UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

NEW DIMENSION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-55102	27-3388068
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
incorporation or organization)		Identification No.)

3987 West Deer Mountain Drive, Riverton, Utah 84065

(Address of Principal Executive Offices)

_______________

(801) 910-6387

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨

The number of shares outstanding of the Registrant’s $.001 par value common stock as of July 25, 2014, was 13,933,438.


PART I --FINANCIAL INFORMATION		3

	Item 1. Financial Statements	3

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9

	Item 3. Quantitative and Qualitative Disclosure about Market Risk	11

	Item 4. Controls and Procedures	11


PART II --OTHER INFORMATION		12

	Item 1. Legal Proceedings	12

	Item 1A. Risk Factors	12

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12

	Item 3. Defaults Upon Senior Securities	12

	Item 4. Mine Safety Disclosures	12

	Item 5. Other Information	12

	Item 6 Exhibits	12

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

NEW DIMENSION HOLDINGS, INC.

(A Development Stage Company)

BALANCE SHEETS


ASSETS
			June 30,
			2014	December 31,
CURRENT ASSETS			(unaudited)	2013

		Escrow cash account	$ -	$ 1,913

		Total Current Assets	-	1,913

		TOTAL ASSETS	$ -	$ 1,913

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable		$ 24,775	$ 11,965
	Accounts payable, related party (Note 3)		4,762	3,065
	Payables, related party (Note 3)		19,438	9,060
	Accrued taxes, penalties, and interest		3,404	3,370
	Related party accrued interest (Note 3)		758	-

		Total Current Liabilities	53,137	27,460

		Total Liabilities	53,137	27,460

STOCKHOLDERS' EQUITY (DEFICIT)

	Common stock (par value $0.001), 200,000,000 shares authorized,
	13,933,438 shares issued and outstanding		13,933	13,933
	Paid in capital in excess of par value		754,945	751,945
	Deficit accumulated during development stage		(822,015)	(791,425)

		Total Stockholders' Equity (Deficit)	(53,137)	(25,547)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ -	$ 1,913

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

NEW DIMENSION HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)


							From
							Inception of
							Development
							Stage On
							March 3, 1980
			For the three	For the three	For the six	For the six	Through
			months ended	months ended	months ended	months ended	June 30,
			June 30, 2014	June 30, 2013	June 30, 2014	June 30, 2013	2014

REVENUES			$ -	$ -	$ -	$ -	$ -

OPERATING EXPENSES			6,819	26,597	29,832	26,597	792,751

LOSS FROM OPERATIONS			(6,819)	(26,597)	(29,832)	(26,597)	(792,751)

OTHER EXPENSE

	Interest expense-related party		(496)	(198)	(758)	(1,044)	(29,264)

		Total Other Expense	(496)	(198)	(758)	(1,044)	(29,264)



NET LOSS BEFORE INCOME TAXES			(7,315)	(26,795)	(30,590)	(27,641)	(822,015)

INCOME TAXES			-	-	-	-	-

NET LOSS			$ (7,315)	$ (26,795)	$ (30,590)	$ (27,641)	$ (822,015)


BASIC LOSS PER COMMON SHARE			$ (0.00)	$ (0.03)	$ (0.00)	$ (0.00)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING - BASIC			13,933,438	2,724,524	13,933,438	1,668,140

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

NEW DIMENSION HOLDINGS, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)


			Paid in	Deficit
			Capital in	Accumulated	Total
	Common Stock		Excess of	During	Stockholders'
	Shares	Amount	Par Value	Development Stage	Equity (Deficit)

Balance, December 31, 2013	13,933,438	$ 13,933	$ 751,945	$ (791,425)	$ (25,547)

Contributed Services (unaudited)	-	-	3,000	-	3,000

Net loss for the 6 months ended
June 30, 2014 (unaudited)	-	-	-	(30,590)	(30,590)
Balance, June, 30, 2014 (unaudited)	13,933,438	$ 13,933	$ 754,945	$ (822,015)	$ (53,137)

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

NEW DIMENSION HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)


					From
					Inception of
					Development
					Stage On
			For the six	For the six	March 3, 1980
			months ended	months ended	Through
			June 30, 2014	June 30, 2013	June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$ (30,590)	$ (27,641)	$ (822,015)
Contributed Services			3,000	-	5,100
Contributed Interest			-	-	383
Adjustments to reconcile net loss to net cash
used by operating activities:
	Common stock for services rendered		-	10,000	36,650
	Common stock issued for debt		-	-	40,000
	Common stock issued for marketing rights		-	-	10,000
	Increase (decrease) in accounts payable		12,810	6,921	25,500
	Increase (decrease) in accounts payable related party		1,697	350	577,339
	Increase (decrease) in accrued taxes, penalties and interest		34	(24)	3,404
	Increase (decrease) in related party accrued interest		758	1,044	21,324
		Net Cash Used by Operating Activities	(12,291)	(9,350)	(102,315)

