UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB/A (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: ---------- 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 -------------------------------------------------------------- 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 --- --- 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 --- --- TABLE OF CONTENTS - ----------------- 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 ------------- --------- (Unaudited) ASSETS Current Assets: Cash $ 402 $ 902 Total Current Assets 402 902 ------ ------ TOTAL ASSETS $ 402 $ 902 ------ ------- ------ ------- LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 3,500 $ - Due to officer 5,799 5,799 ----- ------ Total Current Liabilities 9,299 5,799 ----- ------ 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) ------- ------ Total Stockholders' Equity (8,897) (4,897) ------- ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 402 $ 902 ------ ------- ------ ------- 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 $ - $ - $ - ---- ----- ------- Total Income - - - ---- ------ -------- Operating Expenses General and administrative expenses $ 4,000 $ - $22,597 ----- ----- ------- Total Expenses 4,000 - 22,597 ----- ----- ------- Net income (loss) $( 4,000) $ - $(22,597) ------ ----- ------- ------ ----- ------- 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) ---------- ----- ------ -------- --------- ------ ------ -------- 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 --------------------- 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 -------------------------------- Peter Szecsodi, President