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 August 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ------------------

Commission File No. 0-31315

NEW CINEMA PARTNERS

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(Exact name of Registrant as specified in its charter)

NEVADA 87-0772357

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(State or other jurisdiction of (IRS Employer

Incorporation or Organization) Identification No.)

3200 Dufferin St. #404, North York, Ontario M6A 2T3

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(Address of Principal Executive offices)

(416)297 2788

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(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 X No

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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 August 31, 2001

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Common Stock, no par value 31,175,021

Transitional Small Business Disclosure Form (check one):

Yes No X

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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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEW CINEMA PARTNERS

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS



	August 31,		February 28,
	2001		2001
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ 46		$ 1,999
Miscellaneous receivable	-		21,341
Total current assets	46		23,340

OTHER ASSETS
Intangible assets	1,000,000		1,000,000
Debt issuance costs, net of accumulated amortization of $290,500 and $101,000	429,600		505,400
Total assets	$ 1,429,646		$ 1,528,740

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 87,594		$ 272,941
Accounts payable, related parties	2,000		195,000
Accrued interest	25,585		20,535
Convertible note payable	-		95,000
Shareholder advance	24,704		818
Total current liabilities	139,883		584,294
Loan payable – related party	150,000		150,000
Total liabilities	289,883		734,294

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value;
100,000,000 shares authorized,
31,175,021 and 11,040,736 shares issued and outstanding	31,175		24,191
Additional paid-in-capital	3,755,535		3,212,619
Deficit accumulated during
the development stage	(2,646,955	)	(2,449,411)
Cumulative foreign currency translation adjustment	8		7,047
Total stockholders’ equity	1,139,763		794,446

Total liabilities and stockholders’ equity	$ 1,429,646		$ 1,528,740

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

- 1 -

NEW CINEMA PARTNERS

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

February 18, 1999

Six Months Ended

August 31,

Three Months Ended

August 31,

(inception) to

August 31,

	2001		2000		2001		2000		2001

Revenue	$ -		$ -		$ -		$ -		$ -

Selling, general and administrative expenses	114,794		518,189		55,265		109,900		2,291,198
Amortization of debt issuance costs	75,800		75,800		37,900		37,900		328,400
Interest expense	6,950		5,000		2,450		2,500		27,357

Loss from operations before provision for income taxes	(197,544	)	(598,989	)	(95,615	)	(150,300	)	(2,646,955	)

Provision for income taxes	-		-		-		-		-

Net loss	$ (197,544	)	$ (598,989	)	$ (95,615	)	$ (150,300	)	$ (2,646,955	)

Net loss per share - basic and diluted	$ ( 0.01	)	$ ( 0.04	)	$ -		$ ( 0.01	)

Weighted average number of common shares outstanding	26,800,854		16,290,736		29,244,307		21,214,649

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

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NEW CINEMA PARTNERS

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Deficit

Accumulated

Foreign

Additional

During the

Currency

Common Stock

Paid-in

Development

Translation

	Shares		Amount		Capital			Stage			Adjustment			Total

Balance, February 18, 1999 (Inception)	-	$	- -	$	-		$	-		$	- -		$	-

Sale of common stock, February 18, 1999	4,000,000		4,000		155,435			-			-			159,435
Acquisition of public shell corporation, August 31, 1999	40,736		41		( 41	)		-			-			-
Sale of common stock, September 15, 1999	7,000,000		7,000		973,000			-			-			980,000
Issuance of options in connection with debt	-		-		758,000			-			-			758,000
Net loss	-		-		-			( 1,525,634	)		-			( 1,525,634	)
Foreign currency translation adjustment	-		-		-			-			6,304			6,304

Balance, February 29, 2000	11,040,736		11,041		1,886,394			( 1,525,634	)		6,304			378,105

Issuance of shares in connection with asset acquisition,
May 22, 2000	3,000,000		3,000		327,000			-			-			330,000
Issuance of shares for intangible assets, June 27, 2000	10,000,000		10,000		990,000			-			-			1,000,000
Issuance of shares for services, January 17, 2001	150,000		150		9,225			-			-			9,375
Net loss	-		-		-			( 923,777	)		-			( 923,777	)
Foreign currency translation adjustment	-		-		-			-			743			743

