UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 2001
                                     --------------

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

      For the transition period from __________ to __________

      Commission file number  0-31459
                             ---------


                                   Valesc Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                       23-3048857
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                  2300 Coit Road, Suite 300B, Plano, TX 75075
        -----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (972) 495-3900
        -----------------------------------------------------------------
                           (Issuer's telephone number)

                          NetCentral Capital Fund, Inc.
        -----------------------------------------------------------------
                                  (Former name)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
      common equity, as of the latest practicable date: 9,764,245 shares of
            common stock issued and outstanding as of May 1, 2001
    -------------------------------------------------------------------------

         The registrant hereby files this report on Form 10-QSB/A to amend its
report on Form 10-QSB for the quarterly period ended March 31, 2001 to amend
Part I to include restated financial statements and to amend Item 6 of
Part II. No other items in the registrant's report on Form 10-QSB for the
quarterly period ended March 31, 2001 are amended.



                                       -1-

<PAGE>




                                   Valesc Inc.

                                      INDEX


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                              Page

     Balance Sheet  .......................................................  3

     Statements of Operations..............................................  4

     Statement of Shareholder's Equity.....................................  5

     Statements of Cash Flows..............................................  6

     Notes to Financial Statements.........................................  7

Item 2. Management's Discussion and Analysis or Plan of Operation.......... 15


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................. 16


PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS


                                      -2-




<PAGE>



<TABLE>
<CAPTION>
                                   Valesc Inc.
                          (a development stage company)

                                  Balance Sheet

                           March 31, 2001 (unaudited)


Assets

Current Assets

<S>                                                                  <C>
Cash                                                                      23,287
                                                                         -------
Total Current Assets                                                      23,287

Property and equipment, net of accumulated depreciation of $297            1,132
                                                                         -------
Total Assets                                                              24,419
                                                                         =======

Liabilities and Shareholder's Equity (Deficiency)

Current Liabilities
Accounts payable                                                         113,457
Accrued expenses and other current liabilities                           222,071
Officers' salaries payable                                                12,000
                                                                         -------
Total current liabilities                                                347,528

Notes payable - long term, net of debt
     discount of $24,784                                                   3,216
                                                                         -------

Total Liabilities                                                        350,744

Commitments and contingencies

Shareholder's Equity

Preferred stock; $.0001 par value; 20,000,000
  shares authorized, none issued and outstanding                            --

Common stock, $.0001 par value; 100,000,000                                   35
shares Authorized; 9,319,245 shares issued
and outstanding at March 31, 2001
Additional paid-in capital                                               312,627
Accumulated deficit                                                     (638,987)
                                                                         -------
Total Shareholders' Equity (deficiency)                                 (326,325)
                                                                         -------

Total liabilities and shareholders' equity (deficiency)                   24,419
                                                                         =======


</TABLE>

         The accompanying notes are an integral part of this statement.



                                      -3-
<PAGE>


<TABLE>
<CAPTION>

                                   Valesc Inc.
                          (a development stage company)

                            Statements of Operations
                                                                 Three Months Ended   October 24, 2000
                                                                   March 31, 2001     (inception) to
                                                                    (unaudited)        March 31, 2001
                                                               -------------------    ----------------
<S>                                                              <C>             <C>
Net Sales                                                            $    --             $     --

Selling general and administrative expenses                             232,400             425,900
Equity based compensation expense                                       137,640             137,640
Merger Expense                                                           75,000              75,000
                                                                     ----------          ----------
Total Expenses                                                          445,040             638,540
                                                                     ----------          ----------

Loss from operations                                                   (445,040)           (638,540)

Interest expense                                                            447                 447
                                                                     ----------          ----------

Net Loss                                                               (445,487)           (638,987)
                                                                     ==========          ==========

Basic and diluted loss per share (as adjusted for stock split)       $     (.05)

Weighted average shares outstanding used in Computing basic           8,915,843
and diluted loss per common share (As adjusted for stock split)

</TABLE>

         The accompanying notes are an integral part of this statement.


