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UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-QSB



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



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



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NEWCOURT HOLDINGS, INC.

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



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



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

(Address of principal executive offices)



(305) 971-5370

(Issuers telephone number)



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



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 4, 2004, there were 16,459,484 shares of the registrants common stock, par value $.001 per share, outstanding and 2,000,000 shares of
the registrants Series A Convertible Preferred Stock, par value $.01 per share, outstanding.



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





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Table of Contents



TABLE OF CONTENTS



|                                                                    |  |                                                                                                                            
|------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|PART I.                                                             |  |                                                                                                                            
|                                                                    | 
|Item 1. Financial Statements                                        |  |                                                                                                                            
|                                                                    | 
|Condensed Consolidated Financial Statements:                        |  |                                                                                                                            
|                                                                    |  |                                                                                                                            
|                                                                    |  | Condensed Consolidated Balance Sheet (unaudited) as of September 30, 2003                                                  
|                                                                    |  |                                                                                                                            
|                                                                    |  | Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2003 and 2002
|                                                                    |  |                                                                                                                            
|                                                                    |  | Condensed Consolidated Statement of Changes in Stockholders Deficit (Unauditied)                                           
|                                                                    |  |                                                                                                                            
|                                                                    |  | Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2003 and 2002          
|                                                                    |  |                                                                                                                            
|                                                                    |  | Notes to Condensed Consolidated Financial Statements                                                                       
|                                                                    | 
|Item 2.
Managements Discussion and Analysis and Plan of Operations |  | 8                                                                                                                          
|                                                                    | 
|Item 3.
Controls and Procedures                                     |  | 9                                                                                                                          
|                                                                    | 
|PART II.
Other Information                                          |  | 10                                                                                                                         
|                                                                    | 
|Item 2.
Change in Securities                                        |  | 10                                                                                                                         
|                                                                    | 
|Item 4.
Submission of Matters to a Vote of Security Holders         |  | 10                                                                                                                         
|                                                                    | 
|Item 6.
Exhibits and Reports on Form 8-K                            |  | 11                                                                                                                         
|                                                                    | 
|Signatures                                                          |  | 12                                                                                                                         



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NEWCOURT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

---



|ASSETS                                                                                                 |  |                    |           |  
|------------------------------------------------------------------------------------------------------ |  | ------------------ | --------- | -
|                                                                                                       |  | September 30, 2003 |          
|Current assets:                                                                                        |  |                    |           |  
|Cash                                                                                                   |  | $                  | 23,531    |  
|Accounts receivable                                                                                    |  |                    | 131,900   |  
|Inventory                                                                                              |  |                    | 84,286    |  
|                                                                                                       |  |                    |           |  
|Total current assets                                                                                   |  |                    | 239,717   |  
|                                                                                                       | 
|Equipment, net                                                                                         |  |                    | 1,225,819 |  
|Other assets                                                                                           |  |                    | 922       |  
|                                                                                                       |  |                    |           |  
|Total assets                                                                                           |  | $                  | 1,466,458 |  
|                                                                                                       |  |                    |           |  
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                  |  |                    |           |  
|Current liabilities:                                                                                   |  |                    |           |  
|Accounts payable and accrued expenses                                                                  |  | $                  | 223,428   |  
|Current portion of stockholder loans                                                                   |  |                    | 96,780    |  
|Current portion of related party loans                                                                 |  |                    | 16,763    |  
|Current portion seller note                                                                            |  |                    | 51,086    |  
|Current portion lease payments                                                                         |  |                    | 4,069     |  
|Line of credit                                                                                         |  |                    | 7,063     |  
|                                                                                                       |  |                    |           |  
|Total current liabilities                                                                              |  |                    | 399,189   |  
|                                                                                                       |  |                    |           |  
|                                                                                                       | 
|Long term liabilities:                                                                                 |  |                    |           |  
|Non-current portion stockholder loans                                                                  |  |                    | 202,667   |  
|Non-current portion related party loans                                                                |  |                    | 233,461   |  
|Non-current portion seller note                                                                        |  |                    | 1,022,197 |  
|Non-current portion lease payments                                                                     |  |                    | 12,010    |  
|                                                                                                       |  |                    |           |  
|Total long term liabilities                                                                            |  |                    | 1,470,335 |  
|                                                                                                       |  |                    |           |  
|                                                                                                       | 
|Shareholders deficit                                                                                  |  |                    |           |  
|Preferred stock, $.01 par value; 5,000,000 shares authorized; 2,000,000 shares issued and outstanding  |  |                    | 20,000    |  
|Common stock, $.001 par value; 200,000,000 shares authorized; 16,459,484 shares issued and outstanding |  |                    | 16,459    |  
|Additional paid-in capital                                                                             |  |                    | (459,796  | )
|Accumulated deficit                                                                                    |  |                    | 20,271    |  
|                                                                                                       |  |                    |           |  
|Total shareholders deficit                                                                            |  |                    | (403,066  | )
|                                                                                                       |  |                    |           |  
|Total liabilities and shareholders deficit                                                            |  | $                  | 1,466,458 |  
|                                                                                                       |  |                    |           |  