Balance, February 28, 2001	24,190,736		24,191		3,212,619			( 2,449,411	)		7,047			794,446

Issuance of shares for service, April 26, 2001 (unaudited)	500,000		500		44,500			-			-			45,000
Issuance of shares in conversion of note payable,
June 12, 2001 (unaudited)	1,384,285		1,384		95,516			-			-			96,900
Issuance of shares to settle accounts payable,
June 28, 2001 (unaudited)	5,100,000		5,100		402,900			-			-			408,000
Net loss (unaudited)	-		-		-			( 197,544	)		-			( 197,544	)
Foreign currency translation adjustment (unaudited)	-		-		-			-			( 7,039	)		( 7,039	)

Balance, August 31, 2001 (unaudited)	31,175,021	$	31,175	$	3,755,535		$	(2,646,955	)	$	8		$	1,139,763

The accompanying notes are integral part of these consolidated financial statements.

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NEW CINEMA PARTNERS

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

February 18, 1999 (inception) to

Six Months Ended August 31,

August 31,

	2001		2000		2001
	(Unaudited)		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (197,544	)	$ (598,989	)	$ (2,646,955	)
Stock-based compensation	45,000		330,000		384,375
Amortization of debt issuance costs	75,800		75,800		328,400
Decrease in receivable	21,341		-		-
(Decrease) Increase in accounts payable	29,653		171,136		497,594
Increase in accrued interest	6,950		5,000		27,485
NET CASH USED IN OPERATING ACTIVITIES	( 18,800	)	( 17,053	)	(1,409,101	)

CASH FLOWS FROM FINANCING ACTIVITIES -
Sale of common stock	-		-		1,139,435
Proceeds of loan payable	-		-		150,000
Shareholder advances	23,886		16,381		119,704
NET CASH PROVIDED BY FINANCING ACTIVITIES	23,886		16,381		1,409,139

Effect of currency translation on cash	( 7,039	)	5,070		8

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	( 1,953	)	4,398		46

CASH AND CASH EQUIVALENTS – beginning of period	1,999		99		-

CASH AND CASH EQUIVALENTS – end of period	$ 46		$ 4,497		$ 46

SUPPLEMENTAL INFORMATION:

During the period February 18, 1999 to May 31, 2001, the Company paid no cash for interest or income taxes.

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

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NEW CINEMA PARTNERS

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2001 AND 2000

NOTE 1 -

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Interim Financial Information

The accompanying unaudited interim financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-B of the Securities and Exchanges Commission. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s financial statements and related notes as contained in Form 10-KSB for the year ended February 28, 2001. In the opinion of management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of operations for the six months ended August 31, 2001 are not necessarily indicative of results of operations to be expected for the full year.

Going Concern Uncertainty

The accompanying unaudited 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 and/or negative working capital. 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.

The Company has decided not to pursue its plan to become an independent film production company. It intends to market its intellectual properties. It will also seek to obtain funds through the sale of additional equity or debt securities and intends to satisfy a portion of its current debt through the issuance of equity securities. It also has plans to acquire or merge with an operating company.

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NEW CINEMA PARTNERS

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2001 AND 2000

NOTE 2 -

COMMON STOCK

On June 28, 2001, 5,100,000 shares of common stock were issued to settle accounts payable of $215,000 and related party accounts payable of $193,000.

On June 12, 2001, 1,384,285 shares of common stock were issued in conversion of the note payable described in Note 3.

On April 26, 2001, the Company issued 500,000 shares of common stock for services valued at $45,000.

On May 22, 2000 the Company issued 300,000 shares for services valued at $330,000.

The Company issued a total of 1,125,000 shares pursuant to two contracts entered into during the year ended February 28, 2001. No services had been performed under these contracts and the contracts were cancelled subsequent to February 28, 2001. The shares issued were cancelled and are not reflected as being issued and outstanding in the financial statements.

NOTE 3 -

CONVERTIBLE NOTE PAYABLE

The Company had received advances aggregating $95,818 from a shareholder for working capital purposes.