                                      -4-
<PAGE>


<TABLE>
<CAPTION>
                                   Valesc Inc.
                          (a development stage company)

                  Three Months Ended March 31, 2001 (unaudited)

                 Statement of Shareholders' Equity (deficiency)

                                            Common Stock                                                       Total
                                             Number of     Par Value     Additional        Accumulated        Shareholders'
                                               Shares                 Paid-In Capital        Deficit       Equity (Deficiency)
                                             ---------     ---------     ----------        -----------        -------------

<S>                                        <C>              <C>         <C>              <C>                  <C>
Balance, December 31, 2000                   4,388,004        $19         $92,481          $(193,500)           $(101,000)

Contribution of Cash by Founders                                             4017                                    4017

Issuance of common stock to cash                94,000          9          53,366                                  53,375
investors

Issuance of common stock for services           78,000          7          34,303                                  34,310
rendered, net

Allocation of a portion of proceeds of                                     25,130                                  25,130
notes payable to warrants

2:1 stock split                              4,482,004

Shares issued in connection with merger        277,237

Compensatory charge - stock options to                                     18,750                                  18,750
officers

Compensatory charge - shares of Atlas                                      84,580                                  84,580
issued to an officer of the Company

Net loss for three months ended March                                                       (445,487)            (445,487)
31, 2001
(unaudited)

                                           --------------- ---------- ----------------- ------------------ ---------------------
Balance, March 31, 2001 (unaudited)          9,319,245        $35        $312,627           (638,987)            (326,325)
                                             =========        ===        ========          ==========           ==========


</TABLE>


         The accompanying notes are an integral part of this statement.



                                      -5-
<PAGE>


<TABLE>
<CAPTION>


                                   Valesc Inc.
                          (a development stage company)

                            Statements of Cash Flows

                                                                           Three Months Ended         October 24, 2000
                                                                             March 31, 2001       (inception) to March 31,
                                                                               (unaudited)                  2000
                                                                             --------------       ------------------------

<S>                                                                        <C>                       <C>
Cash Flows from operating activities
Net loss                                                                       $(445,487)                $(638,987)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation and amortization                                                        179                       297
Equity-based compensation for services                                           137,640                   137,640
Noncash interest accretion                                                           346                       346

Changes in assets and liabilities
Accrued officers' salaries                                                        12,000                    12,000
Accounts payable                                                                 (13,521)                  113,457
Accrued expenses and other current liabilities                                   222,071                   222,071
                                                                                --------                  --------
Net cash used in operating activities                                            (86,772)                 (153,176)

Cash flows from investing activities                                                  0                     (1,429)

Cash flows from financing activities

Proceeds from notes payable                                                      28,000                     28,000
Contribution of cash by founders                                                  4,017                      4,017
Proceeds from private placements and issuances of stock                          53,375                    145,875
                                                                                --------                  --------

Net cash provided by financing activities                                        85,392                    177,892
                                                                                --------                  --------

Net increase (decrease) in cash                                                  (1,380)                    23,287

Cash at beginning of period                                                      24,667                         0
                                                                                --------                  --------

Cash at end of period                                                            23,287                     23,287
                                                                                =======                    =======

Supplemental disclosures of cash flow information:
Cash paid during the period for Interest                                            -                         -

</TABLE>


         The accompanying notes are an integral part of this statement.




                                      -6-
<PAGE>


                                   Valesc Inc.
                          (a development stage company)

                          Notes to Financial Statements

                           March 31, 2001 (unaudited)

Note A - Description of Business

     1. Description of Business Entities

Valesc Inc., a New Jersey corporation ("Valesc NJ") was incorporated on October
26, 2000, and at the date of inception was owned 100% by Atlas Holdings Inc. On
March 21, 2001, Valesc NJ executed a 2:1 stock split. All shares and per share
amounts have been restated to retroactively reflect the stock split. The stock
split did not change the authorized number of shares or par value. Atlas
Holdings is owned 50% by Jeremy Kraus, the Company's Chairman and Chief
Executive Officer, 25% by Samuel Cohen, the Company's President and Director and
12.5% by Garrett Miler, the Company's Vice President and Director.

NetCentral Capital Fund, Inc. ("NetCentral") was incorporated in the State of
Delaware on June 2, 2000 for the specific purpose of providing a method, through
a merger or otherwise, for a foreign or domestic private company to become a
reporting company with a class of registered securities. NetCentral had a single
shareholder. It had no operating business from the date of inception until March
22, 2001. At March 22, 2001, NetCentral had no net assets. From inception
through March 22, 2001 NetCentral had no revenues and expenses of approximately
$30,000 of professional fees relating to the formation. On March 21, 2001,
NetCentral had a 1:18.04 reverse stock split, and thereafter has 277,237 shares
outstanding.

     2. Description of Merger

On March 22, 2001, Valesc NJ was acquired by NetCentral (the "Merger") for
8,964,008 shares of Common Stock, which were exchanged on a 1-for-1 basis with
Valesc NJ stock. Simultaneously therewith, the Directors of NetCentral resigned,
and the Company was renamed "Valesc Inc." (the "Company"). After the Merger,
Atlas Holdings Inc. owned 8,458,008 or 90.4% of the outstanding Common Stock of
the Company.

