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

FORM 10-KSB

|                                            |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|[X]                                         |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2001
|                                            |  |                                                                                         
|[ ]                                         |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from  to         

Commission File Number 001-16309

NEWCOURT HOLDINGS, INC.

(formerly known as Technology Ventures Group, Inc.)





(Name of Small Business Issuer as specified in its charter)


|                                         |  |                                                      
|---------------------------------------- |  | -----------------------------------------------------
|Florida                                  |  | 65-0972643                                           
|                                         |  |                                                      
|(State or other jurisdiction of          |  | (I.R.S. Employer Identification No.)                 
|incorporation or organization)           |  |                                                      
|                                         |  |                                                      
|12400 SW 134th Court, Suite 11           |  |                                                      
|Miami, Florida 33186                     |  | (305) 971-5370                                       
|                                         |  |                                                      
|(Address of principal executive offices) |  | (The Companys telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:common stock,
par value $.0001 per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

The issuers revenues for the 2001 fiscal year were $7,599.

The aggregate market value of the voting stock held by non-affiliates of
the issuer as of a specified date within the past 60 days was not determinable
since the Common Stock was not traded. The number of shares of Common Stock of
the issuer outstanding as of April 15, 2001 was 10,000,000.

DOCUMENTS INCORPORATED BY REFERENCE:None

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





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|                                              |                                                                                                                          |  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|Introductory Note FORWARD-LOOKING STATEMENTS.
|PART I                                       
|                                              | Item 1.   Description Of Business.                                                                                      
|                                              | Item 2.   Description of Properties.                                                                                    
|                                              | Item 3.   Legal Proceedings.                                                                                            
|                                              | Item 4.  Submission of Matters to a Vote of Security Holders.                                                           
|PART II                                      
|                                              | Item 5.   Market for Common Equity and Related Stockholder Matters.                                                     
|                                              | Item 6. Managements Discussion and Analysis of Financial Condition and Plan of Operation.                              
|                                              | Item 7. Financial Statements.                                                                                           
|                                              | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                           
|PART III                                     
|                                              | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
|                                              | Item 10. Executive Compensation.                                                                                        
|                                              | Item 11. Security Ownership of Certain Beneficial Owners and Management.                                                
|                                              | Item 12. Certain Relationships and Related Transactions.                                                                
|                                              | Item 13. Exhibits and Reports on Form 8-K.                                                                              
|SIGNATURES                                   
|LETTER OF SAMUEL F. MAY JR., C.P.A.          
|LIST OF SUBSIDIARIES                         



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TABLE OF CONTENTS

|                                               |  |                                                                                                                 |   |          |    |  |  | 
|---------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | - | -------- | -- |  |  | 
|                                               |  |                                                                                                                 |   | Page No.
|Introductory Note  Forward-Looking Statements |  |                                                                                                                 | 1 |         
|PART I.                                       
|Item 1.                                        |  | Description of Our Business                                                                                     |   |          | 2  | 
|Item 2.                                        |  | Description of Our Properties                                                                                   |   |          | 11 | 
|Item 3.                                        |  | Legal Proceedings                                                                                               |   |          | 11 | 
|Item 4.                                        |  | Submission of Matters to a Vote of Security Holders                                                             |   |          | 12 | 
|PART II.                                      
|Item 5.                                        |  | Market for Common Equity and Related Stockholder Matters                                                        |   |          | 12 | 
|Item 6.                                        |  | Managements Discussion and Analysis of Financial Condition and
Plan of Operation                               |   |          | 13 | 
|Item 7.                                        |  | Financial Statements                                                                                            |   |          | 14 | 
|Item 8.                                        |  | Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure                            |   |          | 25 | 
|PART III.                                     
|Item 9.                                        |  | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |   |          | 25 | 
|Item 10.                                       |  | Executive Compensation                                                                                          |   |          | 27 | 
|Item 11.                                       |  | Security Ownership of Certain Beneficial Owners and Management                                                  |   |          | 28 | 
|Item 12.                                       |  | Certain Relationships and Related Transactions                                                                  |   |          | 29 | 
|Item 13.                                       |  | Exhibits and Reports on Form 8-K                                                                                |   |          | 29 | 





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Introductory Note

FORWARD-LOOKING STATEMENTS.

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we are hereby providing
cautionary statements identifying important factors that could cause our actual
results to differ materially from those projected in forward-looking statements
made herein. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, identified through the use of words or
phrases such as we or our management believes, expects, anticipates,
hopes, words or phrases such as will result, are expected to, will
continue, is anticipated, estimated, projection and outlook, and words
of similar import) are not statements of historical facts and may be
forward-looking. These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties, including
but not limited to, economic, competitive, regulatory, growth strategies,
available financing and other factors discussed elsewhere in this report and in
the documents filed by us with the Securities and Exchange Commission (SEC).
Many of these factors are beyond our control. Actual results could differ
materially from the forward-looking statements made. In light of these risks
and uncertainties, there can be no assurance that the results anticipated in
the forward-looking information contained in this report will, in fact, occur.

These forward-looking statements involve estimates, assumptions, and
uncertainties, and, accordingly, actual results may differ materially from
those expressed in the forward-looking statements. These uncertainties
include, among others, the following: (i) our potential inability to secure
additional debt or equity financing, (ii) our potential inability to
successfully complete a business combination, (iii) increased competition from
companies with similar objectives, and (iv) our potential inability to
implement our strategy through a merger or acquisition.

Any forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for our
management to predict all of such factors, nor can our management assess the
impact of each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

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PART I




Item 1.   Description Of Business.

