U.S. SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

                       FORM 10-KSB

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
  SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
                  MARCH 31, 2001

                   New Dawn Entertainment, Inc.
          (Name of small business issuer in its charter)



     Nevada                                91-2132336
  (State of Incorporation)          (I.R.S. Employer
                                          I.D. No.:)


                      200 Viceroy Road, Unit 1
                    Concord, Ontario, Canada L4K 3N8
                     (905) 738-3301 (PHONE)
                        (905) 738-3168 (FAX)

  (Address and telephone number of principal executive offices)
                             --------------------------

  SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE
  ACT:

  None

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

  Title of each class to be so registered

  Common Stock

  Check whether the issuer (1) filed all reports 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
       -----    -----


  Check if there is no disclosure of delinquent filers in
  response to Item 405 of Regulation S-B is not contained in
  this form, and no disclosure will be contained, to the best
  of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in Part III
  of this Form 10-KSB or any amendments to this Form 10-KSB.
  [  ]

  The issuer's revenues for the Fiscal Year ended March 31,
  2001 were $0  The aggregate market value of the voting stock
  (which consists solely of shares of Common Stock) held by
  non-affiliates of the issuer as of March 30, 2001, computed
  by reference to the market value of the registrant's common
  stock as arbitrarily determined by the board of directors,
  was approximately $100,000.

  As at March 31, 2001, there were 10,000,000 shares of the
  issuer's common stock outstanding.

  Transitional Small Business Disclosure Format (check one)
  Yes     No X
                                                            --
  ---   -----

    TABLE OF CONTENTS
                                 -----------------
  PART I
  ------

  Item 1     Description of Business .............   3

  Item 2     Description of Property..............   6

  Item 3     Legal Proceedings ...................   6

  Item 4     Submission of Matters to a
             Vote of Security Holders.............   6
  PART II

  Item 5     Market for Common Equity and
             Related Stockholder Matters .........   7

  Item 6     Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations ...........   9

  Item 7     Financial Statements and
             Supplementary Data ..................  10

  Item 8     Changes in and Disagreements with
             Accountants on Accounting and
             Financial Disclosure ................  10








  PART III

  Item 9     Directors and Executive Officers
             of the Registrant ..................   10

  Item 10    Executive Compensation .............   11

  Item 11    Security Ownership of Certain
             Beneficial Owners and Management ...   12

  Item 12    Certain Relationships and
             Related Transactions ...............   13

  Item 13    Exhibits and Reports on Form 8-K ...   13

  SIGNATURES ....................................   19


  PART 1
  ------
            FORWARD LOOKING STATEMENTS

  This annual report statement contains forward-looking
  statements. New Dawn's expectation of results and other
  forward-looking statements contained in this registration
  statement involve a number of risks and uncertainties. Among
  the factors that could cause actual results to differ
  materially from those expected are the following: business
  conditions and general economic conditions; competitive
  factors, such as pricing and marketing efforts; and the pace
  and success of product research and development. These and
  other factors may cause expectations to differ.


  ITEM 1.   DESCRIPTION OF BUSINESS

  IN GENERAL

  New Dawn has just recently commenced operations. The plan of
  operations described in this prospectus depends on New Dawn
  raising a sufficient amount of capital to dedicate financial
  resources to each element of its business plan. There can be
  no assurance that any capital at all will be raised from
  this offering.


  New Dawn's plan of operations is to establish a gaming
  entertainment magazine and develop a gaming entertainment
  web-site to take advantage of the e-commerce approach to
  target the gaming marketplace. New Dawn's mission is to
  capitalize on the opportunity that has resulted from the
  convergence of two pervasive trends; the enormous expansion
  in the use of the Internet, and the growth of the gaming
  industry.

  Government approval is not necessary for New Dawn's
  business, and government regulations have no or only a
  negligible effect on their respective businesses.

  New Dawn has not booked any significant research and
  development costs and therefor do not expect to pass any of
  those costs to customers. And has no product development or
  research and development costs.

  New Dawn's mailing address and the address of its principal
  offices is 200 Viceroy Road, Unit #1, Concord, Ontario,
  Canada L4K3N8. The telephone number of its principal
  executive office is (905) 738-3301.

                           THE INDUSTRY

  New Dawn's focus is on a convergence of three industries;
  gaming, magazine, and Internet media. New Dawn's eventual
  goal is to expand into broadcast media.

  The Gaming Industry

  Gaming is fast being considered an accepted form of
  entertainment, which is demonstrated by the fact that 10% of
  leisure spending occurs in various gaming related
  activities. Based on the U.S. National Gambling Impact Study
  Report and the International Gaming and Wagering Business
  Report, $825 billion was wagered in North America in the
  year 2000. The mainstream market has embraced all forms of
  gaming. In almost all jurisdictions in North America,
  governments have come to realize the massive potential of
  legalized gaming and the benefits it can bring to their
  local economies. Consumers with high disposable income now
  view gaming as an enjoyable, affordable form of
  entertainment. The following statistics support this trend:

  - 190 million people in North American annually participate
  in some form of gaming
  - 68% of North Americans gambled at least once in 1997
  - The average personal income of gamblers was $60,000 per
  year
  -  36.7 million people visited Las Vegas in 2000
  -  36 million people visited Atlantic City in 2000
  -  There has been an exponential growth of multi billion
  dollar luxury casino hotels
  -  Demographic profiles indicate that gamblers are between
  25 and 65, and consist 60% of men and 40% of women

  Source: U.S. National Gambling Impact Study Report
          International Gaming and Wagering Business Report

  The Magazine Industry

  The trend in magazine design and content has been toward
  specialization, or segmentation, of audiences with narrowly
  focused genres.  Generally, magazines have several
  advantages as segmented media.  For example, the number of
  magazines is not constrained by technical restrictions faces
  by other forms of media, such as radio, television and cable
  channels, so magazines can continue expanding into more
  specialized topics and treatments until they saturate the
  audience.  Their formats and economic bases are more
  flexible.  A small circulation magazine can still be
  profitable if those it reaches are interested enough in its
  contents to support it or if that audience is important to
  specific advertisers.

  With over 12,000 magazines and related periodicals being
  published, magazine readership is quite fragmented. there
  are sizable subgroups, particularly among young people, who
  read magazines more frequently than newspapers or books.
  Magazine readership is highest among those of the ages of
  18-24 and 35-44.

  The magazine industry has consolidated, and most major
  magazines are owned by a few large groups. For example, the
  current Time-Warner Group, one of the largest media
  conglomerates, grew from a magazine group, which started
  from Fortune Magazine, Life Magazine, and later adding
  Sports Illustrated, Money, and People Weekly.

  However, the magazine industry is also one of the media
  areas where a new entrant or competitor can best break in
  buy appealing to a new segment of the market that is not yet
  served by other magazines. For example, Rolling Stone went
  quickly from a small counterculturte or "hippie" magazines
  in 1969 to a widely read rock music and counterculture
  lifestyle magazine in the 1970's. More recently, the Ziff-
  Davis Group has capitalized on the rapidly growing interest
  in personal computers to build a very profitable magazine
  empire including PC Week, Pc magainze, and MacWeek.

  Magazine distribution

  Magazines are distributed directly by subscription and by
  retailers, such as supermarkets and newsstands. Magazine
  wholesalers and distributors are a crucial link between
  publishers and retailers, because many retailers simply take
  whatever the wholesaler delivers. This gives distributors a
  great influence over whether or not a new magazine is
  delivered to newsstands. Large chain stores such as Wal-Mart
  and Target sell a large quantity of magazines. There are
  also medium bookstores and book and magazine superstores,
  which account for the sale of an increasing number of books
  and magazines.


  Internet Media

  The Internet has become the fastest-growing communications
  medium in history, reaching nearly 50 million users within
  its first five years of existence. That growth rate far out
  places 38 years for radio, 13 years for television, and 10
  years for cable. Jupiter Communications estates that nearly
  100 million U.S. citizens used the Internet in 1999, a
  figure which is expected to grow to almost 160 million by
  2003. E- Commerce on the Internet is growing at incredible
  rates as well. Forrester Research estimates that consumers
  spent $48.3 billion in e-commerce transactions in 2000, and
  $14.2 billion from January through April of 2001.

