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, 2001

                         Commission File Number 0-31315
                               NEW CINEMA PARTNERS
                         ------------------------------
             (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  M5H2T7
          ------------------------------------------------------------
               (Address of Principal Executive offices)     (Zip Code)


Company's telephone number, with area code:  (416) 367 - 8299

         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. $-

Aggregate market value of the voting stock held by non-affiliates of Company:
  $603,440 as of February 28, 2001

Number of shares outstanding as of February 28, 2001:  24,190,736.

Documents  incorporated by reference:  The Company's  Registration  Statement on
Form 10-SB  submitted on August 11, 2000,  and the  amendment  thereto  filed on
October 13, 2000, and all exhibits thereto;  the Company's  Quarterly Reports on
Form 10QSB  submitted  on  November  22,  2000 and  January  19,  2001;  and the
Company's current reports on Form 8-k dated March 12, 2001 and April 24, 2001.


<PAGE>
Part I.
Item 1   DESCRIPTION OF BUSINESS


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. 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.

     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
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."



<PAGE>
MATERIAL  CHANGES  IN  CONTROL  SINCE  INCEPTION  AND  RELATED  BUSINESS HISTORY

     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 became
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"). The New Control Block shares as described herein are held by:

     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  offerings 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 24,140,736,  or 41.6%, of the Company's  common shares.

     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 with Imperial  Logistics of Quebec,
Canada,  however no final  agreement  regarding the acquisition has been entered
into as of the date of this Form 10-KSB.

<PAGE>

(b)  Narrative 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 Imperial Logistics of Quebec,  Canada  ('Imperial').  The Company
has been negotiating with Imperial and draft agreements have gone back and forth
between the Company and Imperial. One of these draft agreements, a copy of which
is hereto attached as Exhibit 28.1 had been erroneously executed by the parties,
and was  subsequently  revoked by the  parties  in a letter,  a copy of which is
hereto  attached as Exhibit 28.2 . However,  the Company's  management  believes
that it will be able to consummate an agreement with Imperial,  or another as of
yet unidentified on substantially similar terms in the coming weeks.



     Plan of Acquisition
     -------------------

     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.

     Management  expects to enter into further  negotiations with target company
management following successful  conclusion of financial and evaluation studies.
Negotiations  with target  company  management  will be expected to focus on the
percentage of the Company  which target  company  shareholders  would acquire in
exchange for their  shareholdings  in the target company.  Depending upon, among
other  things,  the target  company's  assets  and  liabilities,  the  Company's
shareholders will in all likelihood hold a lesser percentage  ownership interest
in the Company following any merger or acquisition. The percentage ownership may
be subject to significant  reduction in the event the Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then current shareholders.

<PAGE>


     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 would 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 not 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.

     Competition
     -----------

     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.



     Facilities
     ----------

     The Company  rents 2,500  square feet of space on a month to month basis at
375 Bay St. in Toronto,  Canada,  for $3,500 per month,  in which its  executive
offices are  located.  This space is rented to the Company by Olympia & York who
has no affiliation to the Company.


     Employees
     ----------

     New Cinema  currently  has 6 full-time  employees,  including 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.

     None of the Company's full-time employees are unionized.  However,  most of
the  companies  productions  will be  established  under  seperate  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 $3,500 per month,  in which its  executive
offices are  located.  This space is rented to the Company by Olympia & York who
has no affilliation to the Company.

Item 3.  LEGAL PROCEEDINGS

     The Company had previously occupied premises in a different  location.  The
Company  maintains that it did not sign, and did not enter into, a lease for the
previous  location.  The real estate property manager  maintains that there is a
five-year lease, and that legal action has commenced to recover outstanding rent
and damages. The Company has no knowledge of any legal action, believes there is
no merit to any  possible  action,  and has not  included  a  provision  for any
outstanding rent or damages in these financial statements.

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, 2001.

<PAGE>

Part II.
Item 5.  MARKET FOR Company'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 1,
2001  there were 296  shareholders  of Common  Stock.  The  Company  has paid no
dividends in the year ended February 28, 2001.

<TABLE>
<CAPTION>
                           High              Low
2001                      -----              ----
<S>                       <C>               <C>
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

</TABLE>


<PAGE>

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 prospectus contains forward looking statements
relating to our Company's future economic  performance,  plans and objectives of
management for future operations, projections of revenue mix and other financial
items  that are  based on the  beliefs  of, as well as  assumptions  made by and
information  currently  known to, our management.  The words "expects,  intends,
believes,   anticipates,   may,  could,  should"  and  similar  expressions  and
variations  thereof are  intended to identify  forward-looking  statements.  The
cautionary  statements  set forth in this section are intended to emphasize that
actual results may differ materially from those contained in any forward looking
statement.  Development  stage  activities.  The Company has been a  development
stage  enterprise  from its  inception  February  18, 1999 to February 28, 2001.
Since  July,  2000 the  Company  has been in the  process of  developing  a film
production and distribution  business by utilizing assets and talent it acquired
pursuant to an asset acquisition consummated on June 27, 2000. Prior to that the
Company had been involved in a venture to develop and market internet  software,
and a venture  to create own and manage a  proprietary  type of movie  theatres,
none of which had resulted in any revenues.  Since December, 1999 management has
devoted  the  majority  of its  efforts to  initiating  the process of finding a
suitable  business  for the  Company  to become  involved  with,  obtaining  the
intellectual  property assets, and reorganizing the Company thereforth 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  in the  amount of  $245,818 . In March 2001 the
Company  accepted the  resignation  of Damian Lee, the President of the Company.
Mr. Lee's  resignation  has presented a  predicament  to the Company in that the
exploitation  of the assets  acquired from Stone Canyon  Pictures was based upon
his  professional  leadership  as a movie  producer.  As a result  the  business
direction of the company is uncertain.

     The  Company  will  endeavor 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 currenty  focusing on a possible new  business  direction in
the shipping and logistics  industry and will continue to negotiate the possible
acquisition  of a Logistics  based  operation.  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 to utilize
the  Company's  marketing  plans.  Further  investments  into market  design and
implementation  and development,  marketing research as defined in the Company's
operating plan will significantly  reduce the cost of development,  preparation,
and  processing of purchases  and orders by enabling the Company to  effectively
compete in the market place.

     Results of Operations  for the year ended  February 28, 2001.  For the year
ended February 28, 2001, the Company  generated net sales of $-0-. The Company's
cost of goods sold for the year ended  February 29, 2000 was $-0-. The Company's
gross  profit  on sales  was $-0- for the year  ended  February  29,  2000.  The
Company's general and administrative costs aggregated approximately  $$2,176,404
for the year ended February 28, 2001. These expenses represent carry over losses
from the Company's  reorganization,  bank charges and the payment of fees to the
stock transfer agent and other expenses  necessary for the  continuation  of the
business. This increase represents essentially fees for the time spent doing the
marketing  research,  planning and  reorganization of the business for its entry
into the film and movie industry.  Liquidity and Capital Resources.  The Company
had a cash balance of $$1,999  atFebruary  28, 2001,  as compared to $99 for the
year ended February 29, 2000.  Working  capital at February 29, 2001 and Feruary
28,  2001  and  February  29,  2000 was  negative  at  $(560,954)and  $(128,895)
respectively.  For the year ended February 29, 2001 and  forworking  capital was
provided by management for the payment of expenses. At February 29, 2000 and May
31, 2000, the Company  continued to be funded through  shareholder loan balances
aggregating $163,491 and 163,994 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  admistrative  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 endeavor to initiate the
following  steps: 1. The Company will endeavor to complete an acquisition in the
Shipping and Logistics field. 2. The Company will endeavor to complete a private
placement to fund future  operations  should the Company complete an acquisition
in the Shipping and Logistics Field.

     The Company's  current expenses are manageable.  All six employees have not
taken a salary to date and will not draw a salary until such time as the Company
completes a  significant  financing.  Management  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.
<PAGE>

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

     The  Company  has had no  change  in its  accountants  for the  year  ended
February 28, 2001.


Part III.

ITEM 9.  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS  OF
         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 was elected or re-elected in July, 2000,
and 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.

<TABLE>
<CAPTION>
                          Age           Position
<S>                      <C>           <C>
Martin Lapedus            57            Chief Executive Officer,  Prsident,
                                        Chairman of the Board of Directors
Paul Walters              46            Director
Marvin Sazant             64            Director
John Cox                  68            Director
</TABLE>

     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.

