr.
Peroulas has been successful in the past, there can be no assurance that he will
be successful in building the client base necessary for the successful operation
of the Company.

Plan of Operation

     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.

     Mr.  Sam  Peroulas,  at least  initially,  will be solely  responsible  for
developing OPI's graphic arts services to various consumer groups.  However,  at
such time, if ever, as  sufficient  operating  capital  becomes  available,  Mr.
Peoulas  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.

     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 services for its clients.

     In its initial phase, the Company will operate out of the facility provided
by Mr. Peroulas.  Mr. Peroulas will begin by finding clients for the Company. In
the event the Company requiresadditional capital during this phase, Mr. Peroulas

                                        4

<PAGE>



has  committed to fund the operation  until such time as  additional  capital is
available.

     Due to the limited  capital  available to the Company,  the principal risks
during this phase are that the Company is dependent upon Mr. Peroulas'  efforts,
that Mr.  Peroulas  lacks  experience  and that the Company  will not be able to
establish a sufficiently profitable client base to establish the business.

     For the period from May 20, 1998 through August 31, 1999, the Company had a
cumulative loss from operations aggregating $10,245.00.

Financial Condition, Capital Resources and Liquidity

     At August  31,  1999,  the  Company  had  assets  totaling  $14,095.00  and
liabilities of $4,000.00  attributable to accrued  expenses.  During May, June &
September,  1998,  the Company issued and sold an aggregate of 403,500 shares of
Common Stock to Georgia and Florida  residents for cash  consideration  totaling
$20,175. No underwriter was employed in connection with the offering and sale of
the shares.  The Company  claimed the exemption from  registration in connection
with each of the offerings  provided  under Section 3(b) of the Act and Rule 504
of Regulation D promulgated  thereunder,  Section 10-5-9(13) of the Georgia Code
and Section 517.061(11) of the Florida Code.

     The Company has no potential  capital resources from any outside sources at
the current time. It is  anticipated  that the Company will require only nominal
capital to maintain  the  corporate  viability of the  Company.  Any  additional
capital  needed  will  most  likely  be  provided  by  the  Company's   existing
shareholders or its officers and directors.

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

Net Operating Losses

     The Company has net operating loss carryforwards of $10,245.00 which expire
in the years 2019 and 2020.  Until the  Company's  current  operations  begin to
produce   earnings,   it  is  unclear  whether  the  Company  can  utilize  such
carryforwards.

Year 2000 Compliance

     The Company is  currently  in the  process of  evaluating  its  information
technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  technology  infrastructure  to be Year 2000 compliant
will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  All statements, other than

                                        5

<PAGE>



statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

PART II

Item 1. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.   Changes in Securities and Use of Proceeds

         None

Item 3.   Defaults in Senior Securities

         None

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

     No matter was submitted during the quarter ending August 31, 1999,  covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5.   Other Information

         None

Item 6.   Exhibits and Reports on Form 8-K


                                        6

<PAGE>


     (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.             Description
----------------------------------------------------------------------
3(i).1        Articles of Incorporation of OPI effective May 20, 1998

3(ii).1       Bylaws of OPI

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 quarter  ended August 31,
1999.


                                   SIGNATURES
                                   ----------

     In accordance  with Section 13 or 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: August 15, 1999         By: /s/ Sam Peroulas
                              --------------------------
                              Sam Peroulas, President, Secretary,
                              Chief Executive Officer & Director




[sign page ORANGE PRODUCTIONS, INC. 10Q  8.31.99]