##### Table of Contents



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

FORM 10-QSB

(Mark One)

|  |  |                                                                                   
|- |  | ----------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the quarterly period ended September 30, 2002                                 
| 
|  |  | or                                                                                
| 
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period _____________ to _________________

Commission File Number 001-16309

NEWCOURT HOLDINGS, INC.

---

(Exact name of small business issuer as specified in its charter)


|                                                               |  |                                      
|-------------------------------------------------------------- |  | -------------------------------------
|FLORIDA                                                        |  | 65-0972643                           
|                                                               |  |                                      
|(State or other jurisdiction of
incorporation or organization) |  | (I.R. S. Employer Identification No.)

12400 SW 134th Court, Suite 11 Miami, Florida 33186

---

(Address of principal executive offices)


(305) 971-5370

---

(Issuers telephone number)




---

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 of 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 12, 2002, there were 10,599,998 shares of the registrants
common stock, par value $.0001 per share, outstanding.

Transitional Small
Business Disclosure Format (Check one): Yes o; No x





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TABLE OF CONTENTS



|                                                                                                                       |                                                                    |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART 1. FINANCIAL INFORMATION                                                                                         
|                                                                                                                       | Item 1. FINANCIAL STATEMENTS                                      
|CONSOLIDATED BALANCE SHEET                                                                                            
|CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT                                                         
|CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY                                                                        
|CONSOLIDATED STATEMENT OF CASH FLOWS                                                                                  
|NOTES TO CONSOLIDATED STATEMENT                                                                                       
|                                                                                                                       | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|                                                                                                                       | Item 3. CONTROLS AND PROCEDURES                                   
|SIGNATURES                                                                                                            
|CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 
|CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



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##### Table of Contents



NEWCOURT HOLDINGS, INC.

INDEX

|               |  |                                                                                                                                                   |  |     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|               |  |                                                                                                                                                   |  | Page
|               |  |                                                                                                                                                   |  |     
|              
|PART I         |  | Financial Information                                                                                                                             |  | 2   
|              
|Item 1.        |  | FINANCIAL STATEMENT                                                                                                                               |  |     
|              
|               |  | Consolidated Balance Sheet at September 30, 2002. (Unaudited)                                                                                     |  | 2   
|              
|               |  | Consolidated Statements of Operations and Accumulated
Deficit for the three months and nine months ended
September 30, 2002 and 2001. (Unaudited) |  | 3   
|              
|               |  | Consolidated Statement of Shareholders Equity (Unaudited)                                                                                        |  | 4   
|              
|               |  | Consolidated Statements of Cash Flows for each of the
nine months ended September 30, 2002 and 2001. (Unaudited)                                  |  | 5   
|              
|               |  | Notes to Consolidated Financial Statements. (Unaudited)                                                                                           |  | 6   
|              
|Item 2.        |  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                         |  | 9   
|              
|Item 3.        |  | CONTROLS AND PROCEDURES                                                                                                                           |  | 10  
|              
|Signatures     |  | 11                                                                                                                                               
|              
|Certifications |  | 12                                                                                                                                               





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##### Table of Contents






PART 1. FINANCIAL INFORMATION




Item 1. FINANCIAL STATEMENTS

NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)




CONSOLIDATED BALANCE SHEET


SEPTEMBER 30, 2002 (UNAUDITED)


