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 February 28, 2002

                         Commission File Number 0-31315

                            NEW CINEMA PARTNERS, INC.
                         ------------------------------
               (Exact name of Company as specified in its charter)

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

                357 Bay St., Suite 404, Toronto, Ontario M5H 2T7
          ------------------------------------------------------------
               (Address of Principal Executive offices) (Zip Code)


          Company's telephone number, with area code: (416) 367 - 8273

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                   Common stock of $0.001 par value per share

Indicate by,  check mark whether the Company (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  twelve  months (or for such shorter  period that the Company 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 in this form, and no disclosure will be contained, to the best of
Company's knowledge,  in definitive proxy or information statements incorporated
by  reference  in Part III of this  Form  10-KSB or any  amendment  to this Form
10-KSB. [X]

State Issuer's Revenues for its most recent fiscal year. $ Nil.

Aggregate  market value of the voting stock held by  non-affiliates  of Company:
$1,050,000 as at February 28, 2002
<PAGE>

Number of shares outstanding as of February 28, 2002:  31,175,021 common shares.

Documents incorporated by reference:  The Company's annual report on Form 10K-SB
submitted on June 14, 2001, and all exhibits  thereto;  the Company's  quarterly
reports on Form 10-QSB submitted on January 23, 2002, October 26, 2001, and July
24, 2001,  and the Company's  current  reports on Form 8-K submitted on June 12,
2002,  June 3, 2002,  March 1, 2002,  September 14, 2001, July 9, 2001, and June
27, 2001.

Part I.
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Item 1   DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT - ORGANIZATION AND CHARTER

New Cinema  Partners,  Inc., (the "Company") was formed under the laws of Nevada
on February 2, 1998 under the name  Valance 9  Development,  Inc. to develop and
market a world  wide web  authoring  software  product.  The  initial  amount of
authorized  capital was  $100,000  consisting  of  100,000,000  shares of Common
Stock,   $0.001  par  value.  A  copy  of  the  Company's  initial  articles  of
Incorporation is attached hereto and is incorporated by reference. See Part III,
Item 1.

On April 17, 1998, the Company's  Articles of  Incorporation  were amended.  The
purpose of the amendment was to change the name of the corporation  from Valance
9 Development to Valence 9 Development, Inc.

Valence 9 Development,  Inc. filed a Form 15(c)211 with the National Association
of  Securities  Dealers  (NASD)  to allow its  Common  Stock to trade on the OTC
Bulletin  Board.  The  Company's  Common Stock began trading on the OTC Bulletin
Board in July of 1998,  under the  trading  symbol  "VLND." In August,  1998 the
symbol was changed at Valence 9 Development, Inc.'s request to "VNIN."

On August 27, 1999 the Company's  Articles of  Incorporation  were amended.  The
purpose of the amendment was to change the name of the corporation  from Valence
9 Development,  Inc. to New Cinema Partners. A copy of the Company's certificate
of  amendment  to the  Articles  of  Incorporation  is  attached  hereto  and is
incorporated by reference. See Part III, Item 1.

On August 31,  1999,  the  Company  and New Cinema  Partners,  Inc.  executed an
Acquisition  Agreement  whereby  the  Company  acquired  all of the  issued  and
outstanding  common stock of New Cinema Partners,  Inc., a Canadian  corporation
formed on February 18, 1999.

On July 4, 2000, the Company  consummated an asset purchase agreement  acquiring
certain  intellectual  properties,  comprising scripts and storylines,  owned by
1255234  Ontario,  Inc.,  also known as Stone  Canyon  Pictures.  As part of the
transaction,  Mr. Damian Lee,  founder and one of the principals of Stone Canyon
Pictures,  became the Chief  Executive  Officer and the Chairman of the Board of
Directors of the  Corporation.  On March 12,  2001,  after being unable to raise
adequate funds for any  production,  Mr. Lee resigned from his position with the
Company.

The  Company was  delisted  for  non-compliance  with the OTC  Bulletin  Board's
reporting  requirements  in May of 1999, and began trading on the pink sheets at


                                       2
<PAGE>

that  time  until  the  Company  became a  "Reporting  Company"  under  the 1934
Securities  Exchange  Act and  resumed  trading  on the OTC  Bulletin  Board  in
December,  2000. Since May, 1999 the Company's securities have been traded under
the trading symbol "NCPP."

There is only one class of stock - the Company's  common stock. The initial five
shareholders (the "Initial Control Group") of the Company were issued 25,100,000
common shares of the Company's  common stock at inception.  This group consisted
of the officers and directors of the Company and their designees (Wayne Walrath,
Lewis Hayse, Michael Gordy, Francois Escher, and Robert Short). From February to
March of 1999,  the  Company  did a series  of  offerings  pursuant  to Rule 504
promulgated  under  Regulation D of the Securities Act of 1933, as amended.  The
total amount of common  shares issued at the  completion of those  offerings was
32,588,800, with the Initial Control Group controlling 77% of those shares.

In June, 1999, the Company issued and then cancelled  438,637 shares pursuant to
a letter of intent to acquire Image  Advertising  Plc. The shares were cancelled
because the acquisition was never consummated.

In June,  1999,  the Company did an 800 to 1 reverse  split of its common stock,
resulting  in the  Company's  issued and  outstanding  common  shares going from
32,588,800  to  40,736  shares.  The  reverse  stock  split was done in order to
prepare  the  Company to be able to acquire a new  business,  once it had become
evident that the then-current business was not viable.

On August 31,  1999,  the  Company  and New Cinema  Partners,  Inc.  executed an
Acquisition  Agreement  whereby  the  Company  changed  its  name to New  Cinema
Partners  and  acquired  all of the issued and  outstanding  common stock of New
Cinema  Partners,  Inc., in exchange for  4,000,000  shares of its common stock.
This   transaction   resulted   in  the  former   shareholders   of  New  Cinema
Partners,Inc.,  becoming the holders of the 4,000,000 newly issued shares,  (the
"New Control Block").

