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

                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended September 30, 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: 9,442,548 shares of
            common stock issued and outstanding as of October 29, 2001
    -------------------------------------------------------------------------



                                       -1-

<PAGE>




                                   Valesc Inc.

                                      INDEX


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                Page

     Balance Sheets .........................................................  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............ 14

PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds........................... 15

Item 6.  Exhibits and Reports on Form 8-K.................................... 15


PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS


                                      -2-




<PAGE>

<TABLE>
<CAPTION>


                                   Valesc Inc.
                          (a development stage company)

                         September 30, 2001 (unaudited)

                                  Balance Sheet


Assets

Current Assets


<S>                                                                   <C>
Cash                                                                  $  41,385
                                                                      ---------
Total Current Assets                                                     41,385

Property and equipment, net of
        accumulated depreciation of $655                                    775
Deferred Financing Costs, net of
        accumulated amortization of $4,213                               35,566
                                                                      ---------

Total Assets                                                          $  77,726
                                                                      =========

Liabilities and Shareholder's
        Equity (Deficiency)

Current Liabilities
Accounts payable                                                      $ 251,484
Accrued expenses and other
        current liabilities                                             229,161
Officers' salaries payable                                               77,019
                                                                      ---------
Total current liabilities                                               557,664

Notes payable - long term,
        net of debt discount of $100,273                                 72,727
                                                                      ---------

Total Liabilities                                                       630,391

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 shares Authorized;
        9,352,548 shares issued and
        outstanding at September 30, 2001                                    47

Additional paid-in capital                                              501,520
Accumulated deficit                                                  (1,054,232)
                                                                     ----------
Total Shareholders' Equity (deficiency)                                (552,665)
                                                                     ----------

Total liabilities and shareholders'
        equity (deficiency)                                           $  77,726
                                                                      =========
</TABLE>

         The accompanying notes are an integral part of this statement.


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                                      -3-
<PAGE>

<TABLE>
<CAPTION>


                                   Valesc Inc.
                          (a development stage company)

                       Statement of Operations (unaudited)

                                                    Nine Months       Cumulative
                                                      Ended             from
                                                September 30, 2001     inception
                                                                      (October 24,
                                                                        2000) to
                                                                    September 30, 2001
                                                   -----------------------------


<S>                                                <C>                <C>
Net Sales                                                  --           --

Selling general and administrative expenses         $   612,174      $ 805,674
Equity based compensation expense                       140,830        140,830
Merger expense                                           75,000         75,000
                                                    -----------      ---------
Total Expenses                                          828,004      1,021,504
                                                    -----------      ---------

Loss from operations                                   (828,004)    (1,021,504)

Interest expense (including noncash
        accretion of interest of $25,537)                32,728         32,728
                                                    -----------      ---------

Net Loss                                            $  (860,732)   $(1,054,232)
                                                    ===========      =========

Basic and diluted loss per share
        (as adjusted for stock split)               ($     0.09)
                                                    ============

Weighted average shares outstanding used in
        Computing basic and diluted loss per
        common share (As adjusted for stock split)    9,090,599
                                                      =========

</TABLE>




         The accompanying notes are an integral part of this statement.




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                                      -4-
<PAGE>


<TABLE>
<CAPTION>



                                   Valesc Inc.
                          (a development stage company)

                      Nine Months Ended September 30, 2001

           Statement of Shareholders' Equity (deficiency) (unaudited)

