U. S. Securities and Exchange Commission
                            Washington, D. C.  20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  quarterly  period  ended  November 30,  2001

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

         For  the  transition  period  from                to
                                            --------------    ------------------


                           Commission File No.


                                NEW CINEMA PARTNERS
              -----------------------------------------------------
             (Exact name of Registrant 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)


                                (416) 367 - 8299
                                 --------------
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                          Yes                       No      X
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


           Class                               Outstanding at November 30, 2001
           -----                                ----------------------------

Common  Stock,  no  par  value                            31,175,021




Transitional  Small  Business  Disclosure  Form  (check  one):

                          Yes                       No     X
                              --------                 --------


                               NEW CINEMA PARTNERS


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements

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


                                     PART II
                                OTHER INFORMATION

Item  1.           Legal Proceedings

Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Signatures

Exhibits




                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements









                               NEW CINEMA PARTNERS
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001





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

<TABLE>


                                                                                    November 30,               February 28,
                                                                                        2001                       2001
                                                                                 --------------------       --------------------
                                                                                     (Unaudited)
<S>                                                                               <C>                       <C>
     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                                 $      -        $             1,999
  Miscellaneous receivable                                                                         -                     21,341
                                                                                 --------------------       --------------------
     Total current assets                                                                          -                     23,340

OTHER ASSETS
  Intangible assets                                                                        1,000,000                  1,000,000
  Debt issuance costs, net of accumulated amortization
   of $366,300 and $252,600                                                                  391,700                    505,400
                                                                                 --------------------       --------------------
     Total assets                                                                       $  1,391,700        $         1,528,740
                                                                                 ====================       ====================

     LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
     Cash overdraft                                                                        $     365        $
                                                                                                            -
     Accounts payable                                                                         99,275                  272,941
     Accounts payable, related parties                                                         2,000                  195,000
     Accrued interest                                                                         28,035                   20,535
     Convertible note payable                                                                      -                   95,000
     Shareholder advance                                                                      47,171                      818
                                                                                 --------------------       --------------------
        Total current liabilities                                                            176,846                  584,294
     Loan payable - related party                                                            150,000                  150,000
                                                                                 --------------------       --------------------
        Total liabilities                                                                    326,846                  734,294
                                                                                 ====================       ====================

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value;
    100,000,000 shares authorized,
    31,175,021 and 24,190,736 shares issued and outstanding                                   31,175                   24,191
  Additional paid-in-capital                                                               3,755,535                3,212,619
  Deficit accumulated during
    the development stage                                                                 (2,721,864  )            (2,449,411)
  Cumulative foreign currency translation adjustment                                               8                    7,047
                                                                                 --------------------       --------------------
     Total stockholders' equity                                                            1,064,854                  794,446
                                                                                 --------------------       --------------------

     Total liabilities and stockholders' equity                                         $  1,391,700        $      1,528,740
                                                                                 ====================       ====================

</TABLE>

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

                                      - 1 -



<PAGE>
<TABLE>

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

                                                                                                                  February 18, 1999
                                             Nine Months Ended                       Three Months Ended             (inception) to
                                                November 30,                            November 30,
                                                                                                                     November 30,
                                    -------------------------------------   -------------------------------------
                                          2001                2000                2001                2000          2001
                                    ------------------  -----------------   -----------------   -----------------  -------------

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

Selling, general and
 administrative expenses                      148,916             653,830                                 135,641    2,325,320
                                                                                      34,122
Amortization of
 debt issuance costs                          113,700            113,700              37,900              37,900        366,300
Interest expense                                9,837              7,500               2,887               2,500         30,244
                                    ------------------  -----------------   -----------------   -----------------

Loss from operations before
 provision for income taxes                  (272,453 )         (775,030 )           (74,909 )          (176,041 )   (2,721,864 )

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

Net loss                                  $  (272,453 )      $  (775,030 )        $  (74,909 )       $  (176,041 )  $ (2,721,864 )
                                    ==================  =================   =================   =================  =============

Net loss per share
 - basic and diluted                   $  (      0.01 )   $  (      0.04 )          $      -      $  (      0.01 )
                                    ==================  =================   =================   =================

Weighted average number of common
shares outstanding                         28,258,910         18,855,282          31,175,021          24,040,736
                                    ==================  =================   =================   =================


</TABLE>


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

                                      - 2 -


<TABLE>


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



                                                                                          Deficit
                                                                                          Accumulated  Foreign
                                                      Common Stock            Additional  During the   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

Issuance of shares for service,
  April 26, 2001 (unaudited)                    500,000                500     44,500            -          -              45,000
Issuance of shares in conversion of
   note payable,
  June 12, 2001 (unaudited)                   1,384,285              1,384     95,516            -          -              96,900
Issuance of shares to settle
  accounts payable,
  June 28, 2001 (unaudited)                   5,100,000              5,100    402,900            -          -             408,000
Net loss (unaudited)                                  -                  -          -     (272,453 )       -        (    272,453 )
Foreign currency translation
   adjustment (unaudited)                             -                  -          -            -
                                                                                                        (7,039)            (7,039)
                                            ------------    --------------- ----------   ----------     ------    ----------------

Balance, November 30, 2001 (unaudited)       31,175,021     $       31,175  $3,755,535   $(2,721,864)       8     $     1,064,854
                                            ============    =============== ==========   ==========     ======    ================


</TABLE>
                  The accompanying notes are integral part of
                    these consolidated financial statements.

