NEW CINEMA PARTNERS
10QSB, 2001-01-19
BUSINESS SERVICES, NEC
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***

                    U. S. Securities and Exchange Commission
                            Washington, D. C.  20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  quarterly  period  ended  November 30,  2000

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

         For  the  transition  period  from                to
                                            --------------    ------------------


                           Commission File No.


                                NEW CINEMA PARTNERS
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                NEVADA                                 87-0772357
      -------------------------------             -------------------
      (State or other jurisdiction of               (IRS Employer
       Incorporation or Organization)             Identification No.)


               357 Bay St., Suite 404, Toronto, Ontario  M5H2T7
          ------------------------------------------------------------
                    (Address of Principal Executive offices)


                                (416) 367 - 8299
                                 --------------
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                          Yes                       No      X
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


           Class                               Outstanding at November 30, 2000
           -----                                 ----------------------------

Common  Stock,  no  par  value                            24,040,736


<PAGE>
***
Transitional  Small  Business  Disclosure  Form  (check  one):

                          Yes                       No     X
                              --------                 --------


                               NEW CINEMA PARTNERS


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements

Item  2.           Management's  Discussion  and  Analysis  or
                    Plan  of  Operation


                                     PART II
                                OTHER INFORMATION

Item  1.           Legal Proceedings

Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Signatures

Exhibits


<PAGE>
***
                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements







<PAGE>
<TABLE>
<CAPTION>
***
                               NEW CINEMA PARTNERS
                                  Balance Sheet
                              For the Period Ending
                                 November 30, 2000



                                                                         11/30/00         02/29/00
                                                                      ------------------------------------
ASSETS                                                                (Unaudited)
CURRENT ASSETS
<S>                                                                              <C>                  <C>
Cash and cash equivalents                                                        $   65               $99
                                                                             ----------        -----------
Total current assets                                                                 65                99

OTHER ASSETS
Intangible Assets                                                             1,000,000
Debt issuance costs, net of accumulated
amortization of $214,700 and $101,000                                           543,300           657,000
                                                                             ----------        -----------

Total assets                                                                  1,543,365           657,099
                                                                             ==========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                               $413,774          $115,000
Shareholder advance                                                              41,435            13,994
                                                                             ----------        -----------
Total current liabilities                                                       455,209           128,994
Loan payable - related party                                                    150,000           150,000
                                                                             ----------        -----------
Total liabilities                                                               605,209           278,994
                                                                             ----------        -----------

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 100,000,000 shares                               24,041            11,041
authorized, 24,040,736 and 11,040,736 shares
issued and outstanding
Additional paid-in-capital                                                    3,203,394         1,886,394
Deficit accumulated during the development stage                             (2,300,664)       (1,525,634)
Cumulative foreign currency translation adjustment                               11,385             6,304
                                                                             ----------        -----------
Total stockholders' equity                                                      938,156           378,105
                                                                             ----------        -----------
Total liabilities and stockholders' equity                                   $1,543,365          $657,099
                                                                             ==========        ===========



</TABLE>



<PAGE>
<TABLE>
<CAPTION>
***

                               NEW CINEMA PARTNERS
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   For The Nine Months Ended November 30, 2000
                                    unaudited



                                                                                                          February 18, 1999
                                                             Nine Months           Nine Months             (Inception) to
                                                            Ended November 30,    Ended November 30         November 30, 2000
                                                                 2000                 1999
                                                           -----------------     -----------------        ---------------------
                                                             (Unaudited)           (Unaudited)
  CASH FLOWS FROM OPERATING ACTIVITIES
       <S>                                                   <C>                   <C>                       <C>
       Net loss                                              $  (   775,030)       $ (  1,433,287)           $      (2,300,664)
       Stock Based Compensation                                     330,000                     -                      330,000
       Amortization of debt issuance costs                          113,700                63,200                      214,700
       Increase in accounts payable                                 298,774                 4,125                      413,774
                                                           -----------------     -----------------        --------------------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                      (   32,556)          (  1,365,162)                 (1,342,190)