  Another popular online activity is Internet gaming. E-gaming
  combines the potential of the fast growing Internet media
  with the lucrative gambling and wagering market. The
  acquisition of Gamesville by Lycos in 2000 for $270 million
  indicates the increased interest in Internet gaming.

  PRODUCTS AND SERVICES

  New Dawn was formed to establish a membership driven entity
  with the goal of becoming the ultimate destination resource
  and entertainment venue for individuals who enjoy the gaming
  lifestyle. The first step toward achieving this goal is the
  acquisition of The Gambler Magazine.

  The Gambler Magazine

  The Gambler Magazine was launched in March, 1999, and has
  become the third largest consumer publication of its kind in
  North America. The magazine is the largest gaming
  entertainment publication in Canada, with coast-to-coast
  distribution, and has established distribution on the east
  coast of the United States, with distribution in Atlantic
  City, Foxwoods Casino Resort and Mohegan Sun in Connecticut,
  and in 42 poker rooms in Las Vegas. It appears on newsstands
  in the United States and Canada in Chapters, Indigo, Barnes
  and Noble, and Borders.

  The Gaming Club Card

  New Dawn will offer memberships in The Gaming Club Card.
  Members will be able to capitalize on the strategic
  relationships New Dawn has made with casinos and resorts,
  including discounts on hotels, airlines, car rentals,
  restaurants, bus and vacation packages, and other "comp"
  related promotions and incentives offered by casinos and
  resorts. Members will also receive a one-year subscription
  to The Gambler Magazine, and a membership card contained a
  personal identification number and password entitling them
  to complete access to The Gaming Club Card Internet website,
  which will feature a "play for fun" casino.

  The Gaming Club Card Website

  The Gaming Club Card Website, at www.gamingclubcard.com is
  currently under development. When fully developed, it will
  offer:


  -          free e-mail accounts for members
  -          a comprehensive gaming search engine
  -          gambling news, articles and reviews
  -          educational gaming advice
  -          a reservation system for golf courses, hotels,
   resorts, casinos,air travel, rental cars, and other
  leisure related services
  -       e-commerce merchandise sales of gaming related
  products and literature
  -      an interactive virtual "play for fun" casino, which will
  allow users to chat, and gamble for "e-chips." Games offered will
  include poker, blackjack, baccarat, roulette, craps, billiards,
  darts, football, hockey, baseball, soccer and others. Members can
  accumulate their e-chips for online purchases.


                             PATENTS


  The Company holds no patents for its intellectual property.
  However, the Company's web sites are proprietary and are
  protected by copyright law.  The Company owns the domain
  names  www.thegamblermagazine.com,www.thegamblernetwork.com,
  and www.gamingclubcard.com, and the trademark, "The Gambler
  Magazine," which is a registered trademark.

                      GOVERNMENT REGULATION

  Government approval is not necessary for New Dawn's
  business, and government regulations have no effect or a
  negligible effect on its business.  If New Dawn does expand
  into online gaming, it may require licensing or governmental
  regulation, but New Dawn's plan of operations for the next
  12 months does not involve any significant government
  regulation.

                            EMPLOYEES

  New Dawn presently employs five employees, all management,
  two of whom devote their full time efforts and three of whom
  each devote their part time efforts to New Dawn.



  ITEM 2. DESCRIPTION OF PROPERTY

  New Dawn rents offices from its founders, pursuant to an
  oral agreement.  It currently owns The Gambler Magazine, and
  the web sites, www.thegamblermagazine.com,
  www.thegamblernetwork.com, and www.gamingclubcard.com.


  ITEM 3. LEGAL PROCEEDINGS

  The Company is not subject to any litigation.

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  There have been no matters submitted to a vote of security holders in
  the past fiscal year.


  PART II
  -------

  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS.

  The Company's common stock is not listed or quoted at the
  present time, and there is no present public market for the
  Company's common stock. The Company has obtained a market
  maker who intends to file a form 211 with the National
  Association of Securities Dealers to quote the Company's
  securities on the NASD OTC Bulletin Board, but there can be
  no assurance that the Company's stock will be quoted on the
  NASD OTC Bulletin Board. The filing of the Form 211 is
  contingent upon our registration statement on Form SB-2
  becoming effective and sales of shares under the offering
  described in the registration statement.

  The Company has not paid any cash dividends since its
  inception and does not contemplate paying any in the
  foreseeable future. It is anticipated that earnings, if any,
  will be retained for the operation of the Company's
  business.



   PENNY STOCK STATUS

   If and when it creates a market for its common stock, the
  Company's common stock is a "penny stock,"  as the term is
  defined by Rule 3a51-1 of the Securities Exchange Act of
  1934.  This makes it subject  to reporting, disclosure and
  other rules imposed on broker-dealers by the Securities and
  Exchange  Commission requiring brokers and dealers to do the
  following in connection with transactions in penny  stocks:

        -  Prior to the transaction, to approve the person's
  account for transactions in penny stocks by obtaining
  information from the person regarding his or her financial
  situation, investment experience and objectives, to
  reasonably determine based on that information that
  transactions in penny stocks are suitable for the person,
  and that the person has sufficient  knowledge and experience
  in financial matters that the person or his or her
  independent advisor reasonably may be expected to be capable
  of evaluating the risks of transactions in penny stocks.  In
  addition, the broker or dealer must deliver to the person a
  written statement setting forth the basis for the
  determination and advising in highlighted format that it is
  unlawful for the broker or dealer to effect a transaction in
  a penny stock unless the broker or dealer has received,
  prior to the transaction, a written agreement from the
  person.  Further, the broker or dealer must receive a
  manually signed and dated written agreement from the person
  in order to effectuate any transactions is a
  penny stock.

        -  Prior to the transaction, the broker or dealer must
  disclose to the customer the inside bid quotation for the
  penny stock and, if there is no inside bid quotation or
  inside offer quotation, he or she must disclose the offer
  price for the security transacted for a customer on a
  principal basis unless exempt from doing so under the rules.

        -  Prior to the transaction, the broker or dealer must
  disclose the aggregate amount of compensation received or to
  be received by the broker or dealer in connection with the
  transaction, and the aggregate amount of cash compensation
  received or to be received by any associated person of the
  broker dealer, other than a person whose function in solely
  clerical or ministerial.

        -  The broker or dealer who has effected sales of
  penny stock to a customer, unless exempted by the rules, is
  required to send to the customer a written statement
  containing the identity and number of shares or units of
  each such security and the estimated market value of the
  security.  The imposition of these reporting and disclosure
  requirements on a broker or dealer make it unlawful for the
  broker or dealer to effect transactions in penny stocks on
  behalf of customers.  Brokers or dealers may be discouraged
  from dealing in penny stocks, due to the additional time,
  responsibility involved, and, as a result, this may have a
  deleterious effect on the market for the company's stock.



   SECURITY HOLDERS

  The approximate number of record holders of shares of the
  common stock of the Company outstanding as  of March 31,
  2001 was 64.



   DIVIDENDS

   No dividends have been declared or paid on the Company's
  common stock.

   ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF
  OPERATIONS

  RESULTS OF OPERATIONS
  Results of Operations

  Since inception, we have had no revenues and have
  experienced losses. We have financed our operations
  primarily through the sale of our common stock or by loans
  from shareholders. The net loss for the year ended March 31,
  2001 was $18,597, compared to a net loss of $10,000 for the
  comparable period of 2000 (May 31, 2000.) The difference is
  insignificant, and a comparison of the two periods is not
  meaningful, due to the fact that we have had minimal
  operations and nominal
  expenses since inception.