Business Development.

Newcourt Holdings, Inc., formerly known as Technology Ventures Group,
Inc., a Florida corporation, was incorporated on December 17, 1999. We are a
developmental stage company and have only generated interest income of $7,599
to date. Since inception, our activities have been limited to actions related
to our organization and discussions with potential acquisition candidates. We
are a shell company conducting virtually no business operation, other than
our efforts to seek merger partners or acquisition candidates. We have no full
time employees and own no real estate. Throughout this Annual Report, we will
refer to Newcourt Holdings, Inc. as we, us, our company or the Company.

We were created to effect a merger, exchange of capital stock, asset
acquisition or other similar business combination (a Business Combination)
with an operating or development stage business (the Target Business) which
desires to utilize our status as a reporting company under the Securities
Exchange Act of 1934 (Exchange Act). We have 50,000,000 shares of common
stock, par value $.0001 per share (Common Stock), authorized, 59 shareholders
of record and 10,000,000 shares of Common Stock issued and outstanding, all of
which shares are restricted pursuant to Rule 144 of the Securities Act of 1933,
as amended (the Securities Act). We also have authorized 5,000,000 shares of
preferred stock, par value $.01 per share, none of which is issued and
outstanding.

On March 2, 2001, pursuant to the terms of that certain Exchange Agreement
dated March 2, 2001 among Equity Management Partners, LLC (Equity
Management), the Company and Goldco Properties Limited Partnership (Goldco),
Equity Management acquired 9,000,000 and 200,000 shares of Common Stock from
the Company and Goldco, respectively, in exchange for all of the issued and
outstanding shares of the common stock of Newcourt Capital Holdings, Inc.
(Newcourt), a Florida corporation and a wholly-owned subsidiary of Equity
Management. Prior to the closing of this transaction, control of the Company
was held by Goldco, which owned 92% of the Companys then outstanding Common
Stock. After the closing of this transaction, the Company became a 92%-owned
subsidiary of Equity Management and Newcourt became a wholly-owned subsidiary
of the Company.

On August 8, 2001, we entered into a non-binding letter of intent with
Advanced Plastics International, Inc. (Advanced Plastics) to acquire, for
$2.5 million and in cash and notes, the assets of this plastics manufacturing
company. We provided Advanced Plastics with a $100,000 escrow deposit.
Because we were unable to secure the financing necessary to complete the
transaction, we forfeited the deposit. However, we have a verbal agreement
with Advanced Plastics to provide us with a credit of $100,000 if we complete
an acquisition of Advanced Plastics before Advanced Plastics enters into an
agreement with another party.

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Business of Issuer.

The Company intends to seek potential business opportunities and
effectuate a Business Combination with a Target Business with significant
growth potential which, in the opinion of our management, could provide a
profit to both the Company and its shareholders. We intend to seek
opportunities demonstrating the potential of long term growth as opposed to
short term earnings. While our efforts in identifying a prospective Target
Business are expected to emphasize on businesses within the plastic, medical
and surgical products manufacturing industries, we may effect a Business
Combination with a Target Business in virtually any kind of industry located
within the United States. Our plan is to acquire a number of related small to
mid size companies in the three to twenty-five million dollar revenue range.
However, we may effect a Business Combination with a Target Business which may
be financially unstable or in its early stages of development or growth.
Following a Business Combination, our current management plans to actively
assist with the management of the Target Business. On August 8, 2001, we
entered into a non-binding letter of intent with Advanced Plastics to acquire,
for $2.5 million in cash and notes, the assets of this plastics manufacturing
company. We provided Advanced Plastics with a $100,000 escrow deposit.
Because we were unable to secure the financing necessary to complete the
acquisition, we forfeited the deposit. However, we have a verbal agreement
with Advanced Plastics to provide us with a credit of $100,000 if we complete
an acquisition of Advanced Plastics before Advanced Plastics enters into an
agreement with another party. There can be no assurances that we will be able
to complete this transaction. We presently have no other agreements,
understandings or arrangements to acquire or merge with any other specific
business or company, and there can be no assurance that we will identify a
suitable Target Business in the future.

The Company intends to obtain funds in one or more private placements to
finance prospective Business Combinations. Persons purchasing securities in
these placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Companys
proposed business is sometimes referred to as a blind pool because any
investors will entrust their investment monies to the Companys management
before they have a chance to analyze any ultimate use to which their money may
be put. Consequently, the Companys potential success is heavily dependent on
the Companys management, which will have virtually unlimited discretion in
searching for and entering into a Business Combination. There can be no
assurance that the Company will be able to raise any funds in private
placements.

Due to our limited capital resources, the consummation of a Business
Combination will likely involve the acquisition of, or merger or consolidation
with, a company that does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding
what it might deem to be the adverse consequences of undertaking a public
offering itself, such as the time delays and significant expenses incurred to
comply with the various Federal and state securities laws that regulate initial
public offerings. A Target Business might desire, among other reasons, to
create a public market for its shares in order to enhance liquidity for current
shareholders, facilitate raising capital through the public sale of securities
of
which a prior existence of a public market for its securities exists,
and/or acquire additional assets through the issuance of securities rather than
for cash.

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We cannot estimate the time that it will take to effectuate a Business
Combination. It could be time consuming, possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to
effectuate a Business Combination on favorable terms. We might identify and
effectuate a Business Combination with a Target Business which proves to be
unsuccessful for any number of reasons, many of which are due to the fact that
a Target Business is not identified at this time. If this occurs, the Company
and its shareholders might not realize any type of profit.