                                                          Common Stock
                                                    Number of      Par Value      Additional        Accumulated           Total
                                                     Shares                    Paid-In Capital        Deficit        Shareholders'
                                                                                                                 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                       --             --              4,017                              4,017
Issuance of common stock to cash investors            127,303          13            64,237                             64,250
Issuance of common stock for services                  78,000           7            34,293                             34,300
rendered, net
Allocation of a portion of proceeds of notes                                        125,810                            125,810
payable to warrants
2:1 stock split                                     4,482,004         --              --                                 --
Shares issued in connection with merger               277,237         --              --                                 --
Compensatory charge - stock options to officers                                      56,250                             56,250
Compensatory charge - warrant issued with              --             --             39,780                             39,780
equity line of credit
Compensatory charge - shares of Atlas issued           --             --             84,580                             84,580
to an officer of the Company
Purchase of common stock by service providers,          8,000           8                72                                 80
at fair value
Net loss for nine months ended September 30,           --             --            501,520           (860,732)       (848,232)
2001 (unaudited)
                                                   ----------       -----         ---------        -----------       ---------
Balance, September 30, 2001 (unaudited)             9,352,548         $47          $501,520        $(1,054,232)      $(552,665)
                                                   ==========       =====          ========        ===========       =========

</TABLE>



         The accompanying notes are an integral part of this statement.





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                                      -5-
<PAGE>


<TABLE>
<CAPTION>


                                   Valesc Inc.
                          (a development stage company)

                       Statement of Cash Flows (unaudited)

                                                                        Cumulative
                                                                     from inception
                                                 Nine Months            (October 24,
                                                    Ended                 2000) to
                                              September 30, 2001    September 30, 2001
                                              ----------------------------------------


Cash Flows from operating activities

<S>                                                 <C>                 <C>
Net loss                                            $(860,732)          $(1,054,232)
Adjustments to reconcile net loss to
        net cash used in operating activities
Depreciation and amortization                           4,749                 4,868
Equity-based compensation charges                     140,830               140,830
Noncash interest accretion                             25,537                25,537
Shares issued for services rendered                    34,300                34,300

Changes in assets and liabilities
Accrued officers' salaries                             77,019                77,019
Accounts payable                                      248,117               251,483
Accrued expenses and other current liabilities        105,572               229,183
                                                    ---------             ---------
Net cash used in operating activities                (224,608)             (291,012)

Cash flows from investing activities                      --                 (1,429)

Proceeds from notes payable                           173,000               173,000
Contribution of cash by founders                        4,017                 4,017
Proceeds from private placements
        and issuances of stock                         64,309               156,809
                                                    ---------             ---------

Net cash provided by financing activities             241,326               333,826
                                                    ---------             ---------

Net increase in cash                                   16,718                41,385

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

Cash at end of period                               $  41,385             $  41,385
                                                    =========             =========
</TABLE>




         The accompanying notes are an integral part of this statement.




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                                      -6-
<PAGE>





                                   Valesc Inc.
                          (a development stage company)

                          Notes to Financial Statements

                         September 30, 2001 (unaudited)

Note A - Description of Business

1.       Description of Business Entities

Valesc Inc., a New Jersey corporation ("Valesc NJ") was incorporated on October
24, 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 has 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 expenses 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>


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 September
30, 2001 and the consolidated results of its operations for the nine months
ended September 30, 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 nine months ended September 30, 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 December 31, 2000, the
Company had an accumulated deficit of approximately $193,000. For the period
ended December 31, 2000, the Company had net losses of approximately $193,000,
and generated negative cash flows from operations of $66,000. This trend
continued for the first nine months of 2001. 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 July through September 2001, the Company received proceeds from
          the issuance of debt of $75,000.

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 nine months ended September 30, 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 1,327,000 for the nine months ended September
30, 2001.


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.


                                      -8-
<PAGE>



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, Good
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 sold 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 September 30, 2001 the Company sold 135,303 (as adjusted for
the stock split) shares of common stock for aggregate net proceeds of $66,869.
The shares were offered to employees, directors, related party investors and
non-related investors.