  Liquidity and Capital Resources

  As of March 31, 2001, we had  $902 cash on hand and total
  current liabilities of $5,799.  We have no material
  commitments for the next twelve months. We believe that our
  current cash needs for at least the next twelve months can
  be met by loans from our directors, officers and
  shareholders. Due to our lack of cash and current
  liabilities since inception, management believes a
  comparison of the period ended March 31, 2001 and the period
  May 31, 2000 (inception) would not be meaningful.


  PLAN OF OPERATIONS

  New Dawn presently has limited cash with which to satisfy
  any future cash requirements, and all of its cash
  requirements are now being satisfied by contributions from
  its officers and directors. The present officers and
  directors have agreed to continue to supply our necessary
  capital requirements. New Dawn is seeking a minimum of
  $600,000 from its offering on Form SB-2 to satisfy its cash
  requirements for the next 12 months without having to rely
  on cash contributions from its officers and directors. We
  are in no need for interim capital or funding, because our
  minimum capital needs are based upon the occurrence of sales
  which we expect to increase by marketing and advertising.

  If we do not receive the minimum financing required to put
  our business plan into operation, we will first seek to
  obtain a market for our common stock, and then attempt to
  raise the minimum capital required through private
  placements of our common stock or borrowing from our
  officers and directors.

  New Dawn has no current material commitments. New Dawn
  depends upon capital to be derived from this offering and
  future financing activities such as subsequent offerings of
  its stock or contributions from its officers and directors.
  There can be no assurance that New Dawn will be successful
  in raising the capital it requires. Management believes
  that, if its offering or the subsequent private placements
  are successful, New Dawn will be able to generate revenue
  from product sales and achieve liquidity within the next
  twelve months, and estimates that this liquidity will
  continue, unless it goes over budget. New Dawn has
  calculated the legal and accounting costs associated with
  filing the requisite reports under the Securities Exchange
  Act in this discussion of its funding and liquidity
  requirements.

  New Dawn does not expects to incur further research and
  development costs of approximately $500,000 to develop its
  Internet web sites and of approximately $1,984,500 in
  product cost.  New Dawn does not expect the purchase or sale
  of plant or any significant equipment, but expects to add
  employees to its staff, according to the pattern of its
  growth, at an approximate cost $100,000 to $1,000,000 in the
  next twelve months, and its also expects to incur up to
  $2,500,000 in sales and marketing costs. New Dawn has
  generated minimal revenue since its inception.

  New Dawn is still considered to be a development stage
  company, with no significant revenue, and is dependent upon
  the raising of capital through placement of its common
  stock. There can be no assurance that New Dawn will be
  successful in raising the capital it requires through the
  sale of its common stock.






   ITEM 7. FINANCIAL STATEMENTS

  Information with respect to this item is contained in the
  financial statements appearing on Item 13 of this Report.
  Such information is incorporated herein by reference.

   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND  FINANCIAL DISCLOSURE

  After August 31, 2000, we changed our independent
  accountants from Michael Johnson & Co., LLC, to Rogelio G.
  Castro.  There have been no disagreements with accountants
  on accounting and financial disclosure since inception.





   PART III.
   ---------

  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
  PERSONS

  Directors are elected by the shareholders to terms of one
  year. Officers  serve at the pleasure of the Board of
  Directors, and serve one year terms  unless removed by the
  Board prior to their terms.

  The Executive Officers of the Company and its subsidiaries,
  and their ages, are as follows:

  Name                     Age
  Position
  --------------         ------                 --------------
  ----------
  Peter Szecsodi          37                    President,
  CFO, Director

  Anthony Gerace          39                    Vice
  President, Director

  David Markser           36                    Vice President

  Kara McVey              24                    Secretary,
                                            Director


  Peter Szecsodi.  Mr. Szecsodi has served as the President,
  Chief Financial Officer of New Dawn since its inception.
  Since 1997, he has been employed as the publisher of The
  Gambler Magazine. From 1981 through 1997, he was in the
  executive management of The Renascent Foundation, managing
  properties and 30 employees.

  Anthony Gerace. Mr. Gerace has served as Vice President and
  Director of New Dawn since its inception. In 1979, Mr.
  Gerace began developing advertising concepts for The Ontario
  Lottery Corporation. In 1988 he founded JAG Marketing
  Concepts, a marketing and promotional wear company, and he
  remained with JAG until 1998. Since 1999, he has been
  employed as a key participant in the development of The
  Gambler Magazine and has played a major role in the co-
  development of The New Dawn Entertainment, Inc.

  David Markser. Mr. Markser has served as Vice President of
  New Dawn since inception. He began his career in 1985
  founding Daymar Electronics. He specializes in designing
  "state of the art" audio/visual, wireless and
  teleconferencing systems. Mr. Markser has also designed many
  elaborate security and surveillance systems as well as
  computer networks for major corporations and executive
  homes.

  Kara McVey. Ms. McVey has served as New Dawn's secretary and
  director since inception. From 1997 through 1998, she was
  employed at the Network Imaging Centres as a graphic
  designer and also was in charge of the accounting department
  for this company. Ms. McVey has worked as art director for
  The Gambler Magazine since 1998.

  Michael Bond. Mr. Bond has been a director of New Dawn since
  its inception. For the last five years, he has been employed
  as a senior stock trade for Griffiths, McBurney. Mr. Bond
  has extensive background experience in the stock brokerage
  business and a good understanding of corporate finance and
  economics.


   FAMILY RELATIONSHIPS.

  There are no family relationships among directors, executive
  officers or  other persons nominated or chosen by the
  Company to become officers or  executive officers.

   INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

  The Company is not aware of any material legal proceedings
  involving any director, director nominee, promoter or
  control person including criminal convictions, pending
  criminal matters, pending or concluded administrative  or
  civil proceedings limiting one's participation in the
  securities or  banking industries, or findings of securities
  or commodities law  violations.



   ITEM 10. EXECUTIVE COMPENSATION.

  The following table summarizes the compensation New Dawn has
  paid to its Chief Executive Officer and all other executive
  officers for services rendered up to the period ended March
  31, 2001. No salaries are being paid at the present time,
  and will not be paid unless and until there is available
  cash flow from operations to pay salaries. There were no
  grants of options or SAR grants given to any executive
  officers during the past fiscal year.
  last fiscal year.


                        Annual Compensation


  Name and Position            Salary      Bonus     Deferred
  -----------------            ------      -----      ------
  Fiscal year 2000:
  Peter Szecsodi                0              0         0
  Kara McVey                    0              0         0
  Anthony Gerace                0              0         0

  Fiscal year 2001:
  Peter Szecsodi                0              0         0
  Kara McVey                    0              0         0
  Anthony Gerace                0              0         0


  The Company has made no provisions for cash compensation to
  its officers and directors.  No cash salaries are being paid
  at the present time, and will not be paid unless and until
  there is available cash flow from operations to pay
  salaries. There were no grants of options or SAR  grants
  given to any executive officers during the last fiscal year.


  EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND
  CHANGE-IN-CONTROL ARRANGEMENTS

  There are no written contracts or agreements.  Employee
  compensation is set by the members of the  Board of
  Directors.

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT

   The following table sets forth certain information
  regarding the beneficial ownership of the shares of Common
  Stock of the Company as of the date of this
  disclosure(1), by (I) each person who is known by the
  Company to be the beneficial owner of more than five percent
  (5%) of the issued and outstanding shares of common stock,
  (ii) each of the Company's directors and executive
  officers, and (iii) all directors and executive officers as
  a group.





















  Name and Address           Number of Shares   Percentage
  Owned
  ----------------           ----------------   -----------
  Peter Szecsodi              5,700,000                 57 %
  Evermore Publishing, Inc.
  89 Ranee Avenue
  Toronto Ontario Canada
  M6A INI

  Michael Bond                  200,000                2   %
  1796 Will Scarlett Drive
  Toronto, Ontario
  L5K2K2

  Anthony Gerace                250,000                2.5 %
  254 Stone Road
  Aurora, Ontario
  Canada L4G-647

  David Markser                       0                0   %
  443 Fairlawn Ave.
  Toronto, Ontario
  Canada L5K 2K2

  Kara McVey                    175,000                1.75%
  89 Ranee Ave.
  Toronto, Ontario
  Canada M6A 1N1

  Officers and Directors
  as a Group                  6,325,000               63.25%

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

  * Evermore Publishing, Inc. is owned 53% by Peter Szecosdi
  and 24% by Michael Bond.  Peter Szecsodi owns 200,000 shares
  in his own name and Michael Bond owns 200,000 in 1273716
  Ontario, Inc.



