SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2/A
PRE-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
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 L4K3N8
(905) 738-3301 (PHONE)
(905) 738-3168 (FAX)
(Address and telephone number of principal executive offices)
--------------------------
200 Viceroy Road, Unit #1
Concord, Ontario, Canada L4K3N8
(905) 738-3301 (PHONE)
(905) 738-3168 (FAX)
(Address of principal place of business or intended principal place of
business)
--------------------------
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
--------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
----- ------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------ -------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
----- ------
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY
BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THIS IS A CONTINUOUS OFFERING, PURSUANT TO RULE 415 OF THE SECURITIES ACT OF
1933.
CALCULATION OF REGISTRATION FEE
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
- -------------------------- ---------- --------- -------------- ----------------
Common Stock, .001 par $ 6,000,000 $1.00 $6,000,000 $1584.00
Total $6,000,000 $1.00 $6,000,000 $1584.00
PROSPECTUS
New Dawn Entertainment, Inc.
6,000,000 SHARES OF COMMON STOCK
Up to 6,000,000 of the shares of common stock offered are being sold by New
Dawn Entertainment, Inc., in the States of Arizona, California, New York,
Nevada, Florida and in the District of Columbia, and to residents of Canada.
There is no minimum offering and no escrow. There is no established public
market for New Dawn's common stock, and the offering price has been arbitrarily
determined. New Dawn's Common Stock is not currently listed or quoted on any
quotation service. This offering is self-underwritten. Shares will be sold by
New Dawn's president, Peter Szecsodi, without the use of an underwriter. This
offer will terminate twelve months after the date of this prospectus.
------------------------
THE COMMON STOCK OFFERED IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK
AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price Underwriting Proceeds
to Discounts and to
Public Commissions(2) Company(1)
------ -------------- ----------
Per Share................$ 1.00 $0 $ 1.00
Total .................. $ 6,000,000 $0 $6,000,000
__________, 2002
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 5
Risk Factors.......................................... 7
We are highly dependent on Peter Szecsodi to
accomplish our plan of operations..................... 7
We face intense competition and may not be able to
compete successfully.................................. 7
We may require additional financing to fund our
plan of operations and we might not be able to
get it................................................ 7
The principal stockholder controls and will continue
to control us......................................... 8
We may not be able to manage our own growth
efficiently........................................... 8
An active public market may not develop for our
securities............................................ 8
Shares eligible for future sale may adversely
affect the market for our securities................... 8
There is no established market for our stock and
investors may not be able to sell their shares in
the future............................................ 9
Our growth will be limited to the amount of capital
we are able to raise in this offering. If we raise
only a nominal amount, then investors can expect
to experience a slow growth in their investment....... 9
This offering has no escrow, and funds may be used
upon receipt.......................................... 5
The penny stock rules cover our stock, which may
make it difficult for a broker to sell................ 9
Use of Proceeds....................................... 10
Dividend Policy....................................... 11
Price Range of Securities............................. 11
Dilution.............................................. 12
Management's Discussion and Analysis of
Financial Condition and Plan of
Operations.......................................... 16
Business.............................................. 17
Management............................................ 17
Certain Transactions.................................. 18
Principal Stockholders................................ 18
Description of Securities............................. 19
Shares Eligible for Future Sale....................... 19
Underwriting......................................... 19
Legal Matters........................................ 20
Experts.............................................. 21
Index to Consolidated Financial Statements........... 28
------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
New Dawn was organized on May 31, 2000, in the state of Nevada, under the
former name, The Gambler Network.com, Inc. It changed its name to New Dawn
Entertainment, Inc. on February 15, 2001. New Dawn has just commenced
operations, but it has not generated any revenue and is still a development
stage corporation. Its plan of operations is to engage in the business of
providing the most comprehensive on-line gaming resource and marketplace for
businesses and consumers who participate in the gaming industry. There can be
no assurance that New Dawn's common stock will ever develop a market. Pour
principal executive offices are located at 200 Viceroy Road, Unit #1,
Concord, Ontario, Canada L4K3N8, and our telephone numbers is 905-738-3301.
THE OFFERING
Common stock Offered......................... Up to 6,000,000 shares
Common stock Outstanding after the
Offering................................... 16,000,000 shares
Use of Proceeds.............................. development of inventory,
marketing and advertising
and working capital
Symbol....................................... None
Risk Factors................................. The shares of common stock
offered involve a high degree
of risk and immediate
substantial dilution
Term of offering......................... 12 months after date of prospectus.
-------------------------------------
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for
the period inception to March 31, 2001, and the consolidated balance sheet
data at March 31, 2001, come from New Dawn's audited Consolidated Financial
Statements included elsewhere in this Prospectus. The consolidated statement
of operations data for the period inception to March 31, 2001, 2001 come from
New Dawn's audited financial statements for those years, which are included in
this Prospectus. These statements include all adjustments that
New Dawn considers necessary for a fair presentation of the financial position
and results of operations at that date and for such periods. The operating
results for the period ended December 31, 2001, do not necessarily indicate
the results to be expected for the full year or for any future period.
BALANCE SHEET DATA:
December 31, 2001
-------------
Assets: ............................................ $ 402
=======
Current Liabilities
Accounts payable 3,500
Due to officer $ 5,799
-------
Total current liabilities $ 9,299
-------
Total liabilities $ 9,299
-------
Stockholders' Equity:
common stock, Par value $.001
Authorized 50,000,000
Issued 10,000,000 shares at September 30,
2001 ............................................ 255
Paid in capital.................................. 13,445
Deficit accumulated during the
development stage ............................... (22,597)
-------
Total Stockholders' Deficiency.............. -
-------
Total Liabilities and
Stockholders' Equity ......................... $ 402
STATEMENT OF OPERATIONS DATA:
Period May 31, 2000
through
December 31, 2001
----------------
Revenues: .................................. $ -
General and administrative Expenses: ... $22,597
--------
Net Loss .............................. $(22,597)
--------
Loss per share ............................ $ (.00 )
=======
RISK FACTORS
WE ARE NOT PROFITABLE, AND HAVE NOT GENERATED ANY REVENUE SINCE OUR INCEPTION,
WHICH MAY AFFECT OUR ABILITY TO CONTINUE TO OPERATE.
Our deficit from operations was $22,536 for the period inception to December
31, 2001. Management expects that we will continue to have losses throughout
this and the next fiscal year.
WE ARE HIGHLY DEPENDENT ON PETER SZECSODI TO ACCOMPLISH OUR PLAN OF
OPERATIONS.
We are highly dependent upon the continued service of Peter Szecsodi, our
President. We do not have an employment agreement with Mr. Szecsodi. The loss
of the services of Mr. Szecsodi could hurt our business. We have no key-man
life insurance on any key members of staff. See Management.
WE FACE INTENSE COMPETITION AND MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
Competition is intense in our business. Many of our competitors and potential
competitors have substantially greater financial and marketing resources,
larger customer bases, longer operating histories, greater name recognition
and more established relationships than we do. We cannot assure you that we
will be able to compete successfully against current or future competitors or
that the competitive pressures we will face will not harm our business. See
Business--Competition.
WE MAY REQUIRE ADDITIONAL FINANCING TO FUND OUR PLAN OF OPERATIONS AND WE
MIGHT NOT BE ABLE TO GET IT.
