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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 March 31, 2003                                     
|           |  |                                                                                   
|           |  | or                                                                                
|           |  |                                                                                   
|o          |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period _____________ to _________________

Commission File Number 001-16309

NEWCOURT HOLDINGS, INC.

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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

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(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)


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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 12, 2003, there were 16,459,484 shares of the registrants
common stock, par value $.0001 per share, outstanding.

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



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TABLE OF CONTENTS



|                                                 |                                                                                  |  |  |  |  |  |  | 
|------------------------------------------------ | -------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                 | PART I. Financial Information                                                   
|                                                 | CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)                                
|                                                 | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                     
|                                                 | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT (UNAUDITED)
|                                                 | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                     
|                                                 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                            
|                                                 | ITEM 2. Managements Discussion and Analysis and Plan of Operation              
|                                                 | PART II. Other Information                                                      
|                                                 | Item 2. Change in Securities                                                    
|                                                 | Item 3. Controls and Procedures                                                 
|                                                 | Item 6. Exhibits and Reports of Form 8-K.                                       
|SIGNATURES                                      
|AGREEMENT FOR THE EXCHANGE OF SECURITIES        
|2ND AMENDED & RESTATED ARTICLES OF INCORPORATION
|REGISTRATION RIGHTS AGREEMENT                   
|EMPLOYMENT AGREEMENT/ MCIVAN JARRETT            
|EMPLOYMENT AGREEMENT/ RON LA PRADE              
|SHAREHOLDERS AGREEMENT                          
|CEO & CFO CERTIFICATION                         



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##### Table of Contents



NEWCOURT HOLDINGS, INC.

INDEX

|                                                                  |                                                                                                                                                                             |                                                      |    |   |     | 
|----------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | -- | - | --- | 
|PART I. Financial Information                                     |                                                                                                                                                                             |                                                      |    |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|Item 1. Financial Statements                                      |                                                                                                                                                                             |                                                      |    |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|                                                                  | Condensed Consolidated Balance Sheet (unaudited) as of March 31, 2003                                                                                                       |                                                      |    | 2 |    
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|                                                                  | Condensed Consolidated Statements of Operations (unaudited) for the three
months ended March 31, 2003 and 2002, and from January 1, 2001 (inception)
through
March 31, 2003 |                                                      |    | 3 |    
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|                                                                  | Condensed Consolidated Statements of Changes in Shareholders Deficit (unaudited) as of
March 31, 2003                                                                      |                                                      |    | 4 |    
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|                                                                  | Condensed Consolidated Statements of Cash Flows (unaudited) for the three
months ended March 31, 2003 and 2002 and from January 1, 2001 (inception)
through March 31, 2003  |                                                      |    | 5 |    
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|                                                                  |                                                                                                                                                                             | Notes to Condensed Consolidated Financial Statements |    |   | 6-8 | 
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|Item 2. Managements Discussion and Analysis or Plan of Operation |                                                                                                                                                                             |                                                      | 9  |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|PART II. Other Information                                        |                                                                                                                                                                             |                                                      |    |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|Item 2. Changes in Securities                                     |                                                                                                                                                                             |                                                      | 10 |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|Item 3. Controls and Procedures                                   |                                                                                                                                                                             |                                                      | 10 |  
|                                                                  |                                                                                                                                                                             |                                                      |    |  
|Item 6. Exhibits and Reports on Form 8-K                          |                                                                                                                                                                             |                                                      | 10 |  



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##### Table of Contents






PART I. Financial Information

NEWCOURT HOLDINGS, INC.
(A Development Stage Company)




CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)