  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  New Dawn rents its offices from Peter Szecsodi on a month to
  month basis at a minimal cost to New Dawn.

  In connection with organizing New Dawn, on June 1, 2000,
  5,500,000 shares of restricted common stock of New Dawn at
  par value was issued to Evermore Publishing, Inc., a company
  beneficially owned by Peter Szecsodi and Michael Bond, in
  exchange for services, the business plan of New Dawn, and
  New Dawn's web site and domain names, pursuant to Section
  4(2) of the Securities Act of 1933, to sophisticated persons
  (officers and directors) having superior access to all
  corporate and financial information. Under Rule 405
  promulgated  under the Securities Act of 1933, Mr. Bond and
  Mr. Szecsodi may be deemed to be promoters of New Dawn.  No
  other persons are known to Management that would be deemed
  to be promoters.

  On June 1, 2000, in exchange for services rendered, 200,000
  shares of restricted company stock was issued to Peter
  Szecsodi, at par value, in reliance upon Section 4(2) of the
  Securities Act of 1933, to sophisticated persons (officers
  and directors) having superior access to all corporate and
  financial information.  Under Rule 405 promulgated  under
  the Securities Act of 1933.

  On June 1, 2000, in exchange for services rendered, 250,000
  shares of restricted company stock was issued to Anthony
  Gerace, at par value, in reliance upon Section 4(2) of the
  Securities Act of 1933, to sophisticated persons (officers
  and directors) having superior access to all corporate and
  financial information.  Under Rule 405 promulgated  under
  the Securities Act of 1933.

  On June 1, 2000, in exchange for services rendered, 150,000
  shares of restricted company stock was issued to Olga
  Markser, at par value, in reliance upon Section 4(2) of the
  Securities Act of 1933, to sophisticated persons having
  superior access to all corporate and financial information.
  Under Rule 405 promulgated  under the Securities Act of
  1933.

  On June 1, 2000, in exchange for services rendered, 175,000
  shares of restricted company stock was issued to Kara McVey,
  at par value, in reliance upon Section 4(2) of the
  Securities Act of 1933, to sophisticated persons (officers
  and directors) having superior access to all corporate and
  financial information.  Under Rule 405 promulgated  under
  the Securities Act of 1933.

  In 2000, 50,000 shares were issued to Susan Bond, and 25,000
  shares to Chris Bond, at par value, in reliance upon Section
  4(2) of the Securities Act of 1933, to sophisticated persons
  having superior access to all corporate and financial
  information.  Under Rule 405 promulgated  under the
  Securities Act of 1933.

  In 2000, 5,000 shares were issued to Karon Gerace, at par
  value, in exchange for services rendered, in reliance upon
  Section 4(2) of the Securities Act of 1933, to sophisticated
  persons having superior access to all corporate and
  financial information.  Under Rule 405 promulgated  under
  the Securities Act of 1933.

  In 2000, 250,000 shares were issued to Joe Szecsodi, at par
  value, in exchange for services rendered, in reliance upon
  Section 4(2) of the Securities Act of 1933, to sophisticated
  persons having superior access to all corporate and
  financial information.  Under Rule 405 promulgated  under
  the Securities Act of 1933.

  In 2000, 10,000 shares were issued to Laverne McVey and
  10,000 shares to Robert McVey, at par value for services
  rendered, in reliance upon Section 4(2) of the Securities
  Act of 1933, to sophisticated persons having superior access
  to all corporate and financial information.  Under Rule 405
  promulgated  under the Securities Act of 1933.

  In 2000, 5,000 shares were issued to Gus Gerace and 5,000 to
  Ann Gerace, at par value, in exchange for services rendered,
  in reliance upon Section 4(2) of the Securities Act of 1933,
  to sophisticated persons having superior access to all
  corporate and financial information.  Under Rule 405
  promulgated  under the Securities Act of 1933.

  On May 18, 2001, 200,000 shares of restricted common stock
  were issued to Kenneth Eade, at par value, in exchange for
  legal services rendered, in reliance upon Section 4(2) of
  the Securities Act of 1933, to sophisticated persons having
  superior access to all corporate and financial information.
  Under Rule 405 promulgated  under the Securities Act of
  1933.


   ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Financial Statements (included in Part II of this
  Report):

    Report of Independent Certified Public Accountant
    Financial Statements
    Balance Sheets
    Statement of Loss And Accumulated Deficit
    Statements of Cash Flows
    Statements of Stockholder's Equity
    Notes to Consolidated Financial Statements

    (b) Reports on Form 8-K: Not applicable
    (c) Exhibits

   NUMBER                     DESCRIPTION
  -----------                 -----------------------------------------

         3.1                    Articles of Incorporation
         3.1(a)                 Amendment to Articles of Incorporation
         3.4                    By-Laws
         4.1                    Form of common stock Certificate

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

   FINANCIAL STATEMENTS

   Report of Independent Certified Public Accountant dated
   March 31, 2001
   Financial Statements
   Balance Sheets
   Statement of Loss and Accumulated Deficit
   Statements of Stockholder's Equity
   Statements of Cash Flows
   Notes to Financial Statements






















  ROGELIO G. CASTRO
   Certified Public Accountant
   REPORT OF INDEPENDENT AUDITOR

   To the Shareholders and Board of Directors
   New Dawn Entertainment, Inc.

  I have audited the accompanying balance sheets of Mercury
  Software (A Development Stage Company) as  of May 31, 2000
  and March 31, 2001, and the related statements of income,
  stockholders'  equity, and cash flows for the period May 31,
  2000 (inception) through March 31, 2001. These financial
  statements are the responsibility of the Company's
  management. My responsibility is to express an  opinion on
  these financial statements based on my audit.

   I conducted my audit in accordance with generally accepted
  auditing standards. Those standards require that I plan and
  perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material
  misstatement. An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the
  financial statements.  An audit also includes assessing the
  accounting principles used and significant estimates
  made by management, as well as evaluating the overall
  financial statement presentation. I believe that my audit
  provides a reasonable basis for our opinion.

   In my opinion, the financial statements referred to above
  present fairly, in all material respects, the financial
  position of New Dawn Entertainment, Inc.,  A Development
  Stage Company) at March 31, 2000 and March 31, 2001, and the
  results of operations and cash flows for the period May 31,
  2000 (inception) through March 31, 2001,  in conformity with
  generally accepted accounting principles.