CASH FLOWS FROM INVESTING ACTIVITIES:			-	-	-

CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock for cash		-	-	48,647
	Contributed Capital		-	9,350	9,350
	Increase (decrease) in related party loans		10,378	-	44,318
		Net Cash Provided by Financing Activities	10,378	9,350	102,315

NET INCREASE IN CASH			(1,913)	-	-
CASH AT BEGINNING OF PERIOD			1,913	1,913	-

CASH AT END OF PERIOD			$ -	$ 1,913	$ -
SUPPLEMENTAL DISCLOSURES
Cash Paid For:
	Interest		$ -	$ -	$ 1,881
	Income taxes		$ -	$ -	$ -
NON-CASH FINANCING ACTIVITIES
	Conversion of related party amounts		$ -	$ 74,098	$ 74,098
	to paid in capital

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

NEW DIMENSION HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2014

Organization, nature of business, going concern and management’s plans:

The Company was incorporated in the State of Utah on March 3, 1980 as Steady Flow, Inc. The Company was in the business of oil, gas, uranium, coal and hard rock mining.

The Company’s original authorized capital was 10,000,000 of $0.01 par value common stock. In 1984, the articles of incorporation were amended to change the Company’s name to Miss Penny Rich International, Inc. and the authorized common shares to 50,000,000. The Company then changed its focus to the production and sale of women’s brassieres. On December 5, 1985 the articles of incorporation were amended to change the Company’s name to New Dimension – Miss Penny Rich, Inc. The Company discontinued its operations in 1984 and accordingly is considered a development stage company per ASC 915, Development State Entities.

On October 19, 2011, the Company’s articles of incorporation were amended to change the Company’s name to Palm Springs Airways, Corp. authorize a 5 to 1 reverse stock split, increase the authorized common shares to 200,000,000 of $.001 par value and authorized the issuance of 50,000,000 shares of $0.001 par value preferred stock.

Effective August 1, 2013 the Company’s articles of incorporation were amended to change the Company’s name to New Dimension Holdings, Inc., to authorize a 1 for 3 reverse stock split, and completed a domiciliary merger moving the Company’s state of incorporation to Nevada.

Interim financial statements:

In the opinion of management, the accompanying unaudited financial statements contain all adjustments which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Going concern and management’s plans:

As shown in the accompanying financial statements, the Company incurred a net loss of $30,950 during the six months ended June 30, 2014 and, as of that date; the Company’s current and total liabilities exceeded its current and total assets by $53,137. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital through public and/or private placement offerings, targeting strategic partners in an effort to increase revenues, and expanding revenues through strategic acquisitions. The ability of the Company to continue as a going concern is dependent upon the success of capital offerings or alternative financing arrangements and expansion of its operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

As of June 30, 2014, the Company had no cash. The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. Management cannot make any assurances that such financing will be secured.

Recent accounting pronouncement:

The Company has evaluated all newly issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements.

Related Party Transactions:

Accounts payable, related party consists of $4,762 for amounts due for stock registration services provided by a Company that is one-third owned by Patrick R. Day, the Company’s majority shareholder and director.

As of June 30, 2014, the Company has recorded an unsecured payable of $20,196 to a Company owned by its majority shareholder/director for certain professional fees paid for by this party on behalf of the Company.

During the six months ended June 30, 2014 the main shareholder contributed services valued as $3,000 to the Company.

Subsequent Events:

The Company has evaluated subsequent events pursuant to ASC 855. There are no events to report.

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

The following discussion provides information that management believes is relevant to an assessment and understanding of the financial condition and results of operations of New Dimension Holdings, Inc. (the "Company").

This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as of and for the year ended December 31, 2013 and the six months ended June 30, 2014, as well as our future results. It. consists of the following subsections:

"Liquidity and Capital Resources," which contains a discussion of our cash flows and liquidity, investing activities and financing activities, contractual obligations, and critical obligations;

"Results of Operations and Comparison"," which sets forth an analysis of the operating results for the six months ended June 30, 2014 and June 30, 2013;

"Plan of Operation" which provides the primary factors affecting the results of operations, as well as a summary of our expectations for fiscal 2014;

"Critical Accounting Policies," which provides an analysis of the accounting policies we consider critical because of their effect on the reported amounts of assets, liabilities, income and/or expenses in our consolidated financial statements and/or because they require difficult, subjective or complex judgments by our management;

"Recent Accounting Pronouncements and Developments," which summarizes recently published authoritative accounting guidance, how it might apply to us and how it might affect our future results.