|                                                                                                        |                                               |                                             |          |                    |          |  
|------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------------------------- | -------- | ------------------ | -------- | -
|                                                                                                        |                                               |                                             |          | September 30, 2002
|                                                                                                        |                                               |                                             |          |                   
|Assets                                                                                                  |                                               |                                             |          |                   
|Current assets:                                                                                         |                                               |                                             |          |                   
|                                                                                                        | Cash                                          |                                             | $        | 208,886            |         
|Non-current Assets                                                                                      |                                               |                                             |          |                   
|                                                                                                        | Equipment                                     |                                             |          | 1,661              |         
|Intangible assets:                                                                                      |                                               |                                             |          |                   
|                                                                                                        | Organizational costs, net of amortization     |                                             |          | 2,956              |         
|                                                                                                        | Deferred financing costs, net of amortization |                                             |          | 9,253              |         
|                                                                                                        |                                               |                                             |          |                   
|                                                                                                        |                                               | Total Assets                                |          | $                  | 222,756  |  
|                                                                                                        |                                               |                                             |          |                   
|Liabilities and Shareholders Equity                                                                     |                                               |                                             |          |                   
|Current Liabilities:                                                                                    |                                               |                                             |          |                   
|                                                                                                        | Accounts payable and accrued expenses         |                                             | $        | 3,209              |         
|Long-term liabilities:                                                                                  |                                               |                                             |          |                   
|                                                                                                        | Notes payable                                 |                                             |          | 390,250            |         
|                                                                                                        |                                               |                                             |          |                   
|                                                                                                        |                                               | Total liabilities                           |          |                    | 393,459  |  
|                                                                                                        |                                               |                                             |          |                   
|Shareholders Deficit:                                                                                  |                                               |                                             |          |                   
|Common stock, $.0001 par value, 50,000,000 shares authorized,
10,599,998 shares issued and outstanding. |                                               |                                             | 1,060    |                   
|                                                                                                       
|Preferred stock, $.01 par value, 5,000,000, shares authorized.                                          |                                               |                                             |          |                   
|Capital
in excess of par value                                                                          |                                               |                                             | 96,060   |                   
|                                                                                                        |                                               |                                             |          |                   
|Accumulated deficit                                                                                     |                                               |                                             | (267,823 | )                 
|                                                                                                        |                                               |                                             |          |                   
|                                                                                                        |                                               | Total shareholders deficit                 |          |                    | (170,703 | )
|                                                                                                        |                                               |                                             |          |                   
|                                                                                                        |                                               | Total Liabilities and Shareholders Deficit |          | $                  | 222,756  |  
|                                                                                                        |                                               |                                             |          |                   

See accompanying notes.

2



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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)




CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT


(UNAUDITED)


|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |       |        |        |       | 
|--------------------------------------------- | --------------- | ---------------------- | ------------------------ | ------------- | ----- | ------------------ | ---------- | ------------------ | ------ | ------------------ | ---------- | ------------------ | ------ | ------ | ---------- | ----- | ------ | ------ | ----- | 
|                                              |                 |                        |                          |               |       | Three-Month Period |            | Nine-Month Period 
|                                              |                 |                        |                          |               |       |                    |            |                   
|                                              |                 |                        |                          |               |       | July 1 to          |            | July 1 to          |        | January 1 to       |            | January 1 to      
|                                              |                 |                        |                          |               |       | September 30, 2002 |            | September 30, 2001 |        | September 30, 2002 |            | September 30, 2001
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                   
|Revenue                                       |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|                                              | Interest income |                        | $                        | 1,689         |       |                    | $          | 2,235              |        |                    | $          | 3,523              |        |        | $          | 6,224 |       
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|                                              |                 |                        |                          | Total Revenue |       | $                  | 1,689      |                    |        | $                  | 2,235      |                    |        | $      | 3,523      |       |        | $      | 6,224 | 
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Operating expenses:                           |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|                                              |                 | Amortization           |                          |               |       |                    |            | $                  | 1,914  |                    |            |                    |        |        |            | $     | 3,828  |       
|                                              |                 | Marketing expense      |                          |               |       |                    |            |                    | 2,500  |                    |            |                    |        |        |            |       | 37,750 |       
|                                              |                 | Legal and accounting   |                          | $             | 6,876 |                    |            |                    | 21,114 |                    |            | $                  | 20,593 |        |            |       | 41,154 |       
|                                              |                 | Licenses and fees      |                          |               | 50    |                    |            |                    | 345    |                    |            |                    | 350    |        |            |       | 4,297  |       
|                                              |                 | Management fees        |                          |               | 3,900 |                    |            |                    | 4,100  |                    |            |                    | 11,500 |        |            |       | 8,000  |       
|                                              |                 | Administrative expense |                          |               | 274   |                    |            |                    | 400    |                    |            |                    | 2,241  |        |            |       | 944    |       
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|                                              |                 |                        | Total operating expenses |               |       | 11,100             |            |                    |        | 27,873             |            |                    |        | 34,684 |            |       |        | 95,973 |      
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Net loss before income taxes                  |                 |                        | (9,411                   | )             |       |                    | (25,638    | )                  |        |                    | (31,161    | )                  |        |        | (89,749    | )    
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Other Changes                                 |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Loss of Escrow deposit                        |                 |                        | (100,000                 | )             |       |                    |            |                    |        |                    | (100,000   | )                  |        |        |            |      
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Provision for income tax                      |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Net loss                                      |                 |                        | (9,411                   | )             |       |                    | (25,638    | )                  |        |                    | (131,161   | )                  |        |        | (89,749    | )    
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Accumulated deficit  beginning of period     |                 |                        | (258,412                 | )             |       |                    | (67,499    | )                  |        |                    | (136,662   | )                  |        |        | (3,388     | )    
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Accumulated deficit  end of period           |                 | $                      | (267,823                 | )             |       | $                  | (93,137    | )                  |        | $                  | (267,823   | )                  |        | $      | (93,137    | )    
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Weighted average number of shares outstanding |                 |                        | 10,599,998               |               |       |                    | 10,000,000 |                    |        |                    | 10,599,998 |                    |        |        | 10,000,000 |      
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      
|Net loss per share                            |                 | $                      | 0.0009                   |               |       | $                  | 0.003      |                    |        | $                  | 0.01       |                    |        | $      | 0.009      |      
|                                              |                 |                        |                          |               |       |                    |            |                    |        |                    |            |                    |        |        |            |      