    Oxnard, California
    /s/ Rogelio G. Castro
   Dated March 31, 2001


   <CAPTION>







                New Dawn Entertainment, Inc.
               (A Development Stage Company)
                       Balance Sheets

                                                  May 31,        March 31,
                                                   2000            2001
                                               -------------     ---------

  ASSETS
  Current Assets:
    Cash                                         $   545          $    902
      Total Current Assets                           545               902
                                                  -------          -------

  TOTAL ASSETS                                   $   545          $    902
                                                  -------          -------
  LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities:
    Accounts payable                             $     -          $      -
    Due to officer                                   545             5,799
                                                  -------          -------
      Total Current Liabilities                      545             5,799
                                                  -------          -------


  Stockholders' Equity:
    Common stock, $.001 par value
    Authorized - 50,000,000 shares
    Issued and outstanding - 10,000,000 shares      255                255
  Paid in capital                                 9,745             13,445
  Deficit accumulated during
   the development stage                        (10,000)           (18,597)
                                                 ------             -------
        Total Stockholders' Equity                   -              (4,897)

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 545            $    902

























                   New Dawn Entertainment
               (A Development Stage Company)
                  Statements of Operations
      For the six months ended March 31, 2001 and 2000
for the period May 31, 2000 (inception) through March 31, 2001


                                                        Commutative
                                                        from
                                                       (inception)through
                                      May 31 March 31   March 31,
                                        2000    2001    2001
                                        ----    ----    -------------------


  Income                               $  -     $  -      $     -
                                        -----    -----      ------
        Total  Income                     -        -            -
                                        -----    -----      ------

  Operating Expenses
   General and
   administrative expenses             $ 10,000 $ 8,597   $18,597
                                        -------  ------    ------
   Total Expenses                        10,000   8,597    18,597
                                        -------  ------    ------

  Net income (loss)                    $(10,000)$(8,597) $(18,597)
                                        -------  ------    ------
                                      -------  -------   -------

































  <TABLE>


                New Dawn Entertainment, Inc.
               (A Development Stage Company)
             Statement of Stockholders' Equity
For the period May 31, 2000 (inception) through March 31, 2001

  <S>                                            <C>           <C>          <C>
         <C>

      Deficit
                                                 Number
      Accumulated                                                               of
           Common         Paid        During
                                                Shares       Stock          In
      Development
                                                Outstanding  at Par Value
  Capital     Stage
                                                -----------  ------------   ------
  -     -----------
  Balance at inception           -              $        -   $        -     $
  -
  Stock issued to founders at inception          9,745,000            -
  -
  Stock issued for cash                             55,000           55
  13,445
  Stocks issued for services                       200,000          200
  Net loss - March 31, 2001
       (18,597)
                                                 ---------     --------      -----
  --      ------
  Balance at March 31, 2001                     10,000,000          255
  13,445      (18,597)
                                                ----------     --------      -----
  --      -------
                                                ----------     --------      -----
  --      -------

  </TABLE>




















                New Dawn Entertainment, Inc.
               (a Development Stage Company)
                  Statements of Cash Flows
For the period May 31, 2000 (inception)through March 31, 2001

                                                       Cumulative from
                                                       (inception) through
                                           March 31    March 31,
                                            2001       2001
                                            ----       --------------

  CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                             $ (18,597)   $(18,597)
    Stocks issued for services                 200         200
                                            ------      -------

  NET CASH USED BY OPERATING ACTIVITIES   $(18,597)   $(18,597)
                                            ------      -------
  CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from officer                    5,799       5,799
    Proceeds from sale of common stock      13,500      13,500
                                            ------      ------
  NET CASH FROM FINANCING ACTIVITIES        19,299      19,299
                                            ------      ------
  INCREASE (DECREASE) IN CASH                  902         902

  BEGINNING CASH                                 0           0
                                            -------     -------
  ENDING CASH                            $     902     $   902
                                            -------     -------
                                            -------     -------
  SUPPLEMENTAL DISCLOSURE:
  Stocks issued for services             $     200    $    200























                NEW DAWN ENTERTAINMENT, INC.
               (A Development Stage Company)
               Notes to Financial Statements
                       March 31,2001

  NOTE 1 - ORGANIZATION

  Nature of Business

  New Dawn Entertainment, Inc. was incorporated on May 31,
  2000 under the laws of the State of Nevada.  The Company's
  primary business operations are to provide the most
  comprehensive on-line gaming resource marketplace for
  businesses and consumers who participate in the gaming
  industry.  The goal is to establish a gaming magazine and
  develop a gaming web site to take advantage of the
  e-commerce approach to target the gaming marketplace.

  To finance its strategic plans and development, the Company
  intends to raise additional required financing through an
  initial public offering.  There can be no assurance that the
  Company will be successful with its offering.

  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Basis of Presentation - Development Stage Company

  The Company has not earned any revenue from limited
  principal operations.  Accordingly, the Company's activities
  have been accounted for as those of a 'Development Stage
  Enterprise' as set forth in Financial Accounting Standards
  Board Statement No. 7 (SFAS 7).  Among the disclosure
  required by SFAS 7 are that the Company's financial
  statements be identified as those of development stage
  company, and that the statements of operation, stockholders'
  equity (deficit) and cash flows disclose activity since the
  date of the company's inception.

  Basis of Accounting

  The accompanying financial statements have been prepared on
  the accrual basis of accounting in accordance with generally
  accepted accounting principles.

  Estimates

  The preparation of financial statements in conformity with
  generally accepted accounting principles requires management
  to make estimates and assumptions that affect certain
  reported amounts and disclosures.  Accordingly, actual
  results could differ from those estimates.

  Net Loss Per Share

  Net loss per share is provided in accordance with Statement
  of Financial Accounting Standards No. 128 "Earnings Per
  Share."  Basic loss per share reflects the amount of losses
  for the period available to each share of common stock
  outstanding during the reporting period, while giving effect
  to all dilutive potential common shares that were
  outstanding during the period, such as stock options and
  convertible securities.  As of March 31,2001, the Company
  had no issuable shares qualified as dilutive to be included
  in the earnings per share calculations.

  Income Taxes

  The Company records its income taxes in accordance with
  Statement of Financial Accounting Standard No. 109,
  "Accounting for Income Taxes". The Company incurred net
  operating losses since its inception on May 31, 2000 through
  March 31,2001 resulting in a deferred tax asset, which was
  fully allowed for; therefore, the net benefit and expense
  resulted in $-0- income taxes.


  Policy in Regards to Issuance of Common Stock in a Non-Cash
  Transaction

  The company's accounting policy for issuing shares in a
  non-cash transaction is to issue the equivalent amount of
  stock equal to the fair market value of the assets or
  services received.


  NOTE 2 - RELATED PARTY TRANSACTIONS

  Amounts due to an officer of the company are unsecured,
  non-interest bearing, and have no specific terms for
  repayment.


  NOTE 3 - CAPITALIZATION

  The Company issued shares of common stock to the founders at
  a nominal purchase price per share.

  NOTE 4 - FISCAL YEAR

  The Company's fiscal year end is March 31.

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



   SIGNATURES

  Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned, there
  unto duly authorized.

  New Dawn Entertainment, Inc.

   Peter Szecsodi
   _____________________________________
   PETER SZECSODI, President and Director

   Date: March 6, 2002

  Pursuant to the requirements of the Securities Exchange Act
  of 1934, this report has been signed below by the following
  persons on behalf of the registrant and in the capacities
  and on the dates indicated.

  Peter Scezodi
  _____________________________________
  PETER SCEZODI, Treasurer and Director
    Date: March 6, 2002














  EXHIBITS
  <EXHIBIT>
  Exhibit 3.1
  ARTICLES OF INCORPORATION
  FILED # C15163-00
  IN THE OFFICE OF THE
  SECRETARY OF STATE
  OF THE STATE OF Nevada
  May 31, 2000
  DEAN HELLER, SECRETARY OF STATE


                ARTICLES OF INCORPORATION OF
               THE GAMBLER NETWORK.COM, INC.

       FIRST: The name of the corporation (hereinafter
  referred to as "the corporation") is:

                  THE GAMBLER NETWORK.COM, INC.

       SECOND: Its principal place of the principal office in
  the state of Nevada is located at 502 East John Street,
  Carson City, Nevada, 89706.  The name and address of its
  resident agent is CSC Services of Nevada, Inc., at the above
  address.

       THIRD:   The natures of the business or objects or
  purposes proposed may be organized under the General
  Corporation Law of the State of Nevada;

  to engage in any lawful act or activity for which
  corporations may be organized under the General Corporation
  Law of the State of Nevada.

       FOURTH: The total authorized capital stock of the
  corporation is Fifty Million (50,000,000) shares of common
  stock, with a par value of $0.001, and 5,000,000 shares of
  preferred stock with a par value of $.001.