Our business is capital intensive. We estimate that the proceeds from this
offering should be sufficient for working capital for a period of 12 months
following the completion of this offering. However, our estimates may be
incorrect, and this offering may fail to raise the capital we require. As we
expand our business, more capital is required. As a result, we may be required
in the future to seek additional funding through equity or debt financing to
continue to fund growth and expansion. We cannot assure you that funding will
be available on acceptable terms, if at all. If we cannot raise funds, our
business could fail.
THE PRINCIPAL STOCKHOLDER CONTROLS AND WILL CONTINUE TO CONTROL US.
As of the date of this Prospectus, Peter Szecsodi owns a majority of our
common stock and has the power to elect all of the members of the board of
directors. This means that investors will have no representation on the
board, and Mr. Szecsodi will
be able to exercise significant influence and control over decisions that may
effect our stockholders.
WE MAY NOT BE ABLE TO MANAGE OUR OWN GROWTH EFFICIENTLY.
We may not be equipped to successfully manage this or any other future periods
of rapid growth or expansion, which could be expected to place a significant
strain on our managerial, operating, financial and other resources. Our
operating results will be adversely affected if net sales do not increase
sufficiently to compensate for the increase in operating expenses caused by
this expansion.
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY EFFECT THE MARKET FOR OUR
SECURITIES.
Our stock price may be hurt by future sales of our shares or the perception
that such sales may occur. As of the date of this Prospectus, all of the
shares of common stock held by existing stockholders constitute restricted
shares as defined in Rule 144 of the Securities Act. These shares may only be
sold if they are registered under the Securities Act or sold under Rule 144 or
another exemption from registration under the Securities Act. Sales under Rule
144 are subject to the satisfaction of certain holding periods, volume
limitations, manner of sale requirements, and the availability of current
public information about us.
Substantially all of our restricted shares of common stock are either eligible
for sale pursuant to Rule 144 or have been registered under the Securities Act
for resale by the holders, including the common stock covered by this
Prospectus. This will permit the sale of registered shares of common stock in
the open market or in privately negotiated transactions without compliance
with the requirements of Rule 144. We are unable to estimate the amount,
timing or nature of future sales of outstanding common stock. Sales of
substantial amounts of the common stock in the public market may hurt the
stock's market price.
THERE IS NO ESTABLISHED MARKET FOR OUR STOCK AND INVESTORS MAY NOT BE ABLE TO
SELL THEIR SHARES IN THE FUTURE.
If we are unsuccessful in developing a market for our stock, then it will be
difficult for investors to establish a value for their stock and to eventually
sell their shares and recover their investment.
OUR GROWTH WILL BE LIMITED TO THE AMOUNT OF CAPITAL WE ARE ABLE TO RAISE IN
THIS OFFERING. IF WE RAISE ONLY A NOMINAL AMOUNT, THEN INVESTORS CAN EXPECT TO
EXPERIENCE A SLOW GROWTH OR NO GROWTH IN THEIR INVESTMENT.
The amount of capital we raise will determine the amount of money we will be
able to spend on developing our business along the lines we have already in
place and functioning. If the capital raised in this offering is nominal, then
investors would be likely to experience a much slower growth.
THIS OFFERING IS SELF-UNDERWRITTEN, AND HAS NO MINIMUM WHICH MUST BE RAISED,
WHICH MEANS THAT WE MAY NOT RAISE ANY PROCEEDS OR ONLY NOMINAL, AND INVESTOR'S
RUN THE RISK OF LOSING THEIR ENTIRE INVESTMENT.
Since this offering is self-underwritten, and has no minimum amount which must
be raised for us to use the funds. Moreover, we may raise only nominal funds,
or no funds at all.
THIS OFFERING HAS NO ESCROW, AND INVESTOR FUNDS MAY BE USED UPON RECEIPT.
There is no escrow of any funds received by New Dawn in this offering, and any
funds received may be used by New Dawn as the funds are received.
THE PENNY STOCK RULES WILL COVER OUR STOCK, WHICH MAY MAKE IT DIFFICULT FOR A
BROKER TO SELL.
Our common stock is a "penny stock," which means that SEC rules require broker
dealers who make transactions in the stock to comply with additional
suitability assessments and disclosures than they would in stock that were not
penny stocks, as follows:
- - Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks. In addition, the broker or dealer must deliver
to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.
- - Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
- - Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer,
other than a person whose function in solely clerical or ministerial.
- - The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it unlawful
for the broker or dealer to effect transactions in penny stocks on behalf of
customers. Brokers or dealers may be discouraged from dealing in penny stocks,
due to the additional time, responsibility involved, and, as a result, this
may have a deleterious effect on the market for New Dawn's stock.
THIS OFFERING IS A DIRECT PARTICIPATION OFFERING, AND THERE MAY BE LESS DUE
DILIGENCE PERFORMED.
In an underwritten offering, the underwriter and broker-dealers involved in
the offering must make certain due diligence inquiries to comply with rules
imposed upon them by law and procedures imposed upon them by the National
Association of Securities Dealers. Since this is a self-underwritten offering,
no brokers will be involved to make those inquiries, and there may be less due
diligence performed, because shares will be sold by our officers and
directors.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. New Dawn's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and
the pace and success of product research and development. These and other
factors may cause expectations to differ.
USE OF PROCEEDS
The following table shows New Dawn's use of proceeds if 10% 25%, 50%, 75%,
and/or 100% of the shares are sold. Further, there can be no assurance that
any shares will be sold in this offering. In the event only minimal proceeds
are received from shares sold in this offering, then we will use the proceeds
for working capital only, and will continue to market our products by word of
mouth and on the Internet, without any advertising or formal marketing plan.
10% 25% 50% 75% 100%
------ ------- ------- ------- -------
Gross Proceeds $600,000 $1,500,000 $3,000,000 $4,500,000 $6,000,000
Offering Expenses 15,500 15,500 15,500 15,500 15,500
$584,500 $1,484,500 $2,984,500 $4,484.500 $5,984,500
General & Admin. $100,000 $ 250,000 $ 500,000 $ 750,000 $1,000,000
Sales & Marketing 250,000 625,000 1,250,000 1,875,000 2,500,000
Technology & Dev. 50,000 125,000 250,000 375,000 500,000
Product Cost 184,500 484,500 984,500 1,484,500 1,984,500
-------- ---------- ---------- ---------- ----------
Totals $584,500 $1,484,500 $2,985,500 $4,485,500 $5,984,500
The allocation of the net proceeds of the Offering set forth above represents
New Dawn's best estimates based upon its current plans and certain assumptions
regarding industry and general economic conditions and New Dawn's future
revenues and expenditures.
If any of these factors change, New Dawn may find it necessary or advisable to
reallocate some of the proceeds within the above-described categories. Working
capital includes payroll, office expenses and supplies, insurance, and other
general expenses. None of the proceeds are allocated to officer's salaries, or
payments to any directors or affiliates.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in short-
term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
DIVIDEND POLICY
New Dawn has never declared or paid cash dividends on its capital stock. New
Dawn currently intends to retain earnings, if any, to finance the growth and
development of its business and does not anticipate paying any cash dividends
in the foreseeable future.
PRICE RANGE OF SECURITIES
The offering price was determined by the board of directors based upon
factors including the book value of our outstanding stock, the lack of a
current market for the stock, our need for capital and our lack of liquidity
and lack of earnings, and our product line and inventory. New Dawn's common
stock is not listed or quoted at the present time, and there is no present
public market for New Dawn's common stock. New Dawn has obtained a market
maker who has agreed to file an application for New Dawn's securities to be
quoted on the over-the-counter bulletin board, maintained by the NASD, upon
the effectiveness of this Registration Statement, but the obtaining of a
quotation is subject to NASD approval, and there can be no assurance that New
Dawn's stock will be quoted on the over-the-counter bulletin board. Thus,
there can be no assurance that the NASD will accept New Dawn's market maker's
application on Form 211. Therefore, there can be no assurance that a public
market for New Dawn's common stock will ever develop.
