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, 2000
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, 2000,  there are  2,054,000  shares of voting stock of
the registrant issued and outstanding.



PART I

Item 1. Financial Statements


                          INDEX TO FINANCIAL STATEMENTS



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

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

Statements of 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



                                                                       February 29,          August 31,
                                                                           2000                 2000
                                                                    ------------------   -----------------
                                                                                           (unaudited)
<S>                                                                 <C>                  <C>
                                  ASSETS
CURRENT ASSETS
   Cash                                                             $           12,288   $           6,730
                                                                    ------------------   -----------------

     Total current assets                                                       12,288               6,730
                                                                    ------------------   -----------------

Total Assets                                                        $           12,288   $           6,730
                                                                    ==================   =================

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

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

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

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized 10,000,000 shares:
      none issued                                                                    0                   0
   Common stock, $0.0001 par value, authorized 50,000,000 shares:
      2,054,000 issued and outstanding                                             206                 206
   Additional paid-in capital                                                   20,134              20,134
   Deficit accumulated during the development stage                            (12,212)            (17,770)
                                                                    ------------------   -----------------

     Total Stockholders' Equity                                                  8,128               2,570
                                                                    ------------------   -----------------

Total Liabilities and Stockholders' Equity                          $           12,288   $           6,730
                                                                    ==================   =================
</TABLE>













                                       F-2

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



<PAGE>




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




                                                                                                            Period from
                                                Three Months Ended             Six Months Ended             May 20, 1998
                                                  August 31,                      August 31,                (Inception)
                                             -----------------------------  ----------------------------     through
                                                 2000             1999         2000             1999        August 31, 2000
                                             --------------  -------------  ------------  --------------    ----------------
<S>                                          <C>             <C>            <C>           <C>               <C>
Revenues                                     $            0  $           0  $          0  $            0    $            0
                                             --------------  -------------  ------------  --------------    --------------

Expenses
    General and administrative                           80              0           308             384             1,029
    Consulting fees - related party                       0              0             0               0             1,165
    Professional fees                                   750          1,265         5,250           1,265            12,667
    Professional fees - related party                     0              0             0               0             3,160
                                             --------------  -------------  ------------  --------------    --------------

            Total expenses                              830          1,265         5,558           1,649            18,021
                                             --------------  -------------  ------------  --------------    --------------

Loss from operations                                   (830)        (1,265)       (5,558)         (1,649)          (18,021)

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

Net loss                                     $         (830) $      (1,265) $     (5,558) $       (1,582)   $      (17,770)
                                             ==============  =============  ============  ==============    ==============

Net loss per weighted average share, basic   $        (0.01) $       (0.01) $      (0.01) $        (0.01)
                                             ==============  =============  ============  ==============

Weighted average number of shares                 2,054,000      2,054,000     2,054,000       2,054,000
                                             ==============  =============  ============  ==============
</TABLE>

















                                       F-3


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



<PAGE>



<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                           Statements of Stockholders'
                   Equity Period from May 20, 1998 (Inception)
                             through August 31, 2000



                                                                                           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

Year Ended February 28, 1999:
----------------------------
     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

Year Ended February 29, 2000:
----------------------------

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

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

Six Months Ended August 31, 2000: (unaudited)
--------------------------------

Net loss                                                0          0        0         0        (5,558)       (5,558)
                                              ----------- ---------- -------- ---------- ------------- -------------

ENDING BALANCE, August 31, 2000
(unaudited)                                     2,054,000 $        0 $    206 $   20,134 $    (17,770) $      2,570
                                              =========== ========== ======== ========== ============= =============
</TABLE>












                                       F-4


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



<PAGE>



<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                           Six Months Ended August 31,
                                   (Unaudited)



                                                                                                  Period from
                                                                                                 May 20, 1998
                                                                                                  (Inception)
                                                                                                    through
                                                                  2000              1999        August 31, 2000
                                                            ----------------   --------------  -------------------
<S>                                                         <C>                <C>             <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:

Net loss                                                    $         (5,558)  $       (1,582) $           (17,770)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                        0                0                  165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                 0              184                    0
       Increase (decrease) in accrued expenses                             0           (4,500)                   0
       Increase in accrued expenses - related party                        0                0                4,160
                                                            ----------------   --------------  -------------------
Net cash used by development activities                               (5,558)          (5,898)             (13,445)
                                                            ----------------   --------------  -------------------

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

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

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

Net increase (decrease) in cash                                       (5,558)           4,102                6,730

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

CASH, end of period                                         $          6,730   $       14,095  $             6,730
                                                            ================   ==============  ===================
</TABLE>










                                       F-5



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



<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the three months
                  ended August 31, 2000 and 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.

