New Dawn Entertainment Inc – ‘SB-2/A’ on 3/28/02

On:  Thursday, 3/28/02   ·   Accession #:  1168460-2-19   ·   File #:  333-75982

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amend                                                 52    198K 

Document Table of Contents

SB-2/A
1st Page of 52
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

 FORM SB-2/A
PRE-EFFECTIVE AMENDMENT NO. 1 TO      

REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933
------------------------- 

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

Nevada                         2771                    91-2132336   
(State of Incorporation) (Primary Standard Industrial     (I.R.S. Employer      
                  Classification Code Number)         I.D. No.:)

200 Viceroy Road, Unit #1 
 Concord, Ontario, Canada L4K3N8
(905) 738-3301 (PHONE)    
(905) 738-3168 (FAX)      

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

 200 Viceroy Road, Unit #1
 Concord, Ontario, Canada L4K3N8
(905) 738-3301 (PHONE)    
(905) 738-3168 (FAX)      

(Address of principal place of business or intended principal place of          
business)                                                                       
--------------------------

KENNETH G. EADE     
Attorney at Law     
827 State Street, Suite 12    
Santa Barbara, CA 93101       
(805)560-9828 (PHONE)         
(805) 560-3608 (TELECOPY)   

(Name, address and telephone number of agent for service) 
--------------------------

SB-2/A
2nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 2nd
COPIES TO:

KENNETH G. EADE     
Attorney at Law     
827 State Street, Suite 12    
Santa Barbara, CA 93101       
(805)560-9828 (PHONE)         
(805) 560-3608 (TELECOPY)     
--------------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable         
after the effective date of this registration statement.                        

If this Form is filed to register additional securities for an offering         
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering. /      /                
                                            -----   ------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)        
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.    /      /                                              
------  -------               
If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box: /      /                                        
-----    ------   

THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY  
BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A      
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT    
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL   
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING 
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.                                   

THIS IS A CONTINUOUS OFFERING, PURSUANT TO RULE 415 OF THE SECURITIES ACT OF    
1933.                                                                           

                                                        [Enlarge/Download Table]
                         CALCULATION OF REGISTRATION FEE                                  

                                                                                          
TITLE OF EACH                  DOLLAR        PROPOSED     PROPOSED        AMOUNT OF       
CLASS OF SECURITIES AMOUNT     TO MAXIMUM    AGGREGATE    MAX. AGGREGATE  REGISTRATION FEE
--------------------------     ----------    ---------    --------------  ----------------

Common Stock, .001 par       $  6,000,000      $1.00         $6,000,000          $1584.00 

Total                          $6,000,000      $1.00         $6,000,000          $1584.00 


SB-2/A
3rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PROSPECTUS

New Dawn Entertainment, Inc.

6,000,000 SHARES OF COMMON STOCK  

Up to 6,000,000 of the shares of common stock offered are being sold by New     
Dawn Entertainment, Inc., in the States of Arizona, California, New York,       
Nevada, Florida and in the District of Columbia, and to residents of Canada.    
There is no minimum offering and no escrow. There is no established public      
market for New Dawn's common stock, and the offering price has been arbitrarily 
determined. New Dawn's Common Stock is not currently listed or quoted on any    
quotation service. This offering is self-underwritten. Shares will be sold by   
New Dawn's president, Peter Szecsodi, without the use of an underwriter. This   
offer will terminate twelve months after the date of this prospectus.           
------------------------

THE COMMON STOCK OFFERED IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK      
AND  SUBSTANTIAL DILUTION.  SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS.    

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION  
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.          

               Price       Underwriting     Proceeds
         to          Discounts and    to
                 Public      Commissions(2)   Company(1)
                 ------      --------------   ----------

Per Share................$     1.00            $0           $   1.00            
Total .................. $  6,000,000          $0           $6,000,000          

  __________, 2002

SB-2/A
4th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 4th
TABLE OF CONTENTS 

                                                PAGE
                                                 ---------

Prospectus Summary....................................           5              
Risk Factors..........................................           7              
We are highly dependent on Peter Szecsodi to                                    
accomplish our plan of operations.....................           7              
We face intense competition and may not be able to                              
compete successfully..................................           7              
We may require additional financing to fund our                                 
plan of operations and we might not be able to                                  
get it................................................           7              
The principal stockholder controls and will continue                            
to control us.........................................           8              
We may not be able to manage our own growth                                     
efficiently...........................................           8              
An active public market may not develop for our                                 
securities............................................           8              
Shares eligible for future sale may adversely                                   
affect the market for our securities...................          8              
There is no established market for our stock and                                
investors may not be able to sell their shares in                               
the future............................................           9              
Our growth will be limited to the amount of capital                             
we are able to raise in this offering.  If we raise                             
only a nominal amount, then investors can expect                                
to experience a slow growth in their investment.......           9              
This offering has no escrow, and funds may be used                              
upon receipt..........................................           5              
The penny stock rules cover our stock, which may                                
make it difficult for a broker to sell................           9              
Use of Proceeds.......................................          10              
Dividend Policy.......................................          11              
Price Range of Securities.............................          11              
Dilution..............................................          12              
Management's Discussion and Analysis of                                         
Financial Condition and Plan of                                             
Operations..........................................          16            
Business..............................................          17              
Management............................................          17              
Certain Transactions..................................          18              
Principal Stockholders................................          18              
Description of Securities.............................          19              
Shares Eligible for Future Sale.......................          19              
Underwriting.........................................           19              
Legal Matters........................................           20              
Experts..............................................           21              
Index to Consolidated Financial Statements...........           28              

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

SB-2/A
5th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 5th
PROSPECTUS SUMMARY  
CORPORATE BACKGROUND  

New Dawn was organized on May 31, 2000, in the state of Nevada, under the       
former name, The Gambler Network.com, Inc. It changed its name to New Dawn      
Entertainment, Inc. on February 15, 2001. New Dawn has just commenced           
operations, but it has not generated any revenue and is still a development     
stage corporation. Its plan of operations is to engage in the business of       
providing the most comprehensive on-line gaming resource and marketplace for    
businesses and consumers who participate in the gaming industry. There can be   
no assurance that New Dawn's common stock will ever develop a market.  Pour     
principal executive offices are located at 200 Viceroy Road, Unit #1,           
Concord, Ontario, Canada L4K3N8, and our telephone numbers is 905-738-3301.     

THE OFFERING

Common stock Offered.........................  Up to 6,000,000 shares           

Common stock Outstanding after the                                              
Offering...................................  16,000,000 shares              

Use of Proceeds..............................  development of inventory,        
                                       marketing and advertising
                                 and working capital

Symbol.......................................  None                             

Risk Factors.................................  The shares of common stock       
                                           offered involve a high degree
                                   of risk and immediate
                                  substantial dilution

Term of offering......................... 12 months after date of prospectus.   

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

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with       
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the Consolidated Financial Statements, including Notes,         
included elsewhere in this Prospectus. The statement of operations data for     
the period inception to March 31, 2001, and the consolidated balance sheet      
data at March 31, 2001, come from New Dawn's audited Consolidated Financial     
Statements included elsewhere in this Prospectus. The consolidated statement    
of operations data for the period inception to March 31, 2001, 2001 come from   
New Dawn's audited financial statements for those years, which are included in  
this Prospectus. These statements include all adjustments that                  

SB-2/A
6th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 6th
New Dawn considers necessary for a fair presentation of the financial position  
and results of operations at that date and for such periods. The operating      
results for the period ended December 31, 2001, do not necessarily indicate     
the results to be expected for the full year or for any future period.          

BALANCE SHEET DATA:                                                             
                                                 December 31, 2001
                                             -------------
Assets: ............................................      $   402               
                                             =======
Current Liabilities                                                             
Accounts payable                                            3,500               
Due to officer                                            $ 5,799               
                                             -------

Total current liabilities                               $ 9,299             
                                             -------
Total liabilities                                         $ 9,299               
                                             -------
Stockholders' Equity:                                                           

common stock, Par value $.001                                           
Authorized 50,000,000                                                   
Issued 10,000,000 shares at September 30,                               
2001 ............................................         255           
Paid in capital..................................      13,445           

Deficit accumulated during the                                          
development stage ...............................     (22,597)          
                                             -------

Total Stockholders' Deficiency..............           -            
                                             -------
Total Liabilities and                                               
Stockholders' Equity .........................      $ 402           

STATEMENT OF OPERATIONS DATA:                                                   

                                     Period May 31, 2000
                         through
                                   December 31, 2001
                                  ----------------
Revenues: ..................................     $    -                         
General and administrative Expenses: ...        $22,597                       
                            --------
Net Loss ..............................       $(22,597)                     
                            --------
Loss per share ............................      $ (.00 )                       
                           =======

SB-2/A
7th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 7th
RISK FACTORS

WE ARE NOT PROFITABLE, AND HAVE NOT GENERATED ANY REVENUE SINCE OUR INCEPTION,  
WHICH MAY AFFECT OUR ABILITY TO CONTINUE TO OPERATE.                            