       FIFTH: The governing board of this corporation shall be
  known as directors, and the number of directors may from
  time to time be increased or decreased in such manner as
  shall be provided in the by-laws of this corporation,
  provided that the number of directors shall not be reduced
  less than one unless there is less than one stockholder.
  The name and post office address of the first board of
  directors, which shall be one in number, is as follows:

  Name                       Marvin Winick
  Post office address        16 Julia Street, Thornhill,
                             Ontario, Canada L3T 4R9

       SIXTH: The capital stock, after the amount of the
  subscription price or par value, has been paid in, shall not
  be subject to assessment to pay the debts of the
  corporation.

       SEVENTH: The name and post office address of the
  incorporator signing the articles of incorporation is as
  follows:

  Name                       C. Woodgate
  Post Office address        502 E. John Street, Room E
                             Carson City, NV 89706

  EIGHTH: The corporation is to have perpetual existence.

  NINTH: In furtherance an dnot in limitation of the powers
  conferred by statute, the board of directors is expressly
  authorized, subject to the by-laws, if any, adopted by the
  shareholders, to make, alter or amend the by-laws of the
  corporation.

  TENTH: Meetings of stockholders may be held outside of the
  State of Nevada at such place or places as may be designated
  from time to time by the board of directors or in the by-
  laws of the corporation.

  ELEVENTH: This corporation reserves the right to amend,
  alter, change or repeal any provision contained in teh
  articles of incorporation, in the manner now or hereafter
  prescribed, and all rights conferred upon stockhodlers
  herein are granted subect to this reservation.

  I, THE UNDERSIGNED, being the sole incorporator herein
  before named for the purpose of forming a corporation
  pursuant to the General Corporation Law of the State of
  Nevada, do make and file these articles of incorporation,
  hereby declaring and certifying that the facts herein stated
  are true, and accordingly have hereunto set my hand this
  thirty-first day of May, AD, 2000.




                                C. Woodgate
                                -----------------
                                C. Woodgate, Incorporator
  <EXHIBIT>
  Exhibit 1 (a)
  AMENDMENT TO ARTICLES OF INCORPORATION

  EXHIBIT 3.1a
  Amendment to Articles of Incorporation

  CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
  Pursuant to NRS 78.380
  FILED # C15163-00
  FEB 15 2001
  in the office of
  Dean Heller
  DEAN HELLER SECRETARY OF STATE

  Certificate of Amendment to Articles of Incorporation for
  Nevada Profit Corporations (pursuant to NRS 78.380-Before
  Issuance of Stock) Remit in Duplicate

  1.  Name of corporation: THE GAMBLER NETWORK.COM, INC.

  2.  The articles have been amended as follows (provide
  article numbers, if available);
  ARTICLE ONE IS AMENDED TO READ AS FOLLOWS:
  THE NAME OF THE CORPORATION SHALL BE NEW DAWN ENTERTAINMENT,
  INC.

  3.  The undersigned declare that they constitute at least
  two-thirds of the incoroporators (check) or the board of
  directors (check) x.

  4.  The date upon which the original articles of
  incorporation were filed with the Secretary of State:
  05/31/2000.

  5.  The undersigned affirmatively declare that to the date
  of this certificate, no stock of the corporation has been
  issued.

  6.  Signatures:
  Peter Szecsodi

  <EXHIBIT>
  EXHIBIT 3.3
  BY-LAWS OF New Dawn Entertainment, Inc.

                    ARTICLE I - OFFICES

            The principal office of the corporation in the
  State of Nevada shall be located at 502 E. John Street,
  Carson City, Nevada. The corporation may have such other
  offices, either within or without State of incorporation as
  the board of directors may designate or as the business of
  the corporation may from time to time require.

                 ARTICLE II - STOCKHOLDERS

  1.     ANNUAL MEETING.

       The annual meeting of the stockholders shall be held in
  the month of September in each year, beginning with the year
  2001, at a date and time to be specified by the board of
  directors, for the purpose of electing directors and for the
  transaction of such other business as may come before the
  meeting.

  2.   SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose or
  purposes, unless otherwise prescribed by statute, may be
  called by the president or by the directors, and shall be
  called by the president at the request of the holders of not
  less than twenty-five (25) per cent of all the outstanding
  shares of the corporation entitled to vote at the meeting.

  3.   PLACE OF MEETING.

  The directors may designate any place, either within or
  without the State unless otherwise prescribed by statute, as
  the place of meeting for any annual meeting or for any
  special meeting called by the directors. A waiver of notice
  signed by all stockholders entitled to vote at a meeting may
  designate any place, either within or without the state
  unless otherwise prescribed by statute, as the place for
  holding such meeting. If no designation is made, or if a
  special meeting be otherwise called, the place of meeting
  shall be the principal office of the corporation.

  4.   NOTICE OF MEETING.

  Written or printed notice stating the place, day and hour of
  the meeting and, in case of a special meeting, the purpose
  or purposes for which the meeting is called, shall be
  delivered not less than ten (10) days nor more than sixty
  (60) days before the date of the meeting, either personally
  or by mail, by or at the direction of the president, or the
  secretary, or the officer or persons

  calling the meeting, to each stockholder of record entitled
  to vote at such meeting. If mailed, such notice shall be
  deemed to be delivered when deposited in the United States
  mail, addressed to the stockholder at his address as it
  appears on the stock transfer books of the corporation, with
  postage thereon prepaid.

  5.   CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

  For the purpose of determining stockholders entitled to
  notice of or to vote at any meeting of stockholders or any
  adjournment thereof, or stockholders entitled to receive
  payment of any dividend, or in order to make a determination
  of stockholders for any other proper purpose, the directors
  of the corporation may provide that the stock transfer books
  shall be closed for a stated period but not to exceed, in
  any case, twenty (20) days. If the stock transfer books
  shall be closed for the purpose of determining stockholders
  entitled to notice of or to vote at a meeting of
  stockholders, such books shall be closed for at least
  fifteen (15) days immediately preceding such meeting. In
  lieu of closing the stock transfer books, the directors may
  fix in advance a date as the record date for any such
  determination of stockholders, such date in any case to be
  not more than sixty (60) days and, in case of a meeting of
  stockholders, not less than ten (10) days prior to the date
  on which the particular action requiring such determination
  of stockholders is to be taken. If the stock transfer books
  are not closed and no record date is fixed for the
  determination of stockholders entitled to notice of or to
  vote at a meeting of stockholders, or stockholders entitled
  to receive payment of a dividend, the date on which notice
  of the meeting is mailed or the date on which the resolution
  of the directors declaring such dividend is adopted, as
  the case may be, shall be the record date for such
  determination of stockholders. When a determination of
  stockholders entitled to vote at any meeting of stockholders
  has been made as provided in this section, such
  determination shall apply to any adjournment thereof.

  6.   VOTING LISTS.

  The officer or agent having charge of the stock transfer
  books for shares of the corporation shall make, at least ten
  (10) days before each meeting of stockholders, a complete
  list of the stockholders entitled to vote at such meeting,
  or any adjournment thereof, arranged in alphabetical order,
  with the address of and the number of shares held by each,
  which list, for a period of ten (10) days prior to such
  meeting, shall be kept on file at the principal office of
  the corporation and shall be subject to inspection by any
  stockholder at any time during usual business hours. Such
  list shall also be produced and kept open at the time and
  place of the meeting and shall be subject to the inspection
  of any stockholder during the whole time of the meeting. The
  original stock transfer book shall be prima facie evidence
  as to who are the stockholders entitled to examine such list
  or transfer books or to vote at the meeting of stockholders.

  7.   QUORUM.

       At any meeting of stockholders a majority of the
  outstanding shares of the corporation entitled to vote,
  represented in person or by proxy, shall constitute a quorum
  at a meeting of stockholders. If less than said number of
  the outstanding shares are represented at a meeting, a
  majority of the shares

  so represented may adjourn the meeting from time to time
  without further notice. At such adjourned meeting at which a
  quorum shall be present or represented, any business may be
  transacted which might have been transacted at the meeting
  as originally notified. The stockholders present at a duly
  organized meeting may continue to transact business until
  adjournment, notwithstanding the withdrawal of enough
  stockholders to leave less than a quorum.