                                                           -----------------     -----------------        --------------------

  CASH FLOWS FROM FINANCING ACTIVITIES -
       Sale of common stock                                               -             1,139,435                    1,139,435
       Cash Overdraft                                                     -                     -                            -
       Proceeds of loan payable                                           -               150,000                      150,000
       Shareholder advances                                          27,441                83,130                       41,435
                                                           -----------------     -----------------        --------------------

  NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                   27,441             1,372,565                    1,330,870

                                                           -----------------     -----------------        --------------------

  Effect of currency translation on cash                              5,081                (6,339)                      11,385
                                                           -----------------     -----------------        --------------------

  NET DECREASE IN CASH AND CASH EQUIVALENTS                             (34)               $  264                       $   65

  CASH AND CASH EQUIVALENTS -
    beginning of period
                                                                         99                     -                            -
                                                           -----------------     -----------------        --------------------

  CASH AND CASH EQUIVALENTS - end of period                          $   65                $  264                       $   65


SUPPLEMENTAL INFORMATION:
     During the period  presented,  the  Company  paid no cash for  interest  or
     income taxes (unaudited).



</TABLE>

<PAGE>
<TABLE>
<CAPTION>
***
                               NEW CINEMA PARTNERS
                            Statements of Operations



                                                 Three Months    Nine Months        Three Months    Nine Months       (inception)
                                                 Ended           Ended              Ended            Ended            To November
                                                 30-Nov-99       30-Nov-99          30-Nov-00        30-Nov-00        31, 2000
                                                 (Unaudited)     (Unaudited)        (Unaudited)      (Unaudited)      (Unaudited)
<S>                                                 <C>             <C>                <C>              <C>              <C>
Revenue                                                    0                 0                0                 0              0
Selling, general and administrative expenses         642,727         1,365,962          135,641           653,830      2,071,964
Amortization of debt issuance costs                   37,900            63,200           37,900           113,700        214,700
Interest expense                                       2,500             4,125            2,500             7,500         14,000
                                                 ------------    ---------------    --------------   -------------    ------------
Loss from operations before provision for income    (683,127)       (1,433,287)        (176,041)         (775,030)    (2,300,664)
taxes
Provision for income taxes                                 0                 0                0                 0              0
                                                 ------------    ---------------    --------------   -------------    ------------
Net loss                                            (683,127)       (1,433,287)        (176,041)         (775,030)    (2,300,664)
                                                 ============    ===============    ==============   =============    ============
Net loss per share - basic and diluted                   $(0.06)            (0.24)           (0.01)            (0.04)         (0.19)
Weighted average number of common shares           9,963,813         5,973,480       24,040,736        18,855,282     12,080,700
outstanding




</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       F-5


<PAGE>




                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accompanying  financial  statements  include  the  accounts  of New  Cinema
Partners ("Nevada"),  a Nevada corporation formed on February 2, 1998 as Valence
9 Development,  Inc. and its wholly owned subsidiary New Cinema  Partners,  Inc.
("Ontario"),  a Canadian  corporation  formed on February 18,  1999.  Nevada and
Ontario  are  collectively  referred  to  as  the  "Company".   All  significant
inter-company accounts and transactions have been eliminated in consolidation.

The Company  conducts its operations from offices  located in Toronto,  Ontario,
Canada.


Effective  August 31, 1999,  Nevada  acquired all of the issued and  outstanding
common  stock of  Ontario.  As a result of this  transaction,  Ontario's  former
shareholder  obtained control of Nevada, a shell corporation with no operations.
For accounting purposes, this acquisition has been treated as a recapitalization
of Ontario.


The financial statements presented include only the accounts of Ontario from its
inception (February 18, 1999) and of Nevada from August 31, 1999.

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However,  the Company has no established  source of
revenue.  This factor raises  substantial  doubt about the Company's  ability to
continue as a going concern. Without realization of additional capital, it would
be  unlikely  for the  Company to continue  as a going  concern.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification of recorded asset amounts and  classification of liabilities that
might be necessary should the Company be unable to continue in existence.