Our deficit from operations was $22,536 for the period inception to December    
31, 2001. Management expects that we will continue to have losses throughout    
this and the next fiscal year.                                                  

WE ARE HIGHLY DEPENDENT ON PETER SZECSODI TO ACCOMPLISH OUR PLAN OF             
OPERATIONS.                                                                     

We are highly dependent upon the continued service of Peter Szecsodi, our       
President. We do not have an employment agreement with Mr. Szecsodi. The loss   
of the services of Mr. Szecsodi could hurt our business. We have no key-man     
life insurance on any key members of staff. See Management.                     

WE FACE INTENSE COMPETITION AND MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.        

Competition is intense in our business. Many of our competitors and potential   
competitors have substantially greater financial and marketing resources,       
larger customer bases, longer operating histories, greater name recognition     
and more established relationships than we do. We cannot assure you that we     
will be able to compete successfully against current or future competitors or   
that the competitive pressures we will face will not harm our business. See     
Business--Competition.                                                          

WE MAY REQUIRE ADDITIONAL FINANCING TO FUND OUR PLAN OF OPERATIONS AND WE       
MIGHT NOT BE ABLE TO GET IT.                                                    

Our business is capital intensive. We estimate that the proceeds from this      
offering should be sufficient for working capital for a period of 12 months     
following the completion of this offering. However, our estimates may be        
incorrect, and this offering may fail to raise the capital we require. As we    
expand our business, more capital is required. As a result, we may be required  
in the future to seek additional funding through equity or debt financing to    
continue to fund growth and expansion. We cannot assure you that funding will   
be available on acceptable terms, if at all. If we cannot raise funds, our      
business could fail.                                                            

THE PRINCIPAL STOCKHOLDER CONTROLS AND WILL CONTINUE TO CONTROL US.             

As of the date of this Prospectus, Peter Szecsodi owns a majority of our        
common stock and has the power to elect all of the members of the board of      
directors.  This means that investors will have no representation on the        
board, and Mr. Szecsodi will                                                    

be able to exercise significant influence and control over decisions that may   
effect our stockholders.                                                        

SB-2/A
8th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 8th
WE MAY NOT BE ABLE TO MANAGE OUR OWN GROWTH EFFICIENTLY.                        

We may not be equipped to successfully manage this or any other future periods  
of rapid growth or expansion, which could be expected to place a significant    
strain on our managerial, operating, financial and other resources. Our         
operating results will be adversely affected if net sales do not increase       
sufficiently to compensate for the increase in operating expenses caused by     
this expansion.                                                                 

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY EFFECT THE MARKET FOR OUR         
SECURITIES.                                                                     

Our stock price may be hurt by future sales of our shares or the perception     
that such sales may occur. As of the date of this Prospectus, all of the        
shares of common stock held by existing stockholders constitute restricted      
shares as defined in Rule 144 of the Securities Act. These shares may only be   
sold if they are registered under the Securities Act or sold under Rule 144 or  
another exemption from registration under the Securities Act. Sales under Rule  
144 are subject to the satisfaction of certain holding periods, volume          
limitations, manner of sale requirements, and the availability of current       
public information about us.                                                    

Substantially all of our restricted shares of common stock are either eligible  
for sale pursuant to Rule 144 or have been registered under the Securities Act  
for resale by the holders, including the common stock covered by this           
Prospectus. This will permit the sale of registered shares of common stock in   
the open market or in privately negotiated transactions without compliance      
with the requirements of Rule 144. We are unable to estimate the amount,        
timing or nature of future sales of outstanding common stock. Sales of          
substantial amounts of the common stock in the public market may hurt the       
stock's market price.                                                           

THERE IS NO ESTABLISHED MARKET FOR OUR STOCK AND INVESTORS MAY NOT BE ABLE TO   
SELL THEIR SHARES IN THE FUTURE.                                                

If we are unsuccessful in developing a market for our stock, then it will be    
difficult for investors to establish a value for their stock and to eventually  
sell their shares and recover their investment.                                 

OUR GROWTH WILL BE LIMITED TO THE AMOUNT OF CAPITAL WE ARE ABLE TO RAISE IN     
THIS OFFERING. IF WE RAISE ONLY A NOMINAL AMOUNT, THEN INVESTORS CAN EXPECT TO  
EXPERIENCE A SLOW GROWTH OR NO GROWTH IN THEIR INVESTMENT.                      

The amount of capital we raise will determine the amount of money we will be    

SB-2/A
9th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 9th
able to spend on developing our business along the lines we have already in     
place and functioning. If the capital raised in this offering is nominal, then  
investors would be likely to experience a much slower growth.                   

THIS OFFERING IS SELF-UNDERWRITTEN, AND HAS NO MINIMUM WHICH MUST BE RAISED,    
WHICH MEANS THAT WE MAY NOT RAISE ANY PROCEEDS OR ONLY NOMINAL, AND INVESTOR'S  
RUN THE RISK OF LOSING THEIR ENTIRE INVESTMENT.                                 

Since this offering is self-underwritten, and has no minimum amount which must  
be raised for us to use the funds. Moreover, we may raise only nominal funds,   
or no funds at all.                                                             

THIS OFFERING HAS NO ESCROW, AND INVESTOR FUNDS MAY BE USED UPON RECEIPT.       

There is no escrow of any funds received by New Dawn in this offering, and any  
funds received may be used by New Dawn as the funds are received.               

THE PENNY STOCK RULES WILL COVER OUR STOCK, WHICH MAY MAKE IT DIFFICULT FOR A   
BROKER TO SELL.                                                                 

Our common stock is a "penny stock," which means that SEC rules require broker  
dealers who make transactions in the stock to comply with additional            
suitability assessments and disclosures than they would in stock that were not  
penny stocks, as follows:                                                       

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

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

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

SB-2/A
10th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 10th
- The broker or dealer who has effected sales of penny stock to a customer,     
unless exempted by the rules, is required to send to the customer a written     
statement containing the identity and number of shares or units of each such    
security and the estimated market value of the security. Imposing these         
reporting and disclosure requirements on a broker or dealer make it unlawful    
for the broker or dealer to effect transactions in penny stocks on behalf of    
customers. Brokers or dealers may be discouraged from dealing in penny stocks,  
due to the additional time, responsibility involved, and, as a result, this     
may have a deleterious effect on the market for New Dawn's stock.               

THIS OFFERING IS A DIRECT PARTICIPATION OFFERING, AND THERE MAY BE LESS DUE     
DILIGENCE PERFORMED.                                                            

In an underwritten offering, the underwriter and broker-dealers involved in     
the offering must make certain due diligence inquiries to comply with rules     
imposed upon them by law and procedures imposed upon them by the National       
Association of Securities Dealers. Since this is a self-underwritten offering,  
no brokers will be involved to make those inquiries, and there may be less due  
diligence performed, because shares will be sold by our officers and            
directors.                                                                      

FORWARD LOOKING STATEMENTS  

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

USE OF PROCEEDS 

The following table shows New Dawn's use of proceeds if 10% 25%, 50%, 75%,      
and/or 100% of the shares are sold.  Further, there can be no assurance that    
any shares will be sold in this offering. In the event only minimal proceeds    
are received from shares sold in this offering, then we will use the proceeds   
for working capital only, and will continue to market our products by word of   
mouth and on the Internet, without any advertising or formal marketing plan.    

