##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB/A

(Amendment No. 1)


|               |                                                                                   |                                                                                   
|-------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|(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                                                                                
|[  ]           |                                                                                   | 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 |  | (I.R. S. Employer Identification No.)
|incorporation or organization)  |  |                                      

|                                                                                  
|----------------------------------------------------------------------------------
|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 [  ]

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 [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 12, 2002, there were 10,599,998 shares of the registrants
common stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [  ];
No [X]





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##### 



Explanatory Note

Newcourt Holdings, Inc. amends its Quarterly Report on Form 10-QSB (the
Report) for the quarterly period ended September 30, 2002 (filed on November
14, 2002), as set forth in this Form 10-QSB/A (Amendment No. 1), to revise its
previously issued financial statements and expand the managements discussion
and analysis of the revised financial statements. See Item 1, Financial
Statements, including the Notes to Financial Statements, and Item 2,
Managements Discussion and Analysis or Plan of Operations of this Amendment
No. 1, for the impact of the revisions.

In addition, as required by Rule 12b-15 promulgated under the Securities
Exchange Act of 1934, as amended, the issuers principal executive and
financial officer is providing new Rule 13a-14 certifications in connection
with this Amendment No. 1.

Except as described above, no other changes have been made to the Report.
This Amendment No. 1 does not update any other disclosure in the Report to
reflect developments since the original date of filing.

-2-



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##### 



PART I

Item 1. Financial Statements.

|                                           |                                                                                                                                                                                                                                   |      |      |   | 
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---- | - | 
|TABLE OF CONTENTS                          |                                                                                                                                                                                                                                   | PAGE
|Consolidated Financial Statements:         |                                                                                                                                                                                                                                   |      |      |  
|                                           | Condensed Consolidated Balance Sheet (unaudited) as of September 30, 2002                                                                                                                                                         |      |      | 4 | 
|                                           | Condensed Consolidated Statements of Operations (unaudited) for the
three months ended September 30, 2002 and 2001, nine months ended
September 30, 2002 and 2001 and from January 1, 2001 (inception) through
September 30, 2002 |      |      | 5 | 
|                                           | Condensed Consolidated Statements of Changes in Shareholders Deficit
(unaudited) as of September 30, 2002                                                                                                                        |      |      | 6 | 
|                                           | Condensed Consolidated Statements of Cash Flows (unaudited) for the nine
months ended September 30, 2002 and 2001 and from January 1, 2001
(inception) through September 30, 2002                                                 |      |      | 7 | 
|Notes to Consolidated Financial Statements |                                                                                                                                                                                                                                   |      | 8-10 |  

-3-



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002 (UNAUDITED)

ASSETS




|                                      |                                                                                                       |                                             |   |          |               |   | 
|------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------- | - | -------- | ------------- | - | 
|                                      |                                                                                                       |                                             |   |          | September 30,
|                                      |                                                                                                       |                                             |   |          | 2002         
|                                      |                                                                                                       |                                             |   |          |              
|Current assets:                       |                                                                                                       |                                             |   |         
|                                      | Cash                                                                                                  |                                             | $ | 208,886  |              
|Non-current assets:                   |                                                                                                       |                                             |   |         
|                                      | Equipment, net                                                                                        |                                             |   | 1,305    |              
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total assets                                |   | $        | 210,191       |  
|                                      |                                                                                                       |                                             |   |         
|LIABILITIES
AND SHAREHOLDERS DEFICIT
|Current liabilities:                  |                                                                                                       |                                             |   |         
|                                      | Accounts payable and accrued expenses                                                                 |                                             | $ | 3,209    |              
|Long-term debt:                       |                                                                                                       |                                             |   |         
|                                      | Notes payable                                                                                         |                                             |   | 432,451  |              
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total liabilities                           |   |          | 435,660       |  
|                                      |                                                                                                       |                                             |   |         
|Shareholders deficit:                |                                                                                                       |                                             |   |         
|                                      | Preferred stock, $.01 par value; 5,000,000 shares authorized;
no shares issued or outstanding         |                                             |   |         |              
|                                      | Common stock, $.001 par value; 50,000,000 shares authorized;
10,599,998 shares issued and outstanding |                                             |   | 10,600   |              
|                                      | Additional paid-in capital                                                                            |                                             |   | 79,400   |              
|                                      | Accumulated deficit                                                                                   |                                             |   | (315,469 | )            
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total shareholders deficit                 |   |          | (225,469      | )
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total liabilities and shareholders deficit |   | $        | 210,191       |  
|                                      |                                                                                                       |                                             |   |         