  8.   PROXIES.

       At all meetings of stockholders, a stockholder may vote
  by proxy executed in writing by the stockholder or by his
  duly authorized attorney in fact. Such proxy shall be filed
  with the secretary of the corporation before or at the time
  of the meeting.

  9.   VOTING.

       Each stockholder entitled to vote in accordance with
  the terms and provisions of the certificate of incorporation
  and these by-laws shall be entitled to one vote, in person
  or by proxy, for each share of stock entitled to vote held
  by such stockholders. Upon the demand of any stockholder,
  the vote for directors and upon any question before the
  meeting shall be by ballot. All elections for directors
  shall be decided by plurality vote; all other questions
  shall be decided by majority vote except as otherwise
  provided by the Certificate of Incorporation or the laws of
  this State.




  10.   ORDER OF BUSINESS.

  The order of business at all meetings of the stockholders,
  shall be as follows:

            1.     Roll Call.

            2.     Proof of notice of meeting or waiver of
  notice.

            3.     Reading of minutes of preceding meeting.

            4.     Reports of Officers.

            5.     Reports of Committees.

            6.     Election of Directors.

            7.     Unfinished Business.

            8.     New Business.

  11.     INFORMAL ACTION BY STOCKHOLDERS.

  Unless otherwise provided by law, any action required to be
  taken at a meeting of the shareholders, or any other action
  which may be taken at a meeting of

  the shareholders, may be taken without a meeting if a
  consent in writing, setting forth the action so taken, shall
  be signed by a majority of the shareholders entitled to vote
  with respect to the subject matter thereof.


              ARTICLE III - BOARD OF DIRECTORS


  1.     GENERAL POWERS.

       The business and affairs of the corporation shall be
  managed by its board of directors. The directors shall in
  all cases act as a board, and they may adopt such rules and
  regulations for the conduct of their meetings and the
  management of the corporation, as they may deem proper, not
  inconsistent with these by-laws and the laws of this State.

  2.   NUMBER, TENURE AND QUALIFICATIONS.

  The number of directors of the corporation shall be set by
  the board, but shall not exceed seven (7). Each director
  shall hold office until the next annual meeting of
  stockholders and until his successor shall have been elected
  and qualified.

  3.   REGULAR MEETINGS.

  A regular meeting of the directors, shall be held without
  other notice than this by-law immediately after, and at the
  same place as, the annual meeting of stockholders. The
  directors may provide, by resolution, the time and place for
  the holding of additional regular meetings without other
  notice than such resolution.

  4.   SPECIAL MEETINGS.

  Special meetings of the directors may be called by or at the
  request of the president or any two directors. The person or
  persons authorized to call special meetings of the directors
  may fix the place for holding any special meeting of the
  directors called by them.

  5.   NOTICE.

  Notice of any special meeting shall be given at least five
  (5) days previously thereto by written notice delivered
  personally, or by telegram, or mailed to each director at
  his business address. If mailed, such notice shall be deemed
  to be delivered when deposited in the United States mail so
  addressed with postage thereon prepaid. If notice be given
  by telegram, such notice shall be deemed to be delivered
  when the telegram is delivered to the telegraph company. The
  attendance of a director at a meeting shall constitute a
  waiver of notice of such meeting, except where a director
  attends a meeting for the express purpose of objecting to
  the transaction of any business because the meeting is not
  lawfully called or convened.

  6.   QUORUM.

  At any meeting of the directors a majority shall constitute
  a quorum for the transaction of business, but if less than
  said number is present at a meeting, a majority of the
  directors present may adjourn the meeting from time to time
  without further notice.


  7.   MANNER OF ACTING.

  The act of the majority of the directors present at a
  meeting at which a quorum is present shall be the act of the
  directors.

  8.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

  Newly created directorships resulting from an increase in
  the number of directors and vacancies occurring in the board
  for any reason except the removal of directors without cause
  may be filled by a vote of a majority of the directors then
  in office, although less than a quorum exists. Vacancies
  occurring by reason of the removal of directors without
  cause shall be filled by vote of the stockholders. A
  director elected to fill a vacancy caused by resignation,
  death or removal shall be elected to hold office for the un-
  expired term of his predecessor.

  9.   REMOVAL OF DIRECTORS.

  Any or all of the directors may be removed for cause by vote
  of the stockholders or by action of the board. Directors may
  be removed without cause only by vote of the stockholders.

  10.   RESIGNATION.

  A director may resign at any time by giving written notice
  to the board, the president or the secretary of the
  corporation. Unless otherwise specified in the notice, the
  resignation shall take effect upon receipt thereof by the
  board or such officer, and the acceptance of the resignation
  shall not be necessary to make it effective.

  11.   COMPENSATION.

  No compensation shall be paid to directors, as such, for
  their services, but by resolution of the board a fixed sum
  and expenses for actual attendance at each regular or
  special meeting of the board may be authorized. Nothing
  herein contained shall be construed to preclude any director
  from serving the corporation in any other capacity and
  receiving compensation therefor.

  12.   PRESUMPTION OF ASSENT.

  A director of the corporation who is present at a meeting of
  the directors at which action on any corporate matter is
  taken shall be presumed to have assented to the action taken
  unless his dissent shall be entered in the minutes of the
  meeting or unless he shall file his written dissent to such
  action with the person acting as the secretary of the
  meeting before the adjournment thereof or shall forward such
  dissent by registered mail to the

  secretary of the corporation immediately after the
  adjournment of the meeting. Such right to dissent shall not
  apply to a director who voted in favor of such action.

  13.   EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution, may designate from among its
  members an executive committee and other committees, each
  consisting of three or more directors. Each such committee
  shall serve at the pleasure of the board.

  14. INDEMNIFICATION.

  Except for matters arising under the Securities laws of the
  United States, this corporation shall indemnify the
  directors of the corporation for any and all acts during
  their capacity as directors to the fullest extent of the
  law.


                   ARTICLE IV - OFFICERS

  1.   NUMBER.

  The officers of the corporation shall be a president, a
  vice-president, a secretary and a treasurer, each of whom
  shall be elected by the directors.

  Such other officers and assistant officers as may be deemed
  necessary may be elected or appointed by the directors.

  2.   ELECTION AND TERM OF OFFICE.

  The officers of the corporation to be elected by the
  directors shall be elected annually at the first meeting of
  the directors held after each annual meeting of the
  stockholders. Each officer shall hold office until his
  successor shall have been duly elected and shall have
  qualified or until his death or until he shall resign or
  shall have been removed in the manner hereinafter provided.

  3.   REMOVAL.

  Any officer or agent elected or appointed by the directors
  may be removed by the directors whenever in their judgment
  the best interests of the corporation would be served
  thereby, but such removal shall be without prejudice to the
  contract rights, if any, of the person so removed.

  4.   VACANCIES.

  A vacancy in any office because of death, resignation,
  removal, disqualification or otherwise, may be filled by the
  directors for the un-expired portion of the term.

  5.   PRESIDENT.

  The president shall be the principal executive officer of
  the corporation and, subject to the control of the
  directors, shall in general supervise and control all of the
  business and affairs of the corporation. He shall, when

  present, preside at all meetings of the stockholders and of
  the directors. He may sign, with the secretary or any other
  proper officer of the corporation thereunto authorized by
  the directors, certificates for shares of the
  corporation, any deeds, mortgages, bonds, contracts, or
  other instruments which the directors have authorized to be
  executed, except in cases where the signing and execution
  thereof shall be expressly delegated by the directors or by
  these by-laws to some other officer or agent of the
  corporation, or shall be required by law to be otherwise
  signed or executed; and in general shall perform all duties
  incident to the office of president and such other duties as
  may be prescribed by the directors from time to time.

  6.   VICE-PRESIDENT.

  In the absence of the president or in event of his death,
  inability or refusal to act, the vice-president shall
  perform the duties of the president, and when so acting,
  shall have all the powers of and be subject to all the
  restrictions upon the president. The vice-president shall
  perform such other duties as from time to time may be
  assigned to him by the President or by the directors.