                   10%       25%         50%        75%         100%
                   ------    -------     -------    -------      -------
Gross Proceeds        $600,000  $1,500,000  $3,000,000  $4,500,000  $6,000,000  
Offering Expenses       15,500      15,500      15,500      15,500      15,500  
                    $584,500  $1,484,500  $2,984,500  $4,484.500  $5,984,500

General & Admin.      $100,000  $  250,000  $  500,000  $  750,000  $1,000,000  
Sales & Marketing      250,000     625,000   1,250,000   1,875,000   2,500,000  
Technology & Dev.       50,000     125,000     250,000     375,000     500,000  
Product Cost           184,500     484,500     984,500   1,484,500   1,984,500  
                    --------  ----------  ----------  ----------  ----------
Totals                $584,500  $1,484,500  $2,985,500  $4,485,500  $5,984,500  

SB-2/A
11th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 11th
The allocation of the net proceeds of the Offering set forth above represents   
New Dawn's best estimates based upon its current plans and certain assumptions  
regarding industry and general economic conditions and New Dawn's future        
revenues and expenditures.                                                      

If any of these factors change, New Dawn may find it necessary or advisable to  
reallocate some of the proceeds within the above-described categories. Working  
capital includes payroll, office expenses and supplies, insurance, and other    
general expenses. None of the proceeds are allocated to officer's salaries, or  
payments to any directors or affiliates.                                        

Proceeds not immediately required for the purposes described above will be      
invested temporarily, pending their application as described above, in short-   
term United States government securities, short-term bank certificates of       
deposit, money market funds or other investment grade, short-term, interest-    
bearing instruments.                                                            

DIVIDEND POLICY   

New Dawn  has never declared or paid cash dividends on its capital stock. New   
Dawn  currently intends to retain earnings, if any, to finance the growth and   
development of its business and does not anticipate paying any cash dividends   
in the foreseeable future.                                                      

PRICE RANGE OF SECURITIES 

The offering price was determined by the board of directors based upon        
factors including the book value of our outstanding stock, the lack of a        
current market for the stock, our need for capital and our lack of liquidity    
and lack of earnings, and our product line and inventory. New Dawn's common     
stock is not listed or quoted at the present time, and there is no present      
public market for New Dawn's common stock. New Dawn  has obtained a market      
maker who has agreed to file an application for New Dawn's securities to be     
quoted on the over-the-counter bulletin board, maintained by the NASD, upon     
the effectiveness of this Registration Statement, but the obtaining of a        
quotation is subject to NASD approval, and there can be no assurance that New   
Dawn's stock will be quoted on the over-the-counter bulletin board.  Thus,      
there can be no assurance that the NASD will accept New Dawn's market maker's   
application on Form 211. Therefore, there can be no assurance that a public     
market for New Dawn's common stock will ever develop.                           

DILUTION

As of December 31, 2001, New Dawn's net tangible book value was $0 or $0      
per share of common stock. Net tangible book value is the aggregate amount of   
New Dawn's tangible assets less its total liabilities. Net tangible book value  
per share represents New Dawn's total tangible assets less its total            
liabilities, divided by the number of shares of common stock outstanding.       
After giving effect to the sale of 6,000,000 shares at an offering price of     
$1.00 per share of common stock, application of the estimated net sale          
proceeds (after deducting offering expenses of $15,500), New Dawn's net         
tangible book value as of the closing of this offering would increase from $0   

SB-2/A
12th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 12th
to $.37 per share. This represents an immediate increase in the net tangible    
book value of $.37 per share to current shareholders, and immediate dilution    
of $.63 per share to new investors, as illustrated in the following table:      

Public offering price per                                                       
share of common stock                                             $  1.00       
Net tangible book value per share before offering.................$     0       
Increase per share attributable to new investors..................$   .37       
Net tangible book value per share after offering..................$   .37       
Dilution per share to new investors...............................$  0.63       
Percentage dilution................................................   63%       

The following table summarizes, both before the offering and after the          
offering, assuming the sale of all 6,000,000 shares in this offering, a         
comparison of the number of shares purchased, the percentage of shares          
purchased, the total consideration paid, the percentage of total consideration  
paid, and the average price per share paid by the existing stockholders and by  
new investors.                                                                  

                                                        [Enlarge/Download Table]

                                                                                     
                    Number       Total           Percentage  Percentage      Average 
                    of Shares    Consideration   of Shares   of Total        price   
                    Purchased    Paid            Purchased   Consideration   per     
share                                                                                
                    ---------   ---------------  ---------   -------------   --------

Existing Investors  10,000,000  $ 13,700          62.5%         .2%        $ .001    
New Investors        6,000,000  $ 6,000,000       37.5%       99.8%        $1.00     


The following table shows the estimated dilution if only 75% of gross proceeds  
of this offering are received. As of December 31, 2001, New Dawn's net          
tangible book value was $0 or $0 per share of common stock. Net tangible book   
value is the aggregate amount of New Dawn's tangible assets less its total      
liabilities. Net tangible book value per share represents New Dawn's total      
tangible assets less its total liabilities, divided by the number of shares of  
common stock outstanding. After giving effect to the sale of 4,500,000 shares   
at an offering price of $1.00 per share of common stock, application of the     
estimated net sale proceeds (after deducting offering expenses of $15,500),     
New Dawn's net tangible book value as of the closing of this offering would     
increase from $0 to $.06 per share. This represents an immediate increase in    
the net tangible book value of $.31 per share to current shareholders, and      
immediate dilution of $.69 per share to new investors, as illustrated in the    
following table:                                                                

Public offering price per                                                       
share of common stock                                           $  1.00         
Net tangible book value per share before offering...............$  0            
Increase per share attributable to new investors................$   .31         
Net tangible book value per share after offering................$   .31         
Dilution per share to new investors.............................$  0.69         
Percentage dilution.............................................     69%        

SB-2/A
13th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 13th
The following table summarizes, both before the offering and after the          
offering, assuming the sale of only 4,500,000 shares in this offering, a        
comparison of the number of shares purchased, the percentage of shares          
purchased, the total consideration paid, the percentage of total consideration  
paid, and the average price per share paid by the existing stockholders and by  
new investors.                                                                  

                                                        [Enlarge/Download Table]

                                                                                      
                    Number        Total           Percentage  Percentage     Average  
                    of Shares     Consideration   of Shares   of Total       price    
                    Purchased     Paid            Purchased   Consideration  per share
                    ---------    ---------------  ---------   -------------  -------- 

Existing Investors  10,000,000  $      13,700         68.96%         .01%      $.001  
 New Investors       4,500,000  $   4,500,000         31.24%       99.99%       $1.00 


The following table shows the estimated dilution if only 50% of gross proceeds  
of this offering are received. As of December 31, 2001, New Dawn net tangible   
book value was $0 or $0 per share of common stock. Net tangible book value is   
the aggregate amount of New Dawn's tangible assets less its total liabilities.  
Net tangible book value per share represents New Dawn's total tangible assets   
less its total liabilities, divided by the number of shares of common stock     
outstanding. After giving effect to the sale of 3,000,000 shares at an          
offering price of $1.00 per share of common stock, application of the           
estimated net sale proceeds (after deducting offering expenses of $15,500),     
New Dawn's net tangible book value as of the closing of this offering would     
increase from $0 to $.23 per share. This represents an immediate increase in    
the net tangible book value of $.23 per share to current shareholders, and      
immediate dilution of $.95 per share to new investors, as illustrated in the    
following table:                                                                

Public offering price per                                                     
share of common stock                                            $  1.00      
Net tangible book value per share before offering..............  $  0         
Increase per share attributable to new investors...............  $   .23      
Net tangible book value per share after offering...............  $   .23      
Dilution per share to new investors............................  $  0.77      
Percentage dilution............................................       77%     

The following table summarizes, both before the offering and after the          
offering, assuming the sale of only 3,000,000 shares in this offering, a        
comparison of the number of shares purchased, the percentage of shares          
purchased, the total consideration paid, the percentage of total consideration  
paid, and the average price per share paid by the existing stockholders and by  
new investors.                                                                  

SB-2/A
14th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 14th
                                                        [Enlarge/Download Table]

                                                                                       
                     Number        Total           Percentage  Percentage     Average  
                     of Shares     Consideration   of Shares   of Total       price    
                     Purchased     Paid            Purchased   Consideration  per share
                     ---------    ---------------  ---------   -------------  -------- 

Existing Investors  10,000,000  $    13,700         76.92%       .04%%         $.001   
New Investors        3,000,000  $ 3,000,000          5%          99.96%        $1.00   