-4-



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##### 



Condensed Consolidated Statements of Operations (unaudited) for the three
months ended September 30, 2002 and 2001, nine months ended September 30, 2002
and 2001 and from January 1, 2001 (inception) through September 30, 2002

|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |             |         |  
|----------------------------------------------------- | -------------------------- | ---------------------------- | ---------- | ------------------ | ------ | ----------------- | ---------- | ------------- | ------ | ---- | ---------- | ------- | ------- | - | --------- | ------- | ------ | - | -------- | ----------- | ------- | -
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          | January 1  
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          | 2001       
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          | (inception)
|                                                      |                            |                              |            | Three Months Ended |        | Nine Months Ended |            | through      
|                                                      |                            |                              |            | September 30,      |        | September 30,     |            | September 30,
|                                                      |                            |                              |            | 2002               |        | 2001              |            | 2002          |        | 2001 |            | 2002   
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |        
|Operating expenses:                                   |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|                                                      | Depreciation               |                              | $          | 118                |        |                   | $          | 118           |        |      | $          | 356     |         |   | $         | 356     |        |   | $        | 830         |        
|                                                      | Marketing expense          |                              |            |                   |        |                   |            | 2,500         |        |      |            |        |         |   |           | 37,750  |        |   |          | 40,364      |        
|                                                      | Legal and accounting       |                              |            | 6,876              |        |                   |            | 21,114        |        |      |            | 20,593  |         |   |           | 41,154  |        |   |          | 78,011      |        
|                                                      | Liscenses and fees         |                              |            | 50                 |        |                   |            | 345           |        |      |            | 350     |         |   |           | 4,297   |        |   |          | 4,647       |        
|                                                      | Management fees            |                              |            | 3,900              |        |                   |            | 4,100         |        |      |            | 11,500  |         |   |           | 8,000   |        |   |          | 23,400      |        
|                                                      | Administrative expense     |                              |            | 274                |        |                   |            | 400           |        |      |            | 2,241   |         |   |           | 944     |        |   |          | 4,456       |        
|                                                      | Consulting and commissions |                              |            |                   |        |                   |            |              |        |      |            |        |         |   |           |        |        |   |          | 18,463      |        
|                                                      | Loss on escrow deposit     |                              |            |                   |        |                   |            |              |        |      |            | 100,000 |         |   |           |        |        |   |          | 100,000     |        
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|                                                      |                            | Total operating expenses     |            |                    | 11,218 |                   |            |               | 28,577 |      |            |         | 135,040 |   |           |         | 92,501 |   |          |             | 270,171 |  
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|Other income (expense):                               |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|                                                      | Interest income            |                              |            | 1,689              |        |                   |            | 2,235         |        |      |            | 3,523   |         |   |           | 6,224   |        |   |          | 11,122      |        
|                                                      | Interest expense           |                              |            | (6,812             | )      |                   |            |              |        |      |            | (20,436 | )       |   |           | (13,219 | )      |   |          | (56,420     | )      
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|                                                      |                            | Total other income (expense) |            |                    | (5,123 | )                 |            |               | 2,235  |      |            |         | (16,913 | ) |           |         | (6,995 | ) |          |             | (45,298 | )
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|Loss before income taxes                              |                            |                              | (16,341    | )                  |        |                   | (26,342    | )             |        |      | (151,953   | )       |         |   | (99,496   | )       |        |   | (315,469 | )          
|Benefit (provision) for income taxes                  |                            |                              |           |                    |        |                   |           |               |        |      |           |         |         |   |          |         |        |   |         |            
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|Net loss                                              |                            | $                            | (16,341    | )                  |        | $                 | (26,342    | )             |        | $    | (151,953   | )       |         | $ | (99,496   | )       |        | $ | 315,469  |            
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|Net loss per share  basic and diluted                |                            | $                            | (0.00      | )                  |        | $                 | (0.00      | )             |        | $    | (0.01      | )       |         | $ | (0.01     | )       |        |   |          |            
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            
|Weighted average number of shares  basic and diluted |                            |                              | 10,599,998 |                    |        |                   | 10,000,000 |               |        |      | 10,352,939 |         |         |   | 9,823,529 |         |        |   |          |            
|                                                      |                            |                              |            |                    |        |                   |            |               |        |      |            |         |         |   |           |         |        |   |          |            