In September,  1999 the Company issued 7,000,000 free trading shares pursuant to
Rule 504  promulgated  under  Regulation  D of the  Securities  Act of 1933,  as
amended.  The total amount of common  shares  issued at the  completion  of this
offering was 11,040,736 with the Control Group holding 36.23% of those shares.

In May,  2000, the Company issued  3,000,000  restricted  shares to total of six
corporations to do consulting to help find a new business for the Company.  This
brought the Company's total issued and outstanding  common shares to 14,040,736,
of which the New Control Block held 4,000,000 shares, or 28.5%.

In June,  2000, the Company  consummated an asset purchase  agreement  acquiring
certain  intellectual  properties,  comprising scripts and storylines,  owned by
1255234 Ontario,  Inc., also known as Stone Canyon Pictures.  The purchase price
was 10,000,000  shares of the Company's  common stock. The shareholders of these
10,000,000  shares are the "Current  Control Block" and they hold 10,000,000 out
of 31,175,021 or 32%, of the Company's issued and outstanding common shares.

On May 8, 2001,  the Company  issued  500,000 common shares valued at $45,000 in
consideration for legal fees owing by the Company.

                                       3
<PAGE>

On June 12, 2001, the Company issued  1,384,285  common shares in  consideration
for the  cancellation  of a  promissory  note in the amount of  $95,516  and the
Company issued  5,100,000 common shares in settlement of accounts payable in the
amount of $402,900.

The Company is presently  inactive and has no operations other than pursuing its
current  business plan seeking to acquire,  in exchange for securities or assets
of the Company, assets or a business.

The Company  believes that it is in the final stages of negotiating an agreement
Witnet Co. Ltd.  ("Witnet") of South Korea.  As disclosed in Form 8-K filed with
the SEC on June 3, 2002, the Company has signed a Share Exchange  Agreement (the
"Agreement")  pursuant  to which the Company  will  acquire  Witnet,  subject to
regulatory and  governmental  approval.  Under the  Agreement,  the Company will
issue  55,000,000  common shares in its capital stock in order to acquire Witnet
and  a  further   10,000,000   common   shares  will  be  issued  to  Travellers
International  Inc.  ("Travellers").  Travellers  has  assigned  its  rights and
obligation  arising under  Agreement to the Company.  The shares to be issued to
Travellers will be issued in consideration for Travellers acting as a consultant
and finder and for the assignment of rights under the Agreement.

Description of Business

The Company has insufficient  capital with which to finance cash acquisitions of
other business entities. Accordingly, the Company will be incapable of acquiring
the assets or business of other  entities  except in those  instances  where the
Company  exchanges its common stock with those held by the target company and/or
the target company's shareholders. Another possibility, although less likely, is
that the  Company  may give its  common  stock to a target in  exchange  for the
target's  assets.  Management  expects that an exchange of the Company's  Common
Stock in a merger or acquisition,  if ever, would require the Company to issue a
substantial number of shares of its common stock. Accordingly, the percentage of
common stock held by the Company's then current shareholders would be reduced as
a  result  of the  increased  number  of  shares  of  common  stock  issued  and
outstanding following any such merger or acquisition.

The Company expects to continue to concentrate  primarily on the  identification
and  evaluation of  prospective  merger or acquisition  "target"  entities.  The
Company  does not intend to act as a general or  limited  partner in  connection
with  partnerships  it may merge  with or  acquire.  Management  has  elected to
concentrate on finding a target in the shipping and logistics industries because
of their  view that they may be able to raise  additional  funds for  either the
purchase of or for the funding for such  projects.  The  Company's  officers and
directors will devote such time as they feel is necessary to seek out a suitable
opportunity.

Management  contemplates  that the Company  will seek to merge with or acquire a
target  company with either assets or earnings,  or both,  and that  preliminary
evaluations undertaken by the Company will assist in identifying possible target
companies.  The  Company  has not  established  a specific  level of earnings or
assets below which the Company would not consider a merger or acquisition with a
target company.  Moreover,  Management may identify a target company  generating
losses which the Company  will seek to acquire or merge with the Company.  There
is no  assurance  that if the Company  acquires a target  company with assets or
earnings, or both, that the price of the Company's common stock will increase.

The  Company  believes  that  it is in  the  final  stages  of  negotiating  the
acquisition  of Witnet Co.  Ltd.  of South  Korea,  ("Witnet").  The Company has
entered into a Share Exchange  Agreement (the  "Agreement")  (a copy of which is


                                       4
<PAGE>

attached hereto) to acquire Witnet,  a software  development  company.  Prior to
entering into the Agreement,  the Company had entered into agreements to acquire
various corporate entities and/or assets including: Mediall Tech, LCTC, Verifox,
and  Imperial  Logistics.  However,  in each  case,  the  Company  was unable to
complete the  acquisition  and there can be no  assurance  that the Company will
complete the acquistion of Witnet.

In evaluating target companies, Management intends to concentrate on identifying
any number of  preliminary  prospects  which may be brought to the  attention of
management through present associations or otherwise. Management will then apply
certain of its broad criteria to the preliminary  prospects.  Essentially,  this
will entail a determination by Management as to whether or not the prospects are
in an  industry  which  appears  promising  and  whether  or not  the  prospects
themselves  have  potential  within  their own  industries.  During this initial
screening  process,  Management will ask and receive answers to questions framed
to provide appropriate threshold  information,  depending upon the nature of the
prospect's  business.  If  a  prospect  is  selected  for  an  in-depth  review,
Management will review in detail the prospect's business  activities,  including
its audited financial statements, if any.

