UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31, 2001
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER:
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New Dawn Entertainment, Inc.
(Name of small business issuer in its charter)
Nevada 2771 91-2132336
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) I.D. No.:)
200 Viceroy Road, Unit 1
Concord, Ontario, Canada L4K 3N8
(905) 738-3301 (PHONE)
(905) 738-3168 (FAX)
(Address and telephone number of principal executive offices)
NONE
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Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
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The number of shares of the registrant's common stock issued and outstanding as
of December 31, 2001: 10,000,000 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES
FINANCIAL DATA SCHEDULE
New Dawn Entertainment, Inc.
(A Development Stage Company)
Balance Sheets
December 31, March 31,
2001 2001
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(Unaudited)
ASSETS
Current Assets:
Cash $ 402 $ 902
Total Current Assets 402 902
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TOTAL ASSETS $ 402 $ 902
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LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,500 $ -
Due to officer 5,799 5,799
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Total Current Liabilities 9,299 5,799
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Stockholders' Equity:
Common stock, $.001 par value
Authorized - 50,000,000 shares
Issued and outstanding - 10,000,000 shares 255 255
Paid in capital 13,445 13,445
Deficit accumulated during
the development stage (22,597) (18,597)
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Total Stockholders' Equity (8,897) (4,897)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 402 $ 902
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New Dawn Entertainment
(A Development Stage Company)
Statements of Operations
For the nine months ended December 31, 2001 and 2000
for the period May 31, 2000 (inception) through December 31, 2001
Commutative
from
(inception)through
December 31, December 31,
2001 2000 2001
---- ---- -------------------
(Unaudited) (Unaudited)
Income $ - $ - $ -
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Total Income - - -
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Operating Expenses
General and
administrative expenses $ 4,000 $ - $22,597
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Total Expenses 4,000 - 22,597
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Net income (loss) $( 4,000) $ - $(22,597)
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New Dawn Entertainment, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period May 31, 2000 (inception) through December 31, 2001
Deficit
Number Accumulated
of Common Paid During
Shares Stock In Development
Outstanding at Par Value Capital Stage
----------- ------------ ------- -----------
Balance at inception $ - $ - $ - $ -
Stock issued to founders
at inception 9,745,000 - -
Stock issued for cash 55,000 55 13,445
Stocks issued for services 200,000 200
Net loss - March 31, 2001 (18,597)
Balance at March 31, 2001 10,000,000 255 13,445 (18,597)
Net loss - Dec.31, 1001 ( 4,000)
Balance at Dec. 31, 2001 10,000,000 $ 255 $13,445 $( 22,597)
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New Dawn Entertainment, Inc.
(a Development Stage Company)
Statements of Cash Flows
For the six months ended December 31, 2001 and 2000
for the period May 31, 2000 (inception) through December 31, 2001
Commutative from
(inception) through
December 31, December 31,
2001 2000 2001
---- ---- ------------------
(Unaudited)(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,939) $ - $(22,536)
Stocks issued for services - - 200
Accounts payable 3,500 3,500
NET CASH USED BY OPERATING ACTIVITIES (439) - (18,836)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer - - 5,799
Proceeds from sale of common stock - - 13,500
NET CASH FROM FINANCING ACTIVITIES - - 19,299
INCREASE (DECREASE) IN CASH (439) - 463
BEGINNING CASH 902 - -
ENDING CASH $ 463 $ - $ 463
SUPPLEMENTAL DISCLOSURE:
Stocks issued for services $ - $ - $ 200
New Dawn Entertainment, Inc.
(A Development State Company)
Notes to Financial Statements
December 31, 2001
NOTE 1 - NATURE OF BUSINESS
New Dawn Entertainment, Inc. (the Company) was incorporated under the laws of
the state of Nevada on May 31, 2000. The Company's primary business operations
are to provide the most comprehensive on-line gaming resource marketplace for
businesses and consumers who participate in the gaming industry. The goal is
to establish a gaming magazine and develop a gaming web site to take advantage
of the e-commence approach to target the gaming
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation - Development Stage Company
The Company has not earned any revenue from limited principal operations.
Accordingly, the company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting Standards
Board Statement No. 7 (SFAS 7). Among the disclosure required by SFAS 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operation, stockholder's equity
(deficit) and cash flows disclose activity since the date of the company's
inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis
of accounting in accordance with generally accepted accounting principals.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Net loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 "Earnings Per Share". Basic loss per share
reflects the amount of losses for the period available to each share of common
stock outstanding during the reporting period, while giving effect to all
dilutive potential common shares that were outstanding during the period, such
as stock options and convertible securities. As of December 31, 2001, the
Company had no issuable shares qualified as dilutive to be included in the
earnings per share calculations.
Income Taxes
The Company has adopted the provision of SFAS No. 109 "Accounting for Income
Taxes". The Company incurred net operating losses since its inception on May
31, 2000 through December 31, 2001 resulting in a deferred tax asset, which was
fully allowed for.; therefore, the net benefit and expense resulted in $-0-
income taxes.
Policy in Regard to Issuance of Common Stock in a Non-Cash Transaction
The Company's accounting policy for issuing shares in a non-cash transaction is
to issue the equivalent amount of stock equal to the fair market value of the
assets or services received.
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to an officer of the company are unsecured, non-interest bearing,
and have no specific terms for repayment.
NOTE 3 - CAPITALIZATION
The Company issued shares of common stock to the founders at a nominal purchase
price per share.
UNAUDITED INFORMATION
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The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
In this report references to "we," "us," and "our" refer to New Dawn
Entertainment, Inc.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained in this Form 10-QSB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within New Dawn's
control. These factors include but are not limited to economic conditions
generally and in the industries in which New Dawn may participate; competition
within New Dawn's chosen industry, including competition from much larger
competitors; technological advances and failure by New Dawn to successfully
develop business relationships.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
Since inception, we have had no revenues and have experienced losses.
We have financed our operations primarily through the sale of our common stock
or by loans from shareholders. The net loss for the period ended December 31,
2001 was $4,000, compared to a net loss of $0 for the same period of 2000. The
difference is insignificant, and a comparison of the two periods is not
meaningful, due to the fact that we have had minimal operations and nominal
expenses since inception.
Liquidity and Capital Resources
As of December 31, 2001, we had $402 cash on hand and total current
liabilities of $9,299. We have no material commitments for the next twelve
months. We believe that our current cash needs for at least the next twelve
months can be met by loans from our directors, officers and shareholders. Due
to our lack of cash and current liabilities since inception, management
believes a comparison of the period ended December 31, 2001 and the period
December 31, 2000 would not be meaningful.
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
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 who is duly authorized.
New Dawn Entertainment, Inc.
March 6, 2002 By: Peter Szecsodi
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Peter Szecsodi, President