         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.

         c) Interim financial  information The financial  statements for the six
         months  ended  August 31, 2000 and 1999 are  unaudited  and include all
         adjustments  which in the opinion of management  are necessary for fair
         presentation,  and  such  adjustments  are of a  normal  and  recurring
         nature.  The  results for the six months are not  indicative  of a full
         year results.

(2)      Stockholders'  Equity The Company has authorized  50,000,000  shares of
         $0.0001 par value  common  stock and  10,000,000  shares of $0.0001 par
         value preferred stock. Rights and privileges of the preferred stock are
         to be  determined  by the Board of  Directors  prior to  issuance.  The
         Company had 2,054,000 and 0 shares of common and preferred stock issued
         and outstanding,  respectively, at August 31, 2000. The Company, on May
         20,  1998,  issued  1,650,500  restricted  shares to its  Officers  and
         Directors  for the value of services  rendered in  connection  with the
         organization  of the Company.  In May,  1998,  the Company issued 4,000
         shares at $0.05 per share for $200 in cash.
          In June 1998,  the Company  issued  56,000  shares of common  stock at
         $0.05 per share for $2,800 in cash.  In  September  1998,  the  Company
         issued 343,500 shares at $0.05 per share for $17,175 in cash.

(3)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company has net operating loss
         carry-forwards  for  income  tax  purposes  of  approximately  $17,800,
         expiring $8,700, $3,500 and $5,600 at February 28, 2019, 2020 and 2021.

         The amount  recorded  as  deferred  tax assets as of August 31, 2000 is
         $2,700,  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-6



<PAGE>




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


(4)      Going Concern As shown in the accompanying  financial  statements,  the
         Company incurred a net loss of $17,800 for the period from May 20, 1998
         (Inception)  through  August 31,  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.

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

         As of August 31,  2000,  the Company  owed legal  counsel for  services
         performed  in the amount of  $3,160,  and owed the Vice  President  and
         Director of the Company $1,000 for consulting services rendered.  These
         amounts are presented in Accrued expenses - related party.









                                       F-7



<PAGE>



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 August 31, 2000 the Company generated  cumulative net losses of
$17,770.  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.

Results of Operations - Full Quarters  Ending August 31, 1999 and 2000

Revenues

         Revenues  for the three month  period ended August 31, 1999 was $ 0 and
for the three month period ending August 31, 2000 was $ 0.

Operating Expenses

         Operating Expenses for the three (3) months ending August 31, 2000 were
$830 versus $1,265 for the three (3) months ending August 31, 1999. Net loss was
$830  and  $1,265  respectively.   This  change  resulted  from  a  decrease  in
professional fees.

Assets and Liabilities

         Assets were $6,730 as of August 31, 2000. As of August 31, 2000, assets
consisted  entirely of cash.  Liabilities  were $4,160  August 31,  2000.  As of
August 31, 2000, liabilities consisted primarily of accrued expenses.



                                        9

<PAGE>



Stockholders' Equity

         Stockholders'  equity was $2,570 as of August 31, 2000. The Company had
2,054,000 shares of common stock issued and outstanding at August 31, 2000.

Financial Condition, Liquidity and Capital Resources

         At August 31, 2000 the Company had cash on hand of $6,730.

Year 2000 Compliance

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

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

                                       10

<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  August 31,  2000,
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(1)

3(ii).1        Bylaws of OPI(1)

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,
2000.













                                       11

<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: October 12, 2000            By: /s/ Sam Peroulas
                                  --------------------------------
                                  Sam Peroulas, President, Secretary,
                                  Chief Executive Officer & Director















                                       12