     John Cox has been a Director  of the Company  since March 1, 2000.  Mr. Cox
was a principal  in Coventry  Lane Jaguar car  dealership  of Toronto,  Ontario,
Canada  from  1993 to 1999,  and was the  President  and a  principal  of Jaguar
Rolls-Royce on Bay car dealership of Toronto, Ontario, Canada from 1983 to 1992.

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION


     The following table sets forth the compensation paid during the fiscal year
ended February, 2001, 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  during fiscal
1998.



<TABLE>
<CAPTION>
                                         Annual  Compensation               Awards             Payouts
                                   ------------------------------  -------------------------  ---------
                                                           Other                                            All
                                                           Annual   Restricted    Securities               Other
                                                          compen-      Stock      Underlying     LTIP     Compen-
                                                           sation    Award(s)    Options/SAR   Payouts    sation
Name and Principal Position  Year  Salary ($)  Bonus ($)    ($)         ($)          (#) (1)     ($)        ($)
- ----------                   ----  ----------  ---------  -------  -----------  ------------  ---------  --------
<S>                          <C>   <C>         <C>        <C>       <C>          <C>           <C>       <C>
Damian Lee(2)
Former Chief Executive       2000      -0-         -0-         -0-      -0-        480,000       -0-         -0-
Officer, President           1999      -0-         -0-         -0-      -0-             -0-      -0-         -0-
Chairman of the              1998      -0-         -0-         -0-      -0-             -0-      -0-         -0-
Board of Directors           1997      -0-         -0-         -0-      -0-             -0-      -0-         -0-

Martin Lapedus
Chief Executive              2000      -0-         -0-         -0-      -0-        480,000       -0-         -0-
Officer, President           1999      -0-         -0-         -0-      -0-             -0-      -0-         -0-
Chairman of the              1998      -0-         -0-         -0-      -0-             -0-      -0-         -0-
Board of Directors           1997      -0-         -0-         -0-      -0-             -0-      -0-         -0-

Paul Walters                 2000      -0-         -0-         -0-      -0-        480,000       -0-         -0-
Director                     1999      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1998      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1997      -0-         -0-         -0-      -0-             -0-      -0-         -0-

Marvin Sazant                2000      -0-         -0-         -0-      -0-        480,000       -0-         -0-
Director                     1999      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1998      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1997      -0-         -0-         -0-      -0-             -0-      -0-         -0-

John Cox                     2000      -0-         -0-         -0-      -0-        480,000       -0-         -0-
Director                     1999      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1998      -0-         -0-         -0-      -0-             -0-      -0-         -0-
                             1997      -0-         -0-         -0-      -0-             -0-      -0-         -0-

</TABLE>
---------------------------------------------

1.   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  are  to  be  registered  on  Form  S-8  as  soon  as
     practicable, and will expire on August 1, 2001.

2.   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.



<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, 2001, 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.


<TABLE>
<CAPTION>
                                     Shares Beneficially Owned
                                     -------------------------
                                                   Percentage
Directors and Executive Officers      Shares Held   Owned (1)
- --------------------------------      -----------   ---------
<S>                                     <C>          <C>
Damian Lee  (2)                          975,000      4.04%
Former Chief Executive
Officer,
Chairman of the
Board of Directors
102 Bloor St. W
Toronto, ON M551M8
Canada

Briar Communications, Inc. (2)          950,000       3.95
2 Elm Avenue, #24
Toronto, ON  M4T 1T8

Pine Wood Studios, Inc.  (2)            950,000       3.95
120 Adelaide St. West
Suite 2401
Toronto, ON  M5H1T1

Mike Mastercolo (2)        `            975,000       4.04
357 Bay Street
Suite 404
Toronto, On M5H2T7

John D'Acunto   (2)                     500,000       2.04
357 Bay Street
Suite 404
Toronto, On M5H2T7


Joseph Balerino (2)                     500,000       2.04
357 Bay Street
Suite 404
Toronto, On M5H2T7

Avi Amar  (2)                           525,000       2.18
983 Apt. 3
Rehov Eilat, Ashdod
Israel

Pacifica Technologies, Ltd. (2)         750,000       3.10
4060 Burton Avenue
Richmond, BC
V7C4M1

Westcape Technologies, Ltd. (2)         700,000       2.90
260 QueensQuay West,
Suite 3108
Toronto, ONT  M5J 2N3

Jessica Mathison (2)                    625,000       2.60
1550 Johnston
White Rock, BC
VHB 328

Portico Industries, Ltd. (2)            650,000       2.70
4060 Burton Avenue
Richmond, BC  V7C4M1
                                        20
<PAGE>


Aviam Holdings, Ltd.(2)                 700,000       2.90
2269 Lakeshore Blvd
Suite 2806
Toronto, ON  M8V 3X6

543637 B.C. Ltd. (2)                    100,000       0.44
4060 Burton Avenue
Richmond, BC V7C 4M1

Margaret Hales  (2)                      50,000       0.22
4060 Burton Avenue
Richmond, BC V7C 4M1

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

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

Martin Lapedus
Chief Financial
Officer and a Director
179 Oakhurst Drive
Thornhill ON L4J8H6
Canada

Paul Walters
Director
1300 Islington Ave. #2402
Toronto, ON M9A5C4
Canada

Marvin Sazant
Director
5 Julian Rd.
Downview, ON M3M3C2
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)

<FN>
(1)  Percentage  of  ownership  is based on  24,140,736  shares of Common  Stock
     issued and outstanding as of August 1, 2000.

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

(3)  If the prior  shareholders of Stone Canyan are not included unless they are
     directors or  management  of the Company,  then these  numbers go down to 5
     persons ( Damian Lee, Martin Lapedus, Paul Walters, Marvin Sazant, and John
     Cox)  holding  1,360,000  shares  representing  5.63% of the  total  shares
     outstanding.
</FN>
</TABLE>
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

     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.

     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  Form 10-SB  and  Amendments  thereto.

(b)  Exhibit 28.1  - Draft Agreement

(c)  Exhibit 28.2 - Letter



<PAGE>








                       THIS PAGE LEFT INTENTIONALLY BLANK

<PAGE>
                               NEW CINEMA PARTNERS
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000




<PAGE>



                               NEW CINEMA PARTNERS
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS








                                    CONTENTS



                                                  PAGE
INDEPENDENT AUDITORS' REPORT                        1

CONSOLIDATED BALANCE SHEETS                         2

CONSOLIDATED STATEMENTS OF OPERATIONS               3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS       4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY     5

CONSOLIDATED STATEMENTS OF CASH FLOWS               6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          7 - 15





<PAGE>










                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF NEW CINEMA PARTNERS:

We have  audited  the  accompanying  consolidated  balance  sheets of New Cinema
Partners (A Development  Stage Company) as of February 28, 2001 and February 29,
2000, and the related consolidated statements of operations, comprehensive loss,
stockholders'  equity and cash flows for the year ended  February 28, 2001,  for
the period from February 18, 1999  (inception) to February 29, 2000, and for the
period from February 18, 1999  (inception) to February 28, 2001. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of New
Cinema  Partners  as of  February  28,  2001  and  February  29,  2000,  and the
consolidated  results  of its  operations  and its cash flows for the year ended
February 28, 2001, for the period from February 18, 1999 (inception) to February
29, 2000, and for the period from February 18, 1999  (inception) to February 28,
2001 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  discussed  in  Note 1 to the
accompanying  financial  statements,  the Company has no  established  source of
revenue, which raises substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to this matter are also discussed in Note
1. These financial  statements do not include any adjustments  that might result
from the outcome of this uncertainty.