The following table shows the estimated dilution if only 25% of gross proceeds  
of this offering are received. As of December 31, 2001, New Dawn's net          
tangible book value was $0 or $0 per share of common stock. Net tangible book   
value is the aggregate amount of New Dawn's tangible assets less its total      
liabilities. Net tangible book value per share represents New Dawn's total      
tangible assets less its total liabilities, divided by the number of shares of  
common stock outstanding. After giving effect to the sale of 1,500,000 shares   
at an offering price of $1.00 per share of common stock, application of the     
estimated net sale proceeds (after deducting offering expenses of $15,500),     
New Dawn's net tangible book value as of the closing of this offering would     
increase from $0 to $.13 per share. This represents an immediate increase in    
the net tangible book value of $.13 per share to current shareholders, and      
immediate dilution of $.87 per share to new investors, as illustrated in the    
following table:                                                                

Public offering price per                                                       
share of common stock                                             $  1.00       
Net tangible book value per share before offering.................$     0       
Increase per share attributable to new investors..................$   .13       
Net tangible book value per share after offering..................$   .13       
Dilution per share to new investors...............................$  0.87       
Percentage dilution................................................   87%       

The following table summarizes, both before the offering and after the          
offering, assuming the sale of only 1,500,000 shares in this offering, a        
comparison of the number of shares purchased, the percentage of shares          
purchased, the total consideration paid, the percentage of total consideration  
paid, and the average price per share paid by the existing stockholders and by  
new investors.                                                                  

                                                        [Enlarge/Download Table]

                                                                                      
                    Number        Total           Percentage  Percentage     Average  
                    of Shares     Consideration   of Shares   of Total       price    
                    Purchased     Paid            Purchased   Consideration  per share
                    ---------    ---------------  ---------   -------------  -------- 

Existing Investors    6,000,000  $    13,670          1%           2%         $.001   
New Investors           250,000  $   250,000         99%          98%         $1.00   

                                                                            

SB-2/A
15th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 15th
The following table shows the estimated dilution if only 10% of gross proceeds  
of this offering are received. As of December 31, 2001, New Dawn's net          
tangible book value was $0 or $0 per share of common stock. Net tangible book   
value is the aggregate amount of New Dawn's tangible assets less its total      
liabilities. Net tangible book value per share represents New Dawn's total      
tangible assets less its total liabilities, divided by the number of shares of  
common stock outstanding. After giving effect to the sale of 600,000 shares at  
an offering price of $1.00 per share of common stock, application of the        
estimated net sale proceeds (after deducting offering expenses of $15,500, New  
Dawn's net tangible book value as of the closing of this offering would         
increase from $0 to $.05 per share. This represents an immediate increase in    
the net tangible book value of $.05 per share to current shareholders, and      
immediate dilution of $.95 per share to new investors, as illustrated in the    
following table:                                                                

Public offering price per                                                     
share of common stock                                            $  1.00      
Net tangible book value per share before offering................$  0         
Increase per share attributable to new investors.................$   .05      
Net tangible book value per share after offering.................$   .05      
Dilution per share to new investors..............................$  0.95      
Percentage dilution..............................................     95%     

The following table summarizes, both before the offering and after the          
offering, assuming the sale of only 600,000 shares in this offering, a          
comparison of the number of shares purchased, the percentage of shares          
purchased, the total consideration paid, the percentage of total consideration  
paid, and the average price per share paid by the existing stockholders and by  
new investors.                                                                  

                                                        [Enlarge/Download Table]

                                                                                          
                       Number         Total           Percentage  Percentage     Average  
                       of Shares      Consideration   of Shares   of Total       price    
                       Purchased      Paid            Purchased   Consideration  per share
                       ---------     ---------------  ---------   -------------  -------- 

Existing Investors  6,000,000    $   13,700           5.66%          2.24%         $.001  
 New Investors        600,000    $  600,000          94.34%         97.76%         $1.00  


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

The following discussion should be read in conjunction with New Dawn's          
Consolidated Financial Statements, including the Notes, appearing               
elsewhere in this Prospectus.                                                   

COMPANY OVERVIEW  

New Dawn was organized on May 31, 2000. New Dawn's common stock is not listed   
on any recognized exchange or quoted on any quotation medium. There can be no   
assurance that its common stock will ever develop a market.                     

SB-2/A
16th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 16th
PLAN OF OPERATIONS-IN GENERAL 

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

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

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

New Dawn does not expect to incur any research and development costs. New Dawn  
does not expect the purchase or sale of plant or any significant equipment.     
New Dawn has generated minimal revenue since its inception.                     

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

BUSINESS    
IN GENERAL                                                                      

New Dawn has just recently commenced operations. The plan of operations       
described in this prospectus depend on New Dawn raising a sufficient amount of  
capital to dedicate financial resources to each element of its business plan.   
There can be no assurance that any capital at all will be raised from this      
offering.  New Dawn's mailing address and the address of its principal offices  
is 200 Viceroy Road, Unit #1, Concord, Ontario, Canada L4K3N8. The telephone    
number of its principal executive office is (905) 738-3301.                     

No merger plans                                                                 

None of our officers, directors, promoters or affiliates or associates have     
had any preliminary contact or discussions with, and there are no present       
plans, proposals, arrangements, or understandings with any representatives of   

SB-2/A
17th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 17th
the owners of any business or company regarding the possibility of an           
acquisition or merger transaction. There are no finders' fees, consulting       
fees, or other compensation to be paid to officers, directors, promoters, or    
other affiliates or associates from revenues or other funds from an             
acquisition or merger candidate, or by the issuance of securities. We have no   
consultants, nor have we had or plan to have, any negotiations for a merger or  
business combination with any other entity.                                     

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

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

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

THE INDUSTRY  

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

The Gaming Industry                                                             

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

-          190 million people in North American annually participate in some    
form of gaming                                            
-          68% of North Americans gambled at least once in 1997                 
-          The average personal income of gamblers was $60,000 per year         
-          36.7 million people visited Las Vegas in 2000                        
-          36 million people visited Atlantic City in 2000                      

SB-2/A
18th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 18th
-          There has been an exponential growth of multi billion dollar         
luxury casino hotels                                      
-          Demographic profiles indicate that gamblers are between 25 and       
65, and consist 60% of men and 40% of women               

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

The Magazine Industry                                                           

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

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

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

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

Magazine distribution                                                           

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

SB-2/A
19th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 19th
Internet Media                                                                  

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

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

PRODUCTS AND SERVICES                                                           

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

The Gambler Magazine                                                            

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

The Gaming Club Card                                                            

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

The Gaming Club Card Website                                                    

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

SB-2/A
20th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 20th
-          free e-mail accounts for members                                     
-          a comprehensive gaming search engine                                 
-          gambling news, articles and reviews                                  
-          educational gaming advice                                            
-          a reservation system for golf courses, hotels, resorts, casinos,     
 air travel, rental cars, and other leisure related services
-          e-commerce merchandise sales of gaming related products and          
literature                                                
-          an interactive virtual "play for fun" casino, which will allow       
 users to chat, and gamble for "e-chips." Games offered will
     include poker, blackjack, baccarat, roulette, craps, billiards,
       darts, football, hockey, baseball, soccer and others. Members can
accumulate their e-chips for online purchases.            

PROPERTY  

We rent offices from our president pursuant to an oral agreement for a        
nominal amount of rent.  We consider the office space to be suitable for our    
needs, and it is covered by adequate insurance. We own the domain names         
www.thegamblermagazine.com,www.thegamblernetwork.com, and                       
www.gamingclubcard.com, and the trademark, "The Gambler Magazine," which is a   
registered trademark.                                                           

PATENTS 

We hold no patents for our intellectual property. However, our web sites      
are proprietary and are protected by copyright law.  We own the domain names    
www.thegamblermagazine.com,www.thegamblernetwork.com, and                       
www.gamingclubcard.com, and the trademark, "The Gambler Magazine," which is a   
registered trademark.                                                           

GOVERNMENT REGULATION 

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

EMPLOYEES 

New Dawn presently employs five employees, all management, who each devote      
their part time efforts to New Dawn.                                            

LEGAL PROCEEDINGS 

New Dawn is not subject to any pending litigation, legal proceedings or         
claims.                                                                         

MANAGEMENT  

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS 

The members of the Board of Directors of New Dawn serve until the next annual   
meeting of stockholders, or until their successors  have been elected.  The     
officers serve at the pleasure of the Board of Directors.                       