Management plans to take the following steps that it believes will be sufficient
to provide the Company with the ability to continue in existence:

a)   Raise additional working capital through a private  placement.  The private
     placement will be in the form of debt, equity or a convertible debenture.

b)   Seek acquisitions for the company. Acquisitions will be operating companies
     in the entertainment, e-commerce, internet or electronic industries.


                                      - 7 -

                                       36
<PAGE>

                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2000


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
        (Continued)

Unaudited Financial Information
In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments) necessary to present fairly its financial position as of August 31,
2000 and the results of its  operations and cash flows for The Nine Months ended
November 30, 2000.  These  statements are condensed and therefore do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements.  The results of operations for the
six months ended November 30, 2000 are not necessarily indicative of the results
to be expected for the full year.

Nature of Operations
The Company is currently a development-stage company under the provisions of the
Financial  Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") NO. 7.

The  Company is engaged  in the  location  based  entertainment  industry,  with
activities in the location,  design,  construction,  management and operation of
"high tech",  specialized theater venues,  including digital interactive movies,
IMAX films and other  specialized films in the "2D", "3D" format and live action
and animation features.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and Cash Equivalents
The Company  considers all highly  liquid  investments  purchased  with original
maturities of three months or less to be cash equivalents.

Concentration of Credit Risk
The Company  places its cash in what it believes to be  credit-worthy  financial
institutions.  However,  cash balances may exceed FDIC insured levels at various
times during the year.

Fair Value of Financial Instruments
The carrying value of cash and cash equivalents,  accounts payable, loan payable
and advance from shareholder approximates fair value due to the relatively short
maturity of these instruments.

                                      - 8 -


                                       37
<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2000


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
         (Continued)

Income Taxes
Income  taxes are  provided  for  based on the  liability  method of  accounting
pursuant to SFAS No. 109, "Accounting for Income Taxes".  Deferred income taxes,
if any,  are  recorded  to  reflect  the tax  consequences  on  future  years of
differences  between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end.

Translation of Foreign Currency
The Company translates the foreign currency financial statements of its Canadian
subsidiary in accordance with the requirements of SFAS No. 52, "Foreign Currency
Translation".  Assets and liabilities are translated at current  exchange rates,
and related  revenue and expenses are  translated at average  exchange  rates in
effect during the period.  Resulting  translation  adjustments are recorded as a
separate component in stockholders'  equity.  Foreign currency transaction gains
and losses are included in the statement of operations.

Earnings Per Share
The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings Per Share",  which requires  presentation  of basic earnings per share
("BEPS") and diluted  earnings per share  ("DEPS").  The  computation of BEPS is
computed by dividing  income  available to common  stockholders  by the weighted
average number of outstanding common shares during the period. DEPS gives effect
to all dilutive  potential  common  shares  outstanding  during the period.  The
computation of DEPS does not assume conversion,  exercise or contingent exercise
of securities that would have an antidilutive effect on earnings. As of November
30, 2000, the Company has no securities that would effect loss per share if they
were to be dilutive.

Comprehensive Income
SFAS No. 130, "Reporting  Comprehensive  Income",  establishes standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items,  minimum pension  liability
adjustments,  and unrealized gains and losses on certain investments in debt and
equity securities.

NOTE 2 -          CORPORATE REORGANIZATION AND MERGER

On August 31, 1999,  Nevada, a public shell, and Ontario executed an Acquisition
Agreement (the  "Agreement")  that provided that Nevada would acquire all of the
issued  and  outstanding  common  stock  of  Ontario.  In  connection  with  the
transaction, the sole shareholder of Ontario received 4,000,000 shares of Nevada
common stock for its 4,000,000 shares of Ontario.


As a result of this  transaction the former  shareholder of Ontario  acquired or
exercised  control  over a majority  of the shares of Nevada.  Accordingly,  the
transaction has been treated for accounting  purposes as a  recapitalization  of
Ontario and, therefore,  these financial  statements represent a continuation of
the accounting acquirer, Ontario, not Nevada, the legal acquirer.