Under generally accepted accounting principles, the acquisition is considered to
be a capital transaction in substance, rather than a business combination. That
is, the acquisition is equivalent to the issuance of stock by Valesc NJ for the
net monetary assets of NetCentral, accompanied by a recapitalization, and is
accounted for as a change in capital structure. Accordingly, the accounting for
the acquisition is identical to that resulting from a reverse acquisition,
except that no goodwill is recorded. Under reverse takeover accounting, the
post-reverse-acquisition comparative historical financial statements of the
"legal acquirer" (NetCentral) are those of the "accounting acquirer" (Valesc
NJ). Earnings (loss) per shares ("EPS") are calculated to reflect the Company's
change in capital structure for all periods presented.

Costs associated with merger were expensed as incurred.

     3. Description of Business Plan

The Company currently does not have any operations. The Company's immediate goal
is to acquire profitable sales and distribution organizations offering medical
products. The Company's ability to commence operations is contingent on the
Company's ability to identify a prospective target meeting the acquisition
criteria, persuade the principals of the target to be acquired by the Company in
favorable economic terms and raise the capital required through the issuance of
equity securities, debt securities, bank borrowings or a combination thereof to
properly finance the integration of these companies. The Company's plans include
the development and completion of a software platform specifically designed for
smaller sales and distribution organizations. The Company is in the development
stage.


                                      -7-
<PAGE>


     4. Restatement

The financial statements (substantially all accounts) of the Company for the
three months ended March 31, 2001 have been restated. See Note J.

Note B - Basis of Reporting

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, such statements include all adjustments (consisting
only of normal recurring item) which are considered necessary for a fair
presentation of the consolidated financial position of the Company at March 31,
2001 and the consolidated results of its operations for the three months ended
March 31, 2001. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and related notes
included in the Company's Form 10-KSB for the year ended December 31, 2000. The
results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the operating results for a full year.

Note C - Liquidity and Going Concern

The accompanying financial statements of the Company have been prepared assuming
the Company will continue as a going concern. No adjustment has been made for
this uncertainty. The Company has invested a significant amount of its effort
and cash in the development of its business plan. As of March 31, 2001, the
Company had an accumulated deficit of approximately $638,000. For the period
ended March 31, 2001, the Company had net losses of approximately $445,000, and
generated negative cash flows from operations of approximately $86,000. The
Company will be required to seek external financing to continue developing its
business plan and to consummate planned acquisitions. Operating losses are
expected to continue in 2001.

Management's plans with respect to its liquidity issues include the following:

     -  The Company has obtained an "equity line of credit" which provides a
        financing vehicle for the Company - see Note E-4.
     -  The Company is in the process of completing the registration of its
        Common Stock, which would allow it to commence drawing on the "equity
        line of credit" and to consummate acquisitions.
     -  Completion of due diligence and financing arrangements to allow for the
        consummation of acquisitions.
     -  Raise additional funding through sale of debt and equity instruments to
        fund activities.
     -  From April through September 2001, the Company received proceeds from
        the issuance of debt and equity of approximately $152,000.

To date, the Company has supported its activities through debt and equity
investments. Management plans to continue to seek the funding required to
finance operations as the Company commences its business plan of locating
suitable acquisition targets and consummating transactions to acquire such
companies. Failure to find additional financing, create a public market for its
stock, and consummate acquisition agreements could negatively impact the
Company's ability to continue as a going concern.

Note D - Accounting Policies

     1. Earnings (Loss) Per Share

Basic loss per share for the three months ended March 31, 2001 is computed by
dividing the loss for the period by the weighted average number of common shares
outstanding during the period. Diluted loss per share is computed by dividing
the loss for the period by the weighted average number of common shares adjusted
for the dilutive effect of any potential common shares issuable during the
period. All amounts have been restated to reflect the stock split. The amount of
options and warrants not considered in the loss per share calculation because
their effect was antidilutive was 1,015,000 for the three months ended March 31,
2001.




                                      -8-
<PAGE>



     2. Use of Estimates

The preparation of financial statements in conformity with accounting principled
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates and assumptions. Significant estimates that affect the financial
statements include, but are not limited to, the valuation of options and
warrants granted.


     3. Research and Development Costs

Research and development costs are expensed as incurred. The company has
incurred no research and development costs to date.