                                       MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                       Certified Public Accountants

New York, New York
June 5, 2001


<PAGE>

<TABLE>
<CAPTION>

                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS





                                                                         February 28,                             February 29,
                                                                             2001                                     2000
                                                                --------------------------------        ----------------------
     ASSETS
CURRENT ASSETS
<S>                                                             <C>                                     <C>
  Cash and cash equivalents                                     $             1,999                     $                99
  Miscellaneous receivable                                                   21,341                                       -
                                                                --------------------------------        ----------------------
     Total current assets                                                    23,340                                      99

OTHER ASSETS
  Intangible assets                                                       1,000,000                                       -
  Debt issuance costs, net of accumulated amortization
   of $252,600 and $101,000                                                 505,400                                 657,000
                                                                --------------------------------        ----------------------

     Total assets                                               $         1,528,740                     $           657,099
                                                                ================================        ======================

     LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
     Accounts payable                                           $           272,941                     $            69,500
     Accounts payable, related parties                                      195,000                                  39,000
     Accrued interest                                                        20,535                                   6,500
     Convertible note payable                                                95,000                                       -
     Shareholder advance                                                        818                                  13,994
                                                                --------------------------------        ----------------------
        Total current liabilities                                           584,294                                 128,994
     Loan payable - related party                                           150,000                                 150,000
                                                                --------------------------------        ----------------------
        Total liabilities                                                   734,294                                 278,994
                                                                --------------------------------        ----------------------

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value;
    100,000,000 shares authorized,
    24,190,736 and 11,040,736 shares issued and outstanding                  24,191                                11,041
  Additional paid-in-capital                                              3,212,619                             1,886,394
  Deficit accumulated during
    the development stage                                                (2,449,411)                           (1,525,634)
  Cumulative foreign currency translation adjustment                          7,047                                 6,304
                                                                --------------------------------        ----------------------

     Total stockholders' equity                                             794,446                               378,105
                                                                --------------------------------        ----------------------

     Total liabilities and stockholders' equity                 $         1,528,740                     $         657,099
                                                                ================================        ======================

</TABLE>


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

                                      - 2 -


<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                    February 18,       February 18,
                                                                                        1999               1999
                                                               Year Ended          (inception) to     (inception) to
                                                              February 28,        February 29, 2000  February 28, 2001
                                                                  2001
                                                          ------------------- ---------------------- --------------------

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

Selling, general and administrative expenses                      758,270              1,418,134          2,176,404
Amortization of debt issuance costs                               151,600                101,000            252,600
Interest expense                                                   13,907                  6,500             20,407
                                                          ------------------- ---------------------- -------------------------

Loss from operations before provision for income taxes           (923,777)            (1,525,634)        (2,449,411)

Provision for income taxes                                              -                      -                  -
                                                          ------------------- ---------------------- -------------------------

Net loss                                                  $      (923,777)     $      (1,525,634)      $ (2,449,411)
                                                          =================== ====================== =========================

Net loss per share - basic and diluted                    $            (0.05)  $              (0.21)   $         (0.18)
                                                          =================== ====================== =========================

Weighted average number of common shares
 outstanding                                                   20,151,557               7,233,483        13,683,684
                                                          =================== ====================== =========================


</TABLE>

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

                                      - 3 -


<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


                                                Year Ended          February 18, 1999
                                                February 28,         (Inception) to
                                                     2001           February 29, 2000
                                               ------------------  -------------------

<S>                                           <C>   <C>                 <C>
Net loss                                      $ (   923,777)            $ (1,855,634)

Foreign currency translation adjustment                 743                    6,304
                                               ------------------  -------------------

Comprehensive loss                            $ (   923,034)            $ (1,849,330)
                                               ==================  ===================

</TABLE>


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

                                      - 4 -


<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                                       Deficit
                                                                                                  Accumulated
                                                                  Common Stock        Additional   During the  Foreign Currency
                                                                ------------------    Paid-in    Development  Translation
                                                            Shares          Amount    Capital         Stage    Adjustment    Total
                                                            ------------   ------- -----------  ------------      -------  ------
<S>                                                         <C>           <C>     <C>          <C>            <C>       <C>
  Balance, February 18, 1999 (Inception)                              -   $      - $         -  $          -   $     -   $        -
                                                                                 -                                   -

  Sale of common stock, February 18, 1999                     4,000,000      4,000     155,435             -         -      159,435

  Acquisition of public shell corporation, August 31, 1999       40,736         41             )           -         -            -
                                                                                             (
                                                                                            41

  Sale of common stock, September 15, 1999                    7,000,000      7,000     973,000             -         -      980,000

  Issuance of options in connection with debt                         -          -     758,000             -         -      758,000

  Net loss                                                            -          -           -   ( 1,525,634  )      -    1,525,634)

  Foreign currency translation adjustment                             -          -           -             -     6,304        6,304
                                                            ------------  -------- ------------ -------------  --------  -----------

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

  Issuance of shares in connection with asset acquisition,
    May 22, 2000                                              3,000,000      3,000     327,000             -         -      330,000

  Issuance of shares for intangible assets, June 27, 2000    10,000,000     10,000     990,000             -         -    1,000,000

  Issuance of shares for services, January 17, 2001             150,000        150       9,225             -         -        9,375

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

  Foreign currency translation adjustment                             -          -           -             -       743          743
                                                            ------------  -------- ------------ -------------  --------  -----------

  Balance, February 28, 2001                                 24,190,736   $ 24,191 $ 3,212,619  $( 2,449,411  )$ 7,047   $  794,446
                                                            ============  ======== ============ =============  ========  ===========
</TABLE>


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

                                      - 5 -

<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                              February 18, 1999       February 18, 1999
                                                         Year Ended        (Inception) to February       (Inception)
                                                        February 28,              29, 2000          to February 28, 2001
                                                            2001
                                                      ----------------------  ------------------  -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>  <C>          <C>                 <C>
     Net loss                                                  $(   923,777 )    $  (1,525,634)      $  (2,449,411 )
     Stock-based compensation                                       339,375                                339,375
                                                                                              -
     Amortization of debt issuance costs                            151,600             101,000            252,600
     Increase in receivable                                    (     21,341 )                 -            (21,341 )
     Increase in accounts payable                                   359,441             108,500            467,941
     Increase in accrued interest                                    14,035               6,500             20,535
                                                      ----------------------  ------------------  -----------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
                                                               (     80,667 )       (1,309,634)        (1,390,301)
                                                      ----------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES -
     Sale of common stock                                                 -           1,139,435          1,139,435
     Proceeds of loan payable                                             -             150,000            150,000
     Shareholder advances                                            81,824              13,994             95,818
                                                      ----------------------  ------------------  -----------------

NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                                      1,303,429
                                                                     81,824                              1,385,253
                                                      ----------------------  ------------------  -----------------

Effect of currency translation on cash                                  743               6,304              7,047
                                                      ----------------------  ------------------  -----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS
                                                                      1,900                  99              1,999

CASH AND CASH EQUIVALENTS -
  beginning of period                                                    99                   -                  -
                                                      ----------------------  ------------------  -----------------

CASH AND CASH EQUIVALENTS - end of period                        $    1,999          $       99        $     1,999
                                                      ======================  ==================  =================

SUPPLEMENTAL INFORMATION:
    During the period  February 18, 1999 to February 28, 2001,  the Company
paid no cash for interest or income taxes.

</TABLE>


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

                                      - 6 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

   NOTE 1 -         DESCRIPTION OF BUSINESS AND SUMMARY OF
                    SIGNIFICANT ACCOUNTING POLICIES

                    Basis of Presentation
                    The accompanying  financial  statements include the accounts
                    of New  Cinema  Partners  ("Nevada"),  a Nevada  corporation
                    formed on  February 2, 1998 as Valence 9  Development,  Inc.
                    and its wholly owned  subsidiary New Cinema  Partners,  Inc.
                    ("Ontario"),  a Canadian  corporation formed on February 18,
                    1999. Nevada and Ontario are collectively referred to as the
                    "Company".   All  significant   inter-company  accounts  and
                    transactions have been eliminated in consolidation.

                    The Company  conducts its operations from offices located in
                    Toronto, Ontario, Canada.

                    Effective August 31, 1999, Nevada acquired all of the issued
                    and outstanding common stock of Ontario. As a result of this
                    transaction,  Ontario's former shareholder  obtained control
                    of  Nevada,  a shell  corporation  with no  operations.  For
                    accounting purposes,  this acquisition has been treated as a
                    recapitalization of Ontario.

                    The financial statements presented include only the accounts
                    of Ontario from its  inception  (February  18, 1999) through
                    February 28, 2001 and of Nevada from August 31, 1999 through
                    February 28, 2001.