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|                                         |                                                                                                           |                          |                                            |          |         |         | 
|---------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------ | ------------------------------------------ | -------- | ------- | ------- | 
|                                         |                                                                                                           | March 30,               
|                                         |                                                                                                           | 2003                    
|                                         |                                                                                                           |                         
|ASSETS                                  
|Current assets:                          |                                                                                                           |                          |                                            |         
|                                         | Cash                                                                                                      |                          | $                                          | 17,361   |        
|                                        
|Non-current assets:                      |                                                                                                           |                          |                                            |         
|                                         | Notes receivable, related party                                                                           |                          |                                            | 147,300  |        
|                                         | Equipment, net                                                                                            |                          |                                            | 1,069    |        
|                                         |                                                                                                           |                          |                                            |         
|                                         |                                                                                                           | Total non-current assets |                                            |          | 148,369 |        
|                                         |                                                                                                           |                          |                                            |         
|                                        
|                                         |                                                                                                           |                          | Total assets                               |          | $       | 165,730 | 
|                                         |                                                                                                           |                          |                                            |         
|                                        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|                                        
|Current liabilities:                     |                                                                                                           |                          |                                            |         
|                                         | Accounts payable and accrued expenses                                                                     |                          | $                                          | 66,381   |        
|                                        
|Shareholders equity                     |                                                                                                           |                          |                                            |         
|                                         | Preferred stock, $.01 par value, 5,000,000 shares
    authorized; no shares issued or outstanding         |                          |                                            |         |        
|                                         | Common stock, $.001 par value; 50,000,000 shares
    authorized; 11,059,488 shares issued and outstanding |                          |                                            | 11,059   |        
|                                         | Capital in excess of par value                                                                            |                          |                                            | 538,431  |        
|                                         | Accumulated deficit                                                                                       |                          |                                            | (450,141 | )      
|                                         |                                                                                                           |                          |                                            |         
|                                         |                                                                                                           |                          | Total shareholders equity                 |          |         | 99,349  | 
|                                         |                                                                                                           |                          |                                            |         
|                                         |                                                                                                           |                          | Total liabilities and shareholders equity |          | $       | 165,730 | 
|                                         |                                                                                                           |                          |                                            |         

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(A Development Stage Company)




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


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|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |         |         |  
|--------------------------------------------------------- | ---------------------- | ---------------------------- | ---------- | ----------- | ------ | ---------- | ---------- | ------- | ------- | - | -------- | ------- | ------- | -
|                                                          |                        |                              |            |             |        | January 1,
|                                                          |                        |                              |            | 2001       
|                                                          |                        | Three Months Ended           |            | (inception)
|                                                          |                        | March 31,                    |            | through    
|                                                          |                        |                              |            | March 31,  
|                                                          |                        | 2003                         |            | 2002        |        | 2003      
|                                                          |                        |                              |            |             |        |           
|Operating expenses:                                       |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                          | Depreciation           |                              | $          | 118         |        |            | $          | 118     |         |   | $        | 592     |        
|                                                          | Legal and accounting   |                              |            | 52,555      |        |            |            |        |         |   |          | 172,289 |        
|                                                          | Administrative expense |                              |            | 1,260       |        |            |            | 103,748 |         |   |          | 204,211 |        
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                          |                        | Total operating expenses     |            |             | 53,933 |            |            |         | 103,866 |   |          |         | 377,092 |  
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                         
|Other income (expense):                                   |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                          | Interest income        |                              |            | 27          |        |            |            | 939     |         |   |          | 10,410  |        
|                                                          | Interest expense       |                              |            |            |        |            |            |        |         |   |          | (83,459 | )      
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                          |                        | Total other income (expense) |            |             | 27     |            |            |         | 939     |   |          |         | (73,049 | )
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                         
|Loss before income taxes                                  |                        |                              | (53,906    | )           |        |            | (102,927   | )       |         |   | (450,141 | )      
|Benefit (provision) for income taxes                      |                        |                              |           |             |        |            |           |         |         |   |         |        
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|Net loss                                                  |                        | $                            | (53,906    | )           |        | $          | (102,927   | )       |         | $ | (450,141 | )      
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|                                                         
|Net loss per share  basic and diluted                    |                        | $                            | (0.00      | )           |        | $          | (0.01      | )       |         |   |          |        
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        
|Weighted average number of shares 
    basic and diluted |                        |                              | 11,059,488 |             |        |            | 10,000,000 |         |         |   |          |        
|                                                          |                        |                              |            |             |        |            |            |         |         |   |          |        

See accompanying notes to condensed consolidated
financial statements.