     4. Stock-Based Compensation

As permitted by the Statement of Financial Accounting Standards No. 123 ("SFAS
No. 123"), "Accounting for Stock-Based Compensation," the Company accounts for
stock-based employee compensation arrangements in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees." Compensation expense for stock options issued to employees is
based on the difference, on the date of grant, between fair value of the
Company's stock and the exercise price of the option. The Company accounts for
equity instruments issued to nonemployees in accordance with the provisions of
SFAS No. 123 and Emerging Issues Task Force ("EITF") Issue No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other than Employees for
Acquiring, or in Conjunction with Selling, or in Conjunction With Selling, Goods
or Services." All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. That measurement date
of the fair value of the equity instrument issued is the date on which the
couterparty's performance is complete.

     5. Advertising Costs

Advertising costs are expenses when incurred. The Company has incurred no
advertising expenses to date.

Note E - Capital Stock

The Company's authorized capital stock consists of 100,000,000 shares of Common
Stock, $.0001 par value per share, and 20,000,000 shares of preferred stock,
$.0001 pr value per share. Holders of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefore and, in the event of liquidation, to share pro rate in any
distribution of assets after payment of liabilities. The Board of Directors is
not obligated to declare a dividend and it is not anticipated that dividends
will be paid in the foreseeable future. Holders of Common Stock do not have
preemptive rights to subscribe to any of our additional shares. There are no
conversion, redemption, sinking fund or similar provisions regarding the Common
Stock. All of the outstanding shares of Common Stock are fully paid and
non-assessable and all of the shares of Common Stock offered hereby will be,
upon issuance, fully paid and non-assessable. The Company has not designated any
terms for the preferred stock.

     1. Common Stock Issuances

During 2000, the Company issued 370,000 shares (as adjusted for the stock split)
of common stock for aggregate net proceeds of $92,500. The shares were offered
to employees, directors, related party investors and non-related investors.

From January 1 to March 31, 2001 the Company issued 94,000 (as adjusted for the
stock split) shares of common stock for aggregate net proceeds of $53,375. The
shares were offered to employees, directors, related party investors and
non-related investors.



                                      -9-
<PAGE>



     2. Warrants

During the three months ended March 31, 2001, an aggregate of 115,000 warrants
were issued in connection with the notes payable with a face value of $28,000
(See Note F). Proceeds of approximately $25,000 were allocated to these
warrants. The assumptions used in determining the warrant valuation using the
Black-Scholes option pricing model are risk-free interest rate (4.72%),
volatility factor (45%), fair value ($0.33) and term of warrants (1-2.5 years).
Further, for purposes of this calculation the Company assumed the maximum number
of warrants would be issued or the exercise price would be the lowest price
indicated in the terms of the warrant agreement. The terms of these warrants are
summarized as follows:

     -  15,000 of these warrants are exercisable at $.25 per share through
        December 31, 2003
     -  100,000 of these warrants are exercisable at $.10 per share through
        February 2, 2004

     3. Stock Option Plan

On April 6, 2001 the Company adopted a Stock option Plan (the "Option Plan").
The Option Plan authorized the granting of both incentive and nonqualified stock
options to employees for up to 1,500,000 shares of common or preferred stock to
officers, directors and key employees. The objectives of the Option Plan include
attracting and retaining the best personnel, providing for additional
performance incentives, and promoting the success of the Company by providing
employees with the opportunity to acquire both Common and Preferred Stock.
Options under the Company's Option Plan generally vest over a four-year period,
and generally expire ten years after the grant date.

The status of the Company's employee stock option plan is summarized below:


<TABLE>
<CAPTION>

                                                                    Common Stock Activity       Weighted Average
                                                                                                 Exercise Price

<S>                                                                     <C>                      <C>
Outstanding at December 31, 2000                                               0                      --
Activity for the Period ending March 31, 2001 (unaudited)
         Granted                                                         900,000                    $0.50
         Exercised                                                          --
         Cancelled                                                          --
Outstanding at March 31, 2001 (unaudited)                                900,000                    $0.50

</TABLE>


300,000 of the granted shares become exercisable on each of December 31, 2001,
2002 and 2003.

The Company accounts for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," under which no compensation cost for stock options
is recognized for stock option awards granted at or above fair market value. As
discussed in Note H-1, the Company has issued stock options to its three
executive officers. The exercise price of the first-year element of the stock
option grant is below the fair value of the Company's stock, therefore a
compensation charge of $75,000, computed under the intrinsic value method, will
be recognized over the on-year vesting period. The second and third-year
elements contain an exercise price at or above the fair value of the Company's
stock at the date of grant and therefore no compensatory charge has been
recorded.