-5-



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##### 



Condensed Consolidated Statements of Changes
in Shareholders Deficit (unaudited) as of September 30, 2002




|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|----------------------------------------------------- |  | ---------------- | ---------- | ---------- |  | ----------- | ------ | ------- |  | ----- | ------- | - |  | - | -------- | - |  | - | -------- | -
|                                                      |  | Common Stock     |            | Additional |  |             |        |         |  |       |         |  
|                                                      |  |                  |            | Paid-in    |  | Accumulated |        |         |  |      
|                                                      |  | Number of Shares |            | Amount     |  | Capital     |        | Deficit |  | Total
|                                                      |  |                  |            |            |  |             |        |         |  |      
|Balance  January 1, 2001                             |  |                  |           |            |  | $           |       |         |  | $     |        |   |  | $ |         |   |  | $ |         |  
|Capital contributions                                 |  |                  | 9,200,000  |            |  |             | 9,200  |         |  |       | (8,200  | ) |  |   |         |   |  |   | 1,000    |  
|Acquisition of net liabilities of
Technology Ventures |  |                  | 800,000    |            |  |             | 800    |         |  |       | (1,800  | ) |  |   |         |   |  |   | (1,000   | )
|Net loss  December 31, 2001                          |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (163,516 | ) |  |   | (163,516 | )
|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|Balance  December 31, 2001                           |  |                  | 10,000,000 |            |  |             | 10,000 |         |  |       | (10,000 | ) |  |   | (163,516 | ) |  |   | (163,516 | )
|Common stock issued                                   |  |                  | 599,998    |            |  |             | 600    |         |  |       | 89,400  |   |  |   |         |   |  |   | 90,000   |  
|Net loss  September 30, 2002                         |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (151,953 | ) |  |   | (151,953 | )
|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|Balance  September 30, 2002                          |  |                  | 10,599,998 |            |  | $           | 10,600 |         |  | $     | 79,400  |   |  | $ | (315,469 | ) |  | $ | (225,469 | )
|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  




-6-



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##### 



Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months
ended September 30, 2002 and 2001 and
from January 1, 2001 (inception) through September 30, 2002