                                      - 3 -




<PAGE>
<TABLE>
                                                         NEW CINEMA PARTNERS
                                                     (A Development Stage Company)
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                     February 18,
                                                                                                   1999 (inception)
                                                                                                          to
                                                            Nine Months Ended November 30,           November 30,
                                                       ------------------------------------------
                                                               2001                  2000                2001
                                                       ----------------------  ------------------  ------------------
                                                            (Unaudited)           (Unaudited)         (Unaudited)
<S>                                                     <C>                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $    (272,453 )       $  (775,030 )      $ (2,721,864 )
     Stock-based compensation                                         45,000             330,000             384,375
     Amortization of debt issuance costs                             113,700             113,700             366,300
     Decrease in receivable                                           21,341                   -                   -
     Increase in accounts payable                                     41,334             291,274             509,275
     Increase in accrued interest                                      9,400               7,500              29,935
                                                       ----------------------  ------------------  ------------------
NET CASH USED IN OPERATING ACTIVITIES                             (   41,678 )         (  32,556 )        (1,431,979 )
                                                       ----------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES -
     Cash overdraft                                                      365                   -                 365
     Sale of common stock                                                  -                   -           1,139,435
     Proceeds of loan payable                                              -                   -             150,000
     Shareholder advances                                             46,353              27,441             142,171
                                                       ----------------------  ------------------  ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             46,718              27,441           1,431,971
                                                       ----------------------  ------------------  ------------------

Effect of currency translation on cash                            (    7,039 )             5,081                   8
                                                       ----------------------  ------------------  ------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         (    1,999 )       (        34 )                 -

CASH AND CASH EQUIVALENTS -
  beginning of period                                                  1,999                  99                   -
                                                       ----------------------  ------------------  ------------------

CASH AND CASH EQUIVALENTS - end of period                         $        -            $     65            $      -
                                                       ======================  ==================  ==================

     SUPPLEMENTAL INFORMATION:
         During the period February 18, 1999 to November 30, 2001, the Company paid no cash for interest or income taxes.
</TABLE>


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

                                      - 4 -


<PAGE>
                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2001



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

                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.

                Interim Financial Information
                The accompanying unaudited interim financial statements have
                been prepared by the Company,  in accordance  with generally
                accepted accounting principles pursuant to Regulation S-B of
                the Securities and Exchanges Commission. Certain information
                and  footnote   disclosures  normally  included  in  audited
                financial  statements  prepared in accordance with generally
                accepted  accounting   principles  have  been  condensed  or
                omitted.  Accordingly,  these interim  financial  statements
                should be read in conjunction  with the Company's  financial
                statements and related notes as contained in Form 10-KSB for
                the  year  ended  February  28,  2001.  In  the  opinion  of
                management,  the interim  financial  statements  reflect all
                adjustments,   including   normal   recurring   adjustments,
                necessary  for  fair  presentation  of the  interim  periods
                presented.  The  results of  operations  for the nine months
                ended  November 30, 2001 are not  necessarily  indicative of
                results of operations to be expected for the full year.

                Going Concern Uncertainty

                The accompanying  unaudited  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  and/or  negative  working  capital.  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.  It also has
                plans to acquire or merge with an operating company.


                                  - 5 -


                           NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2001


NOTE 2 -         COMMON STOCK

                 On June 28,  2001,  5,100,000  shares of common  stock  were
                 issued to settle  accounts  payable of $215,000  and related
                 party accounts payable of $193,000.

                 On June 12,  2001,  1,384,285  shares of common  stock  were
                 issued in conversion  of the note payable  described in Note
                 3.

                 On April 26,  2001,  the Company  issued  500,000  shares of
                 common stock for services valued at $45,000.

                 On June 27, 2000, the Company issued  10,000,000  shares for
                 intangible assets, valued at $1,000,000.

                 On May 22,  2000,  the  Company  issued  3,000,000  shares for
                 services valued at $330,000.

                 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 were cancelled and are
                 not  reflected  as  being  issued  and  outstanding  in  the
                 financial statements.

NOTE 3 -         CONVERTIBLE NOTE PAYABLE

                 The Company had 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.  On June 12,  2001,  principal of $95,000 plus
                 accrued  interest  of $1,900 was  converted  into  1,384,285
                 shares of common stock.

NOTE 4 -         SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITY

                 During the period ended November 30, 2001:

            o    the Company issued 500,000 shares of common stock, valued at
                 $45,000, for legal services;

            o    the  Company  issued  5,100,000  shares of  common  stock to
                 settle accounts payable of $408,000;

                                   - 6 -

<PAGE>
                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2001



NOTE 4 -         SUPPLEMENTAL DISCLOSURE OF NON-CASH
                 FINANCIAL ACTIVITY (Continued)

            o    the  Company  issued  1,384,285  shares of  common  stock in
                 conversion of $96,900 of debt.

