Item  2.02 Results of Operations and Financial Condition.

On August 12, 2008, Orange 21 Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.

 

Description

99.1   Press release issued by the Company on August 12, 2008.

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.

 

Dated: August 12, 2008     ORANGE 21 INC.
    By:  

/s/ Jerry Collazo

      Jerry Collazo
      Chief Financial Officer

EXHIBIT INDEX

 

EXHIBIT NO.

 

DESCRIPTION

99.1   Press release issued by the Company on August 12, 2008.