|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |          |                 |        | 
|------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------ | -------- | ----------------- | ------- | ------------- | ------- | ------ | ------- | -------- | -------- | --------------- | ------ | 
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |          | January 1, 2001
|                                                  |                                                                            |                                              |                                                              |          | Nine Months Ended |         | (inception)  
|                                                  |                                                                            |                                              |                                                              |          | September 30      |         | through      
|                                                  |                                                                            |                                              |                                                              |          |                   |         | September 30,
|                                                  |                                                                            |                                              |                                                              |          | 2002              |         | 2001          |         | 2002  
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |       
|Net cash provided by operating activities:        |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|                                                  | Net loss                                                                   |                                              | $                                                            | (151,953 | )                 |         | $             | (99,496 | )      |         | $        | (315,469 | )              
|                                                  | Adjustments to reconcile net loss to net cash used in
operating activities |                                              |                                                              |          |                   |         |               |         |        |         |          |          |                
|                                                  |                                                                            | Depreciation                                 |                                                              |          | 356               |         |               |         | 356    |         |          |          | 830             |       
|                                                  |                                                                            | Changes in operating assets and liabilities: |                                                              |          |                   |         |               |         |        |         |          |          |                 |       
|                                                  |                                                                            |                                              | Decrease (increase) in escrow deposits                       |          |                   | 100,000 |               |         |        | (25,000 | )        |          |                 |       | 
|                                                  |                                                                            |                                              | (Decrease) increase in accounts payable
and accrued expenses |          |                   | (3,966  | )             |         |        |        |          |          |                 | 2,209  | 
|                                                  |                                                                            |                                              | Increase in accrued interest                                 |          |                   | 20,436  |               |         |        |        |          |          |                 | 43,201 | 
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Net cash used in operating activities             |                                                                            |                                              | (35,127                                                      | )        |                   |         | (124,140      | )       |        |         | (269,229 | )       
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Cash flows from investing activities:             |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|                                                  | Purchase of equipment                                                      |                                              |                                                              |         |                   |         |               | (2,135  | )      |         |          | (2,135   | )              
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Cash flows for financing activities:              |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|                                                  | Common stock subscription payable                                          |                                              |                                                              |         |                   |         |               |        |        |         |          | 90,000   |                
|                                                  | Proceeds from notes payable                                                |                                              |                                                              |         |                   |         |               | 389,250 |        |         |          | 389,250  |                
|                                                  | Proceeds from sale of common stock                                         |                                              |                                                              |         |                   |         |               | 1,000   |        |         |          | 1,000    |                
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Net cash provided by financing activities         |                                                                            |                                              |                                                             |          |                   |         | 390,250       |         |        |         | 480,250  |         
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Net (decrease) increase in cash and equivalents   |                                                                            |                                              | (35,127                                                      | )        |                   |         | 263,975       |         |        |         | 208,886  |         
|Cash at beginning of period                       |                                                                            |                                              | 244,013                                                      |          |                   |         |              |         |        |         |         |         
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Cash at end of period                             |                                                                            | $                                            | 208,886                                                      |          |                   | $       | 263,975       |         |        | $       | 208,886  |         
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|Supplemental disclosure of cash flow information: |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|                                                  | Cash paid during the period for:                                           |                                              |                                                              |          |                   |         |               |         |        |         |          |          |                
|                                                  |                                                                            | Interest                                     |                                                              | $        |                  |         |               | $       | 13,219 |         |          | $        | 13,219          |       
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         
|                                                  |                                                                            | Income taxes                                 |                                                              | $        |                  |         |               | $       |       |         |          | $        |                |       
|                                                  |                                                                            |                                              |                                                              |          |                   |         |               |         |        |         |          |         

-7-



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##### 



NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

(Unaudited)

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Newcourt Holdings, Inc. (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
Regulation SB.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) which are necessary for a fair presentation for the periods
presented have been included. Certain information and footnotes disclosures
normally included in the consolidated financial statements prepared in
accordance with generally accepted accounting principles have been omitted. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2001. The results of operations for the nine months ended
September 30, 2002 are not necessarily indicative of the results to be expected
for the full year.

The Company (a development stage company) began operations in January 2001
(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 patent industries.

The Company has no revenues to date. Since its inception, the Company has been
dependent upon the receipt of capital investment or other financing to fund its
continuing activities. In addition to the normal risks associated with a new
business venture, there can be no assurance that the Companys product
development will be successfully completed or that it will be a commercial
success. Further the Company is dependent upon certain related parties to
provide continued funding and capital resources. 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.

Correction of Errors

These financial statements were previously issued and filed with the SEC on
November 12, 2002. We have determined that the acquisition of Newcourt Capital
Holdings, Inc. was incorrectly recorded on the balance sheet. For accounting
purposes, Newcourt Capital Holdings, Inc. was the accounting acquirer as more
fully described in Note 6.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

-8-



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##### 



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

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.

Earnings Per Share

Basic net earnings (loss) per common share are computed by dividing net
earnings (loss) applicable to common shareholders by the weighted-average
number of common shares outstanding during the period. Diluted net earnings
(loss) per common share is determined using the weighted-average number of
common shares outstanding during the period, adjusted for the dilutive effect
of common stock equivalents, consisting of shares that might be issued upon
exercise of common stock options. In periods when losses are reported, the
weighted-average number of common shares outstanding excluded common stock
equivalents, because of their inclusion would be anti-dilutive.

NOTE 3  CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in a financial institution located in
Miami, Florida. The Federal Deposit Insurance Corporation (FDIC) insures up
to $100,000. At September 30, 2002, the balance exceeded FDIC insurance limits
by $108,886.