The final stage of any merger or  acquisition to be effected by the Company will
require  the  Company to retain the  services  of its  counsel  and a  qualified
accounting  firm in order to  properly  effect  the merger or  acquisition.  The
Company will incur  significant legal fees and accounting costs during the final
stages  of a merger or  acquisition.  Also,  if the  merger  or  acquisition  is
successfully  completed,  Management  anticipates  that  certain  costs  will be
incurred for public  relations,  such as the dissemination of information to the
public,  to the shareholders and to the financial  community.  If the Company is
unable to complete the merger or acquisition for any reason,  the Company's then
supply of capital may be  substantially  depleted  if legal fees and  accounting
costs have been  incurred.  Management  intends to retain  legal and  accounting
services only on an as-needed basis in the latter stages of a proposed merger or
acquisition.  It is likely that the Company will seek to accomplish any business
combination in a manner which will require shareholder approval.

The Company may be required  to seek  additional  financing  in order to proceed
with any proposed transaction with a target company, which could be accomplished
by either the sale of common stock, the issuance of debt, or both.

The  Company  will  remain an  insignificant  participant  among the firms which
engage in mergers with and acquisitions of  privately-financed  entities.  There
are  many  established   venture  capital  and  financial  concerns  which  have
significantly  greater financial and personnel resources and technical expertise
than the Company.  In view of the  Company's  limited  financial  resources  and
limited  management  availability,   the  Company  will  continue  to  be  at  a
significant competitive disadvantage compared to the Company's competitors.

The Company  rents  2,500  square feet of space on a month to month basis at 375
Bay St. in Toronto, Canada, for $2,000 per month, in which its executive offices
are located.

Employees

New Cinema currently has one (1) full-time  employee,  the Company's  president,
Martin  Lapedus.  In  addition,  the  Company  intends  to  retain  individuals,
including  directors,  cast and crew, with the appropriate skills and background
as required for particular projects under development or in production.

                                       5
<PAGE>

None of the Company's  full-time employees are unionized.  However,  most of the
companies   productions   will  be  established   under  separate  wholly  owned
corporation of the Company,  called  production  subsidiaries,  and  individuals
employed  by any of the  Company's  production  subsidiaries  may be  members of
guilds or unions which bargain  collectively  with producers on an industry-wide
basis from time to time. The Company intends to maintain very good relationships
with its employees and the guilds and unions.

Item 2.  DESCRIPTION OF PROPERTY

The Company  rents  2,500  square feet of space on a month to month basis at 357
Bay St. in Toronto, Canada, for $2,000 per month, in which its executive offices
are located.

Item 3.  LEGAL PROCEEDINGS

The Company is not aware of any litigation pending against the Company.

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

The Company  submitted no matters to a vote of its security  holders  during its
fiscal year ended February 28, 2002.

Part II.
--------

Item 5.  MARKET FOR COMPAN'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 The  Company's  Common Stock is quoted on the Over The Counter  Bulletin  Board
under the symbol  "NCPP".  The  following  table sets forth the high and low bid
prices as reported by FinancialWeb.com, Inc. for the periods ending May 31, 2001
and prior. These quotations for the fiscal year 1998, and the first two quarters
of 1999 reflect  trading done by Valence 9 Development,  Inc.,  under the symbol
"VNIN." All quotations  reflect  inter-dealer  prices,  without retail  mark-up,
mark-down or commissions,  and may not reflect actual  transactions.  As of June
10,  2002  there were 358  holders  of Common  Stock.  The  Company  has paid no
dividends in the year ended February 28, 2002.

                                       6
<PAGE>
                            High             Low
                            ----             ---
2002

First Quarter              $0.23            $ 0.03

2001

Fourth Quarter             $0.13            $0.016
Third Quarter              $0.13            $ 0.03
Second Quarter             $0.20            $ 0.05
First Quarter              $0.11            $ 0.04

2000

Fourth Quarter             $0.12            $0.05
Third Quarter              $0.30            $0.06
Second Quarter             $0.25            $0.06
First Quarter              $0.25            $0.10

1999

Fourth Quarter             $2.94            $0.16
Third Quarter              $5.06            $1.06
Second Quarter             $2.71            $1.12
First Quarter              $4.25            $2.00

1998

Fourth Quarter             $4.62            $2.12
Third Quarter              $4.12            $0.62


Item 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OR PLAN OF OPERATION

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

Development  stage  activities.   The  Company  has  been  a  development  stage
enterprise from its inception February 18,1999.

Since  March  2001  the  Company  has been in the  process  of  identifying  and
evaluating various  acquisition  candidate  companies and or assets. The Company
has entered into several  letters of intent and  agreements  to acquire  various
companies  or various  companies  assets  however,  to date,  has not closed the
acquisition of any such company or any such assets.

Since July,  2000 the Company was in the process of developing a film production
and distribution business by utilizing assets and talent it acquired pursuant to
an asset acquisition consummated on June 27, 2000.

Prior to that the Company  had been  involved in a venture to develop and market
internet soft-ware, and a venture to create own and manage a proprietary type of
movie theatres, none of which had resulted in any revenues.

                                       7
<PAGE>

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

These  activities were funded by the Company's  management and investments  from
stockholders.  For the year ended February 28, 2001 this amount was $245,818 and
was  subsequently  exchanged for equity and for the year ended February 28, 2002
the amount funded by the Company's  management and investments from stockholders
was $52,643 and is  convertible  to equity in the form of the  Company's  common
stock.

In March 2001 the Company  accepted  the  resignation  of Damian Lee, the former
President of the Company.  Mr. Lee's resignation  presented a predicament to the
Company in that the  exploitation  of the  assets  acquired  from  Stone  Canyon
Pictures was based upon his  professional  leadership as a movie producer.  As a
result the business direction of the company is uncertain.

In February,  2002,  the Company  accepted the  resignation  of John Cox who has
acted as Secretary and Director of the Company.

The Company will endeavour to market and sale the intellectual property however,
there is no  guarantee  that the Company  will be  successful  at  marketing  or
selling the intellectual property.

