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 November 30, 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




                                                                November 30, 1999    February 28, 1999
                                                               -------------------- --------------------
                                                                   (unaudited)
                            ASSETS
<S>                                                            <C>                  <C>
CURRENT ASSETS
   Cash                                                        $             12,368 $              9,993
   Loan and accrued interest receivable                                           0               10,184
                                                               -------------------- --------------------

     Total current assets                                                    12,368               20,177
                                                               -------------------- --------------------

Total Assets                                                   $             12,368 $             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                         (11,972)              (8,663)
                                                               -------------------- --------------------

     Total Stockholders' Equity                                               8,368               11,677
                                                               -------------------- --------------------

Total Liabilities and Stockholders' Equity                     $             12,368 $             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 Nine Months     From May 20, 1998        From May 20, 1998
                                                        Ended           (Inception) Through      (Inception) Through
                                                  November 30, 1999      November 30, 1998        November 30, 1999
                                                ---------------------- ---------------------- -------------------------
<S>                                             <C>                    <C>                    <C>
Revenues                                        $                    0 $                    0 $                       0
                                                ---------------------- ---------------------- -------------------------
Expenses
  General and administrative expenses                              459                    182                       641
  Consulting fees - related party                                    0                      0                     1,165
  Professional fees                                              2,918                      0                     7,418

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

    Total expense                                               (3,377)                  (182)                  (12,224)
                                                ---------------------- ---------------------- -------------------------

Loss from operations                                            (3,377)                  (182)                  (12,224)

Other income (expense)
    Interest income                                                 67                     12                       251
                                                ---------------------- ---------------------- -------------------------

Net loss                                        $               (3,310)$                 (170)$                 (11,973)
                                                ====================== ====================== =========================

Net loss per weighted average share, basic      $                (.00) $                 (.00)                     (.00)
                                                ====================== ====================== =========================

Weighted average number of shares                           2,054,000               1,852,822                 1,984,182
                                                ====================== ====================== =========================
</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          (3,309)           (3,309)
                                                        ------------- ----------- ------------ --------------- -----------------

BALANCE, November 30, 1999 (Unaudited)                      2,054,000 $       206 $     20,134 $       (11,972)$           8,368
                                                        ============= =========== ============ =============== =================
</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 Nine Months     From May 20, 1998     From May 20, 1998
                                                                       Ended           (Inception) Through   (Inception) Through
                                                                 November 30, 1999      November 30, 1998       November, 1999
                                                               ---------------------- --------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                    <C>                   <C>
Net loss                                                       $               (3,309)$              (8,663)$              (11,972)
Adjustments to reconcile net loss to net cash used by
operating 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 in accrued expenses                                            (4,500)                4,500                      0
       Increase in accrued expenses - related party                                 0                 4,000                  4,000
                                                               ---------------------- --------------------- ----------------------
Net cash provided (used) by operating activities                               (7,625)                 (182)                (7,807)
                                                               ---------------------- --------------------- ----------------------

CASH FLOW FROM INVESTING ACTIVITIES:
  Increase in issuance of loan receivable                                           0               (10,000)               (10,000)
  Proceeds from repayment of loan receivable                                   10,000                     0                 10,000
                                                               ---------------------- --------------------- ----------------------
Net cash provided 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                                                            2,375                 9,993                 12,368

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

CASH, end of period                                            $               12,368 $               9,993 $               12,368
                                                               ====================== ===================== ======================
</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 nine months
                     ended November 30, 1999 is unaudited)

(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, 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 nine  months  ended  November  30, 1999 and the period from May 20,
         1998  (Inception)  through  November 30, 1998  include all  adjustments
         which in the opinion of management are necessary for fair presentation,
         and such adjustments are of a normal and recurring nature. 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. Rights and privileges of the preferred stock are
         to be  determined by the Board of Directors  prior to issuance.  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  $11,972,  with
         $8,663 expiring in 2019 and $3,309 in 2020.

         The amount  recorded as deferred  tax assets as of November 30, 1999 is
         approximately $2,300, 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  November 30, 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 November 30, 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 November 30, 1999, the Company had
interest income of $251.00 from a loan to a related party.  Cumulative operating
expenses as of November 30, 1999 were $12,224. 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.

                                        4

<PAGE>



         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 requires additional capital during this phase,
Mr.  Peroulas 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 November 30, 1999, the Company
had a cumulative loss from operations aggregating $11,973.

Financial Condition, Capital Resources and Liquidity

         At November  30,  1999,  the Company  had assets  totaling  $12,368 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 $11,972,  with
$8,663 expiring in 2019 and $3,309 expiring in 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 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  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result 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.


                                        5

<PAGE>



         The Company did not experience a materially  negative impact during the
Year 2000 date  switch-over  and it has  determined  that  there will be minimal
impact if any to its business,  operations or financial  condition  since all of
the internal  software to be  developed  and utilized by the Company will be and
has been upgraded to support Year 2000 versions.

         There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to 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.  Currently the Company does not rely on other
systems  that might have an adverse  affect on any Company  systems and does not
anticipate any such reliance in the near future.

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  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


                                        6

<PAGE>



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  November 30, 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

     (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 November 30,
1999.









                                        7

<PAGE>







                                   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: January 14, 2000         By: /s/ Sam Peroulas
                              --------------------------
                              Sam Peroulas, President, Secretary,
                              Chief Executive Officer & Director


















                                        8