The Company recorded expenses of $38,000 and $218,000 in the periods ended
December 31, 2000 and March 31, 2001 for expenses incurred by several
consultants, representing the estimated fair value of the services rendered. In
March 2001 the Company issued equity instruments in lieu of cash for such
expenses incurred. The Company initially issued 512,700 shares to such
consultants pursuant to cashless-exercise agreements entered into to discharge
the liabilities. In September 2001, the Company informed the consultants that
the agreements were invalid and required revision. All but 78,000 of the
initially issued shares were rescinded or cancelled. The Company continues to
carry the costs of these services in accrued expenses for those consultants
whose shares were rescinded or cancelled. The consultants who agree to retain
70,000 of the 78,000 shares were required to enter into a promissory note
(bearing interest at 3% per annum, commencing six months after issuance) to the
Company for the fair value ($.33) of the shares granted. The promissory note
requires payment of amounts due the Company upon sale of the underlying shares
by the holder. The consultant holding 8,000 of such shares paid the Company for
the shares in July 2001.



                                      -10-
<PAGE>


     4. The Investment Agreement With Swartz

On June 7, 2001 and as amended on August 29, 2002 and September 26, 2001, the
Company entered into an Investment Agreement with Swartz Institutional Finance
("Swartz") under which the Company, from time to time, has the option to issue
Swartz shares of Common Stock up to a maximum aggregate offering amount of
$20,000,000. Under the Investment Agreement, shares are issued to Swartz, and
Swart pays for the shares in transactions referred to as "Puts". The Company has
the right, at its sole discretion, to put shares of its Common Stock, to Swartz,
which Swartz must purchase, for a dollar amount of up to $2.0 million in each
Put, subject to additional limitations on the timing of our exercise of Put
rights and on the number of shares Swartz is obligated to purchase. The
Company's right to Put shares to Swartz is for a period of three years beginning
on the effective date of the registration statement.

The purchase price to be paid for the Put Shares by Swartz is equal to the
lesser of (i) the Market Price (as defined below), minus $0.09, or (ii) 91% of
the Market Price. The "Market Price" for each Put equals the average of the two
lowest volume weighted average trading prices of the shares of Common Stock
during the Pricing Period (as defined below) for the applicable put. The
"Pricing Period" means, unless otherwise shortened under the terms of the
Investment Agreement, the period beginning on the business day immediately
following the Put Date (as defined below) and ending on and including the date
that is specified in a written notice delivered to Swartz (the "Put Notice") in
which the Company notifies Swartz of our intention to commence a Put.

The Company has the option, on the date of notification to Swartz of a Put, to
designate a minimum price for the shares to be purchased by Swartz in the Put
which is no greater than the lesser of 80% of the closing bid price of its
Common Stock on the day preceding the notice or the closing bid price on that
day minus $.14. If the Company designates a minimum price, Swartz must pay at
least that price for its Common Stock.

As consideration for entering into the Investment Agreement, the Company granted
to Swartz a warrant to purchase 780,000 shares of our Common Stock (the
"Commitment Warrants"). The exercise price for the Commitment Warrants is $1.00,
provided that on the date six months after the date if issuance if the warrants,
or October 24, 2001, and on each six month anniversary thereafter, the exercise
price is subject to adjustment on the lowest closing price for the five trading
days preceding the adjustment.

For financial purposes, the Company computed the value of the warrant using the
Black-Scholes model and assuming a $1.00 exercise price. The resultant value is
considered a deferred offering cost and will be amortized over the life of the
equity agreement. To the extent the exercise price per share is adjusted
pursuant to the formulas mentioned above, the Company will record additional
deferred offering costs.

The Put Shares have demand registration rights and the Commitment Warrants have
piggyback registration rights, semi-annual reset provisions and a 5-year term.
The Swartz agreement contains certain penalties if the Company does not execute
minimum financings under this agreement.

     5. Transaction with Garrett Miller

In January 2001, the Company entered into an agreement with Garrett Miller,
whereby he would exchange purchased shares and earned (through investment
commissions and equity-based compensation) shares of Valesc Inc. for shares of
Atlas Holdings. The Company recorded a charge to operations of approximately
$84,000 related to the equity-based compensation.



