##### 



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 March 31, 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.

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(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

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(Issuers telephone number)




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(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 April 30, 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 [      ] No [X]



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##### 



NEWCOURT HOLDINGS, INC.

INDEX

PART I. FINANCIAL INFORMATION

|                                                                                                                              |  |  |      |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  |  |  |  | 
|                                                                                                                              |  |  | PAGE
|                                                                                                                              |  |  |     
|Item 1. Financial Statements                                                                                                  |  |  |      | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Consolidated Balance Sheets as of March 31, 2002 and 2001
(Unaudited)                                                         |  |  | 3    | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Consolidated Statements of Operations and Accumulated Deficit for the three
months ended March 31, 2002 and 2001. (Unaudited) |  |  | 4    | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Consolidated Statements of Cash Flows for the three months ended March 31, 2002
and 2001. (Unaudited)                         |  |  | 5    | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Notes to Consolidated Financial Statements. (Unaudited)                                                                       |  |  | 6    | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Item 2. Managements Discussion and Analysis or Plan of Operation                                                             |  |  | 10   | 

2



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##### 



PART I

ITEM 1. Financial Statements.

NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

---



|                                                                                                       |                                               |                                             |          |                |          |               |         |         |         | 
|------------------------------------------------------------------------------------------------------ | --------------------------------------------- | ------------------------------------------- | -------- | -------------- | -------- | ------------- | ------- | ------- | ------- | 
|                                                                                                       |                                               |                                             |          | For the Three  |          | For the Three
|                                                                                                       |                                               |                                             |          | Months Ended   |          | Months Ended 
|Assets                                                                                                 |                                               | March 31, 2002                              |          | March 31, 2001
|                                                                                                       |                                               |                                             |          |                |          |              
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Current assets:                                                                                        |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Cash                                          |                                             | $        | 234,911        |          |               | $       | 238,742 |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Non-current Assets                                                                                     |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Equipment                                     |                                             |          | 1,661          |          |               |         |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Intangible assets:                                                                                     |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Organizational costs, net of amortization     |                                             |          | 2,956          |          |               |         | 4,732   |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Deferred financing costs, net of amortization |                                             |          | 9,253          |          |               |         | 13,219  |        
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|                                                                                                       |                                               | Total Assets                                |          | $              | 248,783  |               |         | $       | 356,693 | 
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|Liabilities and Shareholders Equity                                                                    |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Current Liabilities:                                                                                   |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Accounts payable and accrued expenses         |                                             | $        | 1,000          |          |               | $       | 1,000   |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Long-term liabilities:                                                                                 |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                       | Notes payable                                 |                                             |          | 390,250        |          |               |         | 390,250 |        
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|                                                                                                       |                                               | Total liabilities                           |          |                | 391,250  |               |         |         | 391,250 | 
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|Shareholders Deficit:                                                                                 |                                               |                                             |          |                |          |               |         |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Common stock, $.0001 par value, 50,000,000 shares authorized,
10,000,000 shares issued and outstanding |                                               |                                             | 1,000    |                |          |               | 1,000   |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Preferred stock, $.01 par value, 5,000,000, shares authorized
Capital in excess of par value           |                                               |                                             | 96,120   |                |          |               | 6,120   |        
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|Accumulated deficit                                                                                    |                                               |                                             | (259,589 | )              |          |               | (41,677 | )      
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|                                                                                                       |                                               | Total shareholders deficit                 |          |                | (142,469 | )             |         |         | 34,557  | 
|                                                                                                       |                                               |                                             |          |                |          |               |         |        
|                                                                                                       |                                               | Total Liabilities and Shareholders Deficit |          | $              | 248,781  |               |         | $       | 356,693 | 
|                                                                                                       |                                               |                                             |          |                |          |               |         |        

The accompanying notes are an integral part of these financial statements

3



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)