                    The accompanying  financial statements have been prepared in
                    conformity with generally  accepted  accounting  principles,
                    which  contemplate  continuation  of the  Company as a going
                    concern.  However,  the Company has no established source of
                    revenue.  This  factor  raises  substantial  doubt about the
                    Company's  ability to continue as a going  concern.  Without
                    realization of additional  capital, it would be unlikely for
                    the Company to continue as a going  concern.  The  financial
                    statements  do not include any  adjustments  relating to the
                    recoverability  and classification of recorded asset amounts
                    and  classification  of liabilities  that might be necessary
                    should the Company be unable to continue in existence.

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

                    The  Company  will also  pursue  merger  opportunities  with
                    operating companies.

                    Nature of Operations
                    The Company is currently a  development-stage  company under
                    the provisions of the Financial  Accounting  Standards Board
                    ("FASB")   Statement  of  Financial   Accounting   Standards
                    ("SFAS") NO. 7.



                                      - 7 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



   NOTE 1 -         DESCRIPTION OF BUSINESS AND SUMMARY OF
                    SIGNIFICANT ACCOUNTING POLICIES (Continued)

                    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.

                    Concentration of Credit Risk
                    The  Company  places  its  cash in what  it  believes  to be
                    credit-worthy financial institutions. However, cash balances
                    may exceed FDIC insured  levels at various  times during the
                    year.

                    Fair Value of Financial Instruments
                    The   carrying   value  of  cash   and   cash   equivalents,
                    receivables, accounts payable, loan payable and advance from
                    shareholder  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 bases of assets and liabilities
                    and their financial reporting amounts at each year-end.

                    Translation of Foreign Currency
                    The  Company   translates  the  foreign  currency  financial
                    statements of its Canadian subsidiary in accordance with the
                    requirements of SFAS No. 52, "Foreign Currency Translation".
                    Assets and  liabilities  are translated at current  exchange
                    rates,  and related  revenue and expenses are  translated at
                    average   exchange   rates  in  effect  during  the  period.
                    Resulting translation adjustments are recorded as a separate
                    component  in   stockholders'   equity.   Foreign   currency
                    transaction  gains and losses are included in the  statement
                    of operations.






                                      - 8 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

   NOTE 1 -         DESCRIPTION OF BUSINESS AND SUMMARY OF
                    SIGNIFICANT ACCOUNTING POLICIES (Continued)

                    Earnings Per Share
                    The Company calculates earnings per share in accordance with
                    SFAS  No.  128,   "Earnings  Per  Share",   which   requires
                    presentation  of  basic  earnings  per  share  ("BEPS")  and
                    diluted earnings per share ("DEPS"). The computation of BEPS
                    is  computed  by  dividing   income   available   to  common
                    stockholders  by the weighted  average number of outstanding
                    common  shares  during the period.  DEPS gives effect to all
                    dilutive  potential  common  shares  outstanding  during the
                    period.  The computation of DEPS does not assume conversion,
                    exercise or  contingent  exercise of  securities  that would
                    have an antidilutive effect on earnings.  As of February 28,
                    2001,  the  Company  has  2,170,000   potentially   dilutive
                    securities outstanding.

                    Comprehensive Income
                    SFAS No. 130, "Reporting Comprehensive Income",  establishes
                    standards  for the  reporting  and display of  comprehensive
                    income and its components in the financial  statements.  The
                    items  of other  comprehensive  income  that  are  typically
                    required to be displayed are foreign currency items, minimum
                    pension  liability  adjustments,  and  unrealized  gains and
                    losses on certain investments in debt and equity securities.

                    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 has adopted only the disclosure
                    provisions of SFAS No. 123, "Stock Based Compensation",  for
                    equity instruments issued to employees.  The Company applies
                    all of the provisions of SFAS No. 123 to equity  instruments
                    issued to other than employees.

                    Intangible Assets
                    The  Company's   intangible   assets  include   intellectual
                    properties consisting of film scripts and storylines.

                    The intangible  assets have not yet been placed into service
                    and are not being amortized at this time.

                    Should  events  or  circumstances  occur  subsequent  to the
                    acquisition  of  intangibles  which bring into  question the
                    realizable  value or  impairment  of the related  intangible
                    asset,  the Company will evaluate the remaining  useful life
                    and balance of the intangible asset and make adjustments, if
                    required.   The   Company's   principal   consideration   in
                    determining an impairment  includes the strategic benefit to
                    the  Company  of  the   particular   asset  as  measured  by
                    undiscounted current and expected future operating income of
                    that  specified  group of assets and  expected  undiscounted
                    future cash flows.  Should an  impairment be  identified,  a
                    loss would be reported to the extent that the carrying value
                    of the related  intangible  asset  exceeds the fair value of
                    that intangible asset as determined by valuation  techniques
                    available under the circumstances.

                                      - 9 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



NOTE 2 -          CORPORATE REORGANIZATION AND MERGER

                    On August 31,  1999,  Nevada,  a public  shell,  and Ontario
                    executed an  Acquisition  Agreement (the  "Agreement")  that
                    provided  that  Nevada  would  acquire all of the issued and
                    outstanding common stock of Ontario.  In connection with the
                    transaction,   the  sole  shareholder  of  Ontario  received
                    4,000,000  shares of Nevada  common stock for its  4,000,000
                    shares of Ontario.

                    As a result of this  transaction  the former  shareholder of
                    Ontario acquired or exercised control over a majority of the
                    shares of  Nevada.  Accordingly,  the  transaction  has been
                    treated for  accounting  purposes as a  recapitalization  of
                    Ontario and, therefore, these financial statements represent
                    a continuation  of the  accounting  acquirer,  Ontario,  not
                    Nevada, the legal acquirer.

                    In accounting for this transaction:

               i)   Ontario is deemed to be the purchaser and surviving  company
                    for  accounting  purposes.  Accordingly,  its net assets are
                    included  in the  balance  sheet  at their  historical  book
                    values;

               ii)  Control  of the  net  assets  and  business  of  Nevada  was
                    acquired  effective August 31, 1999 (the "Effective  Date").
                    This transaction has been accounted for as a purchase of the
                    assets  and  liabilities  of  Nevada  by  Ontario.   At  the
                    effective date Nevada had no assets or liabilities.

               iii) The  consolidated  statements of  operations  and cash flows
                    include  Ontario's results of operations and cash flows from
                    February 18, 1999 (date of inception)  and Nevada's  results
                    of operations from the Effective Date.

NOTE 3 -          INCOME TAXES

                    The  components  of the  provision  for income  taxes are as
follows:

                                                              February 18,
                                    Year Ended                    1999 to
                                    February 28,              February 29,
                                         2001                       2000
                                     ------------               ------------
      Current Tax Expense
          U.S. Federal            $             -            $           -
          State and Local                       -                        -
                                 ----------------            --------------
      Total Current                             -                        -
                                 ----------------            --------------



                                     - 10 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



   NOTE 3 -      INCOME TAXES (Continued)

                                                                February 18,
                                              Year Ended            1999 to
                                              February 28,      February 29,
                                                   2001               2000
                                               ------------       ------------
    Deferred Tax Expense
        U.S. Federal                                      -                -
        State and Local                                   -                -
                                           ----------------    --------------
    Total Deferred                                        -                -
                                           ----------------    --------------

    Total Tax Provision (Benefit) from
     Continuing Operations                 $              -     $           -
                                           ================     =============

               The  reconciliation  of the  effective  income  tax  rate  to the
                    Federal statutory rate is as follows:

     Federal Income Tax Rate                     34.0%              34.0%
     Effect of Valuation Allowance           (   34.0)%         (   34.0)%
                                            ---------          ---------
     Effective Income Tax Rate                    0.0%               0.0%
                                          ===========        ===========

                    At February  28,  2001,  the  Company  had net  carryforward
                    losses of approximately  $1,526,000.  Because of the current
                    uncertainty   of   realizing   the   benefits   of  the  tax
                    carryforward,   a  valuation  allowance  equal  to  the  tax
                    benefits for deferred taxes has been  established.  The full
                    realization   of  the  tax  benefit   associated   with  the
                    carryforward   depends   predominantly  upon  the  Company's
                    ability to generate  taxable income during the  carryforward
                    period.

                    Deferred  tax assets  and  liabilities  reflect  the net tax
                    effect of temporary  differences between the carrying amount
                    of assets and liabilities for financial  reporting  purposes
                    and  amounts  used  for  income  tax  purposes.  Significant
                    components  of  the   Company's   deferred  tax  assets  and
                    liabilities as of February 29, 2001 are as follows:

                    Deferred Tax Assets
                     Loss Carryforwards                  $    519,000

                     Less:  Valuation Allowance           (   519,000)
                                                         ------------
                     Net Deferred Tax Assets       $                -
                                                   ==================

                    Net operating loss carryforwards expire in 2020.