DILUTION
As of December 31, 2001, New Dawn's net tangible book value was $0 or $0
per share of common stock. Net tangible book value is the aggregate amount of
New Dawn's tangible assets less its total liabilities. Net tangible book value
per share represents New Dawn's total tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of 6,000,000 shares at an offering price of
$1.00 per share of common stock, application of the estimated net sale
proceeds (after deducting offering expenses of $15,500), New Dawn's net
tangible book value as of the closing of this offering would increase from $0
to $.37 per share. This represents an immediate increase in the net tangible
book value of $.37 per share to current shareholders, and immediate dilution
of $.63 per share to new investors, as illustrated in the following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering.................$ 0
Increase per share attributable to new investors..................$ .37
Net tangible book value per share after offering..................$ .37
Dilution per share to new investors...............................$ 0.63
Percentage dilution................................................ 63%
The following table summarizes, both before the offering and after the
offering, assuming the sale of all 6,000,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per
share
--------- --------------- --------- ------------- --------
Existing Investors 10,000,000 $ 13,700 62.5% .2% $ .001
New Investors 6,000,000 $ 6,000,000 37.5% 99.8% $1.00
The following table shows the estimated dilution if only 75% of gross proceeds
of this offering are received. As of December 31, 2001, New Dawn's net
tangible book value was $0 or $0 per share of common stock. Net tangible book
value is the aggregate amount of New Dawn's tangible assets less its total
liabilities. Net tangible book value per share represents New Dawn's total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 4,500,000 shares
at an offering price of $1.00 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $15,500),
New Dawn's net tangible book value as of the closing of this offering would
increase from $0 to $.06 per share. This represents an immediate increase in
the net tangible book value of $.31 per share to current shareholders, and
immediate dilution of $.69 per share to new investors, as illustrated in the
following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering...............$ 0
Increase per share attributable to new investors................$ .31
Net tangible book value per share after offering................$ .31
Dilution per share to new investors.............................$ 0.69
Percentage dilution............................................. 69%
The following table summarizes, both before the offering and after the
offering, assuming the sale of only 4,500,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- --------
Existing Investors 10,000,000 $ 13,700 68.96% .01% $.001
New Investors 4,500,000 $ 4,500,000 31.24% 99.99% $1.00
The following table shows the estimated dilution if only 50% of gross proceeds
of this offering are received. As of December 31, 2001, New Dawn net tangible
book value was $0 or $0 per share of common stock. Net tangible book value is
the aggregate amount of New Dawn's tangible assets less its total liabilities.
Net tangible book value per share represents New Dawn's total tangible assets
less its total liabilities, divided by the number of shares of common stock
outstanding. After giving effect to the sale of 3,000,000 shares at an
offering price of $1.00 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $15,500),
New Dawn's net tangible book value as of the closing of this offering would
increase from $0 to $.23 per share. This represents an immediate increase in
the net tangible book value of $.23 per share to current shareholders, and
immediate dilution of $.95 per share to new investors, as illustrated in the
following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering.............. $ 0
Increase per share attributable to new investors............... $ .23
Net tangible book value per share after offering............... $ .23
Dilution per share to new investors............................ $ 0.77
Percentage dilution............................................ 77%
The following table summarizes, both before the offering and after the
offering, assuming the sale of only 3,000,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- --------
Existing Investors 10,000,000 $ 13,700 76.92% .04%% $.001
New Investors 3,000,000 $ 3,000,000 5% 99.96% $1.00
The following table shows the estimated dilution if only 25% of gross proceeds
of this offering are received. As of December 31, 2001, New Dawn's net
tangible book value was $0 or $0 per share of common stock. Net tangible book
value is the aggregate amount of New Dawn's tangible assets less its total
liabilities. Net tangible book value per share represents New Dawn's total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 1,500,000 shares
at an offering price of $1.00 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $15,500),
New Dawn's net tangible book value as of the closing of this offering would
increase from $0 to $.13 per share. This represents an immediate increase in
the net tangible book value of $.13 per share to current shareholders, and
immediate dilution of $.87 per share to new investors, as illustrated in the
following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering.................$ 0
Increase per share attributable to new investors..................$ .13
Net tangible book value per share after offering..................$ .13
Dilution per share to new investors...............................$ 0.87
Percentage dilution................................................ 87%
The following table summarizes, both before the offering and after the
offering, assuming the sale of only 1,500,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- --------
Existing Investors 6,000,000 $ 13,670 1% 2% $.001
New Investors 250,000 $ 250,000 99% 98% $1.00
The following table shows the estimated dilution if only 10% of gross proceeds
of this offering are received. As of December 31, 2001, New Dawn's net
tangible book value was $0 or $0 per share of common stock. Net tangible book
value is the aggregate amount of New Dawn's tangible assets less its total
liabilities. Net tangible book value per share represents New Dawn's total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 600,000 shares at
an offering price of $1.00 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $15,500, New
Dawn's net tangible book value as of the closing of this offering would
increase from $0 to $.05 per share. This represents an immediate increase in
the net tangible book value of $.05 per share to current shareholders, and
immediate dilution of $.95 per share to new investors, as illustrated in the
following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering................$ 0
Increase per share attributable to new investors.................$ .05
Net tangible book value per share after offering.................$ .05
Dilution per share to new investors..............................$ 0.95
Percentage dilution.............................................. 95%
The following table summarizes, both before the offering and after the
offering, assuming the sale of only 600,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- --------
Existing Investors 6,000,000 $ 13,700 5.66% 2.24% $.001
New Investors 600,000 $ 600,000 94.34% 97.76% $1.00
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with New Dawn's
Consolidated Financial Statements, including the Notes, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
New Dawn was organized on May 31, 2000. New Dawn's common stock is not listed
on any recognized exchange or quoted on any quotation medium. There can be no
assurance that its common stock will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
New Dawn presently has limited cash with which to satisfy any future cash
requirements, and all of its cash requirements are now being satisfied by
contributions from its officers and directors. The present officers and
directors have agreed to continue to supply our necessary capital
requirements. New Dawn is seeking a minimum of $600,000 from this offering to
satisfy its cash requirements for the next 12 months without having to rely on
cash contributions from its officers and directors. We are in no need for
interim capital or funding, because our minimum capital needs are based upon
the occurrence of sales which we expect to increase by marketing and
advertising.
If we do not receive the minimum financing required to put our business plan
into operation, we will first seek to obtain a market for our common stock,
and then attempt to raise the minimum capital required through private
placements of our common stock or borrowing from our officers and directors.
New Dawn has no current material commitments. New Dawn depends upon capital to
be derived from this offering and future financing activities such as
subsequent offerings of its stock or contributions from its officers and
directors. There can be no assurance that New Dawn will be successful in
raising the capital it requires. Management believes that, if this offering
and the subsequent private placements are successful, New Dawn will be able to
generate revenue from product sales and achieve liquidity within the next
twelve months, and estimates that this liquidity will continue, unless it goes
over budget. New Dawn has calculated the legal and accounting costs associated
with filing the requisite reports under the Securities Exchange Act in this
discussion of its funding and liquidity requirements.
New Dawn does not expect to incur any research and development costs. New Dawn
does not expect the purchase or sale of plant or any significant equipment.