The current executive officers, key employees and directors of New Dawn         
are as follows:                                                                 

SB-2/A
21st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 21st
Name                     Age                          Position                  
--------------         ------                 ------------------------          
Peter Szecsodi          37                    President, CFO, Director          

Anthony Gerace          39                    Vice President, Director          
David Markser           36                    Vice President                    

Kara McVey              24                    Secretary, Director               

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

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

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

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

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

EXECUTIVE COMPENSATION  

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

SB-2/A
22nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 22nd
Annual Compensation 

Name and Position            Salary      Bonus      Annual Deferred Salary      
-----------------            ------      -----      ----------------------      
Peter Szecsodi                  0           0                 0                 
Kara McVey                      0           0                 0                 

EMPLOYMENT AGREEMENTS 

New Dawn has not entered into any employment agreements with any of its         
employees, and employment arrangements are all subject to the discretion of     
New Dawn Entertainment, Inc.'s board of directors.                              

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial           
ownership of New Dawn's common stock as of December 31, 2001, by (I) each       
person known by New Dawn  to be the beneficial owner of more than 5% of the     
outstanding shares of common stock, (ii) each director of New Dawn              
Entertainment, Inc., (iii) each Named Executive Officer and (iv) all directors  
and executive officers as a group. Unless otherwise indicated, each person in   
the table has sole voting and investment power as to the shares shown.          

      Shares
            Beneficially
Name and Address of Beneficial Owner    Owned          Offering                 
------------------------------------    ------------   --------                 

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

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

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

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

SB-2/A
23rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 23rd
Kara McVey                        175,000                       1.75%           
89 Ranee Ave.                                                                   
Toronto, Ontario                                                                
Canada M6A 1N1                                                                  
------------                                                                  
Officers and Directors                                                          
as a Group                      6,325,000                      63.25%           
------------                                                                  

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

CERTAIN TRANSACTIONS  

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

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

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

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

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

On June 1, 2000, in exchange for services rendered, 175,000 shares of           
restricted company stock was issued to Kara McVey, at par value, in reliance    

SB-2/A
24th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 24th
upon Section 4(2) of the Securities Act of 1933, to sophisticated persons       
(officers and directors) having superior access to all corporate and financial  
information.  Under Rule 405 promulgated  under the Securities Act of 1933.     

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

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

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

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

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

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

DESCRIPTION OF SECURITIES 

The authorized capital stock of New Dawn consists of 50,000,000 shares of       
common stock, $.001 par value per share. Upon consummation of this Offering,    
there will be outstanding 16,000,000 shares of Common stock.                    

Common stock                                                                    

Holders of common stock are entitled to one vote for each share held on all     
matters submitted to a vote of stockholders, including the election of          
directors.                                                                      

Holders of common stock do not have subscription, redemption or conversion      

SB-2/A
25th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 25th
rights, nor do they have any preemptive rights.                                 

Holders of common stock have cumulative voting rights. The Board of Directors   
is empowered to fill any vacancies on the Board of Directors created by         
resignations, subject to quorum requirements.                                   

Holders of common stock will be entitled to receive such dividends, if any, as  
may be declared from time to time by the Board of Directors out of funds        
legally available therefor, and will be entitled to receive, pro rata, all      
assets of New Dawn available for distribution to such holders upon              
liquidation.                                                                    

All outstanding shares of common stock are, and the common stock offered, upon  
issuance and sale, will be, fully paid and nonassessable.                       

There are currently 64 shareholders of record of our common stock.              

PENNY STOCK STATUS  

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

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

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

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

SB-2/A
26th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 26th
- The broker or dealer who has effected sales of penny stock to a customer,     
unless exempted by the rules, is required to send to the customer a written     
statement containing the identity and number of shares or units of each such    
security and the estimated market value of the security.                        

Imposing these reporting and disclosure requirements on a broker or dealer      
make it unlawful for the broker or dealer to effect transactions in penny       
stocks on behalf of customers. Brokers or dealers may be discouraged from       
dealing in penny stocks, due to the additional time, responsibility involved,   
and, as a result, this may have a deleterious effect on the market for New      
Dawn's ' stock.                                                                 

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR 

The transfer agent, warrant agent and registrar for the common stock is Atlas   
Stock Transfer, 5899 South State Street, Salt Lake City, Utah 84102.            

SHARES ELIGIBLE FOR FUTURE SALE       

Upon completion of this Offering, if all shares in the offering are sold, New   
Dawn will have 16,000,000 shares of common stock outstanding. All shares sold   
in this offering will be freely transferable without restriction or further     
registration under the Securities Act of 1933, as amended. However, any share   
purchased by an affiliate (in general, a person who is in a control             
relationship with New Dawn's ), will be subject to the limitations of Rule 144  
promulgated under the Securities Act.                                           

Under Rule 144 as currently in effect, a person (or persons whose shares are    
aggregated with those of others) whose restricted shares have been fully paid   
for and meet the rule's one year holding provisions, including persons who may  
be deemed affiliates of New Dawn 's, may sell restricted securities in          
broker's transactions or directly to market makers, provided the number of      
shares sold in any three month period is not more than the greater of 1% of     
the total shares of common stock then outstanding or the average weekly         
trading volume for the four calendar week period immediately prior to each      
such sale. After restricted securities have been fully paid for and held for    
two years, restricted securities may be sold by persons who are not affiliates  
of New Dawn without regard to volume limitations. Restricted securities held    
by affiliates must continue, even after the two year holding period, to be      
sold in brokers' transactions or directly to market makers subject to the       
limitations described above.                                                    

Prior to this offering, no public market has existed for New Dawn's shares of   
common stock. No predictions can be made as to the effect, if any, that market  
shares or the availability of shares for sale will have on the market price     
prevailing from time to time. The sale, or availability for sale, of            
substantial amounts of common stock in the public market could adversely        
affect prevailing market prices.                                                

SB-2/A
27th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 27th
PLAN OF DISTRIBUTION

The Shares shall be offered on a self underwritten basis in the States of       
California, New York, Nevada, Florida, Canada, and in the District of           
Columbia.                                                                       

The offering is self underwritten by New Dawn, which offers the Shares          
directly to investors through officer Peter Szecsodi, who will offer the        
Shares by prospectus and sales literature, to friends, former business          
associates and contacts, and by direct mail to investors who have indicated an  
interest in New Dawn. The offering is a self underwritten offering, which       
means that it does not involve the participation of an underwriter or broker.   

There is no minimum offering, no escrow will be used for this offering, and no  
funds will be returned to investors. Funds received may used by us in our       
discretion.                                                                     

The offering of the Shares shall terminate 12 months after the date of this     
prospectus.                                                                     

New Dawn reserves the right to reject any subscription in whole or in part, or  
to allot to any prospective investor less than the number of Shares             
subscribed for by such investor.                                                

LEGAL MATTERS 

The validity of the common stock offered will be passed upon for New Dawn by    
Kenneth G. Eade, Santa Barbara, California.                                     

EXPERTS 

The Financial Statements of New Dawn as of May 30, 2000 (inception)           
through March 31, 2001 included in this Prospectus and elsewhere in the         
Registration Statement have been audited by  Rogelio G. Castro, independent     
public accountant for New Dawn , as set forth in his reports thereon appearing  
elsewhere herein, and are included in reliance upon such reports, given upon    
the authority of such firm as experts in accounting and auditing.               

ADDITIONAL INFORMATION  

New Dawn has filed with the Securities and Exchange Commission ("SEC") a        
registration statement on Form SB-2 under Securities Act of 1933, as amended,   
with respect to the securities. This prospectus, which forms a part of the      
registration statements, does not contain all of the information set forth in   
the registration statement as permitted by applicable SEC rules and             
regulations. Statements in this prospectus about any contract, agreement or     
other document are not necessarily complete.                                    

SB-2/A
28th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 28th
The registration statement may be inspected without charge and copies may be    
obtained at prescribed rates at the SEC's public reference facilities at        
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on    
the Internet at http://www.sec.gov.                                             

New Dawn will furnish to its shareholders annual reports containing audited     
financial statements reported on by independent public accountants for each     
fiscal year and make available quarterly reports containing unaudited           
financial information for the first three quarters of each fiscal year.         