No trading market in our securities presently exists. In light of the
restrictions concerning shell companies contained in many state blue sky laws
and regulations, it is not likely that a trading market will be created in our
securities until such time as a Business Combination occurs with a Target
Business. No assurances are given that subsequent to such a Business
Combination that a trading market in our securities will develop. We presently
have 10,000,000 shares of Common Stock issued and outstanding, all of which are
deemed to be restricted securities, as that term is defined under Rule 144
promulgated under the Securities Act, in that such shares were issued in
private transactions not involving a public offering.

Under the Federal securities laws, companies reporting under the Exchange
Act must furnish shareholders certain information about significant
acquisitions, which information may require audited financial statements for a
Target Business with respect to one or more fiscal years, depending upon the
relative size of the acquisition. Consequently, the Companys policy is to
effect a Business Combination with a Target Business that has or will have
available the requisite audited financial statements.

While our efforts in identifying a prospective Target Business are
expected to emphasize on businesses within the plastic, medical and surgical
products manufacturing industries, we reserve the right to consider Target
Businesses outside of these industries. These may include, without limitation,
businesses which (i) offer or provide services or develop, manufacture or
distribute goods in the United States or abroad, including, without limitation,
in the following areas: real estate, health care and health products,
educational services, environmental services, consumer-related products and
services (including amusement, entertainment and/or recreational services),
personal care services, voice and data information processing and transmission
and related technology development or (ii) are engaged in wholesale or retail
distribution. To date, we have not entered into a binding agreement to acquire
any particular Target Business in which to concentrate our Business Combination
efforts. Accordingly, we are only able to make general disclosures concerning
the risks and hazards of effectuating a Business Combination with a Target
Business since there is presently no current basis for us to evaluate the
possible merits or risks of the Target Business or the particular industry in
which we may ultimately operate.

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To the extent that we effect a Business Combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established
records of sales or earnings), we will become subject to numerous risks
inherent in the business and operations of that particular company. In
addition, to the extent that we effect a Business Combination with a Target
Business in an industry characterized by a high level of risk, we will become
subject to the currently unascertainable risks of that industry. Although
management will endeavor to evaluate the risks inherent in a particular
industry or Target Business, there can be no assurances that we will properly
ascertain or assess all significant risk factors.

Probable Lack of Diversification due to Uncertainty of Raising Capital to
Complete a Business Combination.

Assuming we are successful in raising capital to complete a Business
Combination, as a result of our limited resources, our prospects for success
will be entirely dependent upon the financial soundness and future performance
of the Target Businesses. In addition, due to the uncertainty that we will be
able to raise any funds to fund additional Business Combinations, we may not
have the resources to consummate several Business Combinations. Therefore, we
may not be able to benefit from operating in multiple industries or multiple
segments of a single industry and it is unlikely we will have the resources to
diversify our operations or benefit from spreading risks or offsetting losses.
Our probable lack of diversification could subject us to numerous economic,
competitive and regulatory developments, any or all of which may have a
material adverse impact upon the particular industry in which we may operate
subsequent to consummation of a Business Combination. The prospects for our
success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly,
notwithstanding the intention of our current management to assist the
management of the Target Business, there can be no assurance that the Target
Business will prove to be commercially viable.

Limited Ability to Evaluate Target Business Management.

While our ability to successfully effect a Business Combination will be
dependent upon certain key personnel, the future role of such personnel in the
Target Business cannot presently be stated with any certainty. While it is our
intention that current management will remain associated in an operational
capacity with the Company following a Business Combination, there can be no
assurances that current management will have any experience or knowledge
relating to the operations of the particular Target Business. Furthermore,
although we intend to closely scrutinize the management of a prospective Target
Business in connection with evaluating the desirability of effecting a Business
Combination, there can be no assurances that our assessment of such management
will prove to be correct.

Accordingly, we will be dependant, in some significant respects, on the
ability of the management of the Target Business who are unidentifiable as of
the date hereof. In addition, there can be no assurances that such future
management will have the necessary skills, qualifications or abilities to
manage a public company. We may also seek to recruit additional managers to
supplement the incumbent management of the Target Business. There can be no
assurances that we will have the ability to recruit such additional managers,
or that such
additional managers will have the requisite skill, knowledge or experience
necessary or desirable to enhance the incumbent management.

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Reliance on Our Exiting Management, Risks Relating to Future Business
Combinations.

The success of the Company to a significant degree depends upon the
services of McIvan Jarrett and Jerrold Brooks, our executive officers. The
ability of the Company to identify and complete a Business Combination could be
jeopardized if one or more of our executive officers were unavailable and
capable successors were not found. In addition, assuming we are successful in
completing a Business Combination, the risks associated with the assimilation
and integration of the operations and personnel of an acquired Target Business
may interfere with managements ability to assist with the ongoing operations
of the Target Business and their ongoing evaluation of other Target Businesses.

Opportunity for Shareholder Evaluation or Approval of Business Combinations.

Our non-affiliate shareholders will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
Business Combination until after we have entered into an agreement to
effectuate a Business Combination. Such agreement to effectuate a Business
Combination, however, may be subject to shareholder approval pursuant to
applicable law. As a result, our non-affiliate shareholders will be almost
entirely dependent on the judgment and experience of management in connection
with the selection and ultimate consummation of a Business Combination. In
addition, under Florida law, the form of Business Combination could impact upon
the availability of dissenters rights (i.e., the right to receive fair payment
with respect to the Companys Common Stock) to shareholders disapproving the
proposed Business Combination.