New Dawn has generated minimal revenue since its inception.
New Dawn is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that New Dawn will be
successful in raising the capital it requires through the sale of its common
stock.
BUSINESS
IN GENERAL
New Dawn has just recently commenced operations. The plan of operations
described in this prospectus depend on New Dawn raising a sufficient amount of
capital to dedicate financial resources to each element of its business plan.
There can be no assurance that any capital at all will be raised from this
offering. New Dawn's mailing address and the address of its principal offices
is 200 Viceroy Road, Unit #1, Concord, Ontario, Canada L4K3N8. The telephone
number of its principal executive office is (905) 738-3301.
No merger plans
None of our officers, directors, promoters or affiliates or associates have
had any preliminary contact or discussions with, and there are no present
plans, proposals, arrangements, or understandings with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction. There are no finders' fees, consulting
fees, or other compensation to be paid to officers, directors, promoters, or
other affiliates or associates from revenues or other funds from an
acquisition or merger candidate, or by the issuance of securities. We have no
consultants, nor have we had or plan to have, any negotiations for a merger or
business combination with any other entity.
New Dawn's plan of operations is to establish a gaming entertainment magazine
and develop a gaming entertainment web-site to take advantage of the e-
commerce approach to target the gaming marketplace. New Dawn's mission is to
capitalize on the opportunity that has resulted from the convergence of two
pervasive trends; the enormous expansion in the use of the Internet, and the
growth of the gaming industry.
Government approval is not necessary for New Dawn's business, and government
regulations have no or only a negligible effect on their respective
businesses.
New Dawn has not booked any significant research and development costs and
therefor do not expect to pass any of those costs to customers. And has no
product development or research and development costs.
THE INDUSTRY
New Dawn's focus is on on a convergence of three industries; gaming, magazine,
and Internet media. New Dawn's eventual goal is to expand into broadcast
media.
The Gaming Industry
Gaming is fast being considered an accepted form of entertainment, which is
demonstrated by the fact that 10% of leisure spending occurs in various gaming
related activities. Based on the U.S. National Gambling Impact Study Report
and the International Gaming and Wagering Business Report, $825 billion was
wagered in North America in the year 2000. The mainstream market has embraced
all forms of gaming. In almost all jurisdictions in North America, governments
have come to realize the massive potential of legalized gaming and the
benefits it can bring to their local economies. Consumers with high disposable
income now view gaming as an enjoyable, affordable form of entertainment. The
following statistics support this trend:
- - 190 million people in North American annually participate in some
form of gaming
- - 68% of North Americans gambled at least once in 1997
- - The average personal income of gamblers was $60,000 per year
- - 36.7 million people visited Las Vegas in 2000
- - 36 million people visited Atlantic City in 2000
- - There has been an exponential growth of multi billion dollar
luxury casino hotels
- - Demographic profiles indicate that gamblers are between 25 and
65, and consist 60% of men and 40% of women
Source: U.S. National Gambling Impact Study Report
International Gaming and Wagering Business Report
The Magazine Industry
The trend in magazine design and content has been toward specialization, or
segmentation, of audiences with narrowly focused genres. Generally, magazines
have several advantages as segmented media. For example, the number of
magazines is not constrained by technical restrictions faces by other forms of
media, such as radio, television and cable channels, so magazines can continue
expanding into more specialized topices and treatments until they saturate the
audience. Their formats and economic bases are more flexible. A small
circulation magazine can still be profitable if those it reaches are
interested enough in its contents to support it or if that audience is
important to specific advertisers.
With over 12,000 magazines and related periodicals being published, magazine
readership is quite fragmented. there are sizable subgroups, particularly
among young people, who read magazines more frequently than newspapers or
books. Magazine readership is highest among those of the ages of 18-24 and 35-
44.
The magazine industry has consolidated, and most major magazines are owned by
a few large groups. For example, the current Time-Warner Group, one of the
largest media conglomerates, grew from a magazine group, which started from
Fortune Magazine, Life Magazine, and later adding Sports Illustrated, Money,
and People Weekly.
However, the magazine industry is also one of the media areas where a new
entrant or competitor can best break in buy appealing to a new segment of the
market that is not yet served by other magazines. For example, Rolling Stone
went quickly from a small counterculturte or "hippie" magazines in 1969 to a
widely read rock music and counterculture lifestyle magazine in the 1970's.
More recently, the Ziff-Davis Group has capitalized on the rapidly growing
interest in personal computers to build a very profitable magazine empire
including PC Week, Pc magainze, and MacWeek.
Magazine distribution
Magazines are distributed directly by subscription and by retailers, such as
supermarkets and newsstands. Magazine wholesalers and distributors are a
crucial link between publishers and retailers, because many retailers simply
take whatever the wholesaler delivers. This gives distributors a great
influence over whether or not a new magazine is delivered to newsstands. Large
chain stores such as Wal-Mart and Target sell a large quantity of magazines.
There are also medium bookstores and book and magazine superstores, which
account for the sale of an increasing number of books and magazines.
Internet Media
The Internet has become the fastest-growing communications medium in history,
reaching nearly 50 million users within its first five years of existence.
That growth rate far out places 38 years for radio, 13 years for television,
and 10 years for cable. Jupiter Communications estates that nearly 100 million
U.S. citizens used the Internet in 1999, a figure which is expected to grow to
almost 160 million by 2003. E- Commerce on the Internet is growing at
incredible rates as well. Forrester Research estimates that consumers spent
$48.3 billion in e-commerce transactions in 2000, and $14.2 billion from
January through April of 2001.
Another popular online activity is Internet gaming. E-gaming combines the
potential of the fast growing Internet media with the lucrative gambling and
wagering market. The acquisition of Gamesville by Lycos in 2000 for $270
million indicates the increased interest in Internet gaming.
PRODUCTS AND SERVICES
New Dawn was formed to establish a membership driven entity with the goal of
becoming the ultimate destination resource and entertainment venue for
individuals who enjoy the gaming lifestyle. The first step toward achieving
this goal is the acquisition of The Gambler Magazine.
The Gambler Magazine
The Gambler Magazine was launched in March, 1999, and has become the third
largest consumer publication of its kind in North America. The magazine is the
largest gaming entertainment publication in Canada, with coast-to-coast
distribution, and has established distribution on the east coast of the United
States, with distribution in Atlantic City, Foxwoods Casino Resort and Mohegan
Sun in Connecticut, and in 42 poker rooms in Las Vegas. It appears on
newsstands in the United States and Canada in Chapters, Indigo, Barnes and
Noble, and Borders.
The Gaming Club Card
New Dawn will offer memberships in The Gaming Club Card. Members will be able
to capitalize on the strategic relationships New Dawn has made with casinos
and resorts, including discounts on hotels, airlines, car rentals,
restaurants, bus and vacation packages, and other "comp" related promotions
and incentives offered by casinos and resorts. Members will also receive a
one-year subscription to The Gambler Magazine, and a membership card contained
a personal identification number and password entitling them to complete
access to The Gaming Club Card Internet website, which will feature a "play
for fun" casino.
The Gaming Club Card Website
The Gaming Club Card Website, at www.gamingclubcard.com is currently under
development. When fully developed, it will offer:
- - free e-mail accounts for members
- - a comprehensive gaming search engine
- - gambling news, articles and reviews
- - educational gaming advice
- - a reservation system for golf courses, hotels, resorts, casinos,
air travel, rental cars, and other leisure related services
- - e-commerce merchandise sales of gaming related products and
literature
- - an interactive virtual "play for fun" casino, which will allow
users to chat, and gamble for "e-chips." Games offered will
include poker, blackjack, baccarat, roulette, craps, billiards,
darts, football, hockey, baseball, soccer and others. Members can
accumulate their e-chips for online purchases.