2.       Warrants

During the nine months ended September 30, 2001, an aggregate of 429,000
warrants were issued in connection with the notes payable with a face value of
$173,000 (See Note F). Proceeds of $125,810 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:


                                      -9-
<PAGE>


     --   15,000 of these warrants are exercisable at $.25 per share through
          December 31, 2003
     --   50,000 of these warrants are exercisable at $.01 per share through
          February 1, 2004
     --   100,000 of these warrants are exercisable at $.10 per share through
          February 2, 2004
     --   The Company also issued warrants with an exercise price of $.01
          through December 19, 2003. The number of shares permitted to be
          exercised under these warrants is pre-set based upon the date the note
          payable is repaid - 131,500 if repaid prior to February 2, 2002,
          189,000 if repaid between February 3, 2002 and August 1, 2002 and
          264,000 if repaid after August 1, 2002

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:

                                       Common Stock        Weighted Average
                                         Activity           Exercise Price
                                         --------           --------------
Outstanding at December 31, 2000             0                    --
Activity for the Period ending
  September 30, 2001 (unaudited)
        Granted                          900,000                $0.50
        Exercised                          --
        Cancelled                          --
Outstanding at September 30, 2001
  (unaudited)                            900,000                $0.50


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 one-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.

4.       Other Stock Options

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>


5.       The Investment Agreement With Swartz

On June 7, 2001 and as amended on August 29, 2001 and September 26, 2001, the
Company entered into an Investment Agreement with Swartz Private Equity, LLC
("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
Swartz 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 our
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 our 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. For the nine months ended September 30, 2001, the
Company recognized approximately $4,200 of the deferred offering cost as a
charge to operations.

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


6.       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.

Note F - Notes Payable

1.       Related Party Notes

During the first nine months of 2001, the Company received advances from related
parties aggregating $53,000. The terms of these advances from related parties
were formalized in July 2001. These notes included detachable warrants
summarized as follows:

     |X|  Warrants to purchase 100,000 shares at $.10 per share through February
          2004 were issued to a note holder
     |X|  Warrants to purchase 50,000 shares at $.01 per shares through February
          2004 were issued to a second note holder.
     |X|  Warrants to purchase up to 25,000 shares at $.01 per share (depending
          on the date the note is repaid) were issued to a third note holder.

Of the total proceeds of this financing, approximately $47,500 was allocated to
warrants (Note E). Interest expense resulting from the accretion of the loan
balance to its face value was approximately $13,700 for the nine months ended
September 30, 2001. All three loans bear interest at a rate of 14% per annum,
all of which is included in accrued interest at September 30, 2001. Each of the
notes are due in 2003, and are guaranteed by the company's officers and
directors.


                                      -11-
<PAGE>


2.       Non-Related Party Notes

During the first nine months of 2001, the Company issued notes to non-related
partied aggregating $120,000. One loan ($5,000) bears interest at a rate of 10%
per annum and was due in September 2001, which has been extended. The remaining
loans ($115,000) bear interest at a rate of 14% per annum, all of which is
included in accrued interest at September 30, 2001, and are due in December
2002. Payment of these notes included detachable warrants summarized as follows:

     --   Warrants to purchase 15,000 shares at $.25 per share through December
          31, 2003
     --   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 (127,500 if repaid prior to February 2,
          2002, 174,000 if repaid between February 3, 2002 and August 1, 2002,
          and 239,000 if repaid after August 1, 2002).

Of the total proceeds of this financing, approximately $78,500 was allocated to
warrants (Note E). Interest expense resulting from the accretion of the loan
balance to its face value was approximately $11,800 for the nine months ended
September 30, 2001.

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 December 31, 2000,
the Company had a net operating loss carryforward if approximately $190,000,
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 asserts 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
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 September 30,
2001 is $77,019.


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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 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 of Atlas Holdings. 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 re-filed.


Note I - Subsequent Events (unaudited)

During October 2001, the Company received an aggregate of $30,000 for the
issuance of 90,000 shares of common stock to non-related investors. Proceeds
were used for working capital purposes.