                                     - 11 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


NOTE 4 -            COMMON STOCK

                    On September 15, 1999, the Company sold 7,000,000  shares of
                    common  stock,  pursuant to a private  placement,  for gross
                    proceeds of $980,000.

                    On May 22, 2000,  the Company  issued  3,000,000  shares for
                    services (see Note 7).

                    On June 27, 2000, the Company issued  10,000,000  shares for
                    intangible assets (see Note 7).

                    On January 17,  2001,  the Company  issued  150,000  shares,
                    valued at $9,375, for services.

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

NOTE 5 -            LOAN PAYABLE - RELATED PARTY

                    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 was a control stock shareholder.

                    In connection  with obtaining this loan, the Company granted
                    an option to purchase  250,000  shares of common  stock to a
                    third party.  The option is  exercisable  at $2.50 per share
                    for nine  months  after  the  Company  files a  registration
                    statement, which was declared effective on November 1, 2000.
                    The option therefore  expires on August 1, 2000. This option
                    has been valued at $758,000  using the Black  Sholes  option
                    pricing model with the following assumptions: Interest rate,
                    4%; Volatility rate, 200%;  Expected life, 1 year;  Dividend
                    yield,  $0. The value of the option is being  amortized over
                    the five year life of the note.

                    The Company had an urgent need for cash at the time the loan
                    was made,  to meet critical  cash  requirements.  Due to its
                    precarious  financial position,  the Company was required to
                    provide  favorable terms in the options issued in connection
                    with obtaining the financing.

NOTE 6 -            COMMITMENTS AND CONTINGENCIES

                    The Company leases its premises on a  month-to-month  basis.
                    Rent expense included in the statement of operations for the
                    periods  ended  February  28, 2001 and  February 29, 2000 is
                    $21,198 and $47,612, respectively.



                                     - 12 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



NOTE 7 -            ACQUISITION OF INTANGIBLE ASSETS

                    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 Company common stock,  valued at $0.10
                    per share. Additionally, the Company issued 3,000,000 shares
                    of  common  stock  as  payment  for  services   provided  in
                    connection  with the  acquisition.  These  shares  have been
                    valued at $0.11 per share, or $330,000. This amount has been
                    recorded as an expense in the financial statements.

NOTE 8 -            CONVERTIBLE NOTE PAYABLE

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

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

NOTE 9 -            SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITY:

                    During the period ended February 29, 2000:

               o    The Company  issued  options in connection  with obtaining a
                    loan. These options have been valued at $758,000.

                    During the period ended February 28, 2001:

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

               o    The Company issued 10,000,000 shares of common stock, valued
                    at $1,000,000, to acquire intangible assets.

               o    The Company issued 150,000 shares of common stock, valued at
                    $9,375, for legal services.




                                     - 13 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



NOTE 10 -   STOCK OPTION PLANS

                    On August 1, 2000,  the  Company  granted to four  directors
                    options to  purchase an  aggregate  of  1,920,000  shares of
                    common stock,  exercisable  at $0.50 per share.  The options
                    vested  immediately  and  expire in one year.  The  exercise
                    price  exceeded  the fair  value of the stock on the date of
                    grant and,  accordingly,  the Company has not  recorded  any
                    compensation expense related to these options.

                    There were no stock option  transactions  during the initial
                    period ended February 29, 2000.

                    A summary of stock option transactions is as follows:
                                                                 Year ended

                                                                February 28,
                                                                       2001

           Outstanding, beginning                                          -

           Granted at an exercise price of $0.50 per share         1,920,000
                                                                   ---------

           Outstanding, ending                                     1,920,000
                                                                   =========

           Exercisable, ending                                     1,920,000
                                                                   =========

                    The Company accounts for its stock option transactions under
                    the  provisions  of APB No.  25.  The  following  pro  forma
                    information  is based on estimating the fair value of grants
                    based upon the provisions of SFAS No. 123. The fair value of
                    each option  granted  during the periods  indicated has been
                    estimated  as of the date of grant  using the  Black-Scholes
                    option pricing model with the following assumptions:

                    Risk free interest rate                  4%
                    Life of the options                      1 year
                    Expected dividend yield                      0%
                    Expected volatility                        612%
                    Weighted fair value of options granted   $0.09

                    Accordingly,  the  Company's pro forma net loss and net loss
                    per share assuming  compensation  cost was determined  under
                    SFAS No. 123 would have been the following:

                    Net loss                                 $(1,096,577)
                    Net loss per basic share            $(          0.05)




                                     - 14 -



<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



NOTE 10 -   STOCK OPTION PLANS (Continued)

                  Weighted average option price per share
                    Granted                                 $           0.50
                    Exercised                                              -
                    Cancelled                                              -
                    Outstanding at end of period                        0.50
                    Exercisable at end of period                        0.50
                  Weighted average remaining life
                    of options outstanding                          6 months

NOTE 11 -  SUBSEQUENT EVENTS

                  Subsequent to February 28, 2001:

               o    The  holder  of the  convertible  note  described  in Note 8
                    converted   $95,000  of  principal  and  $1,900  of  accrued
                    interest into 1,384,285 shares of common stock.

               o    The Company  entered  into  agreements  to satisfy  accounts
                    payable of $215,000 and accounts  payable to related parties
                    of $193,000  through the  issuances  of a total of 5,100,000
                    shares of common stock.

               o    The  Company  issued  500,000  shares of  common  stock as a
                    guarantee against payment of legal fees to be provided.  The
                    shares may be sold to satisfy  any legal fees  whicha re not
                    timely paid.






                                     - 15 -




<PAGE>
Exhibit 28.1


                        SHARE EXCHANGE AGREEMENT (DRAFT)

         THIS  AGREEMENT  is made this  _________  2001 by and among New  Cinema
Partners, a Nevada corporation,  hereinafter called "NCPP",  Imperial Logistics,
Inc. a Quebec, corporation,  hereinafter called "ILI ", James Moore, and Francis
Gerlach the  registered  shareholders  of ILI,  hereinafter  called the "SELLING
SHAREHOLDERS".

RECITALS:

         WHEREAS  NCPP  desires  to acquire  100% of the issued and  outstanding
shares of the common  stock of ILI in exchange  for  25,000,000  authorized  but
unissued   shares  of  the  common  stock  of  NCPP,   pursuant  to  a  plan  of
reorganization  within  the  meaning of IRC  (1986),  Section  368(a)(1)(B),  as
amended; and

         WHEREAS the SELLING  SHAREHOLDER  desire to exchange 100% of the issued
and  outstanding  shares of the  common  stock of ILI ,  currently  owned by the
SELLING SHAREHOLDER, in exchange for said 25,000,000 shares of NCPP,

         NOW THEREFORE,  in consideration of the mutual promises,  covenants and
representations  contained  herein,  and to  consummate  the  foregoing  plan of
reorganization,  the parties hereby adopt said plan of organization and agree as
follows:

                                    ARTICLE I
                             EXCHANGE OF SECURITIES

         1.01  Issuance  of  NCPP  Shares.  Subject  to  all of  the  terms  and
conditions of this  Agreement,  NCPP agrees to issue to the SELLING  SHAREHOLDER
25,000,000  fully paid and  non-assessable  unregistered  shares of NCPP  common
stock in exchange for 100% of the outstanding ILI common stock, all of which are
currently owned by the SELLING SHAREHOLDER.

         1.02 Transfer of ILI Shares.  In exchange for NCPP's stock being issued
to the SELLING SHAREHOLDER as above described,  the SELLING SHAREHOLDER shall on
the closing  date and  concurrent  with such  issuance of NCPP's  common  stock,
deliver to NCPP 100% of the outstanding common stock of ILI .

                                   ARTICLE II
                  REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
                        THE SELLING SHAREHOLDERS AND ILI

         The SELLING  SHAREHOLDER  and ILI hereby  represent,  agree and warrant
that:

         2.01  Organization.  ILI  is  a  corporation  duly  organized,  validly
existing, and in good standing under the laws of Ontario (It says Quebec above),
Canada, has all necessary corporate powers to own its properties and to carry on
its business as now owned and  operated by it, is duly  qualified to do business
and is in good standing in any jurisdiction its business requires qualification.