See accompanying notes.

3



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NEWCOURT HOLDINGS,INC.
(a Development Stage Enterprise)




CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY


SEPTEMBER 30, 2002 (UNAUDITED)


|                                                         |  |               |            |        |  |           |       |              |  |        |        |   |  |   |          |   |  |   |          |   |  | 
|-------------------------------------------------------- |  | ------------- | ---------- | ------ |  | --------- | ----- | ------------ |  | ------ | ------ | - |  | - | -------- | - |  | - | -------- | - |  | 
|                                                         |  | Common Shares |            |        |  |           |       |              |  |        |        |   |  |   |          |  
|                                                         |  |               |            |        |  |           |       | (Accumulated |  |        |        |   |  |  
|                                                         |  | Number        |            | Amount |  | Par Value |       | Deficit)     |  | Totals |        |  
|                                                         |  |               |            |        |  |           |       |              |  |        |        |  
|Balance  January 31, 2001                               |  |               | 10,000,000 |        |  | $         | 1,000 |              |  | $      | 5,970  |   |  | $ | (3,388   | ) |  | $ | 3,732    |   |  | 
|Capital contributions                                    |  |               |            |        |  |           |       |              |  |        | 150    |   |  |   |          |   |  |   |          |   |  | 
|Net loss for the period January 1,
to September 30, 2001 |  |               |            |        |  |           |       |              |  |        |        |   |  |   | (89,749  | ) |  |   | (89,749  | ) |  | 
|                                                         |  |               |            |        |  |           |       |              |  |        |        |   |  |   |          |   |  |   |          |   |  | 
|Balance  September 30, 2001                             |  |               | 10,000,000 |        |  | $         | 1,000 |              |  | $      | 6,120  |   |  | $ | (93,137  | ) |  | $ | (86,017  | ) |  | 
|                                                         |  |               |            |        |  |           |       |              |  |        |        |   |  |   |          |   |  |   |          |   |  | 
|Balance  January 31, 2002                               |  |               | 10,000,000 |        |  | $         | 1000  |              |  | $      | 96,120 |   |  | $ | (136,662 | ) |  | $ | (39,542  | ) |  | 
|Shares Sold                                              |  |               | 599,998    |        |  |           | 60    |              |  |        | (60    | ) |  |   |          |   |  |   |          |   |  | 
|Net loss for the period January
1 to September 30, 2002  |  |               |            |        |  |           |       |              |  |        |        |   |  |   | (131,161 | ) |  |   | (131,161 | ) |  | 
|                                                         |  |               |            |        |  |           |       |              |  |        |        |   |  |   |          |   |  |   |          |   |  | 
|Balance  September 30, 2002                             |  |               | 10,599,998 |        |  | $         | 1,060 |              |  | $      | 96,060 |   |  | $ | (267,823 | ) |  | $ | (170,703 | ) |  | 
|                                                         |  |               |            |        |  |           |       |              |  |        |        |   |  |   |          |   |  |   |          |   |  | 

See accompanying notes.