---



|                                              |                      |                          |            |                |       |               |            |        |        | 
|--------------------------------------------- | -------------------- | ------------------------ | ---------- | -------------- | ----- | ------------- | ---------- | ------ | ------ | 
|                                              |                      |                          |            | For the Three  |       | For the Three
|                                              |                      |                          |            | Months Ended   |       | Months Ended 
|Revenue                                       |                      | March 31, 2002           |            | March 31, 2001
|                                              |                      |                          |            |                |       |              
|                                             
|                                             
|                                             
|                                             
|                                              | Interest income      |                          | $          | 939            |       |               | $          |        |       
|                                              |                      |                          |            |                |       |               |            |       
|                                              |                      | Total Revenue            |            | $              | 939   |               |            | $      |        | 
|                                              |                      |                          |            |                |       |               |            |       
|Operating expenses:                           |                      |                          |            |                |       |               |            |       
|                                             
|                                             
|                                             
|                                             
|                                              | Bank charges         |                          | $          | 35             |       |               |            |        |       
|                                             
|                                             
|                                             
|                                             
|                                              | Marketing expense    |                          |            |                |       |               |            | 35,250 |       
|                                             
|                                             
|                                             
|                                             
|                                              | Legal and accounting |                          |            |                |       |               |            | 2,790  |       
|                                             
|                                             
|                                             
|                                             
|                                              | Licenses and fees    |                          |            | 135            |       |               |            | 249    |       
|                                             
|                                             
|                                             
|                                             
|                                              | Management fees      |                          |            | 3,700          |       |               |            |        |       
|                                              |                      |                          |            |                |       |               |            |       
|                                              |                      | Total operating expenses |            |                | 3,866 |               |            |        | 38,289 | 
|                                              |                      |                          |            |                |       |               |            |       
|Net loss before income taxes                  |                      |                          | (2,927     | )              |       |               | (38,289    | )     
|                                             
|                                             
|                                             
|                                             
|Provision for income tax                      |                      |                          |            |                |       |               |            |       
|                                             
|                                             
|                                             
|                                             
|Other changes                                 |                      |                          |            |                |       |               |            |       
|                                             
|                                             
|                                             
|                                             
|Loss of escrow deposit                        |                      |                          | (100,000   | )              |       |               |            |       
|                                              |                      |                          |            |                |       |               |            |       
|Net loss                                      |                      |                          | (102,927   | )              |       |               | (38,289    | )     
|                                             
|                                             
|                                             
|                                             
|Accumulated deficit  beginning of period     |                      |                          | (136,662   | )              |       |               | (3,388     | )     
|                                              |                      |                          |            |                |       |               |            |       
|Accumulated deficit  end of period           |                      | $                        | (239,589   | )              |       | $             | (41,677    | )     
|                                              |                      |                          |            |                |       |               |            |       
|Weighted average number of shares outstanding |                      |                          | 10,000,000 |                |       |               | 10,000,000 |       
|                                             
|                                             
|                                             
|                                             
|Net loss per share                            |                      | $                        | 0.010      |                |       | $             | 0.004      |       
|                                              |                      |                          |            |                |       |               |            |       

The accompanying notes are an integral part of these financial statements

4



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

---



|                                                                           |                                          |   |                |   |                |   |         |        | 
|-------------------------------------------------------------------------- | ---------------------------------------- | - | -------------- | - | -------------- | - | ------- | ------ | 
|                                                                           |                                          |   | For the Three  |   | For the Three 
|                                                                           |                                          |   | Months Ended   |   | Months Ended  
|                                                                           |                                          |   | March 31, 2002 |   | March 31, 2001
|                                                                           |                                          |   |                |   |               
|Cash flows from operating activities                                       |                                          |   |                |   |                |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net loss                                                                   |                                          | $ | (102,927       | ) |                | $ | (38,289 | )     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Adjustments to reconcile net loss to net cash
used by operating activities |                                          |   |                |   |                |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|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                          |                                          |   | (6,175         | ) |                |   |         |       
|                                                                           |                                          |   |                |   |                |   |         |       
|Net cash used in operating activities                                      |                                          | $ | (9,102         | ) |                | $ | (51508  | )     
|                                                                           |                                          |   |                |   |                |   |         |       
|Cash flow from financing activities:                                       |                                          |   |                |   |                |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Proceeds from notes payable                                                |                                          |   |                |   |                |   | 390,250 |       
|                                                                           |                                          |   |                |   |                |   |         |       
|                                                                           | Net cash flows from financing activities |   |                |   |                |   |         | 39,250 | 
|                                                                           |                                          |   |                |   |                |   |         |       
|Net (decrease) increase in cash                                            |                                          |   | 244,013        |   |                |   | 338,742 |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash and cash equivalents  beginning of year                              |                                          |   |                |   |                |   |         |       
|                                                                           |                                          |   |                |   |                |   |         |       
|Cash and cash equivalents  end of year                                    |                                          | $ | 23,911         |   |                | $ | 338,742 |       
|                                                                           |                                          |   |                |   |                |   |         |       
|Reconciliation of net loss to net cash used by
operating activities        |                                          |   |                |   |                |   |         |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash paid to suppliers and vendors                                         |                                          |   | (9,102         | ) |                |   | (51,508 | )     
|                                                                           |                                          |   |                |   |                |   |         |       
|Net cash used in operating activities                                      |                                          | $ | (9,102         | ) |                | $ | (51,508 | )     
|                                                                           |                                          |   |                |   |                |   |         |       

The accompanying notes are an integral part of these financial statements

5



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 patent 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.

6



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)

---



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.