On February 15, 2001, the Company issued a convertible note in the amount of $95,000 to secure substantially all of these advances. The note bears interest at a rate of 8% per year and is due on February 15, 2002. Principal and accrued interest is convertible at any time into common stock at the rate of $0.07 per share. For every dollar converted, the holder shall receive an option to acquire one share of common stock, at an exercise price of $0.50, exercisable for three years. On June 12, 2001, principal of $95,000 plus accrued interest of $1,900 was converted into 1,384,285 shares of common stock.

NOTE 4 -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITY

During the period ended August 31, 2001:

the Company issued 500,000 shares of common stock, valued at $45,000, for legal services;

the Company issued 5,100,000 shares of common stock to settle accounts payable of $408,000; and

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NEW CINEMA PARTNERS

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2001 AND 2000

NOTE 4 -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITY (Continued)

the Company issued 1,384,285 shares of common stock in conversion of $96,900 of debt.

During the period ended May 31, 2000:

the Company issued 3,000,000 shares of common stock, valued at $330,000, for services provided in connection with an asset acquisition.

NOTE 5 -

ACQUISITION

The Company entered into a share exchange agreement pursuant to which it will issue 25,000,000 shares of common stock to acquire all of the issued and outstanding stock of Imperial Logistics, Inc. (“ILI”). ILI has a right to cancel the agreement if the parties fail to obtain financing for a minimum of 500,000 Canadian dollars by November 30, 2001.

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Item 2. Management Discussion and Analysis or Plan of Operation

Three Months Ending August 31, 2001 Compared to

Three Months Ending August 31, 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 August 31, 2001. From July, 2000 to July, 2001 the Company had 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 to enable it to go into film production, to obtain new customers for the sale of film and television productions, to developing sources of supply, to developing and testing a marketing strategy and to 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 $290,500. In March 2001 the Company accepted the resignation of Damian Lee, the President of the Company. Mr. Lee's resignation has presented a predicament to the Company in that the exploitation of the assets acquired from Stone Canyon Pictures was based upon his professional leadership as a movie producer. As a result the business direction of the company is uncertain. In June, 2001, the Company entered into a purchase agreement with Imperial Logistics Inc. of Quebec, Canada whereby, if the envisioned transaction is completed, the Company will seek to become active in the shipping and logistics industry. In order to complete the contemplated transaction, the Company will be required to raise additional funds. There can be no assurance that the Company will be able to obtain the required financing.

There is no guarantee that the Company will be successful at completing the acquisition of Imperial Logistics Inc. of Quebec.

The Company has not yet generated sufficient revenues during its limited operating period of reorganization to fund its ongoing operating expenses, or to 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 or 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 three months ended August 31, 2001.

For the year ended August 31, 2001, the Company generated net sales of $-0-. The Company's cost of goods sold for the three months ended August 31, 2000 was $-0-. The Company's gross profit on sales was $-0- for the three months ended August 31, 2000. The Company's general and administrative costs aggregated approximately $114,794 for the six months ended August 31, 2001. 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. This increase represents essentially fees for the time spent doing the marketing research, planning and reorganization of the business for proposed entry into the shipping industry.

Liquidity and Capital Resources.

The Company had a cash balance of $46 at August 31, 2001, as compared to $1,999 for the three months ended February 28, 2001. Working capital at August 31, 2001 and August 31, 2000 was negative at $(139,837)and $(128,895) respectively. For the three months ended August 31, 2001 working capital was provided by management for the payment of expenses. At August 31, 2001 and August 31, 2000, the Company continued to be funded through a shareholder loan of $23,886. 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, and based on its current general and administrative 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 intends to sell its intellectual property rights, 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 does not plan 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 endeavour to initiate the following steps: 1. The Company will attempt to complete its acquisition in the Shipping and Logistics field. 2. The Company will attempt to complete a private placement to fund future operations should the Company complete an acquisition in the Shipping and Logistics Field.

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 and shareholder loans should satisfy current expenses until such time the Company completes any such financing and management believes that it will be capable of maintaining 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

None

Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

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None

(B) Reports on Form 8-K

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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: October 22, 2001 By: /s/ Martin Lapedus

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Martin Lapedus

President and CEO

NEW CINEMA PARTNERS 10-Q