                                      - 9 -

                                       38
<PAGE>

                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2000




NOTE 2 -          CORPORATE REORGANIZATION AND MERGER (Continued)

In accounting for this transaction:

i)   Ontario is deemed to be the purchaser and surviving  company for accounting
     purposes.  Accordingly, its net assets are included in the balance sheet at
     their historical book values;

ii)  Control of the net assets and  business  of Nevada was  acquired  effective
     August 31, 1999 (the "Effective Date"). This transaction has been accounted
     for as a purchase of the assets and  liabilities  of Nevada by Ontario.  At
     the effective date Nevada had no assets or liabilities.

iii) The consolidated  statements of operations and cash flows include Ontario's
     results  of  operations  and cash  flows from  February  18,  1999 (date of
     inception) and Nevada's results of operations from the Effective Date.


                                       39
<PAGE>

                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2000



NOTE 3 - COMMON STOCK

On  September  15,  1999,  the Company sold  7,000,000  shares of common  stock,
pursuant to a private placement, for  proceeds of $980,000.

During the period ending August 31, 2000, the Company issued  10,000,000  shares
of common stock valued at $1,000,000 (fair value on date of issuance) to acquire
certain  intangible  assets.  The Company also issued 3,000,000 shares of common
stock valued at $330,000 (fair value on date of issuance) for services  provided
in  connection  with the  intangible  assets.  This  amount has been  charged to
expense.

NOTE 4 - LOAN PAYABLE - RELATED PARTY

The Company received a loan from a related party in the amount of $150,000.  The
loan bears interest at 6.5% per year and is due on July 9, 2004.

In  connection  with  obtaining  this  loan,  the  Company  granted an option to
purchase  250,000  shares  of  common  stock to a third  party.  The  option  is
exercisable  at $2.50 per  share  for nine  months  after  the  Company  files a
registration statement.  This option has been valued at $758,000 using the Black
Sholes option pricing model with the following  assumptions:  Interest rate, 4%;
Volatility rate, 200%; Expected life, 1 year; Dividend yield, $0. This amount is
being amortized over the five year life of the loan.

NOTE 5 - SHAREHOLDER ADVANCES

A shareholder  has advanced funds to the Company for working  capital  purposes.
These advances bear no interest and are due upon demand.

NOTE 6 - ACQUISITION OF INTANGIBLE ASSETS

The  Company   consummated  an  asset  purchase   agreement   acquiring  certain
intellectual  properties,  comprising  scripts and storylines,  owned by 1255234
Ontario,  Inc.,  also known as Stone Canyon  Pictures.  The  purchase  price was
10,000,000  shares  of  Company  common  stock,   valued  at  $0.10  per  share.
Additionally, the Company issued 3,000,000 shares of common stock as payment for
services  provided in connection  with the  acquisition.  These shares have been
valued at $0.11 per share.

<PAGE>
Item 2.  Management Discussion and Analysis or Plan of Operation


Three Months Ending November 30, 2000 Compared to
Three Months Ending November 30, 1999

                               PLAN OF OPERATIONS
                      FOR THE YEAR ENDING FEBRUARY 29, 2000
              AND FOR THE THREE MONTHS ENDED November 30, 2000

   The following  discussion relates to the results of our operations to date,
and our financial condition:

     This  document  contains  forward  looking  statements  relating  to  our
Company's  future economic  performance,  plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based  on the  beliefs  of,  as well  as  assumptions  made  by and  information
currently  known to, our  management.  The words  "expects,  intends,  believes,
anticipates,  may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking  statements.  The cautionary statements
set forth in this  section are  intended to  emphasize  that actual  results may
differ materially from those contained in any forward looking statement.

Development stage activities.

     The Company has been a  development  stage  enterprise  from its  inception
February 18, 1999 to November 30, 2000. Since July, 2000 the Company has been in
the  process of  developing  a film  production  and  distribution  business  by
utilizing  assets  and  talent  it  acquired  pursuant  to an asset  acquisition
consummated  on June 27, 2000.  Prior to that the Company had been involved in a
venture to develop and market internet software, and a venture to create own and
manage a proprietary  type of movie theatres,  none of which had resulted in any
revenues.