                                      -11-
<PAGE>


Note F - Notes Payable

     1. Related Party Notes

During the first three months of 2001, the Company received advances from
related parties aggregating $23,000. The terms of these advances from related
parties were formalized in July 2001. This note included detachable warrants
purchase 100,000 shares at $.10 per share through February 2004.

Of the total proceeds of this financing, approximately $23,000 was allocated to
warrants (Note D). Interest expense resulting from the accretion of the loan
balance to its face value was approximately $100 for the three months ended
March 31, 2001. The loan bears interest at a rate of 14% per annum, all of which
is included in accrued interest at March 31, 2001.The note is due in 2003, and
is guaranteed by the Company's officers and directors.

     2. Non-Related Party Notes

During the first three months of 2001, the Company issued a note to a
non-related party for $5,000. The loan bears interest at a rate of 10% per
annum, all of which is included in accrued interest at March 31, 2001. The note
is due in September 2001. Payment of this note included detachable warrants to
purchase 15,000 shares at $.25 per share through December 31, 2003.

Of the total proceeds of this financing, approximately $2,000 was allocated to
warrants (Note D).

Note G - Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
and income tax purposes under enacted tax law and rates. At March 31, 2000, the
Company had a net operating loss carryforward if approximately $600,000, which
expires in 2015. Deferred tax assets arising from the net operating loss
carryforwards, organizational costs and certain accruals, are fully reserved due
to the uncertainty of future utilization. The Company has fully reserved all
deferred tax assets due to the uncertainty if realization.

Changes in ownership resulting from transactions among our stockholders and
sales of Common Stock by us under Section 382 of the Internal Revenue Code, may
limit annual realization of the tax net operating loss carryforwards that could
become available.

Note H - Commitments and Contingencies

     1. Employment Agreements

Effective January 1, 2001, the Company entered into employment agreements with
each of the three executive officers containing identical terms. The agreements
are summarized as follows: (A) initial term of three years, with automatic
one-year renewal terms thereafter; (B) during each year of the first three
years, each executive shall receive: (i) during the first year, an annual base
salary equal to the greater of (a) $50,000 or (b) 2.5% of the Company's total
revenue for such year, up to a maximum of $150,000; (ii) during the second year,
an annual base salary equal to the greater of (a) $55,000 or (b) 2.5% of the
Company's total revenue for such year, up to a maximum of $165,000; and (iii)
during the third year, an annual base salary equal to the greater of (a) $60,500
or (b) 2.5% of the Company's total revenue for such year, up to a maximum of
$181,500; (c) the Board of Directors may consider one or more increases in the
salary payable to the executive in respect of any renewal term; (D) in the event
the Company is not in a position, due to our then-current financial situation,
to make any salary payment(s) to the executives, the unpaid salary shall accrue
without interest; (E) all accrued and unpaid salary shall be immediately due and
payable upon the occurrence of any "change of control", defined as the sale of a



                                      -12-
<PAGE>




controlling interest in the Company's capital stock to one or more buyers acting
in concert, the sale of all or substantially all of our assets, or any corporate
merger or consolidation resulting in one or more parties, who did not previously
hold a controlling interest in our capital stock, owning a controlling
interesting our capital stock or our successor entity; (F) the executives shall
be eligible to participate in bonuses awarded to senior management to the extent
that such bonuses are awarded or authorized by the Board of Directors from time
to time.

The total payments deferred pursuant to clause (D) above as of March 31, 2001 is
$12,000.

In addition to the foregoing, each executive was granted the option to purchase
a total of 300,000 shares of Common Stock vesting in equal installments of
100,000 shares at the end of each year of employment. The options shall be
exercisable for a period of three years following the date of vesting, and the
exercise price shall be as follows: (i) $.25 per share for the 100,000 shares
that vest after the first year; (ii) $.50 per share for the 100,000 shares that
vest after the second year; and (iii) $.75 per share for the 100,000 shares that
vest after the third year. In the event the executive is terminated "without
cause" by the Company or the executive terminates his employment "for good
reason", any options then outstanding that have neither vested nor been
terminated as of such date shall vest and become subject to purchase by the
executive.

     2. Letters of Intent to Acquire Companies

The Company has entered into five non-binding letters of intent with small
medical products sales organizations, subject to the completion of this public
offering and satisfaction of due diligence and consummation of the transaction.
The terms of the acquisitions have the following general characteristics: (i)
80% or more of the payment is to be in our stock with the remainder in cash;
(ii) the existences and terms are confidential until acquisition is completed;
(iii) salaries to key executives based on gross revenues and gross profits; (iv)
the seller has the right to repurchase their company with the return of the
originally issued number of shares after three years if the Company does not
have a market capitalization of $25 million or earnings per share of $0.15; (v)
termination dates; and (vi) subject to our due diligence.