PROPERTY
We rent offices from our president pursuant to an oral agreement for a
nominal amount of rent. We consider the office space to be suitable for our
needs, and it is covered by adequate insurance. We own the domain names
www.thegamblermagazine.com,www.thegamblernetwork.com, and
www.gamingclubcard.com, and the trademark, "The Gambler Magazine," which is a
registered trademark.
PATENTS
We hold no patents for our intellectual property. However, our web sites
are proprietary and are protected by copyright law. We own the domain names
www.thegamblermagazine.com,www.thegamblernetwork.com, and
www.gamingclubcard.com, and the trademark, "The Gambler Magazine," which is a
registered trademark.
GOVERNMENT REGULATION
Government approval is not necessary for New Dawn's business, and government
regulations have no effect or a negligible effect on its business. If New
Dawn does expand into online gaming, it may require licensing or governmental
regulation, but New Dawn's plan of operations for the next 12 months does not
involve any significant government regulation.
EMPLOYEES
New Dawn presently employs five employees, all management, who each devote
their part time efforts to New Dawn.
LEGAL PROCEEDINGS
New Dawn is not subject to any pending litigation, legal proceedings or
claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of New Dawn serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of New Dawn
are as follows:
Name Age Position
- -------------- ------ ------------------------
Peter Szecsodi 37 President, CFO, Director
Anthony Gerace 39 Vice President, Director
David Markser 36 Vice President
Kara McVey 24 Secretary, Director
Peter Szecsodi. Mr. Szecsodi has served as the President, Chief Financial
Officer of New Dawn since its inception. Since 1997, he has been employed as
the publisher of The Gambler Magazine. From 1981 through 1997, he was in the
executive management of The Renascent Foundation, managing properties and 30
employees.
Antony Gerace. Mr. Gerace has served as Vice President and Director of New
Dawn since its inception. In 1979, Mr. Gerace began developing advertising
concepts for The Ontario Lottery Corporation. In 1988 he founded JAG Marketing
Concepts, a marketing and promotional wear company, and he remained with JAG
until 1998. Since 1999, he has been employed as a key participant in the
development of The Gambler Magazine and has played a major role in the co-
development of The New Dawn Entertainment, Inc.
David Markser. Mr. Markser has served as Vice President of New Dawn since
inception. He began his career in 1985 founding Daymar Electronics. He
specializes in designing "state of the art" audio/visual, wireless and
teleconferencing systems. Mr. Markser has also designed many elaborate
security and surveillance systems as well as computer networks for major
corporations and executive homes.
Kara McVey. Ms. McVey has served as New Dawn's secretary and director since
inception. From 1997 through 1998, she was employed at the Network Imaging
Centres as a graphic designer and also was in charge of the accounting
department for this company. Ms. McVey has worked as art director for The
Gambler Magazine since 1998.
Michael Bond. Mr. Bond has been a director of New Dawn since its inception.
For the last five years, he has been employed as a senior stock trade for
Griffiths, McBurney. Mr. Bond has extensive background experience in the stock
brokerage business and a good understanding of corporate finance and
economics.
EXECUTIVE COMPENSATION
The following table summarizes the compensation New Dawn has paid to its Chief
Executive Officer and all other executive officers for services rendered up to
the period ended December 31, 2001. No salaries are being paid at the present
time, and will not be paid unless and until there is available cash flow from
operations to pay salaries. There were no grants of options or SAR grants
given to any executive officers during the past fiscal year.
last fiscal year.
Annual Compensation
Name and Position Salary Bonus Annual Deferred Salary
- ----------------- ------ ----- ----------------------
Peter Szecsodi 0 0 0
Kara McVey 0 0 0
EMPLOYMENT AGREEMENTS
New Dawn has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of
New Dawn Entertainment, Inc.'s board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial
ownership of New Dawn's common stock as of December 31, 2001, by (I) each
person known by New Dawn to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each director of New Dawn
Entertainment, Inc., (iii) each Named Executive Officer and (iv) all directors
and executive officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares shown.
Shares
Beneficially
Name and Address of Beneficial Owner Owned Offering
- ------------------------------------ ------------ --------
Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
Peter Szecsodi 5,700,000 57 %
Evermore Publishing, Inc.
89 Ranee Avenue
Toronto Ontario Canada
M6A INI
Michael Bond 200,000 2 %
1796 Will Scarlett Drive
Toronto, Ontario
L5K2K2
Anthony Gerace 250,000 2.5 %
254 Stone Road
Aurora, Ontario
Canada L4G-647
David Markser 0 0 %
443 Fairlawn Ave.
Toronto, Ontario
Canada L5K 2K2
Kara McVey 175,000 1.75%
89 Ranee Ave.
Toronto, Ontario
Canada M6A 1N1
------------
Officers and Directors
as a Group 6,325,000 63.25%
------------
* Evermore Publishing, Inc. is owned 53% by Peter Szecosdi and 24% by Michael
Bond. Peter Szecsodi owns 200,000 shares in his own name and Michael Bond
owns 200,000 in 1273716 Ontario, Inc.
CERTAIN TRANSACTIONS
New Dawn rents its offices from Peter Szecsodi on a month to month basis at a
minimal cost to New Dawn.
In connection with organizing New Dawn, on June 1, 2000, 5,500,000 shares of
restricted common stock of New Dawn at par value was issued to Evermore
Publishing, Inc., a company beneficially owned by Peter Szecsodi and Michael
Bond, in exchange for services, the business plan of New Dawn, and New Dawn's
web site and domain names, pursuant to Section 4(2) of the Securities Act of
1933, to sophisticated persons (officers and directors) having superior access
to all corporate and financial information. Under Rule 405 promulgated under
the Securities Act of 1933, Mr. Bond and Mr. Szecsodi may be deemed to be
promoters of New Dawn. No other persons are known to Management that would be
deemed to be promoters.
On June 1, 2000, in exchange for services rendered, 200,000 shares of
restricted company stock was issued to Peter Szecsodi, at par value, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
On June 1, 2000, in exchange for services rendered, 250,000 shares of
restricted company stock was issued to Anthony Gerace, at par value, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
On June 1, 2000, in exchange for services rendered, 150,000 shares of
restricted company stock was issued to Olga Markser, at par value, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated persons
having superior access to all corporate and financial information. Under Rule
405 promulgated under the Securities Act of 1933.
On June 1, 2000, in exchange for services rendered, 175,000 shares of
restricted company stock was issued to Kara McVey, at par value, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated persons
(officers and directors) having superior access to all corporate and financial
information. Under Rule 405 promulgated under the Securities Act of 1933.
In 2000, 50,000 shares were issued to Susan Bond, and 25,000 shares to Chris
Bond, at par value, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 5,000 shares were issued to Karon Gerace, at par value, in exchange
for services rendered, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 250,000 shares were issued to Joe Szecsodi, at par value, in exchange
for services rendered, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 10,000 shares were issued to Laverne McVey and 10,000 shares to
Robert McVey, at par value for services rendered, in reliance upon Section
4(2) of the Securities Act of 1933, to sophisticated persons having superior
access to all corporate and financial information. Under Rule 405 promulgated
under the Securities Act of 1933.