4



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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)




CONSOLIDATED STATEMENT OF CASH FLOWS


SEPTEMBER 30, 2002 (UNAUDITED)


|                                                                           |                                          |   |               |         |               |   |         |         |  
|-------------------------------------------------------------------------- | ---------------------------------------- | - | ------------- | ------- | ------------- | - | ------- | ------- | -
|                                                                           |                                          |   | September 30, |         | September 30,
|                                                                           |                                          |   | 2002          |         | 2001         
|                                                                           |                                          |   |               |         |              
|Cash flows from operating activities                                       |                                          |   |               |         |               |   |         |        
|Net loss                                                                   |                                          | $ | (131,161      | )       |               | $ | (64,111 | )      
|Adjustments to reconcile net loss to net cash used
by operating activities |                                          |   |               |         |               |   |         |        
|Amortizations                                                              |                                          |   |               |         |               |   | 1,914   |        
|Changes in assets and liabilities:                                         |                                          |   |               |         |               |   |         |        
|Decrease in escrow deposits                                                |                                          |   | 100,000       |         |               |   |         |        
|Increase in deferred financing costs                                       |                                          |   |               |         |               |   | (13,219 | )      
|Decrease in accounts payable and accrued expenses                          |                                          |   | (3,966        | )       |               |   |         |        
|                                                                           |                                          |   |               |         |               |   |         |        
|                                                                           | Net cash used in operating activities    |   | $             | (35,127 | )             |   | $       | (77,551 | )
|                                                                           |                                          |   |               |         |               |   |         |        
|Cash flow from investing activities:                                       |                                          |   |               |         |               |   |         |        
|Purchase of equipment                                                      |                                          |   |               |         |               |   | (2,135  | )      
|                                                                           |                                          |   |               |         |               |   |         |        
|                                                                           | Net cash used by investing activities    |   | $             |         |               |   | $       | (2,135  | )
|                                                                           |                                          |   |               |         |               |   |         |        
|Cash flow from financing activities:                                       |                                          |   |               |         |               |   |         |        
|Proceeds from notes payable                                                |                                          |   |               |         |               |   | 390,250 |        
|                                                                           |                                          |   |               |         |               |   |         |        
|                                                                           | Net cash flows from financing activities |   |               |         |               |   |         | 390,250 |  
|                                                                           |                                          |   |               |         |               |   |         |        
|Net (decrease) increase in cash                                            |                                          |   | (35,127       | )       |               |   | 312,699 |        
|Cash and cash equivalents  beginning of year                              |                                          |   | 244,013       |         |               |   |         |        
|                                                                           |                                          |   |               |         |               |   |         |        
|Cash and cash equivalents  end of period                                  |                                          | $ | 208,886       |         |               | $ | 312,699 |        
|                                                                           |                                          |   |               |         |               |   |         |        
|Reconciliation of net loss to net cash used by
operating activities        |                                          |   |               |         |               |   |         |        
|Cash paid to suppliers and vendors                                         |                                          |   | (35,127       | )       |               |   | (77,551 | )      
|                                                                           |                                          |   |               |         |               |   |         |        
|Net cash used in operating activities                                      |                                          | $ | (35,127       | )       |               | $ | (77,551 | )      
|                                                                           |                                          |   |               |         |               |   |         |        

See accompanying notes.

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NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)




NOTES TO CONSOLIDATED STATEMENT


SEPTEMBER 30, 2002 (UNAUDITED)


Note 1  Organization

Nature of Operations

Newcourt Holdings, Inc. (a development stage enterprise) (the Company) was
incorporated in Florida on December 17, 1999 (inception of development stage).
The Company intends to effect an asset acquisition, merger, exchange of capital
stock, or other business combination with profitable domestic businesses in the
plastic and disposable medical and surgical product industries.

The Companys ability to commence operations is contingent upon its ability to
identify a prospective target business or raise the capital it may require
through the issuance of equity securities, debt securities, bank borrowings, or
a combination thereof.