     3. Litigation

A shareholder of a predecessor of Atlas Holdings filed a suit against the
predecessor company seeking additional stock ownership. The case was dismissed
for failure to prosecute. Management of Atlas believes there are valid and
meritorious defenses to such claim, if the suit is refiled and it is named as a
defendant.

Note I - Subsequent Events (unaudited)

During April through August 2001, the Company received an aggregate of $145,000
through the issuance of notes payable to related party and non-related
investors. Proceeds were used for working capital purposes. Interest is payable
at 14% per annum. Each of the notes mature in 2003, and are guaranteed by the
Company's officers and directors. In connection with these notes, warrants were
issued summarized as follows:

     -  114,000 warrants, with an exercise price of $.01 per share, were issued
        in connection with $45,000 of the notes payable. The warrants expire in
        February 2004.



                                      -13-
<PAGE>



     -  Warrants to purchase shares at $.01 per share through December 19, 2003.
        The number of shares exercisable is preset based upon the date the note
        payable is repaid (120,000 if repaid prior to February 2, 2002, 150,000
        if repaid between February 3, 2002 and August 1, 2002, and 200,000 if
        repaid after August 1, 2002).

Note J - Restatement of Financial Statements

The financial statements have been restated for all periods presented to reflect
the 2-for-1 stock split, effective March 23, 2001. In addition, the financial
statements have been restated for all periods to reflect corrections to the
Company's previously filed financial statements.

The results of these restatements are as follows:


<TABLE>
<CAPTION>

                                                             As originally       Adjustments       As restated
                                                                 filed
                                                             -------------       -----------       -----------

March 31, 2001 (unaudited)
<S>                                                         <C>              <C>                <C>
Cash                                                             39,472           (16,185)           23,287
Fixed assets                                                      1,261              (129)            1,132
Accounts payable                                                   0              113,457           113,457
Accrued expenses and other current liabilities                     0              222,070           222,070
Officers' salaries payable                                       57,000           (45,000)           12,000
Notes payable                                                    28,000           (24,784)            3,216
Common stock                                                      9,241             9,206                35
Additional paid-in capital                                      134,276           178,351           312,627
Accumulated deficit                                             183,117           424,120           638,987
Selling, general and administrative expenses                    116,651           115,749           232,400
Equity based compensation                                             0           137,640           137,640
Merger Expense                                                        0            75,000            75,000
Interest expense                                                      0               447               447
Net loss                                                       (116,651)         (328,836)         (445,487)
        Loss per share - basic and diluted                      $(0.017)                             $(0.05)
        Weighted average number of shares                     6,861,824         2,054,019         8,915,843

</TABLE>





                                      -14-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-QSB includes "forward-looking" statements about future financial
results, future business changes and other events that haven't yet occurred. For
example, statements like we "expect," we "anticipate" or we "believe" are
forward-looking statements.  Investors should be aware that actual results may
differ materially from out expressed expectations because of risks and
uncertainties about the future.  We do not undertake to update the information
in this Form 10-QSB if any forward-looking statement later turns out to be
inaccurate.  Details about risks affecting various aspects of the Company's
business are discussed throughout this Form 10-QSB and should be considered
carefully.

PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

The Company does not expect to generate significant revenues for the foreseeable
future.  The Company expects, during the next twelve months, to acquire or merge
with one or more other companies having ongoing operations in the same or other
lines of business.  Outside financing may be necessary to meet the Company's
anticipated working capital needs for the foreseeable future.  Given its current
financial position for the immediate future, the Company expects to operate with
minimal assets and liabilities.

RESULTS OF OPERATIONS

On March 22, 2001, pursuant to the terms of a Merger Agreement dated March 2,
2001, by and between Valesc Inc., a New Jersey corporation, ("Valesc NJ") and
the Company ("Merger Agreement"), Valesc NJ merged with and into the Company
(the "Merger").  The terms of the Merger are as set forth in the Merger
Agreement and in the Agreement and Plan of Merger, dated March 22, 2001
("Agreement and Plan of Merger"), which is incorporated by reference to the
Company's Form 8-K, filed on March 23, 2001.  Consequently, since March 22,
2001, the Company's financial statements have been prepared as if it were
reporting entity.

Due to the Company's substantially changed operations, a comparison of current
operating results to those for periods prior to the date of merger is not deemed
meaningful.