                                      -13-
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ITEM 2. PLAN OF OPERATION

           During the next twelve months, we intend to devote all of our time to
acquiring manufacturers' representatives, some of whom may also be distributors,
engaged in the sale of medical products generally costing less than $10,000. Our
typical acquisition target has one or two principals, four to six sales persons,
two to three persons performing administrative functions and generates annual
sales commissions of $1 million to $2.5 million. Its clients are manufacturers
which have no sales organizations.

           We will need approximately $250,000 in cash to fund the necessary due
diligence expenses related to our acquisition plan, including the cost of
accountants performing certified audits of the financial statements of our
targets. To reduce these costs, we are attempting to seek recoupment of certain
audit fees over a three year period from the principals of the targeted
companies. We intend to use our securities as the principal medium of payment
for all acquisitions. However, to the extent certain cash payments are required,
we will attempt to minimize those payments in view of our lack of cash.

           We have entered into five non-binding letters of intent with small
medical products sales organizations, subject to the completion of a public
offering and satisfaction of our due diligence, which usually have the following
general characteristics: (i) all or most of the payment is to be in our stock;
(ii) the existence and terms are confidential until acquisition is completed;
(iii) salaries to key executives based on gross revenues and gross profits; (iv)
up to 20% of the payment is to be cash; (v) the seller has the right to
repurchase after three years if we do not have a market capitalization of $25
million or earnings per share of $0.15; (vi) termination dates; and (vii)
subject to our due diligence. None of these possible acquisition targets have
audited financial statements. The additional capital currently being raised and
a portion of the proceeds from the sale of our stock to Swartz will be used for
audit fees received both before and, if completed, after each acquisition.

         As of October 2001 we have raised approximately $369,000. As of
September 30, 2001, we had an accumulated deficit of $1,054,232. Because the
amount of money we can obtain under the equity line with Swartz Private Equity,
LLC, is subject to certain conditions, including the continuing effectiveness of
a registration statement covering the resale of the shares sold to Swartz, a
limitation on the number of shares we may Put based on the trading volume and
price of our Common Stock, and the continued listing of our Common Stock on an
exchange, we are not relying upon significant funds from this potential source
of capital during the next twelve months.

           Because of the nature of the businesses we intend to acquire, we do
not anticipate any product research and development costs, and we do not intend
to conduct any research and product development during the next twelve months.
However, we anticipate spending at least $100,000 toward the development and
implementation of a proprietary software platform designed for this industry and
the type of sales organizations we intend to acquire. Because the targeted
companies are engaged in the sale and distribution of medical products
manufactured by others, we do not have any plans to purchase a plant or
significant equipment during the next twelve months. It is anticipated that the
employees of the companies we acquire will become either our employees or
employees of our wholly owned subsidiaries.


                                      -14-
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                          PART II -- OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On September 17, 2001 we sold 15,000 shares of our common stock, $.0001
par value per share, to Virginia Linde for $5,000 in cash. The sale was made
pursuant to an exemption from registration under the Securities Act of 1933
provided by Section 4(2) thereof. The facts relied upon for the exemption were
that Ms. Linde was an accredited investor.

         On October 3, 2001 we received an investment of $25,000 in exchange for
a one year Debenture and a separate Warrant for the purchase of 25,000 shares of
common stock. The purchaser of the Debenture and Warrant was Harry Kraus. The
Debenture is due October 3, 2002 and provides for interest at 14%. The Warrant
gives the holder the right to purchase 25,000 shares of our common stock at $.33
per share until October 2003, after which time the Warrant becomes void. The
sale was made pursuant to an exemption from registration under the Securities
Act of 1933 provided by Section 4(2) thereof. The facts relied upon for this
exemption were that Mr. Kraus was an accredited investor.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits: See Exhibit Index on page 19.

     (b) Reports on Form 8-K: The Company filed a Form 8-K for September 5,
2001, as amended on September 20 and September 21, 2001, pertaining to a change
in certifying accountants and reporting item 4.






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                                   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: November 14, 2001                            By: /s/ Samuel Cohen
                                                   -----------------------------
                                                       Samuel Cohen
                                                       President




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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).




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