         2.02  Capital.  The  authorized  capital  stock of ILI  consists  of an
unlimited  numberDoes  it say unlimited in the articles of  incorporation  or an
amendment to the articles?)of  common shares.  All of the issued and outstanding
shares are validly issued, fully paid and non-assessable. After the execution of
the  actions  contained  in  this  Agreement,  there  will be no  capital  stock
remaining, of any class, other than shares held by NCPP.

         2.03 Absence of  Undisclosed  Liabilities.  As of the date hereof,  ILI
does not have any material debt, liability or obligation of any nature,  whether
accrued, absolute, contingent or otherwise, and whether due or to become due.

         2.04  Investigation  of  Financial  Condition.  Without  in any  manner
reducing or otherwise  mitigating the  representations  contained  herein,  NCPP
and/or its attorneys  shall have the  opportunity to meet with  accountants  and
attorneys to discuss the financial  condition of ILI . ILI shall make  available
to NCPP and/or its attorneys  all books and records of ILI . If the  transaction
contemplated hereby is not completed,  all documents received by NCPP and/or its
attorneys  shall be returned  to ILI and all  information  so received  shall be
treated as confidential.

         2.05 Patents, Trade Names and Rights. ILI owns or holds or has adequate
license rights in respect of all necessary patents,  trademarks,  service marks,
trade names,  copyrights  and other rights  necessary to the conduct or proposed
conduct of its business.

         2.06  Compliance  with  Laws.  ILI has  complied  with,  and is not in
violation of, applicable  federal,  state  (Provincial?) or local statutes,
laws and  regulations  affecting  its  properties  or the  operation of its
business.

         2.07  Litigation.  ILI is not a  party  to,  nor  to  the  best  of its
knowledge is there  pending or  threatened,  any suit,  action,  arbitration  or
legal,   administrative  or  other  proceeding,  or  governmental  investigation
concerning its business,  assets or financial  condition.  ILI is not in default
with respect to any order,  writ,  injunction  or decree of any federal,  state,
local or foreign  court or agency,  nor is it engaged in any lawsuits to recover
monies due to it.

         2.08 Authority.  The Board of Directors of ILI authorized the execution
of this Agreement and the consummation of the transactions  contemplated  herein
and has full power and authority to execute, deliver and perform this Agreement.
This Agreement is a valid and binding obligation of ILI.

         2.09 Ability to Carry Out  Obligations.  The  execution and delivery of
this Agreement by ILI and the  performance of its  obligations  hereunder in the
time and manner  contemplated  will not cause,  constitute  or conflict  with or
result in (i) any breach of the provisions of any license, indenture,  mortgage,
charter, instrument,  certificate of incorporation,  bylaw or other agreement or
instrument  to which it is a party  or by  which it may be  bound,  nor will any
consents or  authorizations  of any party other than those  hereto be  required,
(ii) an event that would  permit any party to any  agreement  or  instrument  to
terminate  it or to  accelerate  the  maturity  of  any  indebtedness  or  other
obligation, or (iii) an event that would result in the creation or imposition of
any lien, charge or encumbrance on any asset.

         2.10 Full Disclosure.  None of the  representations and warranties made
by the  SELLING  SHAREHOLDER  or ILI herein or in any  exhibit,  certificate  or
memorandum  furnished or to be furnished by the SELLING  SHAREHOLDER or ILI , or
on either's  behalf,  contains or will contain any untrue  statement of material
fact, or omits any material fact, the omission of which would be misleading.

2.11     Assets.
ILI has good and  marketable  title to all of its property free and clear of any
and all liens, claims or encumbrances.

2.12     Indemnification.
         The  Selling  Shareholders  and ILI (each,  an  "Indemnifying  Person")
jointly and severally agree to indemnify, defend and hold harmless NCPP and each
Person,  if any, who  controls,  directly or  indirectly,  NCPP,  each  officer,
director,  affiliate,  partner,  employee  and agent of NCPP and each such other
Person (individually referred to as an "Indemnified  Person"),  from and against
any  and  all  loss,  claim,  damage,  liability,  cost  or  expense  whatsoever
(including,  but not limited to, any and all legal fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding)
arising  out  of or  based  upon  (i)  the  transactions  contemplated  by  this
Agreement,  including activities to be undertaken by NCPP in furtherance of such
transactions,  (ii) any  untrue  statement  or  alleged  untrue  statement  of a
material  fact  contained  in any  statement  or  document of the Company or any
omission or alleged  omission to state therein a material fact necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not  misleading,  or (iii) any  representation  or warranty of the Selling
shareholders and ILI made in this Agreement or any document delivered by them in
connection  herewith  being untrue when made or deemed made or any breach of any
obligation of the Selling  Shareholders and ILI under this Agreement.  Any loss,
claim,   damage,   liability,   cost  or  expense  found  in  a  final  judicial
determination  not subject to appeal to be due solely to the gross negligence or
willful  misfeasance  of an  Indemnified  Person  shall  be  excluded  from  the
indemnification  and contribution rights of such Indemnified Person set forth in
this Section 2.12. The Selling Shareholders and ILI further agrees promptly upon
demand by an  Indemnified  Person at any time or from time to time, to reimburse
such Indemnified Person for, or pay, any loss, claim, damage, liability, cost or
expense as to which the Selling  Shareholders  and ILI agreed to indemnify  such
Indemnified  Person  pursuant  to  this  Agreement.  Notwithstanding  any of the
indemnification  or contribution  provisions  contained in this Section 2.12 the
Indemnifying  Person shall not be required to make  reimbursement or payment for
any  settlement  effected  without  its  written  consent,  which  will  not  be
unreasonably  withheld,  but if the  settlement  is  made  without  its  written
consent,  which will not be unreasonably  withheld, or if the settlement is made
with its written consent, or if there be a final judgment against an Indemnified
Person in any such action or proceeding, the Selling Shareholders and ILI agrees
to indemnify and hold harmless such Indemnified Person from and against any loss
or liability by reason of such settlement or judgment.

 This  Section 2.12 is not in lieu of but is in addition to any rights which any
Indemnified  Person,  and any obligations which the parties or any other person,
may otherwise have. Any compliance by any party with this Section 2.12 shall not
relieve such party from any liability it may otherwise have.


         2.13  Authority  to  Exchange.  As of the date of this  Agreement,  the
SELLING  SHAREHOLDER  holds 100% of the shares of ILI common stock.  Such shares
are owned of record by the SELLING  SHAREHOLDER  and such shares are not subject
to any lien,  encumbrance or pledge. The SELLING  SHAREHOLDER holds authority to
exchange such shares pursuant to this  Agreement.  This Agreement is a valid and
binding  obligation the Selling  Shareholders to exchange their shares of ILI as
provided for in this Agreement.

         2.14  Investment  Intent.  The  SELLING  SHAREHOLDER   understands  and
acknowledges  that the shares of NCPP common stock  offered for exchange or sale
pursuant to this Agreement are being offered in reliance upon the exemption from
registration  requirements of the Securities Act of 1933, as amended (the "Act")
pursuant to Section  4(2) of the Act and the rules and  regulations  promulgated
thereunder  for  non-public  offerings and make the  following  representations,
agreements  and  warranties  with the intent that the same may be relied upon in
determining  the  suitability of the SELLING  SHAREHOLDER as a purchaser of NCPP
common stock:

         (a) The shares of NCPP common stock are being  acquired  solely for the
account of the SELLING SHAREHOLDER, for investment purposes only, and not with a
view to, or for sale in connection with, any distribution  thereof,  and with no
present intention of distributing or reselling any part of the NCPP common stock
acquired.

         (b) The  SELLING  SHAREHOLDER  agrees not to dispose of its NCPP common
stock or any  portion  thereof  unless  and until  counsel  for NCPP  shall have
determined that the intended disposition is permissible and does not violate the
Act or any  applicable  Federal  or state  securities  laws,  or the  rules  and
regulations thereunder.

         (c) The SELLING SHAREHOLDER agrees that the certificates evidencing the
NCPP common stock acquired  pursuant to this Agreement will have a legend placed
thereon  stating that they have not been  registered  under the Act or any state
securities  laws  and  setting  forth  or  referring  to  the   restrictions  on
transferability  and sale of the NCPP  common  stock,  and  that  stop  transfer
instructions shall be placed with the transfer agent for said certificate.

