Please see the information attached to this report on Form 8-K as Exhibits 99.1 and 99.2.

This report on Form 8-K contains forward-looking statements. These statements relate to future events or future financial performance and are subject to risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “feel,” “may,” “plan,” “potential,” “predict,” “should,” or “will” or the negative of such terms or other comparable terminology. Specifically, all statements included in this Form 8-K that address activities, events or developments that Orange 21 expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual events or results may differ materially. Factors that could cause actual results to differ materially from those contained in the forward-looking statements include, but are not limited to: the inability to successfully grow the brand; the inability to achieve organic value creation; and costs associated with the turnaround initiatives. For a more detailed discussion of the risks and uncertainties of the company’s business, please refer to the company’s periodic reports and registration statements filed with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the period ended December 31, 2006 and its Quarterly Reports on Form 10-Q for the period ended June 30, 2007. Although Orange 21 believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither Orange 21, nor any other person, assume responsibility for the accuracy or completeness of such forward-looking statements. Orange 21 undertakes no obligation to update any of the forward-looking statements.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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