See accompanying notes
to condensed consolidated financial statements.





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NEWCOURT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

---



|                                                    |  | Three Monthes EndedSeptember 30, |            |   | Nine Monthes EndedSeptember 30, |  
|--------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | -
|                                                    |  | 2003                             |            |   | 2002                            |  
|Sales                                               |  | $                                | 527,337    |   |                                 | $
|                                                    |  |                                  |            |  
|Cost of sales                                       |  |                                  | 197,697    |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Gross profit                                        |  |                                  | 329,640    |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Operating expenses:                                 |  |                                  |            |   |                                 |  
|Selling, general and administrative                 |  |                                  | 190,214    |   |                                 |  
|Depreciation                                        |  |                                  | 69,284     |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|Total operating expenses                            |  |                                  | 259,498    |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Interest expense                                    |  |                                  | (33,164    | ) |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Profit (loss) before income taxes                   |  |                                  | 36,978     |   |                                 |  
|Benefit (provision) for income taxes                |  |                                  |           |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Net profit (loss)                                   |  | $                                | 36,978     |   |                                 | $
|                                                    |  |                                  |            |   |                                 |  
|                                                    |  |                                  |            |  
|Net profit (loss) per sharebasic and diluted       |  | $                                | 0.00       |   |                                 | $
|                                                    |  |                                  |            |   |                                 |  
|Weighted average number of sharesbasic and diluted |  |                                  | 16,459,484 |   |                                 |  
|                                                    |  |                                  |            |   |                                 |  



See accompanying notes
to condensed consolidated financial statements.



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NEWCOURT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

(UNAUDITED)

---



|                                                       |  | Preferred Stock |  | Common Stock |  | AdditionalPaid inCapital |  |        | Accumulated Deficit |          |   |       |         
|------------------------------------------------------ |  | --------------- |  | ------------ |  | ------------------------ |  | ------ | ------------------- | -------- | - | ----- | --------
|                                                       |  | Number          |  | Amount       |  | Number                   |  | Amount |                     |          |   | Total |         
|Balance December 31, 2002                              |  | 2,000,000       |  | 20,000       |  | 5,399,996                |  | 5,400  |                     | (13,400  | ) |       | (403,077
|                                                       |  |                 |  |              |  |                          | 
|Net assets assumed in Share exchange                   |  |                 |  |              |  | 11,059,488               |  | 11,059 |                     | 88,290   |   |       |         
|                                                       |  |                 |  |              |  |                          | 
|Reorganization from a S Corporation to a C Corporation |  |                 |  |              |  |                          |  |        |                     | (534,686 | ) |       | 534,686 
|                                                       |  |                 |  |              |  |                          | 
|Net loss September 30, 2003                            |  |                |  |             |  |                         |  |       |                     |         |   |       | (111,338
|                                                       |  |                 |  |              |  |                          |  |        |                     |          |   |       |         
|                                                       |  | 2,000,000       |  | 20,000       |  | 16,459,484               |  | 16,459 |                     | (459,796 | ) |       | 20,271  
|                                                       |  |                 |  |              |  |                          |  |        |                     |          |   |       |         



See accompanying notes
to condensed consolidated financial statements.