In 2000, 5,000 shares were issued to Gus Gerace and 5,000 to Ann Gerace, at
par value, in exchange for services rendered, in reliance upon Section 4(2) of
the Securities Act of 1933, to sophisticated persons having superior access to
all corporate and financial information. Under Rule 405 promulgated under
the Securities Act of 1933.
On May 18, 2001, 200,000 shares of restricted common stock were issued to
Kenneth Eade, at par value, in exchange for legal services rendered, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons having superior access to all corporate and financial information.
Under Rule 405 promulgated under the Securities Act of 1933.
DESCRIPTION OF SECURITIES
The authorized capital stock of New Dawn consists of 50,000,000 shares of
common stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 16,000,000 shares of Common stock.
Common stock
Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock have cumulative voting rights. The Board of Directors
is empowered to fill any vacancies on the Board of Directors created by
resignations, subject to quorum requirements.
Holders of common stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of New Dawn available for distribution to such holders upon
liquidation.
All outstanding shares of common stock are, and the common stock offered, upon
issuance and sale, will be, fully paid and nonassessable.
There are currently 64 shareholders of record of our common stock.
PENNY STOCK STATUS
If and when it creates a market for its common stock, New Dawn common stock is
a "penny stock," as the term is defined by Rule 3a51-1 of the Securities
Exchange Act of 1934. This makes it subject to reporting, disclosure and other
rules imposed on broker-dealers by the Securities and Exchange Commission
requiring brokers and dealers to do the following in connection with
transactions in penny stocks:
- - Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks. In addition, the broker or dealer must deliver
to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.
- - Prior to the transaction, the broker or dealer must disclose to the customer
the inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the offer price
for the security transacted for a customer on a principal basis unless exempt
from doing so under the rules.
- - Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer,
other than a person whose function in solely clerical or ministerial.
- - The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security.
Imposing these reporting and disclosure requirements on a broker or dealer
make it unlawful for the broker or dealer to effect transactions in penny
stocks on behalf of customers. Brokers or dealers may be discouraged from
dealing in penny stocks, due to the additional time, responsibility involved,
and, as a result, this may have a deleterious effect on the market for New
Dawn's ' stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the common stock is Atlas
Stock Transfer, 5899 South State Street, Salt Lake City, Utah 84102.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, if all shares in the offering are sold, New
Dawn will have 16,000,000 shares of common stock outstanding. All shares sold
in this offering will be freely transferable without restriction or further
registration under the Securities Act of 1933, as amended. However, any share
purchased by an affiliate (in general, a person who is in a control
relationship with New Dawn's ), will be subject to the limitations of Rule 144
promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of New Dawn 's, may sell restricted securities in
broker's transactions or directly to market makers, provided the number of
shares sold in any three month period is not more than the greater of 1% of
the total shares of common stock then outstanding or the average weekly
trading volume for the four calendar week period immediately prior to each
such sale. After restricted securities have been fully paid for and held for
two years, restricted securities may be sold by persons who are not affiliates
of New Dawn without regard to volume limitations. Restricted securities held
by affiliates must continue, even after the two year holding period, to be
sold in brokers' transactions or directly to market makers subject to the
limitations described above.
Prior to this offering, no public market has existed for New Dawn's shares of
common stock. No predictions can be made as to the effect, if any, that market
shares or the availability of shares for sale will have on the market price
prevailing from time to time. The sale, or availability for sale, of
substantial amounts of common stock in the public market could adversely
affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the States of
California, New York, Nevada, Florida, Canada, and in the District of
Columbia.
The offering is self underwritten by New Dawn, which offers the Shares
directly to investors through officer Peter Szecsodi, who will offer the
Shares by prospectus and sales literature, to friends, former business
associates and contacts, and by direct mail to investors who have indicated an
interest in New Dawn. The offering is a self underwritten offering, which
means that it does not involve the participation of an underwriter or broker.
There is no minimum offering, no escrow will be used for this offering, and no
funds will be returned to investors. Funds received may used by us in our
discretion.
The offering of the Shares shall terminate 12 months after the date of this
prospectus.
New Dawn reserves the right to reject any subscription in whole or in part, or
to allot to any prospective investor less than the number of Shares
subscribed for by such investor.
LEGAL MATTERS
The validity of the common stock offered will be passed upon for New Dawn by
Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of New Dawn as of May 30, 2000 (inception)
through March 31, 2001 included in this Prospectus and elsewhere in the
Registration Statement have been audited by Rogelio G. Castro, independent
public accountant for New Dawn , as set forth in his reports thereon appearing
elsewhere herein, and are included in reliance upon such reports, given upon
the authority of such firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
New Dawn has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. Statements in this prospectus about any contract, agreement or
other document are not necessarily complete.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
New Dawn will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited
financial information for the first three quarters of each fiscal year.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
New Dawn Entertainment, Inc.
Independent Auditor's Report ....................................... F-1
Balance Sheets
March 31, 2001 ................................................. F-2
Statements of Operations
For the Years Ended March 31, 2001 ............................ F-3
Statements of Changes in Stockholders' Equity
For the Years Ended March 31, 2001....................... F-4
Statements of Cash Flows
For the Years Ended March 31, 2001....................... F-5
Notes to Consolidated Financial Statements ......................... F-27
ROGELIO G. CASTRO
Certified Public Accountant
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
New Dawn Entertainment, Inc.
I have audited the accompanying balance sheets of Mercury Software (A
Development Stage Company) as of March 31, 2001, and the related statements
of income, stockholders' equity, and cash flows for the period May 31, 2000
(inception) through March 31, 2001. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for our
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of New Dawn Entertainment, Inc.,
A Development
Stage Company) at March 31, 2000 and March 31, 2001, and the results of
operations and cash flows for the period May 31, 2000 (inception) through
March 31, 2001, in conformity with generally accepted accounting principles.
Oxnard, California
/s/ Rogelio G. Castro
Dated: September 21, 2001
New Dawn Entertainment, Inc.
(A Development Stage Company)
Balance Sheets
Dec. 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 - (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
for the period May 31, 2000 (inception) through March 31, 2001
Cumulative
from May 31, 2000
(inception)through
Dec. 31 March 31 December 31,
2001 2001 2001 (unaudited)
(unaudited)
---- ---- -------------------
Income $ - $ - $ -
----- ----- ------
Total Income - - -
----- ----- ------
Operating Expenses
General and
administrative expenses $ 4,000 $ 18,597 $22,597
------- ------ ------
Total Expenses 4,000 18,597 22,597
------- ------ ------
Net income (loss) $(4,000)$(18,597) $(22,597)
------- ------ ------
------- ------- -------
New Dawn Entertainment, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period May 31, 2000 (inception) through March 31, 2001
and December 31, 2001 (unaudited)
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-December 31, 2001 ( 4,000)
--------- -------- ------- -------
Balance at December 31, 2001 10,000,000 $ 255 $13,445 $ (22,597)
---------- -------- ------- -------
---------- -------- ------- -------
New Dawn Entertainment, Inc.
(a Development Stage Company)
Statements of Cash Flows
For the period May 31, 2000 (inception)through March 31, 2001
Cumulative from
(inception) through
March 31 December 31,
2001 2001 (unaudited)
---- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (18,597) $(22,597)
Stocks issued for services 200 200
------ -------
NET CASH USED BY OPERATING ACTIVITIES $(18,397) $(22,397)
------ -------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer 5,799 5,799
Proceeds from sale of common stock 13,500 13,500
------ ------
NET CASH FROM FINANCING ACTIVITIES 19,299 19,299
------ ------
INCREASE (DECREASE) IN CASH 902 (3,098)
BEGINNING CASH 0 0
------- -------
ENDING CASH $ 902 $ 402
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE:
Stocks issued for services $ 200 $ 200
NEW DAWN ENTERTAINMENT, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31,2001
NOTE 1 - ORGANIZATION
Nature of Business
New Dawn Entertainment, Inc. was incorporated on May 31, 2000 under the laws
of the State of Nevada. 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-commerce approach to target the gaming marketplace.