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NEWCOURT HOLDINGS, INC.
(A Development Stage Company)




CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT
(UNAUDITED)


---

|                                                          |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|--------------------------------------------------------- |  | ---------------- | ---------- | ---------- |  | ----------- | ------ | ------- |  | ----- | ------- | - |  | - | -------- | - |  | - | -------- | -
|                                                          |  |                  |            |            |  |             |        |        
|                                                          |  | Common Stock     |            | Additional |  |             |        |        
|                                                          |  |                  |            | Paid-in    |  | Accumulated |        |        
|                                                          |  | Number of Shares |            | Amount     |  | Capital     |        | Deficit |  | Total
|                                                          |  |                  |            |            |  |             |        |         |  |      
|Balance  January 1, 2001                                 |  |                  |           |            |  | $           |       |         |  | $     |        |   |  | $ |         |   |  | $ |         |  
|                                                         
|Capital contributions                                     |  |                  | 9,200,000  |            |  |             | 9,200  |         |  |       | (8,200  | ) |  |   |         |   |  |   | 1,000    |  
|                                                         
|Acquisition of net liabilities of Technology
    Ventures |  |                  | 800,000    |            |  |             | 800    |         |  |       | (1,800  | ) |  |   |         |   |  |   | (1,000   | )
|                                                         
|Net loss  December 31, 2001                              |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (163,516 | ) |  |   | (163,516 | )
|                                                          |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|                                                         
|Balance  December 31, 2001                               |  |                  | 10,000,000 |            |  |             | 10,000 |         |  |       | (10,000 | ) |  |   | (163,516 | ) |  |   | (163,516 | )
|                                                         
|Common stock issued                                       |  |                  | 599,998    |            |  |             | 600    |         |  |       | 89,400  |   |  |   |         |   |  |   | 90,000   |  
|                                                         
|Conversion of note payable                                |  |                  | 459,490    |            |  |             | 459    |         |  |       | 459,031 |   |  |   |         |   |  |   | 459,490  |  
|                                                         
|Net loss  December 31, 2002                              |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (232,719 | ) |  |   | (232,719 | )
|                                                          |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|                                                         
|Balance  December 31, 2002                               |  |                  | 11,059,488 |            |  |             | 11,059 |         |  |       | 538,431 |   |  |   | (396,235 | ) |  |   | 153,255  |  
|                                                         
|Net loss  March 31, 2003                                 |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (53,906  | ) |  |   | (53,906  | )
|                                                          |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|                                                         
|Balance  March 31, 2003                                  |  |                  | 11,059,488 |            |  | $           | 11,059 |         |  | $     | 538,431 |   |  | $ | (450,141 | ) |  | $ | 99,349   |  
|                                                          |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  

See accompanying notes to condensed consolidated financial statements.

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NEWCOURT HOLDINGS, INC.
(A Development Stage Company)