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

New Dawn Entertainment, Inc.  

Independent Auditor's Report .......................................   F-1      

Balance Sheets                                                                  
March 31, 2001 .................................................   F-2          

Statements of Operations                                                        
For the Years Ended March 31, 2001 ............................   F-3         

Statements of Changes in Stockholders' Equity                                   
For the Years Ended March 31, 2001.......................   F-4               

Statements of Cash Flows                                                        
For the Years Ended March 31, 2001.......................   F-5               

Notes to Consolidated Financial Statements .........................   F-27     

ROGELIO G. CASTRO                                                             
Certified Public Accountant                                                   
REPORT OF INDEPENDENT AUDITOR                                                 

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

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

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

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

Oxnard, California                                                          
/s/ Rogelio G. Castro                                                       
Dated: September 21, 2001                                                     

<CAPTION>                                                                     

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

                                        Dec. 31        March 31,
                                      2001            2001
                     (Unaudited)
                                     -------------     ---------

ASSETS                                                                          
Current Assets:                                                                 
Cash                                         $   402          $    902      
Total Current Assets                           402               902    
                                        -------          -------

TOTAL ASSETS                                   $   402          $    902        
                                        -------          -------
LIABILITIES & STOCKHOLDERS' EQUITY                                              
Current Liabilities:                                                            
Accounts payable                             $ 3,500          $      -      
Due to officer                                 5,799             5,799      
                                        -------          -------
Total Current Liabilities                    9,299             5,799    
                                        -------          -------

Stockholders' Equity:                                                           
Common stock, $.001 par value                                               
Authorized - 50,000,000 shares                                              
Issued and outstanding - 10,000,000 shares      255                255      
Paid in capital                                13,445             13,445        
Deficit accumulated during                                                      
the development stage                        (22,597)           (18,597)      
                                        ------             -------
Total Stockholders' Equity                   -              (4,897) 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 402            $    902        

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

                                      Cumulative
                                             from May 31, 2000
                                            (inception)through
                     Dec. 31 March 31 December 31,
                            2001    2001    2001 (unaudited)
(unaudited) 
                               ----    ----    -------------------

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

Operating Expenses                                                              
General and                                                                   
administrative expenses             $ 4,000 $ 18,597   $22,597                
                     -------  ------    ------
Total Expenses                        4,000   18,597    22,597                
                     -------  ------    ------

Net income (loss)                    $(4,000)$(18,597) $(22,597)                
                     -------  ------    ------
                  -------  -------   -------

                                                        [Enlarge/Download Table]

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

                                                                                                   
                                                                                      Deficit      
                                               Number                                 Accumulated  
                                                     of           Common         Paid        During
                                              Shares       Stock          In          Development  
                                              Outstanding  at Par Value   Capital     Stage        
                                              -----------  ------------   -------     -----------  
Balance at inception                              -        $        -   $      -     $     -       
Stock issued to founders at inception          9,745,000            -           -                  
Stock issued for cash                             55,000           55      13,445                  
Stocks issued for services                       200,000          200                              
Net loss - March 31, 2001                                                              (18,597)    
                                               ---------     --------      -------      ------     
Balance at March 31, 2001                     10,000,000          255      13,445      (18,597)    
                                               ---------     --------      -------      -------    
Net loss-December 31, 2001                                                             ( 4,000)    
                                               ---------     --------      -------      -------    
Balance at December 31, 2001                  10,000,000   $      255     $13,445    $ (22,597)    
                                              ----------     --------      -------      -------    
                                              ----------     --------      -------      -------    


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

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

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net loss                             $ (18,597)   $(22,597)                 
Stocks issued for services                 200         200                  
                       ------      -------

NET CASH USED BY OPERATING ACTIVITIES   $(18,397)   $(22,397)                   
                       ------      -------
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Advances from officer                    5,799       5,799                  
Proceeds from sale of common stock      13,500      13,500                  
                      ------      ------
NET CASH FROM FINANCING ACTIVITIES        19,299      19,299                    
                      ------      ------
INCREASE (DECREASE) IN CASH                  902      (3,098)                   

BEGINNING CASH                                 0           0                    
                       -------     -------
ENDING CASH                            $     902     $   402                    
                       -------     -------
                       -------     -------
SUPPLEMENTAL DISCLOSURE:                                                        
Stocks issued for services             $     200    $    200                    

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

NOTE 1 - ORGANIZATION                                                           

Nature of Business                                                              

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation - Development Stage Company                               

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

Basis of Accounting                                                             

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

Estimates                                                                       

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

Net Loss Per Share                                                              

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

Income Taxes                                                                    

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

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

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

NOTE 2 - RELATED PARTY TRANSACTIONS                                             

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

NOTE 3 - CAPITALIZATION                                                         

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

NOTE 4 - FISCAL YEAR                                                            

The Company's fiscal year end is March 31.                                      

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

TABLE OF CONTENTS                                                               

                                                PAGE
                                                 ---------

Prospectus Summary....................................           5              
Risk Factors..........................................           7              
We are highly dependent on Peter Szecsodi to                                    
accomplish our plan of operations.....................           7              
We face intense competition and may not be able to                              
compete successfully..................................           7              

SB-2/A
29th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 29th
We may require additional financing to fund our                                 
plan of operations and we might not be able to                                  
get it................................................           7              
The principal stockholder controls and will continue                            
to control us.........................................           8              
We may not be able to manage our own growth                                     
efficiently...........................................           8              
An active public market may not develop for our                                 
securities............................................           8              
Shares eligible for future sale may adversely                                   
affect the market for our securities...................          8              
There is no established market for our stock and                                
investors may not be able to sell their shares in                               
the future............................................           9              
Our growth will be limited to the amount of capital                             
we are able to raise in this offering.  If we raise                             
only a nominal amount, then investors can expect                                
to experience a slow growth in their investment.......           9              
This offering has no escrow, and funds may be used                              
upon receipt..........................................           5              
The penny stock rules cover our stock, which may                                
make it difficult for a broker to sell................           9              
Use of Proceeds.......................................          10              
Dividend Policy.......................................          11              
Price Range of Securities.............................          11              
Dilution..............................................          12              
Management's Discussion and Analysis of                                         
Financial Condition and Plan of                                             
Operations..........................................          16            
Business..............................................          17              
Management............................................          17              
Certain Transactions..................................          18              
Principal Stockholders................................          18              
Description of Securities.............................          19              
Shares Eligible for Future Sale.......................          19              
Underwriting.........................................           19              
Legal Matters........................................           20              
Experts..............................................           21              
Index to Consolidated Financial Statements...........           28              

SB-2/A
30th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 30th
NEW DAWN ENTERTAINMENT, INC.    

6,000,000 SHARES OF COMMON STOCK    

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

PROSPECTUS    

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

  ____________, 2002

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

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

NRS 78.751 states that New Dawn may provide in its articles of                
incorporation, by laws or by agreement, to indemnify New Dawn's officers and    
directors. New Dawn's Bylaws provide that New Dawn shall, to the fullest        
extent legally permissible under the provisions of the General Corporation Law  
of the State of Nevada, indemnify and hold harmless officers and directors      
from any and all liabilities and expenses imposed upon them in connection with  
any action, suit or other proceeding.  The articles of incorporation do not     
provide for indemnification of officers or directors, but the by-laws provided  
that we shall indemnify the directors of the corporation for any and all acts   
during their capacity as directors to the fullest extent of the law.            

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT         
LIABILITIES                                                                     
Insofar as indemnification for liabilities arising under the Securities  Act    
of 1933 (the "Act") may be permitted to directors, officers and controlling     
persons of Internet Services pursuant to the provisions referred to under Item  
24 of this Registration Statement, or otherwise, we have been advised that in   
the opinion of the Securities and Exchange Commission such indemnification is   
against public policy as expressed in the Act and is, therefore,                
unenforceable.                                                                  

In the event that a claim for indemnification against such liabilities (other   
than the payment of expenses incurred or paid by a director, officer or         
controlling person of the small business issuer in the successful defense of    
any action, suit or proceeding) is being asserted by such director, officer or  
controlling person in connection with the securities being registered, the      
small business issuer will, unless in the opinion of its counsel the matter     
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.                          