To finance its strategic plans and development, the Company intends to raise
additional required financing through an initial public offering. There can
be no assurance that the Company will be successful with its offering.
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 development
stage company, and that the statements of operation, stockholders' 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 principles.
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 March 31,2001, the Company
had no issuable shares qualified as dilutive to be included in the earnings
per share calculations.
Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses since its inception on May 31, 2000 through
March 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 Regards 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.
NOTE 4 - FISCAL YEAR
The Company's fiscal year end is March 31.
---------------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 5
Risk Factors.......................................... 7
We are highly dependent on Peter Szecsodi to
accomplish our plan of operations..................... 7
We face intense competition and may not be able to
compete successfully.................................. 7
We may require additional financing to fund our
plan of operations and we might not be able to
get it................................................ 7
The principal stockholder controls and will continue
to control us......................................... 8
We may not be able to manage our own growth
efficiently........................................... 8
An active public market may not develop for our
securities............................................ 8
Shares eligible for future sale may adversely
affect the market for our securities................... 8
There is no established market for our stock and
investors may not be able to sell their shares in
the future............................................ 9
Our growth will be limited to the amount of capital
we are able to raise in this offering. If we raise
only a nominal amount, then investors can expect
to experience a slow growth in their investment....... 9
This offering has no escrow, and funds may be used
upon receipt.......................................... 5
The penny stock rules cover our stock, which may
make it difficult for a broker to sell................ 9
Use of Proceeds....................................... 10
Dividend Policy....................................... 11
Price Range of Securities............................. 11
Dilution.............................................. 12
Management's Discussion and Analysis of
Financial Condition and Plan of
Operations.......................................... 16
Business.............................................. 17
Management............................................ 17
Certain Transactions.................................. 18
Principal Stockholders................................ 18
Description of Securities............................. 19
Shares Eligible for Future Sale....................... 19
Underwriting......................................... 19
Legal Matters........................................ 20
Experts.............................................. 21
Index to Consolidated Financial Statements........... 28
NEW DAWN ENTERTAINMENT, INC.
6,000,000 SHARES OF COMMON STOCK
-------------
PROSPECTUS
-------------
____________, 2002
--------------------------------------------------------------------------
--------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NRS 78.751 states that New Dawn may provide in its articles of
incorporation, by laws or by agreement, to indemnify New Dawn's officers and
directors. New Dawn's Bylaws provide that New Dawn shall, to the fullest
extent legally permissible under the provisions of the General Corporation Law
of the State of Nevada, indemnify and hold harmless officers and directors
from any and all liabilities and expenses imposed upon them in connection with
any action, suit or other proceeding. The articles of incorporation do not
provide for indemnification of officers or directors, but the by-laws provided
that we shall indemnify the directors of the corporation for any and all acts
during their capacity as directors to the fullest extent of the law.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Internet Services pursuant to the provisions referred to under Item
24 of this Registration Statement, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of
any action, suit or proceeding) is being asserted by such director, officer or
controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $ 1,584
Printing and engraving expenses................................ $ 500
Accounting fees and expenses................................... $ 3,500
Legal fees and expenses (other than Blue Sky).................. $10,000
----------
Total...................................................... $15,500
==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by New Dawn within the past three years
and were not registered under the Securities Act.
In connection with organizing New Dawn, on June 1, 2000, 5,500,000 shares of
restricted common stock of New Dawn at par value was issued to Evermore
Publishing, Inc., a company beneficially owned by Peter Szecsodi and Michael
Bond, in exchange for services, the business plan of New Dawn, and New Dawn's
web site and domain names, pursuant to Section 4(2) of the Securities Act of
1933, to sophisticated persons (officers and directors) having superior access
to all corporate and financial information. Under Rule 405 promulgated under
the Securities Act of 1933, Mr. Bond and Mr. Szecsodi may be deemed to be
promoters of New Dawn. No other persons are known to Management that would be
deemed to be promoters.
On June 1, 2000, in exchange for services rendered, 200,000 shares of
restricted company stock was issued to Peter Szecsodi, at par value, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
On June 1, 2000, in exchange for services rendered, 250,000 shares of
restricted company stock was issued to Anthony Gerace, at par value, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
On June 1, 2000, in exchange for services rendered, 150,000 shares of
restricted company stock was issued to Olga Markser, at par value, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated persons
having superior access to all corporate and financial information. Under Rule
405 promulgated under the Securities Act of 1933.
On June 1, 2000, in exchange for services rendered, 175,000 shares of
restricted company stock was issued to Kara McVey, at par value, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated persons
(officers and directors) having superior access to all corporate and financial
information. Under Rule 405 promulgated under the Securities Act of 1933.
In 2000, 50,000 shares were issued to Susan Bond, and 25,000 shares to Chris
Bond, at par value, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 5,000 shares were issued to Karen Gerace, at par value, in exchange
for services rendered, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 250,000 shares were issued to Joe Szecsodi, at par value, in exchange
for services rendered, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act
of 1933.
In 2000, 10,000 shares were issued to Laverne McVey and 10,000 shares to
Robert McVey, at par value for services rendered, in reliance upon Section
4(2) of the Securities Act of 1933, to sophisticated persons having superior
access to all corporate and financial information. Under Rule 405 promulgated
under the Securities Act of 1933.
In 2000, 5,000 shares were issued to Gus Gerace and 5,000 to Ann Gerace, at
par value, in exchange for services rendered, in reliance upon Section 4(2) of
the Securities Act of 1933, to sophisticated persons having superior access to
all corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933.
In 2000, New Dawn issued 2,665,000 shares to 34 investors, in a private
placement of securities, in reliance upon Section 4(2) of the Securities Act
of 1933, to sophisticated persons having superior access to all corporate and
financial information.
On May 18, 2001, 200,000 shares of restricted common stock were issued to
Kenneth Eade, at par value, in exchange for legal services rendered, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons having superior access to all corporate and financial information.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------
3.1 Articles of Incorporation
3.1(a) Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of common stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10 Subscription Agreement
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade (filed as part of
Exhibit 5.1)
------------------------
ITEM 28. UNDERTAKINGS.
The undersigned Company undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of New Dawn pursuant to the provisions referred to under
Item 24 of this Registration Statement, or otherwise, New Dawn has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by New Dawn of expenses incurred or paid by a director,
officer or a controlling person of New Dawn in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, New
Dawn will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of competent jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of
Concord, Ontario, Canada, on March 28, 2002.
New Dawn Entertainment, Inc.
By: Peter Szecsodi
-----------------------------------------
Peter Szecsodi, President and Director
Date: March 28, 2002
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: Peter Szecsodi
-----------------------------------
Peter Szecsodi, President, Chief Financial Officer and Director
Date: March 28, 2002
By: Kara McVey
-----------------------------------
Kara McVey, Secretary/Director
Date: March 28, 2002
By: Anthony Gerace
-----------------------------------
Anthony Gerace, Vice President, Director
Date: March 28, 2002
Exhibit 3.1
ARTICLES OF INCORPORATION
FILED # C15163-00
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF Nevada
May 31, 2000
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION OF
THE GAMBLER NETWORK.COM, INC.