Selection of a Target Business.

We anticipate that the selection of a Target Business will be complex and
risky because of competition for such business opportunities among all segments
of the financial community. The nature of our search for the acquisition of a
Target Business requires maximum flexibility inasmuch as we will be required to
consider various factors and circumstances which may preclude meaningful direct
comparison among the various business enterprises, products or services
investigated. Investors should recognize that the possible lack of
diversification among our acquisitions might not allow us to offset potential
losses from one venture against profits from another. Although we intend to
focus on Target Businesses within the plastic, medical and surgical products
manufacturing industries, we have unrestricted flexibility in identifying and
selecting a prospective Target Business. In addition, in evaluating a
prospective Target Business, management will consider, among other factors, the
following factors which are not listed in any particular order:

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| |  |  | financial condition and results of operation of the Target
Business;                                                      
| | - |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  |  | growth potential and projected financial performance of the
Target Business and the industry in which it operates;        
|
| |  |  | experience and skill of management and availability of
additional personnel of the Target Business;                       
|
| |  |  | capital requirements of the Target Business;                                                                              
|
| |  |  | the availability of a transaction exemption from registration
pursuant to the Securities Act for the Business Combination;
|
| |  |  | the location of the Target Business;                                                                                      
|
| |  |  | competitive position of the Target Business;                                                                              
|
| |  |  | stage of development of the product, process or service of the Target Business;                                           
|
| |  |  | degree of current or potential market acceptance of the
product, process or service of the Target Business;               
|
| |  |  | possible proprietary features and possible other protection
of the product, process or service of the Target Business;    
|
| |  |  | regulatory environment of the industry in which the Target Business operates;                                             
|
| |  |  | costs associated with effecting the Business Combination; and                                                             
|
| |  |  | equity interest in and possible management participation in the Target Business.                                          

The foregoing criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular Business Combination will be based, to
the extent relevant, on the above factors, as well as other considerations
deemed relevant by us in connection with effecting a Business Combination.

Our limited funds will likely make it difficult to conduct a complete and
exhaustive investigation and analysis of a Target Business before we commit our
capital and other resources to effecting a Business Combination. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking our participation.

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Sources of Opportunities.

The Company anticipates that opportunities for possible Business
Combinations will be referred by various sources, including its officers and
directors, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as
well as indirect associations between them and other business and professional
people.

Although we may engage the services of professional firms that specialize
in finding business acquisitions and pay a finders fee or other compensation,
we have not retained the services of any professional firms. Since we
presently have not retained the services of any outside consultants or advisors
to assist in a Business Combination, no policies have been adopted to date
regarding the use of such consultants or advisors, the criteria to be used in
selecting such consultants or advisors, the services to be provided, the term
of service, or the total amount of fees that may be paid. However, because of
our limited resources, it is likely that any such fee we agree to pay would be
paid in stock and not in cash. In no event will we pay a finders fee or
commission to any officer or director or to any entity with which they are
affiliated for such service. Moreover, in no event shall we issue any of our
securities to any of our officers, directors or promoters or any of their
respective affiliates or associates, in connection with activities designed to
locate a target business.

Evaluation of Business Combinations.

In connection with its evaluation of a prospective Target Business,
management anticipates that it will conduct a due diligence review which will
encompass, among other things, reference checks on senior management, meetings
with incumbent management and inspection of facilities, as well as review of
financial or other information which will be made available to us. The time
and costs required to select and evaluate a Target Business (including
conducting a due diligence review) and to structure and consummate a Business
Combination (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and state blue
sky and corporation laws) cannot presently be ascertained with any degree of
certainty. However, we have spent approximately $114,000, including our
$100,000 escrow deposit which has been forfeited to Advanced Plastics,
evaluating our potential acquisition of Advanced Plastics.

Any costs incurred in connection with the identification and evaluation of
a Target Business, such as Advanced Plastics, that do not result in the
consummation of a Business Combination will result in a loss to the Company and
reduce the amount of capital available to identify and evaluate other Target
Businesses. In the event we deplete our cash reserves and are unable to raise
additional capital, we may be forced to cease operations.

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Form of Potential Business Combination.

The particular manner in which the Company participates in a Business
Combination may take the form of an asset purchase, stock purchase,
reorganization, merger or consolidation. Under any form of Business
Combination, the Company intends to obtain a controlling interest in a
prospective Target Business and/or retain control of the Company.

Although we have no commitments as of the date of this Annual Report to
issue any securities in connection with a Business Combination, we will, in all
likelihood, issue a substantial number of shares in connection with the
consummation of a Business Combination. To the extent that such additional
shares are issued, dilution to the interests of our shareholders will occur.

It is anticipated that any securities issued in any Business Combination
would be issued in reliance on exemptions from registration under applicable
Federal and state securities laws. In some circumstances, however, as a
negotiated element of a transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which
may develop in the Companys Common Stock may have a depressive effect on the
market price of the Companys Common Stock.

As a general rule, Federal and state tax laws and regulations have a
significant affect upon the structuring of business combinations. We will
evaluate the possible tax consequences of any prospective Business Combination
and will endeavor to structure a Business Combination so as to achieve the most
favorable tax treatment for us, the Target Business and their respective
shareholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated Business Combination. To the extent the Internal
Revenue Service or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a Business Combination, there may be
adverse tax consequences to us, the Target Business and their respective
shareholders. Tax considerations as well as other relevant factors will be
evaluated in determining the precise structure of a particular Business
Combination.

Competition.