The Company is currently  focusing on a possible  new business  direction in the
software  development  industry  and will  continue to complete  the  procedures
necessary  to  complete  the  acquisition  of  the  software  development  based
operation.  The Company  believes that it is in the final stages of negotiations
to acquire Witnet Co. Ltd. of South Korea  ("Witnet").  As disclosed in Form 8-K
filed  with the SEC on June 3, 2002,  the  Company  has signed a share  exchange
agreement (the Agreement) acquire Witnet, subject to regulatory and governmental
approval.  Under the terms of the Agreement,  the Company will issue  55,000,000
common  shares in its  capital  stock in order to  acquire  Witnet and a further
10,000,000  common  shares  will be  issued  to  Travellers  International  Inc.
("Travellers").  Travellers has assigned its rights and obligation arising under
the Agreement to the Company. See exhibit 2 attached hereto

There is no guarantee that the Company will be successful at completing any such
acquisition or merger.

The  Company  has not yet  generated  sufficient  revenues  during  its  limited
operating period of reorganization to fund its ongoing  operating  expenses,  or
fund its marketing  plans and product  development  activities.  There can be no
assurance that  development  of the marketing  plans will be completed and fully
tested in a timely manner and within the budget  constraints  of management  and
that the Company's marketing research will provide a profitable path.

Results of Operations  for the year ended  February 28, 2002. For the year ended
February 28, 2002,  the Company  generated net sales of $Nil. The Company's cost
of goods sold for the year ended February 29, 2002 was $Nil. The Company's gross
profit on sales was $Nil for the year ended  February  29, 2002.  The  Company's
general and  administrative  costs aggregated  approximately  $3,134,471 for the
year ended February 28, 2002.  These expenses  represent  carry over losses from
the Company's re-organization, bank charges and the payment of fees to the stock
transfer  agent  and  other  expenses  necessary  for  the  continuation  of the
business. This increase represents essentially fees for the time spent doing the
marketing  research,  planning and  reorganization of the business for its entry
into the film and movie industry and for the costs  associated with  identifying
and  completing  due  diligence  and other costs  associated  with the continued
effort to complete a suitable acquisition or merger.

                                       8
<PAGE>

Liquidity  and Capital  Resources.  The  Company  had a cash  balance of $nil at
February 28, 2002,  as compared to $1,999 for the year ended  February 29, 2001.
Working  capital at February  29,  2002 and  February  29, 2001 was  negative at
$(197,761) and $(560,954) respectively. For the year ended February 29, 2002 and
for working  capital was provided by management for the payment of expenses.  At
February 29, 2001 and May 31, 2000,  the Company  continued to be funded through
shareholder loan balances aggregating $52,643 and $245.818 respectively.  During
the next twelve months the Company's  Plan of Operation  recognizes  that due to
the fact that the company does not have  sufficient cash on hand to continue its
current operations based on its current general and administrative expenses that
the company will require private placement  financing or will require additional
loans  from   shareholders  or  the  officers  and  directors  of  the  Company.
Additionally,  the Company  recognizes that there are no assurances that it will
be  successful  in  obtaining  any private  placement  financing  the Company is
confident that it will be capable of obtaining such loans.  The Company  intends
to sell its  intellectual  property  rights at this time however,  in connection
with the  development  financing  strategy  it may joint  venture or  co-produce
projects related to the underlying  intellectual  property. The Company does not
anticipate  a  significant  increase  or  decrease  in the  number  of full time
employees it currently  employs.  In view of the  uncertainties  concerning  the
Companies continued  existence as a going concern,  the Company does not plan to
pursue its business plan as an independent film production  company. In order to
mitigate the  possibility of the Company  failing to maintain as a going concern
the Company will endeavour to initiate the following  steps: 1. The Company will
endeavour to complete an acquisition in the software  development  field. 2. The
Company will endeavour to complete a private placement to fund future operations
should the Company complete an acquisition in the software development field.

The Company's current expenses are manageable.  All the Companies executives and
consultants  have not  taken a salary  to date and will not draw a salary  until
such time as the Company  completes a significant  financing.  Management  loans
should satisfy current  expenses until such time the Company  completes any such
financing and management  believes that it will be capable of maintaining  under
current  arrangements for at least the next twelve months.  Thereafter,  if cash
generated  from  operations is  insufficient  to satisfy the  Company's  working
capital and  capital  expenditure  requirements,  the Company may be required to
sell  additional   equity  or  debt  securities  or  obtain   additional  credit
facilities.  There can be no assurance that such financing, if required, will be
available on satisfactory terms, if at all.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements are attached hereto at page 15.

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

On May 24, 2002, the Company dismissed Merdlinger, Furchter, Rosen & Corso, P.C.
and on June 6, 2002 appointed Solursh Feldman & Partners LLP as its new auditor.
The Board of  Directors  of the  Company  approved  the  appointment  of Solursh
Feldmand & Partners LLP by resolution dated June 6, 2002.

                                       9
<PAGE>

Part III.
---------

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS OF THE
COMPANY


The  Board of  Directors  of the  Company  is  comprised  of only  one  class of
director.  Each director is elected to hold office until the next annual meeting
of shareholders and until his successor has been elected and qualified. Officers
are elected  annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of the business
experience of each director and executive officer of the Company.

The  position(s)  held by each  Officer and Director of the Company are shown on
the  following  table.  Each  Director will serve for one year or until the next
annual  meeting of the Company's  Shareholders  and until a successor is elected
and has qualified.

Name                          Age             Position
----                          ---             --------
Martin Lapedus                57            Chief Executive Officer,  Prsident,
                                            Chairman of the Board of Directors
Paul Walters                  46            Director
Marvin Sazant                 64            Director
Thomas Conslan                45            Director
(John Cox                     68            Director (resigned))

Martin Lapedus has been the Company's Chief Financial Officer,  secretary, and a
Director  since  November  1, 1999.  Mr.  Lapedus is a chartered  accountant  in
Ontario,  Canada,  and has been self employed since  graduating with a degree in
accounting from Queens University, of Ontario, Canada, in 1967.