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NEWCOURT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

---



|                                                                           |  | Nine Months EndedSeptember 30, |         
|-------------------------------------------------------------------------- |  | ------------------------------ | --------
|                                                                           |  | 2003                           |         
|Net cash provided by operating activities:                                 |  |                                |         
|Net loss                                                                   |  | $                              | (111,338
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                |         
|Depreciation                                                               |  |                                | 204,817 
|Common stock issued for services                                           |  |                                |        
|Increase (decrease) in accounts receivable                                 |  |                                | 33,430  
|Increase in inventory                                                      |  |                                | (61,139 
|Increase in other assets                                                   |  |                                | (922    
|Increase in accounts payable                                               |  |                                | 54,795  
|Increase (decrease) in accrued expenses                                    |  |                                | (8,202  
|                                                                           |  |                                |         
|Net cash provided by (used in) operating activities                        |  |                                | 111,441 
|                                                                           |  |                                |         
|Cash flows from investing activities:                                      |  |                                |         
|Cash acquired in merger                                                    |  |                                | 2,634   
|Increase in equipment                                                      |  |                                | (4,266  
|                                                                           |  |                                |         
|Net cash used in investing activities                                      |  |                                | (1,632  
|                                                                           |  |                                |         
|Cash flows for financing activities:                                       |  |                                |         
|Increase in shareholder advances                                           |  |                                |        
|Proceeds (repayments) from line of credit                                  |  |                                | 1,524   
|Repayments (repayments) from line of credit                                |  |                                | (4,122  
|Repayment of notes payablefinance company                                 |  |                                | (233,077
|Repayments of seller notes payable                                         |  |                                | (45,468 
|Proceeds from shareholder                                                  |  |                                | 16,000  
|Repayments of stockholder loans                                            |  |                                | (51,365 
|Proceeds from related party note                                           |  |                                | 230,230 
|Repayments of capital lease                                                |  |                                | (4,266  
|Proceeds from capital lease                                                |  |                                | 4,266   
|                                                                           |  |                                |         
|Net cash (used in) provided by financing activities                        |  |                                | (86,278 
|                                                                           |  |                               
|Net increase (decrease) in cash and equivalents                            |  |                                | 23,531  
|Cash at beginning of period                                                |  |                                |        
|                                                                           |  |                                |         
|Cash at end of period                                                      |  | $                              | 23,531  
|                                                                           |  |                                |         
|Supplemental disclosure of cash flow information:                          |  |                                |         
|Cash paid during the period for interest                                   |  | $                              | 99,624  
|                                                                           |  |                                |         
|Non cash investing activities:                                             |  |                                |         
|Equipment purchased under capital lease                                    |  | $                              | 16,079  
|                                                                           |  |                                |         



See accompanying notes
to condensed consolidated financial statements.



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NEWCOURT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---



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) that 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, 2002. The results of operations for the nine months ended September 30, 2003
are not necessarily indicative of the results to be expected for the full year.



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 Subsidiaries Engineered Plastics, Inc. and Quantum Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated.



Use of Estimates



In preparing financial statements in 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.



Inventory



Inventories are stated at the lower of cost
(first-in, first-out basis) or market (net realizable value).



Accounts
Receivable



Accounts receivable from customers are based on contract
sales prices. Allowance for doubtful accounts is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable are due 30 days after the date of the invoice.
Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.



Equipment and Leasehold Improvements



Equipment and leasehold improvements are stated at cost. Depreciation and amortization on equipment and leasehold improvements are computed using the straight-line
method over the expected useful lives of the assets.



The estimated service
lives of equipment and leasehold improvements are as follows:



|Equipment and furniture      |  | 7 years
|---------------------------- |  | -------
|Filling and sealing machines |  | 7 years
|Leasehold improvements       |  | 4 years



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NEWCOURT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued



Shipping And Handling Costs



The Company follows the provisions of Emerging Issues Task Force Issue No. 00-10,
Accounting for Shipping and Handling Fees and Costs. Any amounts billed to third-party customers for shipping and handling is included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of
sales.