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


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|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |          |        |        | 
|--------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------- | ---------------------------------------------------------------- | --------------- | --- | ------ | ------- | -------- | --- | ------- | -------- | -------- | ------ | ------ | 
|                                                    |                                                                                |                                              |                                                                  | January 1, 2001
|                                                    |                                                                                | Three Months Ended                           |                                                                  | (inception)    
|                                                    |                                                                                | March 31,                                    |                                                                  | through        
|                                                    |                                                                                |                                              |                                                                  | March 31,      
|                                                    |                                                                                | 2003                                         |                                                                  | 2002            |     | 2003  
|                                                    |                                                                                |                                              |                                                                  |                 |     |       
|Net cash provided by operating activities:          |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                    | Net loss                                                                       |                                              | $                                                                | (53,906         | )   |        | $       | (102,927 | )   |         |          | (450,141 | )     
|                                                    | Adjustments to reconcile net loss to net cash
    used in operating activities |                                              |                                                                  |                 |     |        |         |          |     |         |          |          |       
|                                                    |                                                                                | Depreciation                                 |                                                                  |                 | 118 |        |         |          | 118 |         |          |          | 1,066  |       
|                                                    |                                                                                | Changes in operating assets and liabilities: |                                                                  |                 |     |        |         |          |     |         |          |          |        |       
|                                                    |                                                                                |                                              | Increase in escrow deposits                                      |                 |     |       |         |          |     | 100,000 |          |          |        |       | 
|                                                    |                                                                                |                                              | (Decrease) increase in accounts payable and
    accrued expenses |                 |     | 41,442 |         |          |     | (6,293  | )        |          |        | 65,381 | 
|                                                    |                                                                                |                                              | Increase in accrued interest                                     |                 |     |       |         |          |     |        |          |          |        | 70,240 | 
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|Net cash used in operating activities               |                                                                                |                                              | (12,346                                                          | )               |     |        | (9,102  | )        |     |         | (313,454 | )       
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                   
|Cash flows from investing activities:               |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                    | Increase in equipment                                                          |                                              |                                                                  |                |     |        |         |         |     |         |          | (2,135   | )     
|                                                    | Increase in related party note receivable                                      |                                              |                                                                  | (16,000         | )   |        |         |         |     |         |          | (147,300 | )     
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|Net cash used in investing activities               |                                                                                |                                              | (16,000                                                          | )               |     |        |        |          |     |         | (149,435 | )       
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                   
|Cash flows from financing activities:               |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                    | Common stock subscription payable                                              |                                              |                                                                  |                |     |        |         |         |     |         |          | 90,000   |       
|                                                    | Capital contributions                                                          |                                              |                                                                  |                |     |        |         |         |     |         |          | 389,250  |       
|                                                    | Proceeds from sale of common stock                                             |                                              |                                                                  |                |     |        |         |         |     |         |          | 1,000    |       
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|Net cash provided by financing activities           |                                                                                |                                              |                                                                 |                 |     |        |        |          |     |         | 480,250  |         
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                   
|Net (decrease) increase in cash and
    equivalents |                                                                                |                                              | (28,346                                                          | )               |     |        | (9,102  | )        |     |         | 17,361   |         
|Cash at beginning of period                         |                                                                                |                                              | 45,707                                                           |                 |     |        | 244,013 |          |     |         |         |         
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|Cash at end of period                               |                                                                                | $                                            | 17,361                                                           |                 |     | $      | 234,911 |          |     | $       | 17,361   |         
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                   
|Supplemental disclosure of cash flow information:   |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                    | Cash paid during the period for:                                               |                                              |                                                                  |                 |     |        |         |          |     |         |          |          |       
|                                                    |                                                                                | Interest                                     |                                                                  | $               |    |        |         | $        |    |         |          | $        | 13,219 |       
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         
|                                                    |                                                                                | Income taxes                                 |                                                                  | $               |    |        |         | $        |    |         |          | $        |       |       
|                                                    |                                                                                |                                              |                                                                  |                 |     |        |         |          |     |         |          |         

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(A Development Stage Company)




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 three months ended March
31, 2003 are not necessarily indicative of the results to be expected for the
full year.

The Company (a development stage company) began operations in January 2001
(inception of development stage). The Company intends to effect an asset
acquisition, merger, exchange of capital stock, or other business combination
with profitable domestic businesses in the plastic and disposable medical and
surgical patent industries.

The Company has no revenues to date. Since its inception, the Company has been
dependent upon the receipt of capital investment or other financing to fund its
continuing activities. In addition to the normal risks associated with a new
business venture, there can be no assurance that the Companys product
development will be successfully completed or that it will be a commercial
success. Further the Company is dependent upon certain related parties to
provide continued funding and capital resources. The Companys ability to
commence operations is contingent upon its ability to identify a prospective
target business or raise the capital it may require through the issuance of
equity securities, debt securities, bank borrowings, or a combination thereof.

Correction of Errors

The March 31, 2002 financial statements were previously issued and filed with the SEC on
June 4, 2002. We have determined that the acquisition of Newcourt Capital
Holdings, Inc. was incorrectly recorded on the balance sheet. For accounting
purposes, Newcourt Capital Holdings, Inc. was the accounting acquirer as more
fully described in Note 5.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

In preparing financial statements 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.

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##### Table of Contents



NEWCOURT HOLDINGS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Cash and Cash Equivalents

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

Earnings Per Share

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

NOTE 3  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

NOTE 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 March 31, 2003 were $900.

The Company has loaned $147,300 to Engineered Plastics Industries, Inc. and
Quantum Pharmaceuticals, Inc., which are related through common ownership.

NOTE 5  MERGER AGREEMENTS

Engineered Plastics, Inc. and Quantum Pharmaceuticals, Inc.

On May 2, 2003, the Company completed the agreement for the exchange of
securities dated as of December 30, 2002 (the Exchange Agreement) among the
Company, Engineered Plastics Industries, Inc. (EPI), Quantum Pharmaceuticals,
Inc. (QPI), and the two shareholders of EPI and QPI, one of whom is a
director and executive officer of the Company. The shareholders of EPI and QPI
exchanged all 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 5,399,996 shares of the Companys common stock.
Each share of preferred stock is convertible into 45 shares of the Companys
common stock. For accounting purposes, the share exchange will be
treated as a recapitalization of the companies. The value of the net assets of
the companies after the Exchange Agreement is completed will be the same as
their historic book value.