Paul Walters has been a Director of the Company since July 4, 1999.  Since April
of 1991 Mr. Walters has worked as an independent sales  representative for Royal
LePage real estate of Toronto,  Canada.  Prior to that Mr.  Walters had spent 13
years in the  banking  industry  working  at  varied  positions  in the  Toronto
Dominion Bank of Toronto,  Canada.  Mr. Walters received his BA in economics and
history from the University of Western Ontario in 1977.

Dr. Marvin  Sazant has been a Director of the Company  since March 1, 2000.  Dr.
Sazant  received his M.D. from the  University of Toronto in 1961, and a B.A. in
biology from the University of Toronto in 1957. Since 1967 Dr. Sazant has been a
self employed physician in Toronto, Canada.

Thomas Conlan became a Director of the Company in April,  2002.  Mr. Conlan is a
shareholder  of the  Company and holds less than five per cent of the issued and
outstanding shares of the Company.

                                       10
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid  during the fiscal year
ended February,  2002, to the Company's Chief Executive  Officer and each of the
Company's  officers and directors.  No person received  compensation equal to or
exceeding $100,000 in fiscal 200 and no bonuses were awarded to date.
<TABLE>
<CAPTION>

                                         Annual Compensation               Awards                      Payouts
                                   ------------------------------  -------------------------          ---------

Name and Principal                  Year           Salary ($)              Bonus ($)       ($)  Other compensation($)
Position

<S>                                 <C>              <C>                      <C>                      <C>
Damian Lee(2)                       2001            -0-                      -0-                      -0-
Former Chief Executive              2000            -0-                      -0-                      -0-
Officer, President                  1999            -0-                      -0-                      -0-
Chairman of the                     1998            -0-                      -0-                      -0-
Board of Directors                  1997            -0-                      -0-                      -0-

Martin Lapedus                      2001           $15,000*                  -0-                      -0-
Chief Executive                     2000            -0-                      -0-                      -0-
Officer, President                  1999            -0-                      -0-                      -0-
Chairman of the                     1998            -0-                      -0-                      -0-
Board of Directors                  1997            -0-                      -0-                      -0-

Paul Walters                        2001            -0-                      -0-                      -0-
Director                            2000            -0-                      -0-                      -0-
                                    1999            -0-                      -0-                      -0-
                                    1998            -0-                      -0-                      -0-
                                    1997            -0-                      -0-                      -0-

Marvin Sazant                       2001            -0-                      -0-                      -0-
Director                            2000            -0-                      -0-                      -0-
                                    1999            -0-                      -0-                      -0-
                                    1998            -0-                      -0-                      -0-
                                    1997            -0-                      -0-                      -0-

John Cox                            2001            $15,000*                 -0-                      -0-
Director                            1990            -0-                      -0-                      -0-
                                    1999            -0-                      -0-                      -0-
                                    1998            -0-                      -0-                      -0-
                                    1997            -0-                      -0-                      -0-
</TABLE>

---------------------------------------------
* Each of Martin  Lapedus and John Cox has entered into an employment  agreement
under which each is to receive  compensation  of $15,000 per year,  however,  to
date, neither Mr. Lapedus nor Mr. Cox has been paid.

On August 1, 2000, the Company granted each director options to purchase 480,000
shares of the  Company's  common  stock at the price of $0.50 per  share.  These
shares expired on August 1, 2001.

On September 1, 2000 the Company  entered into an employment  agreement with its
Chief Executive Officer,  Damian Lee, which entails  compensation of $10,000 per
month however, the contract specifies that no cash consideration will be paid to
Mr. Lee until such time as the  Company is  successful  at  completing  adequate
financing.  In March,  2001,  having  failed to complete any financing to do any
production  project,  Mr. Lee resigned from his positions with the Company,  and
has not made any claim against the Company.

                                       11
<PAGE>

Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The  following  table  sets  forth  certain  information  known  to the  Company
regarding the  beneficial  ownership of Common Stock as of February 28, 2002, by
(i) each Director of the Company,  (ii) each  executive  officer of the Company,
(iii) all  directors  and  executive  officers as a group,  and (iv) each person
known  to  the  Company  to be the  beneficial  owner  of  more  than  5% of its
outstanding shares of Common Stock or to be part of the Current Control Block.

                                     Shares Beneficially Owned
                                     -------------------------
                                                            Percentage
Directors and Executive Officers      Shares Held             Owned

Damian Lee  (2)                             975,000           3.12%
Former Chief Executive
Officer,
Chairman of the
Board of Directors
102 Bloor St. W
Toronto, ON M551M8
Canada

Briar Communications, Inc. (2)              950,000           3.04%
2 Elm Avenue, #24
Toronto, ON  M4T 1T8

Pine Wood Studios, Inc.  (2)                950,000           3.04%
120 Adelaide St. West
Suite 2401
Toronto, ON  M5H1T1

Mike Mastercolo (2)                         975,000           3.12%
357 Bay Street
Suite 404
Toronto, On M5H2T7

John D'Acunto   (2)                         500,000           1.60%
357 Bay Street
Suite 404
Toronto, On M5H2T7

Joseph Balerino (2)                         500,000           1.60%
357 Bay Street
Suite 404
Toronto, On M5H2T7

                                       12
<PAGE>

Avi Amar  (2)                               525,000           1.68%
983 Apt. 3
Rehov Eilat, Ashdod
Israel

Pacifica Technologies, Ltd. (2)             750,000           2.40%
4060 Burton Avenue
Richmond, BC

V7C4M1

Westcape Technologies, Ltd. (2)             700,000           2.20%
260 QueensQuay West,
Suite 3108
Toronto, ON  M5J 2N3