FIRST: The name of the corporation (hereinafter referred to as "the
corporation") is:
THE GAMBLER NETWORK.COM, INC.
SECOND: Its principal place of the principal office in the state of
Nevada is located at 502 East John Street, Carson City, Nevada, 89706. The
name and address of its resident agent is CSC Services of Nevada, Inc., at the
above address.
THIRD: The natures of the business or objects or purposes proposed may
be organized under the General Corporation Law of the State of Nevada;
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.
FOURTH: The total authorized capital stock of the corporation is Fifty
Million (50,000,000) shares of common stock, with a par value of $0.001, and
5,000,000 shares of preferred stock with a par value of $.001.
FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced less
than one unless there is less than one stockholder.
The name and post office address of the first board of directors, which shall
be one in number, is as follows:
Name Marvin Winick
Post office address 16 Julia Street, Thornhill,
Ontario, Canada L3T 4R9
SIXTH: The capital stock, after the amount of the subscription price or
par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH: The name and post office address of the incorporator signing the
articles of incorporation is as follows:
Name C. Woodgate
Post Office address 502 E. John Street, Room E
Carson City, NV 89706
EIGHTH: The corporation is to have perpetual existence.
NINTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-
laws, if any, adopted by the shareholders, to make, alter or amend the by-laws
of the corporation.
TENTH: Meetings of stockholders may be held outside of the State of Nevada at
such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in teh articles of incorporation, in the manner
now or hereafter prescribed, and all rights conferred upon stockhodlers herein
are granted subect to this reservation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this thirty-first day of May, AD, 2000.
C. Woodgate
-----------------
C. Woodgate, Incorporator
Exhibit 3.1(a)
AMENDMENT TO ARTICLES OF INCORPORATION
EXHIBIT 3.3
BY-LAWS OF New Dawn Entertainment, Inc.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Nevada shall
be located at 502 E. John Street, Carson City, Nevada. The corporation may
have such other offices, either within or without State of incorporation as
the board of directors may designate or as the business of the corporation may
from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held in the month of
September in each year, beginning with the year 2001, at a date and time to be
specified by the board of directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders
of not less than twenty-five (25) per cent of all the outstanding shares of
the corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the directors of
the corporation may provide that the stock transfer books shall be closed for
a stated period but not to exceed, in any case, twenty (20) days. If the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for at least fifteen (15) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of stockholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of stockholders is to
be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares of
the corporation shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer books or to
vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the
time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholders. Upon the demand of any stockholder, the
vote for directors and upon any question before the meeting shall be by
ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided
by the Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be set by the board, but
shall not exceed seven (7). Each director shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least five (5) days previously
thereto by written notice delivered personally, or by telegram, or mailed to
each director at his business address. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. QUORUM.
At any meeting of the directors a majority shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority of
the directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled
by vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the un-
expired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services, but
by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the board.
14. INDEMNIFICATION.
Except for matters arising under the Securities laws of the United States,
this corporation shall indemnify the directors of the corporation for any and
all acts during their capacity as directors to the fullest extent of the law.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed by
the directors whenever in their judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the un-
expired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the corporation and,
subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall
be required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of president and such other duties
as may be prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or refusal
to act, the vice-president shall perform the duties of the president, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the president. The vice-president shall perform such other duties as from
time to time may be assigned to him by the President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these by-laws
or as required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in
accordance with these by-laws and in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the directors
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to
specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific
instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies
or other depositories as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form as
shall be determined by the directors. Such certificates shall be signed by the
president and by the secretary or by such other officers authorized by law and
by the directors. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the stockholders, the number
of shares and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the
corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board
of directors.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given
to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
Exhibit 4
SPECIMEN OF COMMON STOCK CERTIFICATE
[________]NUMBER
Shares[________]
AUTHORIZED common stock; 50,000,000 Shares PAR VALUE $.001 NOT VALID UNLESS
COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF
Nevada common stock CUSIP
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
THIS CERTIFIES THAT _________________________________________________________
Is the RECORD HOLDER OF Shares OF New Dawn Entertainment, Inc. common stock
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[SEAL OF New Dawn Entertainment, Inc.]
Peter Szecsodi
----------------------
Peter Szecsodi, President
Kara McVey
-----------------------
Kara McVey, Secretary
By: Pamela Gray
Atlas Stock Transfer Corporation
Salt Lake City, UT
This Certificate is not valid unless countersigned by the Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank),
or a trust company.
The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to
Minors of survivorship and not as
Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -
- -------------------------------------- - ------------- ---------
- ---------------- ________________________________________________________
______ ___ _________ (Please print or typewrite name and address including
zip code of assignee)
_________________________________________________________________________
_________ ________________________________________________________ ______
___ _________ ___________________________________________________________
______ ___ _________ Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________ ______ ___ _________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
November 21, 2001
Board of Directors
New Dawn Entertainment, Inc.
1600 Steeles Avenue, W. Unit 18
Concord, Ontario, Canada L4K 4M2
Re: New Dawn Entertainment, Inc.
Gentlemen:
The undersigned is counsel for New Dawn Entertainment, Inc.. I have been
requested to render an opinion on the 6,000,000 shares of New Dawn
Entertainment, Inc. proposed to be sold pursuant to New Dawn Registration
Statement on Form SB-2. In rendering this opinion, I have reviewed New Dawn
Registration on Form SB-2, company articles of incorporation and by laws and
other corporate documents. I have assumed the accuracy of all representations
made to me in New Dawn Entertainment, Inc.'s documents and by company officers
and directors. It is my opinion that the shares to be issued will be free
trading shares. It is further my opinion that:
1. New Dawn Entertainment, Inc. is a corporation duly organized, validly
existing and in good standing and is qualified to do business in each
jurisdiction in each jurisdiction in which it now does business.
2. That the shares of Common stock to be issued by New Dawn have been
reserved and are duly and properly approved by New Dawn Board of Directors.
3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, and will be a valid and binding obligation of the corporation.
4. That the shares of Common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state
jurisdictions in which they will be sold.
I hereby consent to the use of this opinion in New Dawn Registration Statement
on Form SB-2. Please feel free to contact the undersigned should you have any
further questions regarding this matter.
Very truly yours,
Kenneth G. Eade
- ------------------
KENNETH G. EADE
EXHIBIT 10
SUBSCRIPTION AGREEMENT
New Dawn Entertainment, Inc.
1600 Steeles Avenue, W. Unit 18
Concord, Ontario, Canada L4K 4M2
Gentlemen:
The undersigned has received your prospectus dated ___________________, 2001.
The undersigned represents as set forth below and subscribes to purchase
________shares at $1.00 per Share, for $_______________, subject to your
acceptance of this subscription. There is no minimum contingency and
proceeds may be utilized at the issuer's discretion. The undersigned, if an
individual, is a resident of, or, if a corporation, partnership or trust, has
as its principal place of business:
The State of Arizona _____
The State of California ______
The State of Nevada
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
Dated:______________.
For individuals:
_________________________
Signature
_________________________
Social Security Number
For corporations, trusts, partnerships, etc.:
__________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated, P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of my independent accountant's report dated
March 31, 2001, the balance sheet of March 31, 2001, and the related
statements of income, stockholder's equity, and cash flows for the period May
31, 2000 (inception) to March 31, 2001, in the Registration Statement on Form
SB-2, and any other references to me in the Registration Statement.
ROGELIO G. CASTRO
- ---------------------------
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
November 21, 2001