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 March 31, 2015

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

incorporation or organization)

(Commission File No.)

(I.R.S. Employer

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 May 1, 2015, was 13,933,438.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Item 4. Controls and Procedures.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

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

Item 3. Defaults Upon Senior Securities.

Item 4. Mine Safety Disclosures.

Item 5. Other Information.

Item 6. Exhibits.

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

NEW DIMENSION HOLDINGS, INC.

BALANCE SHEETS


ASSETS

			March 31,
			2015	December 31,
CURRENT ASSETS			(unaudited)	2014

		Escrow cash account	$ -	$ -

		Total Current Assets	-	-


		TOTAL ASSETS	$ -	$ -



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

	Accounts payable		$ 35,134	$ 21,138
	Notes payables, related party (Note 3)		49,082	49,082
	Related party accrued interest (Note 3)		1,484	32
	Accrued taxes, penalties, and interest		3,455	3,438

		Total Current Liabilities	89,155	73,690

		Total Liabilities	89,155	73,690

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		759,445	757,945
	Accumulated deficit		(862,533)	(845,568)

		Total Stockholders' Equity (Deficit)	(89,155)	(73,690)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ -	$ -

NEW DIMENSION HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(unaudited)


			For the three	For the three
			months ended	months ended
			March 31, 2015	March 31, 2014

REVENUES			$ -	$ -

OPERATING EXPENSES			15,513	23,013

LOSS FROM OPERATIONS			(15,513)	(23,013)

OTHER EXPENSE

	Interest expense-related party		(1,452)	(262)

		Total Other Expense	(1,452)	(262)



LOSS BEFORE INCOME TAXES			(16,965)	(23,275)

INCOME TAXES			-	-

NET LOSS			$ (16,965)	$ (23,275)


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

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING - BASIC			13,933,438	13,933,438

NEW DIMENSION HOLDINGS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY


			Paid in
			Capital in		Total
	Common Stock		Excess of	Accumulated	Stockholders'
	Shares	Amount	Par Value	Deficit	Equity (Deficit)
Balance, December, 31 2014
(Audited)	13,933,438	$ 13,933	$ 757,945	$ (845,568)	$ (73,690)
Contributed Services (unaudited)	-	-	1,500	-	1,500

Net loss for the three months ended March 31, 2015 (unaudited)	-	-	-	(16,965)	(16,965)
Balance, March 31, 2015(unaudited)	13,933,438	$ 13,933	$ 759,445	$ (862,533)	$ (89,155)

NEW DIMENSION HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

(unaudited)


			For the three	For the three
			months ended	months ended
			March 31, 2015	March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$ (16,965)	$ (23,275)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Contributed Services		1,500	1,500
	Increase (decrease) in accounts payable		13,996	10,270
	Increase (decrease) in accounts payable related party		-	595
	Increase (decrease) in accrued taxes, penalties and interest		17	17
	Increase (decrease) in related party accrued interest		1,452	262
		Net Cash Used by Operating Activities	-	(10,631)

CASH FLOWS FROM INVESTING ACTIVITIES:			-	-

CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase (decrease) in related party loans		-	8,718
		Net Cash Provided by Financing Activities	-	8,718

NET INCREASE (DECREASE) IN CASH			-	(1,913)

CASH AT BEGINNING OF PERIOD			-	1,913

CASH AT END OF PERIOD			$ -	$ -

SUPPLEMENTAL DISCLOSURES

Cash Paid For:

	Interest		$ -	$ -
	Income taxes		$ -	$ -

NEW DIMENSION HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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.

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.

Going concern and management’s plans:

As shown in the accompanying financial statements, the Company incurred a net loss of $16,965 during the three months ended March 31, 2015 and, as of that date; the Company’s current and total liabilities exceeded its current and total assets by $89,155. 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 March 31, 2015, 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.

Summary of significant accounting policies:

Basis of preparation:

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (US GAAP). The Company’s fiscal year-end is December 31.

Use of estimates:

The preparation of financial statements is conformity with US GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

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.

Basic and diluted net income (loss) per share:

Earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted earnings (loss) per common share is computed by dividing net earnings (loss) by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities.

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.

Notes Payable, Related Party:

Notes payable, related party consists of $6,391 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. The note bears a 12% interest rate. As of March 31, 2015 and December 31, 2014 interest accrued on this note was $189 and $4 respectively.

As of March 31, 2015, the Company has recorded an unsecured payable of $43,850 to a Company owned by its majority shareholder/director for certain professional fees paid for by this party on behalf of the Company. The note bears a 12% interest rate. As of March 31, 2015 and December 31, 2014 interest accrued on this note was $1,296 and $28 respectively.

Related Party Transactions:

On November 5, 1996, accrued amounts owed to a previous director and executive officer in the amount of $559,000 were satisfied for a cash payment in the amount of $5,000. Due to the related party nature of the transaction, the difference of $554,000 was added to additional paid in capital.

On April 22, 2013, payables, loans, and accrued interest owed to related parties totaling $64,748 was satisfied pursuant to a settlement agreement. Due to the related party nature of the transaction, the $64,748 was added to additional paid in capital.

In connection to the reverse stock split mentioned in note 1 on August 1, 2013 a related party, Crystal Creek Capital, LLC fronted the money for the fees and charges associated with the implementation of that split and for the accrued charges related to the audit of New Dimension Holdings, Inc. As of March 31, 2015 the total amount due to the related party for these charges is $43,850.

Officers of the Company have contributed services valued at $1,500 for the three months ended March 31, 2015.

Subsequent Events

The Company has evaluated subsequent events according to the requirements of ASC Topic 855 and has determined that there were 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, 2014 and the quarter ended March 31, 2015, as well as our future results. It. consists of the following subsections:

"Results and Plan of Operation" which provides a brief summary of our consolidated results and financial position and the primary factors affecting those results, as well as a summary of our expectations for fiscal 2015;

"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 three months ended March 31, 2015 and March 31, 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 three months ended March 31, 2015 we incurred expenses totaling $16,965. Operating expenses included legal and professional fees of $14,013,which represented 83% of total expenses, contributed services of $1,500 which represented 9% of total expenses and interest of $1,452 which represented 8% of total expenses;. By way of comparison, our total expenses for the three months ended March 31, 2014 totaled $23,275. Expenses included legal and professional fees of $21,513 which represented 92% of total expenses, contributed services of $1,500 which represented 7% of operating expenses and interest of $262 which represented 1% of total 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 other operating expenses to remain constant for the next 9 months.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2015 the company had no cash. Therefore, the continuation of the company is contingent upon obtaining additional financing. As of March 31, 2015 and December 31, 2014 we owed $50,566 to related parties which included $1,484 of accrued interest and $49,114 which included $32 of accrued interest respectively.

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 assests 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 March 31, 2015, 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 March 31, 2015, there were no penalties or accrued interest amounts associated with any unrecognized tax benefits.

The Company has a deferred tax asset of approximately $15,800 related to net operating losses at March 31, 2015, which has been fully reduced by a valuation allowance due to management’s uncertainty related to the realization of the deferred tax asset at March 31, 2015.

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 March 31, 2015. 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 March 31, 2015.

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 March 31, 2015.

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

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: May 8, 2015

New Dimension Holdings, Inc. 10-Q