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. At September 30, 2003 the Company has no 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  FAIR VALUE OF FINANCIAL INSTRUMENTS



The Companys financial instruments are accounts receivable,
accounts payable and notes payable. The recorded value of the accounts receivable and accounts payable approximate their 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 4  RELATED
PARTY TRANSACTIONS



Certain board members received management fees
to perform and conduct the business of the Company. Management fees paid during the three month period ended September 30, 2003 were $1,800. On September 30, 2003 a related party loan the Company $231,566. The note is amortized based on a 20-year
amortization at 5% per annum with a balloon payment due on September 30, 2008. The proceeds were used to payoff the finance note payable.



NOTE 5  CONCENTRATION OF CREDIT RISK



Sales to one customer for the nine-month period ended September 30, 2003 represented approximately 36% total sales. Approximately 21% of total accounts receivable at
September 30, 2003 are due from this customer.



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NEWCOURT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---



NOTE 6  MERGER AGREEMENTS



Engineered Plastics, Inc. and Quantum Pharmaceuticals, Inc.



On May 2, 2003, the Company completed the shareholder exchange with Engineered Plastics Industries, Inc. and Quantum
Pharmaceuticals, Inc. (EPI/QPI). EPI/QPI exchanged all of their issued and outstanding shares of common stock for 2,000,000 newly issued shares of the Companys Series A Convertible Preferred Stock and 5,399,994 shares of common
stock. Each share of preferred stock is convertible into 45 shares of common stock at any time over the three-year conversion period, beginning on the date of issuance of the Series A Convertible Preferred Stock, provided that no more than 50% of
the then outstanding Series A Convertible Preferred Stock is converted during any 12-month portion of the conversion period. At any meeting of the Companys shareholders (and for written actions in lieu of meetings), a holder of Series A
Convertible Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company s common stock into which the shares of Series A Convertible Preferred Stock held by the holder are then convertible
multiplied by a factor of 9.



For accounting purposes, the share exchange was
treated as a recapitalization of the Companies. The value of the net assets of the Companies after the share exchange was completed is the same as their historic book value.



The following unaudited pro forma interim financial information for the Company is presented as if the share exchange had taken place on
January 1, for each of the respective years.



|                   |  | September 30, 2003 |            |   | September 30, 2002 |  
|------------------ |  | ------------------ | ---------- | - | ------------------ | -
|Revenues           |  | $                  | 1,263,245  |   |                    | $
|Expenses           |  |                    | (1,428,489 | ) |                    |  
|                   |  |                    |            |   |                    |  
|Net loss           |  | $                  | (165,244   | ) |                    | $
|                   |  |                    |            |   |                    |  
|Net loss per share |  | $                  | (0.01      | ) |                    | $
|                   |  |                    |            |   |                    |  



NOTE 7 
STOCKHOLDERS EQUITY RECAPITALIZATION



Prior to the merger
with Newcourt Holdings, Inc. EPI/QPI were S corporations. Upon the completion of the merger, the EPI/QPI became C Corporations. Under SEC Staff Accounting Bulletin Topic 4 (B), the undistributed earnings (losses) of an S Corporation are treated as a
constructive distribution to the owners followed by a contribution of the capital to the new C Corporation. On the effective date of the merger, May 2, 2003, the Company reclassified the accumulated deficit to date of $534,686 to additional paid in
capital.



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|ITEM 2. |  | Managements Discussion and Analysis and Plan of Operation
|------- |  | ----------------------------------------------------------



Results of Operations



The Company is considered an early stage company with limited assets and capital. The Company entered into an agreement on December 30, 2002 to acquire
all of the outstanding common stock of Engineered Plastics Industries, Inc. (EPI) and Quantum Pharmaceuticals, Inc. (QPI). On April 30, 2003, the shareholders of the Company approved the December 30, 2002 agreement. Under the
terms of the agreement, the two shareholders of EPI and QPI exchanged all of their issued and outstanding shares of common stock of those companies for an aggregate of 2,000,000 newly-issued shares of the Companys convertible preferred stock
and 5,399,994 shares of the Companys common stock. Each share of preferred stock is convertible into 45 shares of the Companys common stock. Our president, who owned 50% of the outstanding common stock of each of EPI and QPI received
half of the newly-issued shares of the Companys convertible preferred stock and common stock.