                 During the period ended November 30, 2000:

            o    the Company issued 10,000,000 shares of common stock, valued
                 at $1,000,000, for intangible assets;

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

NOTE 5 -         ACQUISITION

            o    The Company entered into a share exchange agreement pursuant
                 to which it will issue 25,000,000  shares of common stock to
                 acquire all of the issued and outstanding  stock of Imperial
                 Logistics,  Inc.  ('ILI').  ILI has a right  to  cancel  the
                 agreement  if the  parties  fail to obtain  financing  for a
                 minimum of 500,000  Canadian  dollars by November  30, 2001.
                 The  financing  was  not  obtained  and  the  agreement  was
                 cancelled.






                                   - 7 -





Item 2.  Management Discussion and Analysis or Plan of Operation


Three Months Ending  November 30, 2001 compared to
Three Months Ending November 30, 2000

     The following  discussion relates to the results of our operations to date,
and our financial  condition.  This document contains forward looking statements
relating to our Company's future economic  performance,  plans and objectives of
management  for the future  operations,  projections  of  revenue  mix and other
financial  items that are based on the beliefs of, 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  November  30,  2001.  From July,  2000 to July,  2001 the
Company had 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 venture to
create own and manage a proprietary  type of movie  theaters,  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 to enable it to go into film production, to
obtain  new  customers  for the  sale of film  and  television  productions,  to
developing sources of supply, to developing and testing a marketing strategy and
to 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 xxxx.  In March  2001 the  Company  accepted  the
resignation of Damian Lee, the president of the Company.  Mr. Lee's  resignation
has presented  predicament to the Company in that the exploitation of the assets
acquired from Stone Canyon Pictures was based upon his  professional  leadership
as a movie  producer.  As a result  the  business  direction  of the  company is
uncertain.  In June,  2001 the Company  entered into a purchase  agreement  with
Imperial  Logistics  Inc. of Quebec,  however,  the  acquisition  agreement  was
cancelled due to the  inability of the Company to secure the required  financing
which had been committed by a third party.


     The company has since entered into negotiations to make other  acquisitions
including one medical  credit  services  firm in Ontario  Canada known as Medi Q
Dent,  however after  completing the due diligence  review the management of the
company decided to pass on the opportunity  given the fact that  representations
made by Medi Q Dent could not be verified.

     The  management of the Company  continue to entertain  various  acquisition
opportunities  of an operating  business  however,  to date has not  uncovered a
suitable acquisition.  There is no guarantee that the Company Will be successful
at finding, negotiating, or completing any acquisition.

     The Company has not yet generated  sufficient  revenues  during its limited
operating period of reorganization to fund its ongoing operating expenses, or to
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 or
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
operation plan will significantly reduce the cost of development, operation, and
processing  of  purchases  and orders by  enabling  the  Company to  effectively
compete in the market place.


Results of Operations for the three months ended November 30, 2001.

     For the period ended November 30, 2001, the company  generated net sales of
$ - 0 -. The  Company's  cost of goods sold for the three months ended  November
30, 2000 was $ - 0-. The Company's  gross profit on sales was $-0- for the three
months ended November 30, 2000. The Company's general and  administrative  costs
aggregated  approximately  $34,122 for the three months ended November 30, 2001,
and  148,916  for the nine  months  ended  November  30,  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 the proposed entry into the shipping industry.

     The company had a cash balance of $0 at November  30, 2001,  as compared to
$1,999 as of February 28, 2001. Working capital at November 30 2001 and February
28, 2001 was negative at $(176,846) and $(560,956)  respectively.  For the three
months ended  November 30, 2001 working  capital was provided by management  for
the payment of expenses. At November 30, 2001 the Company continued to be funded
through a  shareholder  loan of  $47,171.  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,  and
based on its current general and administrative  expenses, that the Company will
require  private  placement  financing  or will  require  additional  loans from
shareholders  of 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  intends to sell its
intellectual  property  rights,  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 the view of the uncertainties concerning the Companies continued existence as
a going  concern,  the Company does not plan to pursue its  business  plan as an
independent film production company. In order to mitigate the possibility of the
company  failing to maintain as a going  concern the Company  will  endeavour to
initiate  the  following  steps:  1. The Company  will  attempt to complete  its
acquisition in the shipping and logistics  field. 2. The company will attempt 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  and  shareholder  loans should
satisfy  current  expenses  until  such  time  the  Company  completes  any such
financing and management believes that it will be capable of maintaining 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.




                           PART II - OTHER INFORMATION

Item  1.  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 will commence 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 2. Changes in
Securities and Use of Proceeds



<PAGE>




Item 6. Exhibits  and  Reports  on  Form  8-K

(A)     Exhibits
        --------

27.1    Financial  Data  Schedule

(B)     Reports  on  Form  8-K
        ----------------------

None


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          New Cinema Partners  Corporation
                                          (Registrant)



Dated:   Januray 21,  2001              By: /s/ Martin Lapedus
                                          ---------------------------
                                          Martin Lapedus
                                          President