The Registrant estimates that expenses payable by it in connection with the     
Offering described in this Registration Statement (other than the underwriting  
discount and commissions and reasonable expense allowance) will be as follows:  

SEC registration fee...........................................  $ 1,584        
Printing and engraving expenses................................  $   500        
Accounting fees and expenses...................................  $ 3,500        
Legal fees and expenses (other than Blue Sky)..................  $10,000        

                                                            ----------
Total......................................................  $15,500    
                                                            ==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.                               

The following securities were issued by New Dawn within the past three years    
and were not registered under the Securities Act.                               

In connection with organizing New Dawn, on June 1, 2000, 5,500,000 shares of    
restricted common stock of New Dawn at par value was issued to Evermore         
Publishing, Inc., a company beneficially owned by Peter Szecsodi and Michael    
Bond, in exchange for services, the business plan of New Dawn, and New Dawn's   
web site and domain names, pursuant to Section 4(2) of the Securities Act of    

SB-2/A
31st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 31st
1933, to sophisticated persons (officers and directors) having superior access  
to all corporate and financial information.  Under Rule 405 promulgated  under  
the Securities Act of 1933, Mr. Bond and Mr. Szecsodi may be deemed to be       
promoters of New Dawn.  No other persons are known to Management that would be  
deemed to be promoters.                                                         

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

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

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

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

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

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

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

In 2000, 10,000 shares were issued to Laverne McVey and 10,000 shares to        
Robert McVey, at par value for services rendered, in reliance upon Section      
4(2) of the Securities Act of 1933, to sophisticated persons having superior    

SB-2/A
32nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 32nd
access to all corporate and financial information.  Under Rule 405 promulgated  
under the Securities Act of 1933.                                               

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

In 2000, New Dawn issued 2,665,000 shares to 34 investors, in a private         
placement of securities, in reliance upon Section 4(2) of the Securities Act    
of 1933, to sophisticated persons having superior access to all corporate and   
financial information.                                                          

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

ITEM 27. EXHIBITS                                                               

(a) The following exhibits are filed as part of this Registration               
Statement:                                                                      

EXHIBIT                                                                     
NUMBER                     DESCRIPTION                                      
-----------                 -----------------------------------------           

3.1                    Articles of Incorporation                  
3.1(a)                 Amendment to Articles of Incorporation     
3.4                    By-Laws                                    
4.1                    Form of common stock Certificate           
5.1                    Opinion of Kenneth G. Eade, Attorney at Law
(including  consent)  
6.1                    Specimen of Stock Certificate              
10                      Subscription Agreement                      
23.1                    Consent of Independent Accountant           
23.2                    Consent of Kenneth G. Eade (filed as part of
Exhibit  5.1)       
  ------------------------

ITEM 28. UNDERTAKINGS.                                                          

The undersigned Company undertakes to:                                  

(1) File, during any period in which it offers or sells securities, a 
post-effective amendment to this Registration Statement to:                     

(i) Include any prospectus required by Section 10(a)(3) of the  
Securities Act;                                                                 

SB-2/A
33rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 33rd
(ii) Reflect in the prospectus any facts or events which,       
individually or together, represent a fundamental change in the information in  
the Registration Statement. Notwithstanding the foregoing, any increase or      
decrease in volume of securities offered (if the total dollar value of          
securities offered would not exceed that which was registered) and any          
deviation from the low or high end of the estimated maximum offering range      
may be reflected in the form of prospectus filed with the Commission pursuant   
to Rule 424(b) if, in the aggregate, the changes in volume and price represent  
no more than a 20 percent change in the maximum aggregate offering price set    
forth in the "Calculation of Registration Fee" table in the effective           
registration statement;                                                         

 (iii) Include any additional or changed material information on the
plan of distribution.                                                           

(2) For determining liability under the Securities Act, treat each post-        
effective amendment as a new registration statement of the securities offered,  
and the offering of the securities at that time to be the initial bona fide     
offering.                                                                       

(3) File a post-effective amendment to remove from registration any of the      
securities that remain unsold at the end of the offering.                       

(4) Insofar as indemnification for liabilities arising under the Securities   
Act of 1933 (the "Act") may be permitted to directors, officers and             
controlling persons of New Dawn pursuant to the provisions referred to under    
Item 24 of this Registration Statement, or otherwise, New Dawn has been         
advised that in the opinion of the Securities and Exchange Commission such      
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable.                                                       

In the event that a claim for indemnification against such liabilities (other   
than the payment by New Dawn of expenses incurred or paid by a director,        
officer or a controlling person of New Dawn in the successful defense of any    
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, New      
Dawn will, unless in the opinion of its counsel the matter has been settled by  
controlling precedent, submit to a court of competent jurisdiction the          
question whether such indemnification by it is against public policy as         
expressed in the Securities Act and will be governed by the final adjudication  
of such issue.                                                                  

(5) For determining any liability under the Securities Act, treat each    
post-effective amendment that contains a form of prospectus as a new            
registration statement for the securities offered in the registration           
statement, and that offering of the securities at that time as the initial      
bona fide offering of those securities.                                         

SB-2/A
34th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 34th
II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets    
all the requirements for filing on Form SB-2 and authorized this registration   
statement to be signed on its behalf by the undersigned, in the city of         
Concord, Ontario, Canada, on March 28, 2002.                                    

New Dawn Entertainment, Inc.                                                

By:     Peter Szecsodi                                                      
-----------------------------------------                         
Peter Szecsodi, President and Director                      

Date: March 28, 2002                                                            

Pursuant to the requirements of the Securities Act of 1933, this                
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

By: Peter Szecsodi                                                        
-----------------------------------                               
Peter Szecsodi, President, Chief Financial Officer and Director   
Date: March 28, 2002                                              

By: Kara McVey                                                                  
-----------------------------------                               
Kara McVey, Secretary/Director                                    
Date: March 28, 2002                                              

By: Anthony Gerace                                                              
-----------------------------------                               
Anthony Gerace, Vice President, Director                          
Date: March 28, 2002                                              

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

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

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

THE GAMBLER NETWORK.COM, INC. 

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

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

SB-2/A
35th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 35th
to engage in any lawful act or activity for which corporations may be           
organized under the General Corporation Law of the State of Nevada.             

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

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

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

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

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

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

EIGHTH: The corporation is to have perpetual existence.                         

NINTH: In furtherance and not in limitation of the powers conferred by          
statute, the board of directors is expressly authorized, subject to the by-     
laws, if any, adopted by the shareholders, to make, alter or amend the by-laws  
of the corporation.                                                             

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

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

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

SB-2/A
36th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 36th
C. Woodgate         
-----------------   
     C. Woodgate, Incorporator

Exhibit 3.1(a)                                                                  
AMENDMENT TO ARTICLES OF INCORPORATION                                          

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

ARTICLE I - OFFICES   

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

ARTICLE II - STOCKHOLDERS   

1.     ANNUAL MEETING.                                                          

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

2.   SPECIAL MEETINGS.                                                          

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

3.   PLACE OF MEETING.                                                          

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

4.   NOTICE OF MEETING.                                                         

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

SB-2/A
37th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 37th
calling the meeting, to each stockholder of record entitled to vote at such     
meeting. If mailed, such notice shall be deemed to be delivered when deposited  
in the United States mail, addressed to the stockholder at his address as it    
appears on the stock transfer books of the corporation, with postage thereon    
prepaid.                                                                        

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

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

6.   VOTING LISTS.                                                              

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

7.   QUORUM.                                                                    

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

SB-2/A
38th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 38th
so represented may adjourn the meeting from time to time without further        
notice. At such adjourned meeting at which a quorum shall be present or         
represented, any business may be transacted which might have been transacted    
at the meeting as originally notified. The stockholders present at a duly       
organized meeting may continue to transact business until adjournment,          
notwithstanding the withdrawal of enough stockholders to leave less than a      
quorum.                                                                         

8.   PROXIES.                                                                   

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

9.   VOTING.                                                                    

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

SB-2/A
39th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 39th
10.   ORDER OF BUSINESS.                                                        

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

1.     Roll Call.                                           

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

3.     Reading of minutes of preceding meeting.             

4.     Reports of Officers.                                 

5.     Reports of Committees.                               

6.     Election of Directors.                               

7.     Unfinished Business.                                 

8.     New Business.                                        

11.     INFORMAL ACTION BY STOCKHOLDERS.                                        

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

SB-2/A
40th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 40th
the shareholders, may be taken without a meeting if a consent in writing,       
setting forth the action so taken, shall be signed by a majority of the         
shareholders entitled to vote with respect to the subject matter thereof.       