This item should be read in conjunction with our financial statements and the notes thereto included in this annual report.

RESULTS AND PLAN OF OPERATIONS

During the six months ended June 30, 2014 we incurred operating expenses of $29,832. Operating expenses included general and administrative expenses of $659 which represented 2% of operating expenses; legal and professional fees of $26,173 which represented 88% of operating expenses, contributed services of $3,000 which represented 10% of operating expenses. By way of comparison, our operating expenses for the same period of 2013 totaled $26,597 which included general and administrative expenses of $90 which represented 1% of operating expenses; legal and professional fees of $16,507 which represented 62% of operating expenses, and services of $10,000 which represented 37% of operating expenses.

During the three months ended June 30, 2014 we incurred operating expenses of $6,819. Operating expenses included general and administrative expenses of $497 which represented 7% of operating expenses; legal and professional fees of $4,822 which represented 71% of operating expenses, contributed services of $1,500 which represented 22% of operating expenses. By way of comparison, our operating expenses for the same period of 2013 totaled $26,597 which included general and administrative expenses of $90 which represented 1% of operating expenses; legal and professional fees of $16,507 which represented 62% of operating expenses, and services of $10,000 which represented 37% of operating expenses.

We expect to continue to incur legal and professional fees for the remainder of the year.

PLAN OF OPERATION

We are a relatively new business with limited resources. Our ability to increase public awareness of our products is limited because we do not have the resources to create a large marketing program. Therefore we do not foresee a major increase in sales over the next 9 months. We expect our consulting expense will continue to be high over the next 3 to 6 months as we complete a registration of common stock. We estimate approximately $25,000 in extra costs connected with the registration. We expect our other operating expenses to remain constant for the next 6 months.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2014 the company had no cash. Therefore, the continuation of the company is contingent upon obtaining additional financing. As of June 30, 2014 we owed $20,196 to a related party which included $758 of accrued interest.

CRITICAL ACCOUNTING POLICIES

We have identified the following critical accounting policies which were used in the preparation of our financial statements:

Fair Value measurements:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lower possible level of input to determine fair value.

Level 1

quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2

observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3

assets and liabilities whose significant value drivers are unobservable.

As of June 30, 2014, the Company did not have any assets or liabilities that were measured at fair value on a recurring or non-recurring basis, with the exception of cash (Level 1).

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumption. Unobservable inputs require significant management judgment or estimates. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Financial instruments, including cash and accounts payable, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to shareholder/director is not practical to estimate, due to the related party nature of the underlying transactions.

Income taxes:

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs. A valuation allowance is provided to reduce the deferred tax assets by 100%, since the Company believes that at this time it is more likely than not that the deferred tax asset will not be realized.

The Company is to file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Management does not believe there will be any material changes in the Company’s unrecognized tax positions over the next 12 months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expenses. As of June 30, 2014, there were no penalties or accrued interest amounts associated with any unrecognized tax benefits.

The Company has a deferred tax asset of approximately $12,250 related to net operating losses at June 30, 2014, which has been fully reduced by a valuation allowance due to management’s uncertainty related to the realization of the deferred tax asset at June 30, 2014.

MATERIAL CONTINGENCIES AND COMMITMENTS

The Company has no contingencies or long-term commitments.

The Company will need financing in the form of equity in order to provide the necessary working capital. The Company currently has no commitments for financing. There are no assurances the Company will be completely successful in raising the funds required.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenue or expenses, results of operation, liquidity, capital expenditures or capital resources that are material to investors, nor did the Company have any non-consolidated special purpose entities during this quarter.

RECENT ACCOUNTING PRONOUNCEMENTS

Management has evaluated any recently issued accounting pronouncements to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4. Controls And Procedures

(a)

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures" as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Under the supervision of, and the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of our disclosure controls and procedures as of June 30, 2014. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2014.

While management strives to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in most development stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing, however, until we obtain sufficient funding no staff can be added.

(b)

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not party to any legal proceedings and, to the best of our knowledge, no such proceedings are threatened or contemplated by any party.

Item 1A. Risk Factors.

There have been no material changes to our risk factors since the filing of our annual report on Form 10-K on June 30, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

There was no issuance of securities for the six months ended June 30, 2014.

(b)

N/A

(c)

NONE

Item 3. Defaults Upon Senior Securities.

NONE

Item 4. Mine Safety Disclosures.

N/A

Item 5. Other Information.

NONE

Item 6. Exhibits


31.1	Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer/Chief Financial Officer

32.1	Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer/Chief Financial Officer

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEW DIMENSION HOLDINGS, INC.

(Registrant)

By:

/s/ Patrick R. Day

Patrick R. Day

Chief Executive Officer and

Chief Financial Officer

Date: August 8, 2014

New Dimension Holdings, Inc. 10-Q