We will be involved in intense competition with other business entities,
many of which will have a competitive edge over us by virtue of their stronger
financial resources and prior experience in business. There is no assurance we
will be successful in obtaining suitable investments.

In the event that we succeed in effecting a Business Combination, we will,
in all likelihood, become subject to intense competition from competitors
within that industry. In particular, certain industries which experience rapid
growth frequently attract an increasingly larger number of competitors,
including competitors with increasingly greater financial, marketing, technical
and other resources than the initial entrants in the industry. The degree of
competition characterizing the industry of any prospective business cannot
presently be ascertained. There can be no assurances that, subsequent to a
Business Combination, we will have the resources to compete effectively,
especially to the extent that the Target Business is in a high-growth industry.

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Government Regulation and Taxation.

It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or the conduct of businesses that the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation. In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an interest in a new
or start-up business activity, it may mot be possible to predict with any
degree of accuracy the impact of the effect of government regulation. The
inability to ascertain the effect of government regulation on a prospective
business activity will make the acquisition of an interest in such business a
higher risk.

The Investment Company Act of 1940 defines an investment company as an
issuer which is or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Companys activities from time to time with a view toward reducing the
likelihood the Company could be classified as an investment company.

The SEC has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities may be covered by the penny stock rules, which
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors. For transactions covered by the rule, the broker-dealers must make
a special suitability determination for the purchase and receive the
purchasers written agreement of the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell our
securities and also may affect the ability of our shareholders to sell their
shares in the secondary market.

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In addition, the SEC has adopted a number of rules to regulate penny
stocks. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
15g-6, and 15g-9 under the Exchange Act. Because the securities of the Company
may constitute penny stocks within the meaning of the rules, the rules would
apply to the Company and to its securities. The rules may
further affect the ability of the Companys shareholders to sell their
shares in any public market which might develop. Shareholders should be aware
that, according to SEC Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns
include (i) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. We are aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities.

Employees.

The Company is a development stage company and currently has no employees.
The Company has entered into month-to-month independent contractor agreements
with McIvan Jarrett, Jerrold Brooks, and Nelson Futch, the Companys executive
officers, under the terms of which Messrs. Jarrett, Brooks and Futch receive
$1,000, $200 and $100 per month, respectively, for managing the affairs of the
Company. Upon the completion of a Business Combination, the Company will enter
into employment agreements with its executive officers.

Research and Development and Environmental Matters.

We did not incur any research and development expenses for the period
covered by this Annual Report. We do not incur any significant costs or
experience any significant effects as a result of compliance with federal,
state and local environmental laws.




Item 2.   Description of Properties.

Our corporate headquarters is located at 12400 SW 134th Court, Suite 11,
Miami, Florida 33186. This is also the corporate headquarters of Equity
Holdings Group, Inc., an affiliate of Equity Management. McIvan Jarrett, our
President, and Jerrold Brooks, our Executive Vice President, serve as managing
members of Equity Management, and Nelson Futch, our Vice President, is a member
of Equity Management. The Company has agreed to pay Equity Holdings Group,
Inc. $200 per month to occupy the premises of Equity Holdings Group, Inc. and
for secretarial and administrative services.




Item 3.   Legal Proceedings.

None.

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Item 4.   Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of shareholders during the fourth
quarter of our 2001 fiscal year.




PART II




Item 5.   Market for Common Equity and Related Stockholder Matters.

Market Information

We are authorized to issue 50,000,000 shares of Common Stock, 10,000,000
shares of which were issued and outstanding as of April 15, 2002. The number
of shareholders of record for the Common Stock as of April 15, 2002 was 59.

No trading market for our Common Stock presently exists.

We have not paid any cash dividends since inception, and we do not
anticipate paying any cash dividend in the foreseeable future.

We presently serve as our own transfer agent.

Recent Sales of Unregistered Securities.

On March 2, 2001, pursuant to the terms of that certain Exchange Agreement
dated March 2, 2001 among Equity Management Partners, LLC (Equity
Management), the Company and Goldco Properties Limited Partnership (Goldco),
Equity Management acquired 9,000,000 and 200,000 shares of Common Stock from
the Company and Goldco, respectively, in exchange for all of the issued and
outstanding shares of the common stock of Newcourt Capital Holdings, Inc.
(Newcourt), a Florida corporation and a wholly-owned subsidiary of Equity
Management. Prior to the closing of this transaction, control of the Company
was held by Goldco, which owned 92% of the Companys then outstanding Common
Stock. After the closing of this transaction, the Company became a 92%-owned
subsidiary of Equity Management and Newcourt became a wholly-owned subsidiary
of the Company. The shares issued by the Company were exempt from registration
pursuant to Section 4(2) of the Securities Act.

On March 1, 2002, four accredited investors, as defined in Rule 501 of
Regulation D promulgated under the Securities Act, including James Jaffe, one
of the directors of the Company, paid an aggregate of $90,000 in cash to the
Company and were issued a total of 599,998 shares of Common Stock. The shares
issued by the Company were exempt from registration pursuant to Section 4(2) of
the Securities Act.

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Item 6.   Managements Discussion and Analysis of Financial Condition and Plan
of Operation.

The Company is considered a development stage company with limited assets
and capital, and with no operations or income. Since March 2, 2001, the
Company has operated out of the headquarters of Equity Holdings Group, Inc., an
affiliate of Equity Management. The Company pays Equity Holdings Group, Inc.
$200 per month to occupy the premises of Equity Holdings Group, Inc. and for
secretarial and administrative support services.