NOTE 4  FAIR VALUE OF FINANCIAL INSTRUMENTS

The Companys financial instruments are accounts payable and notes payable.
The recorded value of the accounts payable approximate its fair value based on
its short-term nature. The recorded value of the notes payable approximates
its fair value based as its interest rate approximates the market rate.

NOTE 5  NOTES PAYABLE  RELATED PARTY

At September 30, 2002, the Company has two notes payable to Equity Management
Partners LLC (whose board members are also board members of the Company) in the
amount of $389,250. These notes were executed on February 14, 2001. The
interest rate on both notes is 7% per annum. Both interest and principle on
the notes becomes due on February 15, 2004.

NOTE 6  RELATED PARTY TRANSACTIONS

Certain board members received management fees to perform and conduct the
business of the Company. Management fees paid during the nine-month period
ended September 30, 2002 were $11,500.

NOTE 7  MERGER AGREEMENT

On March 2, 2001, the Company, which was then known as Technology Ventures
Group, Inc. (TVG), a public company, and Newcourt Capital Holdings, Inc., a
wholly owned subsidiary of Equity Management Partners, LLC (NCHI), entered
into an agreement to acquire all of the issued and outstanding shares of
capital stock of NCHI in exchange for 9,200,000 shares of TVGs capital stock.
For accounting purposes, the public shell merger was treated as a
recapitalization of NCHI. The value of the net assets of NCHI after the public
shell merger was the same as its historical book value.

As of March 2, 2001, TVG had 10,000,000 issued and outstanding shares of common
stock, of which persons that were previously shareholders of NCHI owned
9,200,000 shares, or approximately 92%. Persons who were previously
shareholders of TVG owned a total of 800,000 shares, or approximately 8% of the
issued and outstanding common stock. As a result of the closing of this
transaction, NCHI became a wholly subsidiary of TVG. On July

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18, 2001, the shareholders of TVG adopted Amended and Restated Articles of
Incorporation, which among other things, changed the name of TVG to Newcourt
Holdings, Inc.

NOTE 8  SHAREHOLDERS DEFICIT

In March 2001, the Company issued 9,200,000 common shares of its common stock
as its initial capitalization.

In April 2002, the Company issued 599,998 common shares for $90,000 to four
accredited investors, as defined in Rule 501 of Regulation D.

NOTE 9  OTHER MATTERS

On July 18, 2001 the Company conducted its first shareholders meeting. At the
meeting, shareholders approved certain amendments to the Companys Articles of
Incorporation including:



| | 1. |  | A change in the Company name from Technology Ventures Group, Inc.
to Newcourt Holdings, Inc.                                                                                                                                                                               
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | An increase in the number of shares which the corporation is
authorized to issue from 10,000,000 to 55,000,000; comprising
50,000,000 shares of common stock with a par value of $.001 per share
and 5,000,000 shares of preferred stock with a par value of $.01 per
share.

These amendments to the Articles of Incorporation have been officially filed
with the Secretary of State Division of Corporations in Florida effective July
30, 2001.

The shareholders also elected five (5) persons to the Board of Directors.

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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. 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.

On February 14, 2001, the Company issued two notes to Equity Management
Partners, LLC, an affiliate of the Company (Equity Management), which holds a
majority of the Companys outstanding voting power. The notes were issued in
the amount of $290,250 and $100,000, respectively, for a total of $390,250, at
an interest rate of 7% per annum with a maturity date of February 15, 2004. As
of September 30, 2002, the notes were outstanding and payable in full.

The Company invests the unused portion of the proceeds of notes in
interest-bearing bank accounts. For the period from February 15, 2001 through
September 30, 2002, the interest earned on the invested proceeds of the notes
amounted to $11,122. The Company has used, and continues to use, the proceeds
of the notes to fund its operations.

Since March 2, 2001, the Company has operated from premises rented from
The Equity Holding Group, Inc., an affiliate of the Company and Equity
Management (Equity Holding). The Company is a party to a month-to-month
agreement with Equity Holding pursuant to which the Company pays a flat monthly
fee of $200 to occupy the premises and for secretarial and administrative
support services.