Note 2  Summary Of Significant Accounting Policies And Organization

Basis of Accounting

The Company prepares its financial statements on the accrual basis of
accounting in accordance with generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include the operation, assets and
liabilities of Newcourt Holdings, Inc. and its subsidiary, Newcourt Capital
Holdings, Inc. All significant intercompany accounts and transactions have
been eliminated.

Use of Estimates

In preparing financial statements to conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reported period. Actual results could
differ from those estimates.

Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly
liquid investments with original maturities of three months or less at the time
of purchase to be cash equivalents.

Note 2  Summary Of Significant Accounting Policies And Organization (Contd.)

Organizational Costs

Organizational costs will be amortized by the straight-line method over a
five-year period.

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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED STATEMENT
SEPTEMBER 30, 2002 (UNAUDITED)

Deferred Financing Costs

Deferred financing costs will be amortized by the straight-line method over a
five-year period.

Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (Statement 109). Under Statement 109, deferred tax assets and
liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying amounts to existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to be recovered or
settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There was no current income tax expense in the
period ended September 30, 2002 and September 30, 2001, due to the net loss.
Any deferred tax asset resulting from the loss has been fully offset by a
valuation allowance.

Earnings Per Share

Net loss per common share for the period from December 17, 1999 (inception of
development stage) to September 30, 2002, is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting Standards
No. 128, Earnings per Share. There were 10,599,998 shares outstanding at
September 30, 2002.

Note 3  Concentration of Credit Risk

The Company maintains its cash balances in a financial institution located in
Miami, Florida. The balance is insured by the Federal Deposit Insurance
Corporation up to $100,000. At September 30, 2002, the balance exceeded FDIC
insurance limits as follows:

|                  |                            |   |         |          |  
|----------------- | -------------------------- | - | ------- | -------- | -
|Bank of America   |                            | $ | 208,886 |         
|                  | Less: FDIC Insurance Limit |   |         | (100,000 | )
|                  |                            |   |         |         
|Uninsured Balance |                            | $ | 108,886 |         
|                  |                            |   |         |         

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NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED STATEMENT
SEPTEMBER 30, 2002 (UNAUDITED)

Note 4  Notes Payable

At September 30, 2002, the Company has two notes payable to Equity Management
Partners LLC in the amount of $290,250 and $100,000. These notes were executed
on February 14, 2001. Interest rate on both notes is 7% per annum. Both
interest and principle on the notes become due on February 15, 2004.

Shareholders of Newcourt Holdings, Inc. are also shareholders of Equity
Management Partners. At September 30, 2002, maturities were as follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2002 |  | $ | 459,490 | 
|2003 |  | $ | 470,254 | 
|2004 |  | $ | 503,172 | 

Note 5  Shareholders Equity

On December 17, 1999, the Company sold 10,000,000 shares of its common stock
as its initial capitalization. The Companys Amended and Restated Articles of
Incorporation authorize 50,000,000 shares of common stock, par value $.0001 per
share, and 5,000,000 shares preferred stock, par value $.01 per share. As of
September 30, 2002, 10,599,998 shares of the Companys 50,000,000 shares of
authorized common stock were issued and outstanding and no shares of preferred
stock were issued and outstanding.

Note 6  Acquisition

On March 2, 2001, the Company consummated a share exchange which resulted in a
change of control of the Company pursuant to the terms of the Agreement for the
Exchange of Common Stock, dated March 2, 2001 (the Agreement), among the
Company, Equity Management Partners, LLC, a Florida limited liability company
(Equity Management), and Goldco Properties Limited Partnership (Goldco).
Under the Agreement, Equity Management acquired 9,000,000 and 200,000 shares of
common stock of the Company, par value $.001 per share, from the Company and
Goldco, respectfully, in exchange for all of the issued and outstanding shares
of Newcourt Capital Holdings, Inc. (Newcourt), a Florida corporation and
wholly-owned subsidiary of Equity Management. As a result of the closing of
this transaction, Newcourt became a wholly-owned subsidiary of the Company.

Note 7  Related Parties

During the year 2001, the Company received notes payable from Equity Management
Partners (whose board members are also board members of the Company) in the
amount of $390,250, bearing interest at the rate of 7% annually. All
indebtedness under on the notes is due by February 15, 2004. Also, certain
board members received management fees to perform and conduct the business of
the Company. Management fees at September 30, 2002 were $11,500.