EPI is engaged as a manufacturer of disposable plastic products used by pharmacies in the filling and dispensation of respiratory medication prescribed by
physicians for patients with chronic obstructive pulmonary diseases, as well as other bronchial and allergy disorders. EPI also designs and fabricates the Filling and Heat-Sealing Systems integral to the hygienic sealing of the vials. Approximately
90% of EPIs revenue is generated from the sales of medical vials. The remainder is from sales of Heat-Sealing Systems.



QPI is engaged in the wholesale distribution of medical vials, respiratory medications, generic drugs, medical devices, disposable medical supplies, and
ancillary products to independent as well as mail order pharmacies, hospitals and clinics worldwide.



During the three month period ended September 30, 2003, the Company generated $527,337 in revenues with a gross profit of 63%, as compared to revenues of
$612,036, with a gross profit of 61% in the comparable three month period of the prior year. The improvement in gross profit is attributable to higher vial and chemical prices that the Company is able to charge new customers for its products. The
Company incurred lower operating expenses of $259,498 during the three month period ended September 30, 2003 as compared to $386,056 during the comparable prior three month period due to tighter expense and cost controls. The three month period net
income of $36,978 at September 30, 2003 represents a substantial improvement in the Companys operations as compared to the loss of ($48,632) for the comparable three month period of the prior year.



For the nine month period ended September 30, 2003, the Company generated
combined revenues of $1,263,245 and a gross profit of 53% as compared to $890,513 in revenues and a gross profit of 55% in the comparable nine month period of the prior year. The primary reason for the increase in the nine months cumulative gross
profit was a slow-down in sales to a major customer that was experiencing temporary financial difficulties. The customers difficulties have since been resolved, and the Company has resumed regular shipments to the account. The Company incurred
total operating expenses of $680,958 during the nine month period ended September 30, 2003 as compared to $651,738 for the nine month period ended September 30, 2002. The majority of the increase in operating expenses was incurred in connection with
the legal, accounting and regulatory expenses relating to the Companys acquisition of EPI and QPI.



Liquidity and Capital Resources



As of September 30, 2003, the Company had $23,531 of cash and $131,900 in receivables from customers. Although the Company has limited working capital,
management believes that the anticipated growth in its revenues and receivables, combined with cost controls on overhead expenses, will enable the Company to sustain its operations over at least the next 12 months. The Company, however, will require
substantial additional financing to consummate its growth plans. The Company is pursuing additional capital in the form of a private placement of up to $2 million of its stock or through a registration of its stock for sale through a public
offering. Although the Company is in discussions with several investment





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bankers, there can be no assurance that the Company will be able to obtain financing, or that such financing, if
available, will be on terms acceptable to the Company.



|ITEM 3. |  | Controls and Procedures
|------- |  | -----------------------



McIvan Jarrett, the Companys Chief Executive Officer and Chief Financial Officer (the Certifying Officer) is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying
Officer has concluded (based upon his evaluation of these controls and procedures as of the end of the period covered by this report) that the Companys disclosure controls and procedures are effective to ensure that the information required to
be disclosed by the Company in this report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.



The Certifying Officer has also indicated that there were no significant
changes in the Companys internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there are no corrective actions with regard to significant deficiencies and material
weaknesses.





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##### Table of Contents

PART II.



|ITEM 2. |  | Changes in Securities
|------- |  | ---------------------



As part of the December 30, 2003 share exchange agreement among the Company, EPI, QPI and McIvan Jarrett and Ronald LaPrade, the two shareholders of EPI and QPI, the Company issued an aggregate of 2,000,000 shares of preferred stock
designated as Series A Convertible Preferred Stock to Messrs. Jarrett and LaPrade.