Plan of Operation

Management believes that its current cash needs can be met with the
limited cash on hand for at least the next twelve months. However, in order to
consummate a Business Combination, during the next twelve months the Company
intends to raise up to $2 million in one or more private placements. The
Company anticipates that such an amount should be sufficient to consummate up
to two acquisitions. While the Company has not identified an investment
banking firm to assist in this effort, it will seek to establish an engagement
or collaborative arrangement with an investment banking firm to assist the
Company with the proposed private placement.

The Companys current operating plan is to (i) handle the administrative
and reporting requirements of a public company; and (ii) search for potential
Target Businesses. While we have entered into preliminary discussions with two
potential Target Businesses, presently, we have no agreements, understandings
or arrangements to acquire or merge with any specific business or company, and
there can be no assurance that the Company will identify a suitable Target
Business in the future. Further, there can be no assurance that the Company
would be successful in consummating any acquisition on favorable terms or that
it will be able to profitably manage any Target Business it acquires.

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Item 7.   Financial Statements.

NEWCOURT HOLDINGS, INC.
(a Development Stage Enterprise)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

TABLE OF CONTENTS

|                                                              |  |      |    | 
|------------------------------------------------------------- |  | ---- | -- | 
|                                                              |  | PAGE
|                                                              |  |     
|Independent Accountants Report                               |  |      | 15 | 
|Independent Accountants Report                               |  |      | 16 | 
|Consolidated Balance Sheets                                   |  |      | 17 | 
|Consolidated Statements of Operations and Accumulated Deficit |  |      | 18 | 
|Consolidated Statements of Shareholders Equity               |  |      | 19 | 
|Consolidated Statements of Cash Flows                         |  |      | 20 | 
|Notes To Financials Statements                                |  |      | 21 | 

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Independent Accountants Report

To the Shareholders of
Newcourt Holdings, Inc.
Miami, Florida

We have audited the accompanying balance sheet of Newcourt Holdings, Inc. as of
December 31, 2001 and the related statements of income, retained deficit, and
cash flows for the years then ended. These financial statements are the
responsibility of the Newcourt Holdings, Inc. management. Our responsibility
is to express an opinion on these financial statements based on our audit. The
financial statements of Newcourt Holdings, Inc. as of December 31, 2000, were
audited by other auditors whose report dated December 31, 2000, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Newcourt Holdings, Inc. as of
December 31, 2001 and the results of its operations for the year then ended in
conformity with accounting principles, generally accepted in the United States
of America.

/s/ Sharpton, Brunson & Company

March 27, 2001

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Independent Auditors Report

To the Board of Directors
Newcourt Holdings, Inc.
Miami, Florida

I have audited the accompanying Balance Sheet of Newcourt Holdings, Inc. (a
development stage enterprise) as of December 31, 2000, and the related
statement of operations and retained earnings (accumulated deficit), statement
of shareholders equity, and statement of cash flows for the period then ended.
These financial statements are the responsibility of the Companys management.
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provide a reasonable basis for
my opinion.

In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Newcourt Holdings, Inc. (a
development stage enterprise) as of December 31, 2000, the results of
operations, and its cash flows for the period then ended in conformity with
generally accepted accounting principles.

As discussed in Note 3 to the financial statements, the Company on March 2,
2001, exchanged 9,000,000 shares of its common stock for all the issued and
outstanding shares of common stock of Newcourt Capital Holdings, Inc.

/s/ SAMUEL F. MAY
Samuel F. May Jr.
Certified Public Accountant

December 31, 2000, except for Note 3,
as to which date is April 12, 2001

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CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001

|                                                                                                       |                                               |                                             |          |         |         |      |        |       |       | 
|------------------------------------------------------------------------------------------------------ | --------------------------------------------- | ------------------------------------------- | -------- | ------- | ------- | ---- | ------ | ----- | ----- | 
|                                                                                                       |                                               |                                             |          | 2001    |         | 2000
|                                                                                                       |                                               |                                             |          |         |         |     
|Assets                                                                                                 |                                               |                                             |          |         |         |      |        |      
|Current assets:                                                                                        |                                               |                                             |          |         |         |      |        |      
|                                                                                                       | Cash                                          |                                             | $        | 244,013 |         |      |        |       |      
|Non-current Assets                                                                                     |                                               |                                             |          |         |         |      |        |      
|                                                                                                       | Equipment                                     |                                             |          | 1,661   |         |      |        |       |      
|                                                                                                       | Escrow deposits                               |                                             |          | 100,000 |         |      |        |       |      
|Intangible assets:                                                                                     |                                               |                                             |          |         |         |      |        |      
|                                                                                                       | Organizational costs, net of amortization     |                                             |          | 2,956   |         |      | $      | 4,732 |      
|                                                                                                       | Deferred financing costs, net of amortization |                                             |          | 9,253   |         |      |        |       |      
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|                                                                                                       |                                               | Total Assets                                |          | $       | 357,883 |      |        | $     | 4,732 | 
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|Liabilities and Shareholders Equity                                                                    |                                               |                                             |          |         |         |      |        |      
|Current Liabilities:                                                                                   |                                               |                                             |          |         |         |      |        |      
|                                                                                                       | Accounts payable and accrued expenses         |                                             | $        | 7,175   |         |      | $      | 1,000 |      
|Long-term liabilities:                                                                                 |                                               |                                             |          |         |         |      |        |      
|                                                                                                       | Notes payable                                 |                                             |          | 390,250 |         |      |        |       |      
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|                                                                                                       |                                               | Total liabilities                           |          |         | 397,425 |      |        |       | 1,000 | 
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|Shareholders Deficit:                                                                                 |                                               |                                             |          |         |         |      |        |      
|Common stock, $.0001 par value, 50,000,000 shares authorized,
10,000,000 shares issued and outstanding |                                               |                                             | 1,000    |         |         |      | 1,000  |      
|Preferred stock, $.01 par value, 5,000,000, shares authorized                                          |                                               |                                             |          |         |         |      |        |      
|Capital in excess of par value                                                                         |                                               |                                             | 96,120   |         |         |      | 6,120  |      
|Accumulated deficit                                                                                    |                                               |                                             | (136,662 | )       |         |      | (3,388 | )    
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|                                                                                                       |                                               | Total shareholders deficit                 |          |         | (39,542 | )    |        |       | 3,732 | 
|                                                                                                       |                                               |                                             |          |         |         |      |        |      
|                                                                                                       |                                               | Total Liabilities and Shareholders Deficit |          | $       | 357,883 |      |        | $     | 4,732 | 
|                                                                                                       |                                               |                                             |          |         |         |      |        |      