         (d) The SELLING SHAREHOLDER acknowledges that NCPP has made all records
and documentation pertaining to NCPP common stock available to them and to their
qualified  representatives,  if any,  and has offered  such person or persons an
opportunity  to ask questions and further  discuss the proposed  acquisition  of
NCPP common stock, and any available  information  pertaining thereto,  with the
officers and  directors of NCPP,  and that all such  questions  and  information
requested  have been  answered by NCPP and its  officers  and  directors  to the
SELLING SHAREHOLDER's satisfaction.

         (e) The SELLING  SHAREHOLDER  has  carefully  evaluated  its  financial
resources and investment position and the risks associated with this transaction
and  are  able to bear  the  economic  risks  of  this  transaction;  and it has
substantial  knowledge  and  experience in  financial,  business and  investment
matters  and  are  qualified  as  sophisticated  investors,  and is  capable  of
evaluating the merits and risks of this  transaction;  and it desires to acquire
the NCPP common stock on the terms and conditions set forth.

         (f) The SELLING  SHAREHOLDER  is able to bear the  economic  risk of an
investment in the NCPP common stock.

         (g) The SELLING SHAREHOLDER  understands that an investment in the NCPP
common stock is not liquid and the SELLING SHAREHOLDER has no need for liquidity
in this investment.

         2.15 Public "Shell"  Corporation.  ILI and the SELLING  SHAREHOLDER are
aware that NCPP has public  shareholders  and is a "shell"  corporation  without
significant assets or liabilities, and further that public companies are subject
to  extensive  and complex  state,  federal and other  regulations.  Among other
requirements,  the SELLING SHAREHOLDER and ILI are aware that a Form 8-K must be
filed with the United States  Securities and Exchange  Commission within fifteen
days after closing which filing  requires that audited  financial  statements be
filed  within  sixty days after the filing of the 8-K,  and they agree that such
responsibility shall be the sole responsibility of the officers and directors of
NCPP. The SELLING  SHAREHOLDER and ILI are aware of the legal  requirements  and
obligations of public  companies,  understand that regulatory  efforts regarding
public shell  transactions  similar to the transaction  contemplated  herein has
been and is currently  being  exerted by some states,  the U.S.  Securities  and
Exchange  Commission and the National  Association of Securities  Dealers,  Inc.
(NASD), and are fully aware of their  responsibilities,  following  closing,  to
fully comply will all securities laws and regulations, and agree to do so.

         2.16 No  Assurances  or  Warranties.  The SELLING  SHAREHOLDER  and ILI
acknowledge  that there can be no assurance  regarding the tax  consequences  of
this transaction,  nor can there be any assurance that the Internal Revenue Code
or the regulations  promulgated thereunder will not be amended in such manner as
to deprive them of any tax benefit that might otherwise be received. The SELLING
SHAREHOLDER  and ILI are relying upon the advice of their own tax advisors  with
respect to the tax aspects of this transaction. No representations or warranties
have  been  made  by  NCPP  as to the  benefits  to be  derived  by the  SELLING
SHAREHOLDER  or ILI in  completing  this  transaction,  nor has  NCPP  made  any
warranty  or  agreement,  expressed  or  implied,  as to the  tax or  securities
consequences  of the  transactions  contemplated by this Agreement or the tax or
securities  consequences  of any  action  pursuant  to or  growing  out of  this
Agreement.

                                   ARTICLE III
               REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF NCPP

         NCPP represents, agrees and warrants that:

         3.01  Organization.  NCPP  is a  corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of  Nevada,  has all  necessary
corporate powers to own properties and to carry on its business as now owned and
operated by it, is duly qualified to do business and is in good standing in each
of the jurisdictions where its business requires qualification.

         3.02 Capital.  All of the issued and outstanding shares of NCPP
are validly issued,  fully paid and  non-assessable.  All currently  outstanding
shares of NCPP  Common  Stock have been  issued in  compliance  with  applicable
federal and state securities laws.

         3.03  Subsidiaries.  NCPP has no subsidiaries and does not own any
interest  in  any  other  enterprise,  whether  or  not  such  enterprise  is  a
corporation.

         3.04  Financial  Statements.  Exhibit 3.04 to this  Agreement  includes
NCPP's  audited  financial  statements  for its most recent fiscal year end. The
financial  statements have been prepared in accordance  with generally  accepted
accounting principles and practices  consistently followed throughout the period
indicated and fairly  present the financial  position of NCPP as of the dates of
the balance  sheets  included  in the  financial  statements  and the results of
operations for the periods indicated.

         3.05 Absence of Changes. Since the date of NCPP's most recent financial
statements,  there  has not  been  any  change  in its  financial  condition  or
operations except for changes in the ordinary course of business.

         3.06 Absence of Undisclosed Liabilities.  As of the date of NCPP's most
recent  balance  sheet,  included in Exhibit  3.04, it did not have any material
debt,  liability  or  obligation  of  any  nature,  whether  accrued,  absolute,
contingent or otherwise, and whether due or to become due, that is not reflected
in such balance sheet.

         3.07 Tax Returns. Within the times and in the manner prescribed by law,
NCPP has filed all federal, state or local tax returns required by law, has paid
all taxes,  assessments  and  penalties  due and payable  and has made  adequate
provision on its most recent  balance sheet for any unpaid  taxes.  There are no
present disputes as to taxes of any nature payable by NCPP.

         3.08  Investigation  of  Financial  Condition.  Without  in any  manner
reducing or otherwise  mitigating the representations  contained herein, ILI and
the  SELLING  SHAREHOLDER  shall  have  the  opportunity  to  meet  with  NCPP's
accountants and attorneys to discuss the financial condition of NCPP. NCPP shall
make available to ILI and the SELLING SHAREHOLDER all books and records of NCPP.

         3.09  Patents, Trade Names and Rights.  NCPP does not use any patents,
trade marks, service marks, trade names or copyrights in its business.

         3.10  Compliance  with  Laws.  NCPP has  complied  with,  and is not in
violation of, applicable federal, state or local statutes,  laws and regulations
affecting its properties, securities or the operation of its business.

         3.11  Litigation.  NCPP  is not a  party  to,  nor to the  best  of its
knowledge is there  pending or  threatened,  any suit,  action,  arbitration  or
legal,  administrative  or  other  proceedings,  or  governmental  investigation
concerning its business,  assets or financial condition.  NCPP is not in default
with respect to any order,  writ,  injunction  or decree of any  federal,  state
local or foreign  court or agency,  nor is it engaged in, nor does it anticipate
it will be  necessary  to engage in, any  lawsuits  to recover  money or real or
personal property.

         3.12  Authority.  The Board of  Directors  of NCPP has  authorized  the
execution of this Agreement and the transactions contemplated herein, and it has
full power and authority to execute, deliver and perform this Agreement.

         3.13 Ability to Carry Out  Obligations.  The  execution and delivery of
this Agreement by NCPP and the performance of its obligations hereunder will not
cause,  constitute,  conflict with or result in (i) any breach of the provisions
of  any  license,  indenture,  mortgage,  charter,  instrument,  certificate  of
incorporation,  bylaw or other agreement or instrument to which it is a party or
by which it may be bound, nor will any consents or  authorizations  of any party
other that those hereto be  required,  (ii) an event that would permit any party
to any agreement or instrument to terminate it or to accelerate  the maturity of
any indebtedness or other  obligation,  or (iii) an event that would result in a
creation or imposition of any lien, charge or encumbrance on any asset.

         3.14 Full Disclosure.  None of the  representations and warranties made
by NCPP herein, or in any exhibit,  certificate or memorandum furnished or to be
furnished by it or on its behalf,  contains or will contain any untrue statement
of a material  fact,  or omits any material  fact the omission of which would be
misleading.

         3.15  Assets.  NCPP has good and marketable title to all of its
property free and clear of any and all liens, claims and encumbrances.

         3.16  Indemnification.  NCPP agrees to  indemnify,  defend and hold the
SELLING  SHAREHOLDER  and ILI  harmless  against  and in  respect to any and all
claims, demands,  losses, cost, expenses,  obligations,  liabilities or damages,
including  interest,  penalties  and  reasonable  attorneys'  fees,  incurred or
suffered, which arise out of, result from or relate to any breach of, or failure
by NCPP to perform, any of its representations,  warranties or covenants in this
Agreement  or in any exhibit or other  instrument  furnished  or to be furnished
under this Agreement.