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 March 31, 2002 and March 31, 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 March 31, 2002, is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting Standards
No. 128, Earning per Share there were 10,000,000 shares outstanding at March
31, 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 March 31, 2002, the balance exceeded FDIC
insurance limits as follows:

|                  |                            |   |         |          |  
|----------------- | -------------------------- | - | ------- | -------- | -
|Bank of America   |                            | $ | 234,911 |         
|                 
|                 
|                 
|                 
|                  | Less: FDIC Insurance Limit |   |         | (100,000 | )
|                  |                            |   |         |         
|Uninsured Balance |                            | $ | 134,911 |         
|                  |                            |   |         |         

7



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)

---



Note 4  Notes Payable

At March 31, 2002, 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 principal on the notes become due on February 15, 2004.

Shareholders of Newcourt Holdings, Inc. are also shareholders of Equity
Management Partners. At March 31, 2002, maturities are as follows:

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

Note 5  Shareholders Equity

On December 17, 1999, the Company sold 1,000,000 common shares of its common
stock as its initial capitalization. The Companys Articles of incorporation
authorize 50,000,000 shares of common stock, par value $.0001 per share, and
5,000,000 shares of preferred stock, par value $.01 per share.

Note 6  Acquisition

On March 2, 2001, Technology Ventures Group, Inc. (TVG) consummated a share
exchange which resulted in a change of control of Newcourt pursuant to the
terms of the Agreement for the Exchange of Common Stock dated March 2, 2001,
among the Registrant, Equity Management Partners, LLC, a Florida limited
liability company (Equity Management), and Goldco Properties Limited
Partnership (Goldco). Equity Management acquired 9,000,000 and 200,000 shares
of common stock of the Registrant, par value $.001 per share, from the
Registrant and Goldco respectfully, in exchange for all of the issued and
outstanding shares of common stock, par value $.0001 per share, 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 Technology Ventures
Group, Inc.

Presently, as of March 31, 2002, there are 10,000,000 shares issued and
outstanding.

8



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##### 



NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)

---



Note 7  Related Parties

During the year 2001, Newcourt received notes payable from Equity Management
Partners (whose board members are also board members of Newcourt) in the amount
of $390,250, interest rate 7% annually and due by February 15, 2004. Also,
certain board member received management fees to perform and conduct the
business of Newcourt. Management fees at March 31, 2002 were $3,700.

Note 8  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s 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 million to 55 million; comprising 50
million shares of common stock with a par value of $.0001 per share and
5 million 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 effective July 30, 2001.

The shareholders also elected five (5) persons to the Board of Directors and
ratified the appointment of Sharpton, Brunson & Company, P.A. as the companys
independent auditors for the fiscal year ending December 2001.

On March 1, 2002, Newcourt had not been able to secure the necessary equity or
financing to complete the acquisition of Advanced Plastics, despite extensions
by the seller. As a result, Newcourts deposit was forfeited. Subsequently,
Newcourt reached a verbal agreement with the sellers in which the sellers
agreed to provide a credit to the company in the amount of the deposit, should
Newcourt complete the acquisition prior to the sellers entering into a new
sales contract with another buyer. The forfeited deposit is recognized in the
consolidated statements of operations and accumulated deficit as a loss under
other changes.

On April 30, 2002, the Company sold 599,998 shares of its common stock to four
accredited investors, as defined in Regulation D promulgated under the
Securities Act of 1933, for an aggregate cash consideration of $90,000.

9



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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
Holding 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 period January 1, 2002 through March 31, 2002, the Company
disbursed $3,866 for various services, of which $3,700 went toward management
services pursuant to a month to month management agreement in which it pays the
companys President, Executive Vice President, and Vice President $1,000, $200
and $100 per month, respectively, for company 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 March 31, 2002, Advanced Plastics has not entered into an
alternative sales contract with any other buyer. The Company is seeking
financing, and is engaged in ongoing discussions with two different banks.
There can be no assurance that either of the banks ultimately will finance the
transaction.

As of March 31, 2002, the Company had $234,911 in cash, which management
believes is sufficient to meet its current monthly cash needs for at least the
next twelve months. However, in order to consummate the contemplated
acquisition of Advanced Plastics, or another business during the next several
months, the Company intends to raise up to $2 million in one or more private
placements. The Company anticipates that such an amount should be sufficient
to consummate at least one business acquisition. The Company is in discussions
with one investment banking firm, which could assist the Company in raising
funds to pursue a business acquisition. There are no assurances that the
Company will be successful in obtaining funds for a business acquisition.

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SIGNATURES

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

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|                    |  | NEWCOURT HOLDINGS, INC.    
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|Dated: June 3, 2002 |  | /s/ McIvan A. Jarrett      
|                    |  |                            
|                    |  | McIvan A. Jarrett
President

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