  7.   SECRETARY.

  The secretary shall keep the minutes of the stockholders'
  and of the directors' meetings in one or more books provided
  for that purpose, see that all notices are duly given in
  accordance with the provisions of these by-laws or as
  required, be custodian of the corporate records and of the
  seal of the corporation and keep a register of the post
  office address of each stockholder which shall be furnished
  to the secretary by such stockholder, have general charge of
  the stock transfer books of the corporation and in general
  perform all duties incident to the office of secretary and
  such other duties as from time to time may be assigned to
  him by the president or by the directors.

  8.   TREASURER.

  If required by the directors, the treasurer shall give a
  bond for the faithful discharge of his duties in such sum
  and with such surety or sureties as the directors shall
  determine. He shall have charge and custody of and be
  responsible for all funds and securities of the corporation;
  receive and give receipts for moneys due and payable to the
  corporation from any source whatsoever, and deposit all such
  moneys in the name of the corporation in such banks, trust
  companies or other depositories as shall be selected in
  accordance with these by-laws and in general perform all of
  the duties incident to the office of treasurer and such
  other duties as from time to time may be assigned to him by
  the president or by the directors.

  9.   SALARIES.

  The salaries of the officers shall be fixed from time to
  time by the directors and no officer shall be prevented from
  receiving such salary by reason of the fact that he is also
  a director of the corporation.







     ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS


  1.   CONTRACTS.

  The directors may authorize any officer or officers, agent
  or agents, to enter into any contract or execute and deliver
  any instrument in the name of and on behalf of the
  corporation, and such authority may be general or confined
  to specific instances.

  2.   LOANS.

  No loans shall be contracted on behalf of the corporation
  and no evidences of indebtedness shall be issued in its name
  unless authorized by a resolution of the directors. Such
  authority may be general or confined to specific instances.

  3.   CHECKS, DRAFTS, ETC.

  All checks, drafts or other orders for the payment of money,
  notes or other evidences of indebtedness issued in the name
  of the corporation, shall be signed by such officer or
  officers, agent or agents of the corporation and in

  such manner as shall from time to time be determined by
  resolution of the directors.

  4.   DEPOSITS.

  All funds of the corporation not otherwise employed shall be
  deposited from time to time to the credit of the corporation
  in such banks, trust companies or other depositories as the
  directors may select.


  ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER


  1.   CERTIFICATES FOR SHARES.

  Certificates representing shares of the corporation shall be
  in such form as shall be determined by the directors. Such
  certificates shall be signed by the president and by the
  secretary or by such other officers authorized by law and by
  the directors. All certificates for shares shall be
  consecutively numbered or otherwise identified. The name and
  address of the stockholders, the number of shares and date
  of issue, shall be entered on the stock transfer books of
  the corporation. All certificates surrendered to the
  corporation for transfer shall be canceled and no new
  certificate shall be issued until the former certificate for
  a like number of shares shall have been surrendered and
  canceled, except that in case of a lost, destroyed or
  mutilated certificate a new one may be issued therefor upon
  such terms and indemnity to the corporation as the directors
  may prescribe.






  2.   TRANSFERS OF SHARES.

       (a)   Upon surrender to the corporation or the transfer
  agent of the corporation of a certificate for shares duly
  endorsed or accompanied by proper evidence of succession,
  assignment or authority to transfer, it shall be the duty of
  the corporation to issue a new certificate to the person
  entitled thereto, and cancel the old certificate; every such
  transfer shall be entered on the transfer book of the
  corporation.

       (b)   The corporation shall be entitled to treat the
  holder of record of any share as the holder in fact thereof,
  and, accordingly, shall not be bound to recognize any
  equitable or other claim to or interest in such share on the
  part of any other person whether or not it shall have
  express or other notice thereof, except as expressly
  provided by the laws of this state.


                 ARTICLE VII - FISCAL YEAR


  The fiscal year of the corporation shall be fixed by
  resolution of the board of directors.

                  ARTICLE VIII - DIVIDENDS


  The directors may from time to time declare, and the
  corporation may pay, dividends on its outstanding shares in
  the manner and upon the terms and conditions provided by
  law.

                     ARTICLE IX - SEAL


  The directors shall provide a corporate seal which shall be
  circular in form and shall have inscribed thereon the name
  of the corporation, the state of incorporation, year of
  incorporation and the words, "Corporate Seal".


                ARTICLE X - WAIVER OF NOTICE


  Unless otherwise provided by law, whenever any notice is
  required to be given to any stockholder or director of the
  corporation under the provisions of these by-laws or under
  the provisions of the articles of incorporation, a waiver
  thereof in writing signed by the person or persons entitled
  to such notice, whether before or after the time stated
  therein, shall be deemed equivalent to the giving of such
  notice.

                  ARTICLE XI - AMENDMENTS


  These by-laws may be altered, amended or repealed and new
  by-laws may be adopted by a vote of the stockholders
  representing a majority of all the shares issued and
  outstanding, at any annual stockholders' meeting or at any

  special stockholders' meeting when the proposed amendment
  has been set out in the notice of such meeting.

  <EXHIBIT>
  Exhibit 4
  SPECIMEN OF COMMON STOCK CERTIFICATE

  [________]NUMBER
   Shares[________]
  AUTHORIZED common stock; 50,000,000 Shares PAR VALUE $.001
  NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
  INCORPORATED UNDER THE LAWS OF THE STATE OF Nevada common
  stock CUSIP

  ____________________________________________________________
  ____________________________________________________________
  ____________________________________________________________
  ______________________________________________________

   THIS CERTIFIES THAT
  _________________________________________________________

  Is the RECORD HOLDER OF Shares OF New Dawn Entertainment,
  Inc. common stock
  TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY
  DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
  PROPERLY ENDORSED.


  THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE
  TRANSFER AGENT AND
  REGISTERED BY THE REGISTRAR.

  Witness the facsimile seal of the Corporation and the
  facsimile signatures of its duly authorized officers.

   Dated:

                                        [SEAL OF New Dawn
  Entertainment, Inc.]

          Peter Szecsodi
         ----------------------
          Peter Szecsodi, President

         Kara McVey
         -----------------------
         Kara McVey, Secretary


   By: Pamela Gray
   Atlas Stock Transfer Corporation
   Salt Lake City, UT


  This Certificate is not valid unless countersigned by the
  Transfer Agent.

  NOTICE: Signature must be guaranteed by a firm which is a
  member of a
  registered national stock exchange, or by a bank (other than
  a savings bank), or a trust company.


  The following abbreviation, when used in the inscription on
  the face of this certificate, shall be construed as though
  they were written out in full according to applicable laws
  or regulations:

  TEN COM - as tenants in common  UNIF GIFT MIN ACT -
  ____Custodian____
  TEN ENT - as tenants by the entireties

  (Cust) (Minor) JT TEN - as joint tenants with right under
  Uniform Gifts to
  Minors of survivorship and not as

  Act
  ________________________ tenants in common
            (State)
  Additional abbreviation may also be used though not in above
  list.


  FOR VALUE RECEIVED, _________hereby sell, assign and
  transfer unto PLEASE
  INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
  ASSIGNEE -
  -------------------------------------- - ------------- -----
  ----
  ----------------
  ________________________________________________________
  ______ ___ _________ (Please print or typewrite name and
  address including
  zip code of assignee)



  ____________________________________________________________
  _____________
  _________
  ________________________________________________________
  ______
  ___ _________
  ___________________________________________________________

  ______ ___ _________ Shares of the capital stock represented
  by the within
  Certificate, and do hereby irrevocably constitute and
  appoint
  ________________________________________________________
  ______ ___ _________
  Attorney to transfer the said stock on the books of the
  within-named
  Corporation with full power of substitution in the premises.
   Dated, ---------------------------------

  NOTICE: The signature to this assignment must correspond
  with the name as
  written upon the face of the Certificate, in every
  particular, without
  alteration or enlargement, or any change whatever.