8



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company is considered a development stage company with limited assets
and capital, and with no operations or operating income. Since March 2, 2001,
the Company has operated out of the headquarters of Equity Holdings Group,
Inc., an affiliate of the Company.

Plan of Operation

The Company has entered into a month-to-month agreement with Equity
Holdings Group, Inc., an affiliated company, whereby the Company pays a $200
monthly flat fee to occupy the premises and for secretarial and administrative
support services. The Companys current operating plan is to: (a) handle the
administrative and reporting requirements of a public company and (b) search
for a business acquisition.

In the three and nine month periods ended September 30, 2002, the Company
disbursed $11,100 and $34,684, respectively, for various services, of which
$3,900 and $11,500, respectively, went toward management services pursuant to a
month to month management agreement in which the Company pays its President,
Executive Vice President, and Vice President $1,000, $200 and $100 per month,
respectively, for management services.

On August 8, 2001, the Company entered into a non-binding a letter of
intent to acquire the assets and business of Advanced Plastics Unlimited, Inc,
a plastics manufacturer, for $2.5 million in cash and notes and engaged its
accountants to assist it in conducting due diligence and other professional
service firms to perform an appraisal of the target companys assets.
Subsequently, the Company provided Advanced Plastics with a $100,000 escrow
deposit toward the purchase price. As of March 31, 2002, the Company had not
been able to complete its financing arrangements and consequently forfeited its
deposit. However, the Company was able to reach a verbal agreement with
Advanced Plastics in which Advanced Plastics agreed to provide a credit to the
Company in the amount of the deposit should the Company complete the
acquisition of Advanced Plastics before Advanced Plastics enters into a new
sales contract with another buyer. As of September 30, 2002, Advanced Plastics
had not entered into an alternative sales contract with any other buyer. The
Company has not been able to secure the financing needed to complete this
transaction and is now negotiating to acquire two operating companies which are
50% owned by the President of the Company. If the Company is able to reach an
agreement with the two companies, the acquisition would be accomplished
pursuant to a share exchange, whereby the President of the Company and an
unaffiliated third party would exchange their shares of the two companies for
the stock of the Company. As a result, the two companies would become
subsidiaries of the Company and the President and the third party would be
issued a controlling equity interest in the Company.

As of September 30, 2002, the Company had $208,886 in cash, which
management believes is sufficient to meet its current monthly cash needs for at
least the next twelve months.

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Item 3. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer (collectively, the
Certifying Officers) are responsible for establishing and maintaining
disclosure controls and procedures for us. Such officers have concluded (based
upon their evaluation of these controls and procedures as of a date within 90
days of the filing of this report) that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.

The Certifying Officers also have indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.

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SIGNATURES

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

|                         |  |                            
|------------------------ |  | ---------------------------
|                         |  | NEWCOURT HOLDINGS, INC.    
|                        
|                        
|                        
|                        
|Dated: November 14, 2002 |  | /s/ McIvan A. Jarrett      
|                         |  |                            
|                         |  | McIvan A. Jarrett
President

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Newcourt Holdings, Inc. on Form
10-QSB for the quarter ending September 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof, I, McIvan Jarrett, the Chief
Executive Officer and Chief Financial Officer of the Company, certify, pursuant
to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, that:

1.     I have reviewed this quarterly report on Form 10-QSB of Newcourt
Holdings, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation,
to the registrants auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weakness in internal controls;
and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                                
|----------------------- |  | -------------------------------------------------------------------------------
|Date: November 14, 2002 |  |                                                                                
|                        |  | /s/ McIvan Jarrett                                                             
|                        |  |                                                                                
|                        |  | Name: McIvan Jarrett
Title: Chief Executive Officer and Chief Financial Officer

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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Newcourt Holdings, Inc. (the
Company) on Form 10-QSB for the period ended September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the Report), I,
McIvan Jarrett, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of
the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

|                  |  |                                                                   
|----------------- |  | ------------------------------------------------------------------
|                  |  | /s/ McIvan Jarrett                                                
|                  |  |                                                                   
|                  |  | McIvan Jarrett
Chief Executive Officer
and Chief Financial OFficer
|November 14, 2002 |  |                                                                   

13