         3.17  Validity of NCPP  Shares.  The shares of NCPP common  stock to be
issued pursuant to this Agreement will be duly authorized, validly issued, fully
paid and non-assessable under Nevada law.

         3,18  Trading.  The common stock of NCPP trades on the National
Association of Securities Dealers' Bulletin Board.

                                   ARTICLE IV
                            ACTIONS PRIOR TO CLOSING

         4.01 Investigative  Rights.  Prior to the Closing Date each party shall
provide to the other parties,  including the parties'  counsel,  accountants and
other authorized representatives, full access during normal business hours (upon
reasonable advance written notice) to such parties' books and records.

         4.02 Conduct of Business.  Prior to the Closing Date,  each party shall
conduct its  business in the normal  course and shall not see,  pledge or assign
any assets,  without the prior written  approval of the other parties.  No party
shall amend its  certificate  of  incorporation  or bylaws,  declare  dividends,
redeem or sell stock or other securities, incur additional liabilities,  acquire
or dispose of fixed assets,  change employment terms, enter into any material or
long-term  contract,  guarantee  obligations  of  any  third  party,  settle  or
discharge any balance sheet receivable for less than its stated amount, pay more
on any  liability  than its stated  amount or enter  into any other  transaction
other than in the regular course of business.

                                    ARTICLE V
                                     CLOSING

         5.01 Closing.  The closing (the "Closing") of this transaction shall be
held at the offices of NCPP,  or such other  place as shall be  mutually  agreed
upon, at the time of the special meeting of the  shareholders of NCPP which will
be scheduled 30 days from the date of this agreement (the "Closing Date"):

         (a)  NCPP  shall  issue  25,000,000  shares  of its  common  stock in a
certificate or certificates representing such shares.

         (b) The SELLING SHAREHOLDER shall deliver the certificates representing
100% of the shares of ILI common stock (________________ common shares).

         (c) NCPP  shall  deliver a signed  consent  or  minutes of its Board of
Directors,  approving  this  Agreement  and  authorizing  the  matters set forth
herein.

         (d) ILI  shall  deliver a signed  consent  or  minutes  of its Board of
Directors approving this Agreement and authorizing the matters set forth herein.

         (e) NCPP's  existing  Board of Directors will elect two new directors,
as named by the SELLING  SHAREHOLDER,  to act as officers and directors of
NCPP effective the Closing Date.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.01  Captions  and  Headings.   The  article  and  paragraph  headings
throughout this Agreement are for convenience of reference only and shall not be
deemed  to  define,  limit  or add to the  meaning  of  any  provision  of  this
Agreement.

         6.02 No Oral Change.  This Agreement may not be changed or modified
except in writing signed by the party against whom enforcement of any change or
 modification is sought.

         6.03 Non-Waiver.  Except as otherwise  expressly  provided  herein,  no
waiver of a covenant,  condition or provision of this Agreement  shall be deemed
to have been made unless  executed  in writing  and signed by the party  against
whom such  waiver is  charged.  The failure of any party to insist in any one or
more cases upon the performance of any covenant,  condition or provision of this
Agreement shall not be construed as a waiver or relinquishment for the future of
any such covenant,  condition or provision. No waiver by any party of one breach
by the other shall be construed as a waiver with respect to a subsequent breach.

         6.04 Time of Essence.  Time is of the essence of this Agreement and of
 each and every provision hereof.

         6.05 Entire Agreement.  This Agreement contains the entire agreement
 and understanding between the parties and supersedes all prior agreements and
understandings.

         6.06 Choice of  Law/Arbitration.  This  Agreement and its  application,
shall be governed  under the laws of the State of Nevada.  Any and all  disputes
and  controversies  of every kind and nature  between the parties hereto arising
out of or relating to this Agreement  relating to the  existence,  construction,
validity, interpretation or meaning, performance, non-performance,  enforcement,
operation,  breach,  continuance or  termination  thereof shall be subject to an
arbitration  mutually agreeable to the parties or, in the absence of such mutual
agreement,  then  subject to  arbitration  in  accordance  with the rules of the
American Arbitration Association. It is the intent of the parties hereto and the
purpose of this  provision to make the  submission to arbitration of any dispute
or controversy  arising hereunder an express condition precedent to any legal or
equitable action or proceeding of any nature whatsoever.

         6.07  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed an original,  but all of which when
taken together shall constitute one and the same instrument.

         6.08 Notices. All notices, requests,  demands, and other communications
under this Agreement  shall be in writing and shall be deemed to have been given
on the date of service if served personally on the party to whom notice is to be
given,  or on the third day after  mailing if mailed to the party to whom notice
is to be given, by first class mail,  registered or certified,  postage prepaid,
and properly addressed as follows:

NCPP:

New Cinema Partners, Inc.
357 Bay Street, Suite 404
Toronto, Ontario  Canada  M5H 2T7
Phone: 416-367-8299 Fax:416-367-8299

ILI  and the SELLING SHAREHOLDER:

Imperial Logistics, Inc.
7691 Newman Blvd.
Lasalle, Quebec H8N1X7
Phone: 514-366-0303 Fax: 514-366-9194

         6.09  Expenses.  ILI will pay the legal,  accounting and other expenses
incurred in connection with this Agreement.  All such expenses  incurred will by
invoiced  by NCPP's  Securities  council,  Mr. Jay Hait,  and  NCPP's  Auditors,
Merdinger,  Fruchter,  Rosen, and Corso. Payment for those services will be paid
directly to the service providers by ILI.

         6.10 Survival of Representations and Warranties.  The  representations,
warranties  and  covenants  set forth in this  Agreement  or in any  instrument,
certificate,  opinion or other  writing  provided for in it,  shall  survive the
Closing Date.

         6.11 Further  Documents.  The parties agree to execute any and all
other  documents and to take such other action or corporate  proceedings  as
may be necessary or desirable to carry out the terms hereof.

         IN WITNESS  WHEREOF,  the parties have executed this Agreement the date
first above written.

   NEW CINEMA PARTNERS


       Per:   /s/ John Cox
            --------------------------
            Name:  John Cox,
            Title:   Secretary and Director
            I  have  authority to bind NCPP.

    IMPERIAL LOGISTICS, INC.


     Per:     /s/ James Moore
            --------------------------
            Name:  James Moore
            Title:  President
            I have authority to bind ILI .


<PAGE>

Exhibit 28.2


                            New Cinema Partners, Inc.
                            357 Bay Street, Suite 404
                            Toronto, Ontario M5H 2T7
               Telephone (416) 367-8299 - Facsimile (416) 367-8334


June 13, 2001

Jay Hait, Esq.
Jaffe, Friedman & Hait LLC
110 Wall St, Suite 15C
New York, NY  10005


Please be advised  that we have been  negotiating  with  Imperial  Logistics  of
Quebec to acquire that company. There was a draft document prepared and executed
in error. This agreement was a draft which contemplated  acquired acquiring 100%
of  Imperial  Logistics  in  exchange  for  25,000,000  new shares of New Cinema
Partners.

This  transaction  however,  has not been consummated or closed at this time and
the draft  executed in error is not binding on either of the parties.  There are
several pertinent  business issues related to the transaction before the company
will formally enter into any agreement with Imperial Logistics.

Sincerely,

/s/John Cox
John Cox, Secretary

/s/ Martin Lapedus
Martin Lapedus, Acting President



WE CONFIRM THIS STATEMENT:


/s/ James Moore
JAMES MOORE, PRESIDENT
IMPERIAL LOGISTICS, INC.



<PAGE>

                                   SIGNATURES

                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


DATE:  June 13, 2001               By: /S/Martin Lapedus
                                            Martin Lapedus
                                            President


                  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 Company and in the capacities and dates indicated.


Signature                          Title                   Date



                            President  and          June 13, 2001
 /S/Martin Lapedus          a  Director
Martin Lapedus


/s/John Cox
John Cox                     Director                June 13, 2001

/s/Marvin Sazant
Marvin Sazant                Director                June 13, 2001

/s/Paul Walters
Paul Walters                 Director                June 13, 2001