     Since December,  1999 management has devoted the majority of its efforts to
initiating the process of finding a suitable  business for the Company to become
involved with, obtaining the intellectual  property assets, and reorganizing the
Company  thereforth  to  enable  it to go into film  production,  obtaining  new
customers for sale of film and  television  productions,  developing  sources of
supply,  developing and testing its marketing  strategy and finding a management
team to begin the process of: completing its marketing goals; and furthering its
research and development for its products.

     These  activities  were funded by the Company's  management and investments
from  stockholders  in the amount of 163,994 . The Company has not yet generated
sufficient  revenues  during its limited  operating  history to fund its ongoing
operating  expenses,  repay  outstanding  indebtedness,  or fund its projects or
product  development  activities.  There can be no assurance that development of
any  project  will be  completed  in a  timely  manner  and  within  the  budget
constraints of management and that the Company's marketing research will provide
a profitable path to utilize the Company's marketing plans.

     During this  period,  management  has  continued  to finance is  activities
through the issuances of stock and officer  loans,  and has devoted the majority
of its efforts to initiating the process of the preparing  market plans to enter
the business of film  production,  obtaining new customers for sale of completed
projects , developing  sources of supply,  developing  and testing its marketing
strategy and finding a management  team to begin the process of:  completing its
marketing  goals;  furthering  its marketing  research and  development  for its
products;  completing  the  documentation  for the  filing  of Form 10 with  the
Securities and Exchange  Commission to become a fully  reporting  Company to the
SEC. These  activities  were funded by the Company's  management and investments
from stockholders.

     The Company has not yet generated  sufficient  revenues  during its limited
operating period of reorganization to fund its ongoing  operating  expenses,  or
fund its marketing  plans and product  development  activities.  There can be no
assurance that  development  of the marketing  plans will be completed and fully
tested in a timely manner and within the budget  constraints  of management  and
that the Company's  marketing research will provide a profitable path to utilize
the  Company's  marketing  plans.  Further  investments  into market  design and
implementation  and development,  marketing research as defined in the Company's
operating plan will significantly  reduce the cost of development,  preparation,
and  processing of purchases  and orders by enabling the Company to  effectively
compete in the market place.

      Results of Operations for the year ended February 29, 2000.

     For the year ended  February 29, 2000,  the Company  generated net sales of
$-0-.  The Company's cost of goods sold for the year ended February 29, 2000 was
$-0-.  The Company's  gross profit on sales was $-0- for the year ended February
29, 2000.

     The Company's  general and  administrative  costs aggregated  approximately
$1,418,134 for the year ended February 29, 2000. These expenses  represent carry
over losses from the Company's  reorganization,  bank charges and the payment of
fees  to  the  stock  transfer  agent  and  other  expenses  necessary  for  the
continuation of the business.
                                        18
<PAGE>

Results of Operations  for the three months ended  November 30, 2000.

     For the three months  ended August 31,  2000,  the Company  generated  net
sales of $-0-.  The  Company's  cost of goods  sold for the three  months  ended
November  30, 2000 was $-0- . The  Company's  gross profit on sales was $-0- for
the three months ended November 30, 2000.

     The Company's  general and  administrative  costs aggregated  approximately
$37,900  for  the  three  months  ended  November  30,  2000.   This  represents
essentially fees for the time spent doing the marketing  research,  planning and
reorganization of the business for its entry into the film and movie industry.

Liquidity and Capital Resources.

     The Company had a cash balance of $65 at November 30, 2000,  as compared to
$99 for the year ended February 29, 2000.  Working  capital at February 29, 2000
and November 30, 2000 was negative at $ 204,364 and $ 455,154 respectively.  For
the year ended  February 29, 2000 and for the three  months  ended  November 30,
2000, working capital was provided by management for the payment of expenses. At
February  29, 2000 and November  30,  2000,  the Company  continued to be funded
through shareholder loan balances aggregating $163,491 and 163,994 respectively.