During the quarterly period ended September 30, 2002, the Company
disbursed $11,218 for various services, of which $3,900 represented payment for
management services pursuant to a month-to-month management agreement pursuant
to which the Company pays its President, Executive Vice President, and Vice
President $1,000, $200 and $100 per month, respectively, for management
services. The majority of the operating expenses, $6,876, during the quarterly
period represented payment for legal and accounting services necessary to
comply with public company reporting requirements.

During the quarterly period ended September 30, 2001, the Company
disbursed $28,577, including $4,100 in management fees, $2,500 in marketing
related fees and $21,114 for legal fees, of which a portion was in connection
with the merger with the Companys predecessor, Technology Ventures Group. The
Company also incurred legal expenses during the preceding quarterly period in
connection with its annual shareholders meeting held on July 18, 2001,
including the cost of filing a proxy statement in connection with the meeting,
that were disbursed during the fiscal quarter ended September 30, 2001. The
proxy statement sought approval, among other things, of a change of name, as
well as an increase in the number of authorized shares.

The primary cause of the higher operating expenses for the quarterly
period ended September 30, 2002 in comparison with the quarterly period ended
September 30, 2001 was an aborted acquisition transaction involving Advanced
Plastics Unlimited, Inc. (Advanced Plastics). On August 16, 2001, the
Company entered into a non-binding letter of intent to acquire the assets and
business of Advanced Plastics, a profitable plastics manufacturer with
$3,000,000 in sales, for $2.5 million in cash and notes. The Company 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 July 1, 2002, the Company had not
been able to complete its financing arrangements on terms that would enable it
to consummate the contemplated transaction and, consequently, forfeited its
deposit. Subsequently, however, the Company was able to reach a verbal
agreement with Advanced Plastics pursuant to 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 a
transaction with Advanced Plastics and is now negotiating a merger with two
operating companies. Our President owns 50% of the outstanding common stock of
each of the operating companies. If the Company reaches an agreement with the
two companies, the merger would be accomplished pursuant to a share exchange,
pursuant to which the President and an unaffiliated

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third party who holds the remaining 50% of the common stock of each
company would exchange their shares of the two companies common stock for the
securities of the Company. As a result, the two companies would become wholly
owned subsidiaries of the Company and the President and the third party would
be issued a controlling equity interest in the Company.

For the nine-month period ended September 30, 2002, the Company incurred a
total of $135,040 in expenses of which $100,000 represented the loss of our
escrow deposit, $20,593 was disbursed for various legal services and $11,500
represented payment of management fees pursuant to the above described
management agreements. The remaining expenses consisted of $2,241 for
administrative services and $350 in licensing fees. In the comparable
nine-month period ended September 30, 2001, the Company incurred $95,973 in
operating expenses, of which $37,750 represented marketing expenses
attributable to its investor relations and equity raising development efforts,
$41,150 represented payment of legal and accounting services, $8,000
represented payment of management fees and approximately $4,297 represented the
cost of annual renewals of business licenses and SEC filing fees.

The Companys basic administrative overhead expenses are minimal. As of
September 30, 2002, the Company had $220,886 in cash, which management believes
is sufficient to meet its current monthly administrative cash needs for at
least the next twelve months. The Company, however, will require substantial
additional financing to consummate its acquisition and growth programs. There
can be no assurances that such financing will be available on terms acceptable
to the Company, or at all.

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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.                                                  
|                    
|                     |  |                                                                          
|                    
|Date: March 28, 2003 |  | /s/ McIvan A. JarrettMcIvan A. Jarrett, Chairman, President and
Treasurer

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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/A (Amendment No. 1) for the quarterly period ended September 30, 2002,
as filed with the Securities and Exchange Commission on the date hereof, I,
McIvan A. 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 the quarterly report being filed;

2.     Based on my knowledge, the 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 the quarterly
report;

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

4.     The 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 issuer and have:



| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the quarterly report is being
prepared;
|
| | b) Evaluated the effectiveness of the issuers disclosure controls
and procedures as of a date within 90 days prior to the filing date of
the quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) Presented in the quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                    

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



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

6.     The other certifying officer and I have indicated in the 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: March 28, 2003 |  | /s/ McIvan A. JarrettName:  McIvan A. Jarrett
Title:   Chief Executive Officer
and Chief Financial Officer

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