Revenues.  For the quarter ended March 31, 2001, the Company did not generate
any revenue from its business activities.

Administrative. For the quarter ended March 31, 2001, the Company incurred
general and administrative expenses of $250,835 primarily consisting of legal
and accounting expenses relating to the merger with Valesc - NJ and relating to
the Company's year-end SEC reporting obligations and audit.

Due to the lack of operating revenues during the quarter ended March 31, 2001,
the Company incurred a net loss of $445,487 for the period. The Company expects
its operating expenses to exceed its revenues for the foreseeable future.

As of March 31, 2001, the Company had cash and cash equivalents of $23,287 and
net accounts receivable of $0.  Due to the Company's limited history, it expects
to generate little or no revenues and will attempt to keep administrative costs
to a minimum.


                                      -15-

<PAGE>

                          PART II -- OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits: See Exhibit Index on page 18.

     (b) Reports on Form 8-K: The Company filed a Form 8-K for March 22, 2001
pertaining to the Merger and reporting Items 1, 2, 5 and 7, and a Form 8-K/A on
October 10, 2001 amending Item 7.

        The financial statements filed with the Form 8-K/A were:

(1) Financial statements of Valesc Inc. for the period from October 24, 2000
(inception) through December 31, 2000.

(2) Pro Forma combined financial statements of Valesc Inc. and NetCentral
Capital Fund, Inc. as of December 31, 2000 and for the period from June 2, 2000
(the inception date of NetCentral Capital Fund, Inc.) through December 31, 2000.


                                      -16-

<PAGE>




                                   SIGNATURES

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

                                                Valesc Inc.
                                               (Registrant)


Date: October 12, 2001                          By: /s/ Jeremy Kraus
                                                ----------------------------
                                                   Jeremy Kraus
                                                   Chairman of the Board



                                      -17-

<PAGE>


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Index of exhibits required by Item 601 of Regulation S-B:

2.1       Merger Agreement dated as of March 21, 2001 between Valesc Inc. and
          NetCentral Capital Fund, Inc. (filed as part of our Form 8-K filed on
          March 23, 2001 and incorporated herein by reference);

3.1       Amended and Restated Certificate of Incorporation (filed as part of
          our Form 8-K filed on March 23, 2001 and incorporated herein by
          reference);

3.2       Amended and Restated By-Laws (filed as part of our Form 8-K filed on
          March 23, 2001 and incorporated herein by reference);

4.1       Second Amended and Restated Investment Agreement dated September 26,
          2001, between the Company and Swartz Private Equity, L.L.C. (filed as
          part of our Registration Statement on Form SB-2 filed on September 26,
          2001 and incorporated herein by reference);

4.2       Amended Commitment Warrant to Purchase Common Stock between Valesc
          Inc. and Swartz Private Equity, L.L.C. with an issue date of April 24,
          2001 (filed as part of our Registration Statement on Form SB-2 filed
          on September 26, 2001 and incorporated herein by reference);

4.3       Amended and Restated Registration Rights Agreement between Valesc Inc.
          and Swartz Private Equity, L.L.C., dated as of September 26, 2001
          (filed as part of our Registration Statement on Form SB-2 filed on
          September 26, 2001 and incorporated herein by reference);

10.1      2001 Stock Option Plan (filed as part of our Form S-8 filed April 6,
          2001 and incorporated herein by reference);

10.2      Employment Agreement between Valesc Inc. and Jeremy Kraus dated April
          2, 2001 (filed as part of our Form 10-QSB filed on August 20, 2001 and
          incorporated herein by reference);

10.3      Employment Agreement between Valesc Inc. and Samuel Cohen dated April
          2, 2001 (filed as part of our Form 10-QSB filed on August 20, 2001 and
          incorporated herein by reference);

10.4      Employment Agreement between Valesc Inc. and Garrett Miller dated
          April 2, 2001 (filed as part of our Form 10-QSB filed on August 20,
          2001 and incorporated herein by reference);

99.1      Financial Statements of Valesc Inc. for the period from October 24,
          2000 (inception) through December 31, 2000 (filed as part of our Form
          8-K/A filed on October 10, 2001 and incorporated herein by reference);

99.2      Pro Forma Combined Financial Statements of Valesc Inc. and NetCentral
          Capital Fund, Inc. as of December 31, 2000 and for the period from
          June 2, 2000 (the inception date of NetCentral Capital Fund, Inc.)
          through December 31, 2000 (filed as part of our Form 8-K/A filed on
          October 10, 2001 and incorporated herein by reference).



                                      -18-

<PAGE>