     During the next twelve  months the Company's  Plan of Operation  recognizes
that due to the fact that the company does not have  sufficient  cash on hand to
continue its current  operations  based on its current general and  admistrative
expenses  that the company  will  require  private  placement  financing or will
require  additional loans from shareholders or the officers and directors of the
Company.  Additionally, the Company recognizes that there are no assurances that
it will be successful in obtaining any private  placement  financing the Company
is confident that it will be capable of obtaining such loans.

     Additionally,  the  Company  believes  that upon  completion  of becoming a
reporting  company and commences  trading on the NASD Electronic  Bulletin Board
that its  ability to  complete  private  placement  financing  will be made more
feasible.

     The  Company  will  continue  to  explore  development  financing  for  its
entertainment  projects in development  which may contribute to basic  corporate
general and  administrative  expenses however management of the company realizes
that  there  is no  assurance  that it  will  be  successful  in  obtaining  any
development financing for its entertainment projects in development. The Company
does not  intend to sell any of its  intellectual  property  rights at this time
however,  in connection  with the  development  financing  strategy it may joint
venture or co-produce projects related to the underlying intellectual property.

     The Company does not  anticipate a significant  increase or decrease in the
number of full time employees it currently employs.

     In view of the uncertainties  concerning the Companies  continued existence
as a going  concern,  the  Company  plans  to  pursue  its  business  plan as an
independent film production company. In order to mitigate the possibility of the
Company  failing to maintain as a going  concern  the Company  will  endeavor to
initiate the following steps:

1.   The  Company  believes  that  it  can  leverage  its  current  intellectual
     properties and industry relationships in order to successfully proceed from
     development to production of such projects.

2.   Identify the appropriate  financing  strategy to finance one or more of the
     Companies intellectual properties through the development phase.

3.   Work closely with global  distributors to secure  production  financing for
     any given project.

4.   Pursue production on any given project.

5.   Capitalize on any completed project.

6.   Pursue additional intellectual properties.

7.   Gain relationships with creative talent including Stars.

8.   Repeat the development through production process if successful.

     In Managements  opinion the Company has the potential to realize this plan.
Specifically,  the Company  believes that  intellectual  property  acquired from
Stone Canyon Pictures represent quality programs creatively and could have broad
commercial  appeal.  Management also believes that Damian Lee will be successful
at attracting major talent to projects, which is a major industry requirement to
attain distribution  appeal. The Company's current expenses are manageable.  All
six  employees  have not taken a salary to date and will not draw a salary until
such time as the Company  completes a significant  financing.  Management  loans
should satisfy current  expenses until such time the Company  completes any such
financing and management  believes that it will be capable of maintaining  under
current arrangements for at least the next twelve months.

     Thereafter,  if cash generated from  operations is  insufficient to satisfy
the Company's working capital and capital expenditure requirements,  the Company
may be  required  to  sell  additional  equity  or  debt  securities  or  obtain
additional credit facilities.  There can be no assurance that such financing, if
required, will be available on satisfactory terms, if at all.

<PAGE>



                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings

     The Company had previously occupied premises in a different  location.  The
Company  maintains that it did not sign, and did not enter into, a lease for the
previous  location.  The real estate property manager  maintains that there is a
five-year lease, and that legal action will commence to recover outstanding rent
and damages. The Company has no knowledge of any legal action, believes there is
no merit to any  possible  action,  and has not  included  a  provision  for any
outstanding  rent or damages in these financial  statements.  Item 2. Changes in
Securities and Use of Proceeds



<PAGE>




Item 6. Exhibits  and  Reports  on  Form  8-K

(A)     Exhibits
        --------

27.1    Financial  Data  Schedule

(B)     Reports  on  Form  8-K
        ----------------------

None


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          New Cinema Partners  Corporation
                                          (Registrant)



Dated:   January 15,  2000              By: /s/ Damian Lee
                                          ---------------------------
                                          Damian Lee
                                          President  and  CEO



<PAGE>


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