ARTICLE III - BOARD OF DIRECTORS    

1.     GENERAL POWERS.                                                          

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

2.   NUMBER, TENURE AND QUALIFICATIONS.                                         

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

3.   REGULAR MEETINGS.                                                          

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

4.   SPECIAL MEETINGS.                                                          

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

5.   NOTICE.                                                                    

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

SB-2/A
41st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 41st
6.   QUORUM.                                                                    

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

7.   MANNER OF ACTING.                                                          

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

8.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.                                 

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

9.   REMOVAL OF DIRECTORS.                                                      

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

10.   RESIGNATION.                                                              

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

11.   COMPENSATION.                                                             

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

12.   PRESUMPTION OF ASSENT.                                                    

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

SB-2/A
42nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 42nd
secretary of the corporation immediately after the adjournment of the meeting.  
Such right to dissent shall not apply to a director who voted in favor of such  
action.                                                                         

13.   EXECUTIVE AND OTHER COMMITTEES.                                           

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

14. INDEMNIFICATION.                                                            

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

ARTICLE IV - OFFICERS   

1.   NUMBER.                                                                    

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

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

2.   ELECTION AND TERM OF OFFICE.                                               

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

3.   REMOVAL.                                                                   

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

4.   VACANCIES.                                                                 

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

5.   PRESIDENT.                                                                 

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

SB-2/A
43rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 43rd
present, preside at all meetings of the stockholders and of the directors. He   
may sign, with the secretary or any other proper officer of the corporation     
thereunto authorized by the directors, certificates for shares of the           
corporation, any deeds, mortgages, bonds, contracts, or other instruments       
which the directors have authorized to be executed, except in cases where the   
signing and execution thereof shall be expressly delegated by the directors or  
by these by-laws to some other officer or agent of the corporation, or shall    
be required by law to be otherwise signed or executed; and in general shall     
perform all duties incident to the office of president and such other duties    
as may be prescribed by the directors from time to time.                        

6.   VICE-PRESIDENT.                                                            

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

7.   SECRETARY.                                                                 

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

8.   TREASURER.                                                                 

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

9.   SALARIES.                                                                  

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

SB-2/A
44th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 44th
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS   

1.   CONTRACTS.                                                                 

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

2.   LOANS.                                                                     

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

3.   CHECKS, DRAFTS, ETC.                                                       

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

SB-2/A
45th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 45th
such manner as shall from time to time be determined by resolution of the       
directors.                                                                      

4.   DEPOSITS.                                                                  

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

ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER   

1.   CERTIFICATES FOR SHARES.                                                   

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

SB-2/A
46th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 46th
2.   TRANSFERS OF SHARES.                                                       

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

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

ARTICLE VII - FISCAL YEAR   

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

ARTICLE VIII - DIVIDENDS    

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

ARTICLE IX - SEAL   

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

ARTICLE X - WAIVER OF NOTICE    

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

ARTICLE XI - AMENDMENTS   

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

SB-2/A
47th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 47th
special stockholders' meeting when the proposed amendment has been set out in   
the notice of such meeting.                                                     

Exhibit 4                                                                       
SPECIMEN OF COMMON STOCK CERTIFICATE                                            

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

______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  

THIS CERTIFIES THAT _________________________________________________________ 

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

SB-2/A
48th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 48th
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND     
REGISTERED BY THE REGISTRAR.                                                    

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

Dated:                                                                        

                                  [SEAL OF New Dawn Entertainment, Inc.]

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

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

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

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

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

SB-2/A
49th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 49th
The following abbreviation, when used in the inscription on the face of this    
certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

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

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

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

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

SB-2/A
50th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 50th
_________________________________________________________________________       
_________ ________________________________________________________ ______       
___ _________ ___________________________________________________________       

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

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

EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT                                      

November 21, 2001                                                               

Board of Directors                                                              
New Dawn Entertainment, Inc.                                                    
1600 Steeles Avenue, W. Unit 18                                                 
Concord, Ontario, Canada L4K 4M2                                                

Re: New Dawn Entertainment, Inc.                                                

Gentlemen:                                                                      

SB-2/A
51st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 51st
The undersigned is counsel for New Dawn Entertainment, Inc.. I have been        
requested to render an opinion on the 6,000,000 shares of New Dawn              
Entertainment, Inc. proposed to be sold pursuant to New Dawn Registration       
Statement on Form SB-2. In rendering this opinion, I have reviewed New Dawn     
Registration on Form SB-2, company articles of incorporation and by laws and    
other corporate documents. I have assumed the accuracy of all representations   
made to me in New Dawn Entertainment, Inc.'s documents and by company officers  
and directors. It is my opinion that the shares to be issued will be free       
trading shares. It is further my opinion that:                                  

1. New Dawn Entertainment, Inc. is a corporation duly organized, validly      
existing and in good standing and is qualified to do business in each           
jurisdiction in each jurisdiction in which it now does business.                

2. That the shares of Common stock to be issued by New Dawn  have been          
reserved and are duly and properly approved by New Dawn Board of Directors.     

3. That the shares of stock, when and as issued, will be fully paid and non-    
assessable, and will be a valid and binding obligation of the corporation.      

4. That the shares of Common stock have not been but will be registered under   
the Securities Act of 1933, as amended (the "Act"), and will be registered by   
coordination with or exempt from the securities laws of the state               
jurisdictions in which they will be sold.                                       

I hereby consent to the use of this opinion in New Dawn Registration Statement  
on Form SB-2. Please feel free to contact the undersigned should you have any   
further questions regarding this matter.                                        

Very truly yours,                                                               

Kenneth G. Eade                                                                 
------------------                                                              
KENNETH G. EADE                                                                 

EXHIBIT 10                                                                      
SUBSCRIPTION AGREEMENT                                                          
New Dawn Entertainment, Inc.                                                    
1600 Steeles Avenue, W. Unit 18                                                 
Concord, Ontario, Canada L4K 4M2                                                

Gentlemen:                                                                      

The undersigned has received your prospectus dated ___________________, 2001.   
The undersigned represents as set forth below and subscribes to purchase        
________shares at $1.00 per Share, for $_______________, subject to your        
acceptance of this subscription.   There is no minimum contingency and          
proceeds may be utilized at the issuer's discretion.  The undersigned, if an    
individual, is a resident of, or, if a corporation, partnership or trust, has   
as its principal place of business:                                             

SB-2/A
Last Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 52nd
The State of Arizona _____                                                      
The State of California ______                                                  
The State of Nevada                                                             
The State of New York_____                                                      
The State of Florida_____                                                       
The District of Columbia_____Other State _____________                          

Dated:______________.                                                           

For individuals:                                                                

_________________________                                                       
Signature                                                                       

_________________________                                                       
Social Security Number                                                          

For corporations, trusts, partnerships, etc.:                                 

__________________________                                                      
Signature                                                                       

__________________________________________________                              
Name of Corporation, Trust, Print or type name of                               
or Partnership Signer                                                           

__________________________________________________                              
State where incorporated, P.O. Box or Street Address                            
organized, or domiciled                                                         

__________________________________________________                              
Print Signer's Capacity, City, State and Zip Code                               

_________________________                           
Tax ID Number_________________________                                          
Telefax and Phone Numbers                                                       

EXHIBIT 23.1     CONSENT OF INDEPENDENT ACCOUNTANT                              

I hereby consent to the inclusion of my independent accountant's report dated   
March 31, 2001, the balance sheet of March 31, 2001, and the related            
statements of income, stockholder's equity, and cash flows for the period May   
31, 2000 (inception) to March 31, 2001, in the Registration Statement on Form   
SB-2, and any other references to me in the Registration Statement.             

ROGELIO G. CASTRO                                                               
---------------------------                                                     
Rogelio G. Castro                                                               
Certified Public Accountant                                                     
Oxnard, California                                                              
November 21, 2001                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/28/02		34
		12/31/01		6		28			10QSB/A
		11/21/01		50		52
		9/30/01		6					10QSB,  10QSB/A
		9/21/01		28
		5/18/01		24		32
		3/31/01		5		52			10KSB
		2/15/01		5
		6/1/00		23		31
		5/31/00		5		52
		5/30/00		27
		3/31/00		28
									List all Filings