The accompanying notes are an integral part of these financial statements

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CONSOLIDATED STATEMENTS OF OPERATIONS
AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                              |                               |                          |            |        |         |      |           |       |       | 
|--------------------------------------------- | ----------------------------- | ------------------------ | ---------- | ------ | ------- | ---- | --------- | ----- | ----- | 
|                                              |                               |                          |            | 2001   |         | 2000
|                                              |                               |                          |            |        |         |     
|Revenue                                       |                               |                          |            |        |         |      |           |      
|                                              | Interest income               |                          | $          | 7,599  |         |      | $         |       |      
|                                              |                               |                          |            |        |         |      |           |      
|                                              |                               | Total Revenue            |            | $      | 7,599   |      |           | $     |       | 
|                                              |                               |                          |            |        |         |      |           |      
|Operating expenses:                           |                               |                          |            |        |         |      |           |      
|                                              | Amortization and depreciation |                          | $          | 6,216  |         |      | $         | 1,238 |      
|                                              | Consulting                    |                          |            | 9,463  |         |      |           |       |      
|                                              | Telephone                     |                          |            | 407    |         |      |           |       |      
|                                              | Bank charges                  |                          |            | 142    |         |      |           |       |      
|                                              | Postage and delivery          |                          |            | 83     |         |      |           |       |      
|                                              | Commissions                   |                          |            | 9,000  |         |      |           |       |      
|                                              | Marketing expense             |                          |            | 40,364 |         |      |           |       |      
|                                              | Legal and accounting          |                          |            | 57,418 |         |      |           | 1,000 |      
|                                              | Licenses and fees             |                          |            | 4,297  |         |      |           | 150   |      
|                                              | Management fees               |                          |            | 11,900 |         |      |           |       |      
|                                              | Administrative expense        |                          |            | 1,583  |         |      |           |       |      
|                                              |                               |                          |            |        |         |      |           |      
|                                              |                               | Total operating expenses |            |        | 140,873 |      |           |       | 2,388 | 
|                                              |                               |                          |            |        |         |      |           |      
|Net loss before income taxes                  |                               |                          | (133,274   | )      |         |      | (2,388    | )    
|Provision for income tax                      |                               |                          |            |        |         |      |           |      
|Net loss                                      |                               |                          | (133,274   | )      |         |      | (2,388    | )    
|Accumulated deficit  beginning of year       |                               |                          | (3,388     | )      |         |      | 1,000     |      
|                                              |                               |                          |            |        |         |      |           |      
|Accumulated deficit  end of year             |                               | $                        | (136,662   | )      |         | $    | (3,388    | )    
|                                              |                               |                          |            |        |         |      |           |      
|Weighted average number of shares outstanding |                               |                          | 10,000,000 |        |         |      | 1,000,000 |      
|Net loss per share                            |                               | $                        | 0.014      |        |         | $    | 0.002     |      
|                                              |                               |                          |            |        |         |      |           |      

The accompanying notes are an integral part of these financial statements

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CONSOLIDATED STATEMENTS
OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                                        |  |               |            |        |  |           |       |              |  |        |        |  |  |   |          |   |  |   |          |  
|------------------------------------------------------- |  | ------------- | ---------- | ------ |  | --------- | ----- | ------------ |  | ------ | ------ |  |  | - | -------- | - |  | - | -------- | -
|                                                        |  | Common Shares |            |        |  |           |       |              |  |        |        |  |  |  
|                                                        |  |               |            |        |  |           |       | (Accumulated |  |        |        | 
|                                                        |  | Number        |            | Amount |  | Par Value |       | Deficit)     |  | Totals
|                                                        |  |               |            |        |  |           |       |              |  |       
|Balance  January 31, 2000                              |  |               | 1,000,000  |        |  | $         | 1,000 |              |  | $      | 5,970  |  |  | $ | (1,000   | ) |  | $ | 5,970    |  
|Capital contributions                                   |  |               |            |        |  |           |       |              |  |        | 150    |  |  |   |          |   |  |   |          |  
|Net loss for the period
January 1, to December 31,
2000 |  |               |            |        |  |           |       |              |  |        |        |  |  |   | (2,388   | ) |  |   | (2,388   | )
|                                                        |  |               |            |        |  |           |       |              |  |        |        |  |  |   |          |   |  |   |          |  
|Balance  December 31, 2000                             |  |               | 1,000,000  |        |  | $         | 1,000 |              |  | $      | 6,120  |  |  | $ | (3,388   | ) |  | $ | 3,732    |  
|                                                        |  |               |            |        |  |           |       |              |  |        |        |  |  |   |          |   |  |   |          |  
|Balance  January 31, 2001                              |  |               | 1,000,000  |        |  | $         | 1,000 |              |  | $      | 6,120  |  |  | $ | (3,388   | ) |  | $ | 3,732    |  
|Capital Contributions                                   |  |               |            |        |  |           |       |              |  |        | 90,000 |  |  |   |          |   |  |   | 90,000   |  
|Net loss for the period
January 1 to December 31,
2001  |  |               |            |        |  |           |       |              |  |        |        |  |  |   | (133,274 | ) |  |   | (133,274 | )
|                                                        |  |               |            |        |  |           |       |              |  |        |        |  |  |   |          |   |  |   |          |  
|Balance  December 31, 2001                             |  |               | 10,000,000 |        |  | $         | 1,000 |              |  | $      | 96,120 |  |  | $ | (136,662 | ) |  | $ | (39,542  | )
|                                                        |  |               |            |        |  |           |       |              |  |        |        |  |  |   |          |   |  |   |          |  