Jessica Mathison (2)                        625,000           2.03%
1550  Johnston
White Rock, BC

VHB 328

Portico Industries, Ltd. (2)                650,000           2.08%
4060 Burton Avenue
Richmond, BC  V7C4M1

Aviam Holdings, Ltd.(2)                     700,000           2.20%
2269 Lakeshore Blvd
Suite 2806
Toronto, ON  M8V 3X6

543637 B.C. Ltd. (2)                        100,000           0,30%
4060 Burton Avenue
Richmond, BC V7C 4M1

Margaret Hales  (2)                          50,000           0.01%
4060 Burton Avenue
Richmond, BC V7C 4M1

Susan Hales   (2)                            25,000           0.08%
4060 Burton Avenue
Richmond, BC V7C 4M1

Ken Hales  (2)                               25,000           0.11%
4060 Burton Avenue
Richmond, BC V7C 4M1

Martin Lapedus                              150,000           0.48%
Chief Financial
Officer and a Director
179 Oakhurst Drive
Thornhill ON L4J8H6
Canada

John Cox                                    385,000           1.61%
Director
131 Bloor St. W.
Toronto, ON M551R1
Canada

As a group (3)                           10,385,000          43.01%
(19 persons)


                                       13
<PAGE>

(1)      Percentage of ownership is based on  31,175,021  shares of Common Stock
         issued and outstanding as of August 1, 2001.

(2)      At this time the Company is treating  the  Company's  shareholders  who
         received shares as a result of the Stone Canyon acquisition all of whom
         together  received a total of 10,000,000 shares of the Company's common
         stock in exchange for Stone Canyon's assets, as being part of the group
         beneficially owned by Damian Lee, the Current Control Block.

(3)      If the prior  shareholders of Stone Canyon are not included unless they
         are directors or management of the Company,  then these numbers go down
         to 3  persons  (Damian  Lee,  and  John  Cox)  holding  535,000  shares
         representing 1.7% of the total shares issued and outstanding.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has received a loan from Pueblo Trust, a related party to New Cinema
Partners  (Ontario).  The loan, in the amount of $150,000  bears interest at the
rate of 6.5% per year and is due on July 9, 2002  Pueblo  Trust is the  majority
shareholder  of Ultimate  Entertainment  Ltd, a shareholder  of the Company.  In
connection with the loan, the Company has granted an option to purchase  250,000
common  shares at an exercise  price of $2.50 per share.  The option  expired on
August 1, 2001.

The Company has received advances of $52,643 from a director for working capital
purposes. There are no specific repayment terms for the advances.

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer,  or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

                                       14
<PAGE>

 CERTAIN  BUSINESS  RELATIONSHIPS

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer,  or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

(a)  All  required  exhibits  are  incorporated  herein  by  reference  from the
     Company's quarterly reports and current reports and any amendments thereto.

(b)      Exhibit 1  - Share Exchange Agreement
(c)      Exhibit 2 - Assignment from Travellers International Inc.


                                       15
                                     <PAGE>

                            NEW CINEMA PARTNERS INC.

                          DEVELOPMENT STAGE ENTERPRISE

                              FINANCIAL STATEMENTS

                     YEARS ENDED FEBRUARY 28, 2002 AND 2001

                  TOGETHER WITH REPORT OF INDEPENDENT AUDITORS

                                    CONTENTS

Report of Independent Auditors                                     17

Balance Sheet                                                      18

Statement of Deficit Accumulated During Development Stage          19

Statement of Earnings                                              20

Statement of Cash Flows                                            21

Notes to Financial Statements                                   22 - 26


                                       16
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
New Cinema Partners Inc.
Development Stage Enterprise

         We have audited the  accompanying  balance sheet of New Cinema Partners
Inc., Development Stage Enterprise as at February 28, 2002 and the statements of
deficit  accumulated during  development stage,  earnings and cash flows for the
year then ended.  The February  28, 2001  financial  statements  were audited by
another  firm of  certified  public  accountants  (see  note 3).  The  financial
statements   are  the   responsibility   of  the   company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  an audit to obtain  reasonable  assurance  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.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

         In our opinion,  the financial  statements  referred to above,  present
fairly, in all material  respects,  the financial  position of the company as at
February 28, 2002,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  explained in Note 1 to the
financial  statements,  the  Company's  ability  to  realize  its  assets and to
discharge  its  liabilities  in the normal  course of business  depends upon the
Company's ability to obtain additional funding.  This concern arises because the
Company has incurred  negative cash flows from its  operations  and losses since
its inception.  These financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.

  Toronto, Canada
  CHARTERED ACCOUNTANTS
  /s/ Solursh Feldman and Partners LLC.
  -------------------------------------
      Solursh Feldman and Partners LLC.
      June 10, 2002

                                       17
<PAGE>

NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
Balance Sheet
February 28, 2002

                                                                       (Note 3)
                                                       2002             2001
                                                     -----------    -----------

                   ASSETS
                   ------

Current

    Cash and cash equivalents                        $      --      $     1,999

    Miscellaneous receivable                                --           21,341
                                                     -----------    -----------

                                                            --           23,340

Debt Issuance Cost, net of accumulated

      amortizaton of $252,600 in 2001 (note 4)              --          505,400

Intangible Assets (note 5)                             1,000,000      1,000,000
                                                     -----------    -----------

                                                     $ 1,000,000    $ 1,528,740

                   LIABILITIES
                   -----------

Current

    Bank indebtedness                                $       372    $      --

    Accounts payable and accrued charges                 144,746        488,476
    Convertible loan (note 6)                               --           95,000
    Advances from director (note 7)                       52,643            818
                                                     -----------    -----------

                                                         197,761        584,294

 Loan Payable (note 8)                                   150,000        150,000
                                                     -----------    -----------

                                                         347,761        734,294
                                                     -----------    -----------