The following unaudited pro forma interim financial information for the Company
is presented as if the Exchange Agreement had been completed on January 1, for
each of the respective years.

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NEWCOURT HOLDINGS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


---

NOTE 5  MERGER AGREEMENTS, continued

|                   |  |                |          |                |  |   |          |  
|------------------ |  | -------------- | -------- | -------------- |  | - | -------- | -
|                   |  | March 31, 2003 |          | March 31, 2002
|                   |  |                |          |               
|Revenues           |  | $              | 442,678  |                |  | $ | 317,416  |  
|Expenses           |  |                | (602,332 | )              |  |   | (368,534 | )
|                   |  |                |          |                |  |   |          |  
|Net loss           |  | $              | (159,654 | )              |  | $ | (51,118  | )
|                   |  |                |          |                |  |   |          |  
|Net loss per share |  | $              | (0.02    | )              |  | $ | (0.01    | )
|                   |  |                |          |                |  |   |          |  

Technology Ventures Group, Inc.

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

As of March 2, 2001, TVG had 10,000,000 issued and outstanding shares of common
stock, of which persons that were previously shareholders of NCHI owned
9,200,000 shares, or approximately 92%. Persons who were previously
shareholders of TVG owned a total of 800,000 shares, or approximately 8% of the
issued and outstanding common stock. As a result of the closing of this
transaction, NCHI became a wholly-owned subsidiary of TVG. On July 18, 2001,
the shareholders of TVG adopted Amended and Restated Articles of Incorporation,
which among other things, changed the name of TVG to Newcourt Holdings, Inc.

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

The Company is considered a development stage company with limited assets and
capital, and with no operations or operating income. The companys current
operating plan is to (a) handle the administrative and reporting requirements
of a public company and (b) search for a business acquisition.

The Company issued two notes to Equity Management Partners, LLC, an affiliate
of the company (Equity Management), on February 14, 2001. The notes were
issued in the amount of $289,750 and $99,500 respectively, for a total of
$389,250, at an interest rate of 7% per annum with a maturity date of February
15, 2004. The cash proceeds from the notes as well as net interest earned on
the deposits of $10,383 have been used to fund the companys ongoing
operations. On December 31, 2002, these notes were converted to 459,490 common
shares of the company.

Since March 2, 2001, the Company has operated out of the headquarters of Equity
Holdings Group, Inc., an affiliate of Equity Management. The Company has a
month-to-month agreement with Equity Holdings Group, Inc., an affiliated
company, whereby the Company pays a $200 monthly flat fee to occupy the
premises and for secretarial and administrative support services.

During the three month period ended March 31, 2003, the Company disbursed
$53,993 for various services, of which $52,555 were for professional accounting
and legal services during the operating period, in connection with its
acquisition of the business of Engineered Plastics Industries, Inc, and Quantum
Pharmaceuticals, Inc. The remaining $1,260 was for administrative and
management services under a month-to-month management agreement pursuant to
which the Company pays its Executive Vice President and Vice President $200 and
$100 per month respectively for company management services. The Company also
paid its President $360 for administrative services provided during the three
months ended March 31, 2003.

During the comparable three month period ended March 31, 2002, the Company
disbursed $103,748, of which $100,000 represented the forfeiture of the
Companys good faith deposit in connection with the aborted acquisition of
Advanced Plastics Unlimited, Inc. The remaining $3,748 was disbursed for basic
administrative expenses, management services as well as other operating
requirements necessary to maintain compliance with various reporting
requirements of the Securities and Exchange Commission (SEC).

On May 2, 2003, the shareholders of the Company approved the agreement for the
exchange of securities dated as of December 30, 2002 (the Exchange Agreement)
among the Company, Engineered Plastics Industries, Inc. (EPI), Quantum
Pharmaceuticals, Inc. (QPI), Ronald LaPrade and McIvan Jarrett, a director
and the president of the Company. Under the terms of the Exchange Agreement,
the 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.