Under the terms of the Companys Second Amended and Restated Articles of Incorporation, the holders of shares of Series A Convertible Preferred Stock are entitled to receive cumulative dividends, in preference to
all holders of Company securities junior in rights, preferences and privileges to the Series A Convertible Preferred Stock, at the rate of 7% per annum. The Companys common stock is junior in rights to the Series A Convertible Preferred Stock.
The dividends on the Series A Convertible Preferred Stock are payable either in cash or in shares of the Companys common stock at the discretion of the board of directors of the Company and are calculated, if to be paid in shares, on the sum
of the shares of outstanding Series A Convertible Preferred Stock and all accumulated but unpaid dividends and, if to be paid in cash, on the fair market value of such shares and unpaid dividends. The holders of Series A Convertible Preferred Stock
may elect to convert each share of their Series A Convertible Preferred Stock into 45 shares of the Companys common stock at any time over the three-year conversion period, beginning on the date of issuance of the Series A Convertible
Preferred Stock, provided that no more than 50% of the then outstanding Series A Convertible Preferred Stock is converted during any 12-month portion of the conversion period. At any meeting of the Companys shareholders (and for written
actions in lieu of meetings), a holder of Series A Convertible Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Companys common stock into which the shares of Series A Convertible
Preferred Stock held by the holder are then convertible multiplied by a factor of 9.



|ITEM 4. |  | Submission of Matters to a Vote of Securities Holders
|------- |  | -----------------------------------------------------



|(a) | The Annual Meeting of the Companys shareholders was held on April 30, 2003. Of the 11,059,488 outstanding shares of the Companys common stock on the record date of April
8, 2003, a total of 8,946,056 shares of common stock were represented in person or by proxy.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The following directors were elected effective April 30, 2003:
|--- | --------------------------------------------------------------



|                           |  | Votes Cast
|-------------------------- |  | ----------
|                           |  | For       
|McIvan A. Jarrett          |  | 8,946,056 
|Jerrold Brooks             |  | 8,946,056 
|Nelson Futch               |  | 8,946,056 
|Cedric Cordell Adams, M.D. |  | 8,946,056 
|James Jaffe                |  | 8,946,056 
|Ronald LaPrade             |  | 8,946,056 



|(c)(i) | The shareholders approved an amendment and restatement of the Companys Amended and Restated Articles of Incorporation to increase the authorized shares of the Companys
common stock from 50,000,000 shares to 200,000,000 shares and to designate the preferences, limitations and relative rights of the Series A Convertible Preferred Stock. Holders of 8,945,056 shares voted for the matter and holders of 1,000 shares
abstained from voting on the matter.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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(ii) The shareholders approved the agreement for the exchange of securities dated as of December 30, 2002
among the Company, EPI, QPI, and the shareholders of each of EPI and QPI, consisting of McIvan A. Jarrett and Ronald LaPrade, pursuant to which the Company acquired all of the outstanding shares of each of EPI and QPI in exchange for 2,000,000
newly-issued shares of a new series of the Companys preferred stock designated as Series A Convertible Preferred Stock and 5,399,996 newly-issued shares of the Companys common stock. Holders of 8,945,056 shares voted for the matter and
holders of 1,000 shares abstained from voting on the matter.



|ITEM 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



|(a) | Exhibits.
|--- | ---------



|ExhibitNumber |  | Exhibit Description                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------
|              | 
|31            |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and the Chief Financial Officer of the Company.
|              | 
|32            |  | Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer of the Company.            



|(b) | Reports on Form 8-K
|--- | -------------------



A Current Report on Form 8-K was filed with the Securities and Exchange Commission on May 19, 2003 by the Company providing information in response to
Items 1, 2 and 7 of Form 8-K





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SIGNATURES



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



|       |  |                   |  | NEWCOURT HOLDINGS, INC.
|------ |  | ----------------- |  | -----------------------
|       |  |                   | 
|Dated: |  | November 14, 2003 |  |                        
|       |  |                   |  |                        
|       |  |                   |  |                        





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Exhibit Index



|Exhibit Number |  | Description                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------
|               | 
|31             |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and the Chief Financial Officer of the Company.
|               | 
|32             |  | Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer of the Company.