                   SHAREHOLDERS' DEFICIENCY
                   ------------------------

Capital Stock (note 9)                                    31,175         24,191

Paid in Capital                                        3,755,535      3,212,619

Deficit Accumulated During Development Stage          (3,134,471)    (2,449,411)

Cumulative Foreign Currency Translation                     --            7,047
                                                     -----------    -----------

                                                         652,239        794,446
                                                     -----------    -----------

                                                     $ 1,000,000    $ 1,528,740
                                                     ===========    ===========


APPROVED ON BEHALF OF THE BOARD
-------------------------------             -------------------------------
     Director                                              Director



                                       18
<PAGE>



NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
Statement of Deficit Accumulated During Development Stage
Year Ended February 28, 2002

                                                               (Note 3)
                                                 2002            2001
                                               -----------    -----------
Deficit Accumulated During Development Stage

    - beginning of year                        $(2,449,411)   $(1,525,634)

    Net loss                                      (685,060)      (923,777)
                                               -----------    -----------

Deficit Accumulated During Development Stage

     - end of year                             $(3,134,471)   $(2,449,411)
                                               ===========    ===========


                                       19
<PAGE>

<TABLE>
<CAPTION>

NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
Statement of Earnings
Year Ended February 28, 2002

                                                                           (Note 3)
                                                           2002              2001
                                                         ----------      ----------
Revenue

<S>                                                    <C>           <C>
                                                       $       --    $         --
                                                         ----------      ----------

Expenses

    Selling, general and administrative                     169,457         758,270
    Interest and bank charges                                10,203          13,907
    Amortization of debt issuance costs                        --           151,600


                                                            179,660         923,777


Loss Before the Undernoted                                 (179,660)       (923,777)
                                                         ----------      ----------
    Debt issuance costs written off (note 4)               (505,400)           --
                                                         ----------      ----------


Net Loss                                               $   (685,060)   $   (923,777)
                                                         ==========      ==========

Basic and diluted net loss per share                   $      (0.02)   $      (0.05)
                                                         ----------      ----------

Weighted average number of common shares outstanding     28,930,260      20,151,557
                                                         ----------      ----------
</TABLE>

                                       20
<PAGE>




NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
Statement of Cash Flows
Year Ended February 28, 2002

                                                                     (Note 3)
                                                         2002          2001
                                                       ---------    ---------
Cash Flows from Operating Activities

    Net loss                                           $(685,060)   $(923,777)

    Adjustments for non-cash working capital:

      Debt issuance costs written off                    505,400      151,600
      Effect of foreign currency translation              (7,047)        --

      Stock based compensation                              --        339,375
                                                       ---------    ---------

                                                        (186,707)    (432,802)
    Changes in non cash working capital
      Accounts payable and accrued charges              (343,730)     373,476
      Miscellaneous receivable                            21,341      (21,341)
                                                       ---------    ---------

                                                        (509,096)     (80,667)
                                                       ---------    ---------

Cash Flows from Financing Activities

    Issuance of shares                                   549,900         --

    Convertible loan redeemed                            (95,000)        --

    Advances from director                                51,825       81,824
                                                       ---------    ---------

                                                         506,725       81,824
                                                       ---------    ---------

Net (Decrease) Increase in Cash                           (2,371)       1,900

Cash - beginning of  year                                  1,999           99
                                                       ---------    ---------

Cash - end of year                                     $    (372)   $   1,999
                                                       =========    =========

                                       21
<PAGE>
NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
NOTES

1.    Going Concern Assumption

      For the year ended  February 28, 2002,  the Company had a net cash outflow
      of $509,096 from operations (year ending February 28, 2001 - $80,667).  To
      date, the Company has successfully  raised funds through private offerings
      and private financing to satisfy its working capital shortfall.

      The  Company  requires   additional   funding  to  cover  working  capital
      requirements and debt repayments.  The Company  continues to raise capital
      through private share placings.

      There is uncertainty  associated  with the ability of the Company to raise
      funds as  described  above as the company is  currently  in the process of
      changing its business focus. Accordingly,  these financial statements have
      been prepared using generally accepted accounting principles applicable to
      a going concern.  If the going concern  assumption  were not  appropriate,
      adjustments  would be  necessary  to the  carrying  values of  assets  and
      liabilities, the expenses, and the balance sheet classifications used, and
      such adjustments could be material.

2.    Summary of Significant Accounting Policies

       General

       The  Company,  incorporated  in  Nevada,  has  been a  development  stage
       enterprise  from  its  inception  February  18,  1999.  Accordingly,  the
       financial  statements of the Company are prepared in conformity  with the
       reporting  standards  set by SFAS  No. 7  "Accounting  and  Reporting  by
       Development Stage Enterprises."

       Nature of operations

       The company is  currently  focusing on a new  business  direction  in the
       software development industry and will continue to negotiate the possible
       acquisition of a software development based operation (see note 11).

       Use of Estimates

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

       Cash and Cash Equivalents

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

                                       22
<PAGE>
NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
NOTES  (CONTINUED)

2.    Summary of Significant Accounting Policies - cont'd

       Fair value of Financial Instruments

       The carrying value of cash and cash  equivalents,  receivables,  accounts
       payable,  loan payable and advances from  shareholders  approximates fair
       value due to the relatively short maturity of these instruments.

       Income Taxes

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

       At  February  28,  2002,  the  Company  had net  carryforward  losses  of
       approximately $1,706,000. Because of the current uncertainty of realizing
       the benefits of the tax carryforward,  a valuation allowance equal to the
       tax  benefits  for  deferred  taxes  have  been  established.   The  full
       realization of the tax benefit  associated with the carryforward  depends
       predominately  upon the  Company's  ability to  generate  taxable  income
       during the carryforward period.