As part of the Exchange Agreement, the Company entered into employment
agreements with McIvan Jarrett, who will be employed as the President and
Treasurer of the Company, and Ronald LaPrade, who will be Chairman of the Board
of Directors and employed as Chief Operating Officer of the Company. Each of
the employment agreements has an initial three-year term that automatically
renews for an additional term of one year after the initial three-year term.
The base salary for both employees is $60,000 in the first year, which will be
increased by $50,000 for each of the next two years, provided that the Company
meets its annual performance goals, which are approved by the Board of
Directors. Any increase in salary may be paid in cash or the Companys stock.
Each employee would also be entitled to an annual bonus equal to three percent
of the Companys pre-tax profits, if any.

Assuming the Exchange Agreement occurred on January 1, 2003, the pro forma
revenues of the Company would have been $442,678 and the pro forma net loss
would have been $(159,654). The Company is presenting this pro forma
information to illustrate the impact that the acquisitions of EPI and QPI would
have had on the Companys operations if the acquisitions had occurred on
January 1, 2003.

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The Companys basic administrative overhead expenses are minimal. As of March
31, 2003, the Company had $17,361 of cash on hand, and a loan receivable of
$147,300 to EPI and QPI. The Company believes that it has sufficient cash
resources to support its basic administrative needs for the next 12 months.
The Company, will however, require substantial additional financing to
consummate its contemplated acquisition and growth plans. While management
continues to aggressively pursue arrangements for additional growth capital,
there can be no assurance that such financing will be available, or if
available, that it will be on terms acceptable to the Company.




PART II. Other Information




Item 2. Change in Securities

As part of the Exchange Agreement described in Item 2 of Part I of this Form,
the Company issued to each of the shareholders of EPI and QPI, 2,699,998 shares
of the Companys common stock and 1,000,000 shares of the Companys Series A
Preferred Stock. The issuance of these shares was exempt from registration
under Section 4(2) of the Securities Act of 1933 because the shares were issued
in a negotiated transaction to sophisticated investors who have knowledge of
all material information relating to the Company, EPI and QPI.




Item 3. Controls and Procedures

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

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




Item 6. Exhibits and Reports of Form 8-K.

(a)  Exhibits

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement for the Exchange of Securities dated December 30, 2002 among the
Company, Engineered Plastics Industries, Inc., Quantum Pharmaceuticals, Inc.,
McIvan Jarrett and Ron LaPrade. (The schedules to this Agreement are omitted
pursuant to Item 601(d)(2) of Regulation S-B promulgated under the Securities
Act of 1933. Upon the request of the SEC, the Company shall supplementally
furnish to the SEC a copy of such omitted schedules).
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1  |  | Second Amended and Restated Articles of Incorporation of the Company filed
with the Florida Secretary of State on May 1, 2003.                                                                                                                                                                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.1 |  | Registration Rights Agreement dated as of May 2, 2003 among the Company,
McIvan Jarrett and Ron LaPrade.                                                                                                                                                                                                                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.2 |  | Employment Agreement dated as of May 2, 2003 between the Company and McIvan Jarrett.                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3 |  | Employment Agreement dated as of May 2, 2003 between the Company and Ron LaPrade.                                                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.4 |  | Shareholders Agreement dated May 2, 2003 among the Company, McIvan Jarrett and Ron LaPrade.                                                                                                                                                                                                                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|99.1 |  | Section 906 Certification of the Chief Executive Officer and Chief Financial Officer of the Company.                                                                                                                                                                                                                                                                                                                                                

(b)  Reports on Form 8-K.

A Current Report on Form 8-K was filed with the SEC on March 10, 2003 by
the Company reporting under Items 4 and 7 a change in the Companys independent
accountants.

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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: May 15, 2003 |  | /s/ McIvan A. Jarrett      
|                    |  |                            
|                    |  | McIvan A. Jarrett
President

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

In connection with the Quarterly Report of Newcourt Holdings, Inc. on Form
10-QSB for the quarter ended March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof, I, McIvan Jarrett, the Chief Executive
Officer and Chief Financial Officer of the Company, certify, pursuant to and
for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, that:

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

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

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

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



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



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



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

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



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



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

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

|                   |  |                                                                                
|------------------ |  | -------------------------------------------------------------------------------
|                   |  | /s/ McIvan Jarrett                                                             
|                   |  |                                                                                
|Date: May 15, 2003 |  | Name: McIvan Jarrett
Title: Chief Executive Officer
and Chief Financial Officer

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