       Earnings Per Share

       Basic and diluted  earnings per share are  computed  pursuant to SFAS No.
       128.  Basic  earnings  per share are computed by dividing net earnings by
       the weighted  average  shares  outstanding  during the reporting  period.
       Diluted  earnings  per share are computed  similar to basic  earnings per
       share except that the weighed average shares outstanding are increased to
       include additional shares from the assumed exercise of stock options,  if
       dilutive.

       Stock-Based Compensation

       The Company has adopted the  intrinsic  value  method of  accounting  for
       stock-based  compensation in accordance with Accounting  Principles Board
       Opinion  ("APB") No. 25,  "Accounting  for Stock Issued to Employees" and
       related  interpretations.  The Company  applies all of the  provisions of
       SFAS No. 123 to equity instruments issued to other than employees.

3.    Comparative Information

      The prior year  financial  statements  were  audited  by  another  firm of
      certified public accountants.

      Certain   figures  for  the  year  ended   February  28,  2002  have  been
      reclassified  to  conform  with the  current  year's  financial  statement
      presentation.

                                       23
<PAGE>
NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
NOTES  (CONTINUED)

4.    Debt Issuance Costs

      The debt issuance  costs,  relating to the options granted as described in
      note 8, were  expensed to earnings in the current year as the options have
      expired.

5.    Intangible Assets

      The  intangible  assets relate to storylines  and scripts  purchased  from
      Stone Canyon Pictures. The intangible assets were acquired on May 22, 2000
      in return for  10,000,000  common shares of the company.  In  management's
      opinion,  the intangible assets have a market value in excess of cost. The
      company is  currently  seeking a purchaser of the assets as it has changed
      its business focus.

6.    Convertible Loan

      On June  12,  2001 the loan  plus  accrued  interest  was  converted  into
1,384,285 common shares as described in note 9.

7.    Advances From Director

       The Company has received  advances  totaling  $52,643 from a director for
       working capital purposes. These advances are non-interest bearing with no
       specified terms of repayment.

8.    Loan Payable

       The Company  received a loan from the Pueblo Trust, a related  party,  in
       the amount of $150,000.  The loan bears  interest at 6.5% per year and is
       due on July 9, 2004.  The Pueblo  Trust is the  majority  shareholder  of
       Ultimate  Entertainment,  Ltd.,  which  holds  a  stock  interest  in the
       company.

       In connection  with obtaining this loan, the Company granted an option to
       purchase  250,000 shares of common stock.  The option was  exercisable at
       $2.50  per  share  for  the  nine  months  after  the  Company   filed  a
       registration statement, which was declared effective on November 1, 2000.
       The option therefore expired on August 1, 2001. This option was valued at
       $758,000  using the Black Scholes option pricing model with the following
       assumptions:  Interest rate, 4%; Volatility rate, 200%;  Expected life, 1
       year;  Dividend  yield,  $0. The option was amortized  over the five year
       life of the note  commencing July 9, 1999.  However,  as the options have
       expired,  the capitalized debt issuance costs,  associated with the value
       of the  options,  has been  expensed to earnings in the current year (see
       note 4).

                                       24
<PAGE>
NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
NOTES  (CONTINUED)

9.    Capital Stock

a)          Authorized
      100,000,000 common shares of $0.001 par value

b)       Changes in issued and outstanding common shares were as follows:
<TABLE>
<CAPTION>

                                                                    Number of              Share           Paid in
                                                                 common shares           capital            capital

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

<S>                                                                <C>          <C>                <C>
            Outstanding at March 1, 2001                           24,190,736   $         24,191   $     3,212,619

            Shares issued for expenses incurred
               during the year                                        500,000                500            44,500

            Shares issued in settlement
               of convertible note payable                          1,384,285              1,384            95,516

            Shares issued in settlement
                 of accounts payable                                5,100,000              5,100           402,900
-------------------------------------------------------------------------------------------------------------------

            Outstanding at February 28, 2002                       31,175,021   $         31,175   $     3,755,535
-------------------------------------------------------------------------------------------------------------------
</TABLE>


            The company issued 500,000 shares of common stock, valued at $45,000
for legal services.

            The  company  issued  1,384,285  shares of common  stock,  valued at
$96,900 in settlement of convertible note payable.

            The  company  issued  5,100,000  shares of common  stock,  valued at
$408,000 in settlement of accounts payable.

      c)     The  company  issued  300,000  shares  to Movie  Partners  Inc.  on
             November 9, 2000.  These  shares were  cancelled by the company but
             have not been  cancelled in the registry as the  certificates  have
             not been returned to the share transfer agent to date.

                                       25
<PAGE>
NEW CINEMA PARTNERS INC.
DEVELOPMENT STAGE ENTERPRISE
NOTES  (CONTINUED)

10.   Commitments and Contingencies

       The Company leases its premises on a month-to-month  basis.  Rent expense
       included in the  statement of earnings  for the years ended  February 28,
       2002 and February 28, 2001 is $24,000 and $27,198, respectively.

11.   Subsequent Event

      The  company is  progressing  in its efforts to acquire  Witnet Co.,  Ltd.
      ("Witnet").  Witnet is a South  Korean  Software  Development  and  System
      Integration  Company.  The company  has  entered in to a formal  agreement
      which calls for the issuance of  55,000,000  restricted  common  shares of
      NCPP to be issued under rule 144 as  promulgated  under the US  Securities
      Act of 1933, in exchange for 100% of Witnet.

      Witnet  has  three  major  business  areas  of  mobile  internet  services
      development  technologies.  One of the main products of the company is its
      proprietary   Mobiliclick   system   which   allows   the   control   over
      internet-connected  PC's  through  Personal  Digital  Assistants  that are
      connected to the wireless internet.

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<PAGE>
                                   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 hereunto duly authorized.

                            NEW CINEMA PARTNERS, INC.
                                  (Registrant)


Date: June 12, 2002                      /s/ Martin Lapedus
                                        -------------------
                                             Martin Lapedus


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