The accompanying notes are an integral part of these financial statements

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CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                                                           |                                          |   |                   |         |                   |   |        |     | 
|-------------------------------------------------------------------------- | ---------------------------------------- | - | ----------------- | ------- | ----------------- | - | ------ | --- | 
|                                                                           |                                          |   | December 31, 2001 |         | December 31, 2000
|                                                                           |                                          |   |                   |         |                  
|Cash flows from operating activities                                       |                                          |   |                   |         |                   |   |        |    
|Net loss                                                                   |                                          | $ | (127,099          | )       |                   | $ | (2,388 | )  
|Adjustments to reconcile net loss to net cash
used by operating activities |                                          |   |                   |         |                   |   |        |    
|Amortization                                                               |                                          |   | 6,216             |         |                   |   | 1,238  |    
|Changes in assets and liabilities:                                         |                                          |   |                   |         |                   |   |        |    
|Increase in escrow deposits                                                |                                          |   | (100,000          | )       |                   |   |        |    
|Increase in deferred financing costs                                       |                                          |   | (13,219           | )       |                   |   |        |    
|Increase in accounts payable and accrued expenses                          |                                          |   | 6,175             |         |                   |   |        |    
|Increase in equipment                                                      |                                          |   | (2,135            | )       |                   |   |        |    
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Net cash used in operating activities                                      |                                          | $ | (102,963          | )       |                   | $ | (1,150 | )  
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Cash flow from financing activities:                                       |                                          |   |                   |         |                   |   |        |    
|Capital contributions                                                      |                                          |   | 90,000            |         |                   |   |        |    
|Proceeds from notes payable                                                |                                          |   | 390,250           |         |                   |   | 150    |    
|                                                                           |                                          |   |                   |         |                   |   |        |    
|                                                                           | Net cash flows from financing activities |   |                   | 480,250 |                   |   |        | 150 | 
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Net increase (decrease) in cash                                            |                                          |   | 244,013           |         |                   |   | (1,000 | )  
|Cash and cash equivalents  beginning of year                              |                                          |   |                   |         |                   |   | 1,000  |    
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Cash and cash equivalents  end of year                                    |                                          | $ | 244,013           |         |                   | $ |        |    
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Reconciliation of net loss to net cash used by
operating activities        |                                          |   |                   |         |                   |   |        |    
|Cash paid to suppliers and vendors                                         |                                          |   | (242,412          | )       |                   |   | (1,150 | )  
|                                                                           |                                          |   |                   |         |                   |   |        |    
|Net cash used in operating activities                                      |                                          | $ | (242,412          | )       |                   | $ | (1,150 | )  
|                                                                           |                                          |   |                   |         |                   |   |        |    

The accompanying notes are an integral part of these financial statements

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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

Note 1  Organization

Nature of Operations

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

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

Note 2  Summary Of Significant Accounting Policies And Organization

Basis of accounting

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

Principles of consolidation

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

Use of estimates

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

Cash and cash equivalents

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

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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

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

Organizational costs

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

Deferred financing costs

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

Income taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109 Accounting for Income
Taxes (Statement 109). Under Statement 109, deferred tax assets and
liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying amounts to existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to be recovered or
settled. Under statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There was no current income tax expense in the
years ended December 31, 2001 and 2000, due to the net loss. Any deferred tax
asset resulting from the loss has been fully offset by a valuation allowance.

Earnings per share

Net loss per common share for the period from December 17, 1999 (inception of
development stage) to December 31, 2001, is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting standards
No. 128, Earning per Share. There were 10,000,000 shares outstanding at
December 31, 2001.

Note 3  Concentration Of Credit Risk

The Company maintains its cash balances in a financial institution located in
Miami, Florida. The balance is insured by the Federal Deposit Insurance
Corporation up to $100,000. At December 31, 2001, the balance exceeded FDIC
insurance limits as follows:

|                  |                            |   |         |         | 
|----------------- | -------------------------- | - | ------- | ------- | 
|Bank of America   |                            | $ | 263,975 |        
|                  | Less: FDIC Insurance Limit |   |         | 100,000 | 
|                  |                            |   |         |        
|Uninsured Balance |                            | $ | 163,975 |        
|                  |                            |   |         |        

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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

Note 4  Escrow Deposits

This amount represents deposits placed with Advanced Plastics relating to the
acquisition of that company. At December 31, 2001, negotiations are still in
process.

Note 5  Notes Payable

At December 31, 2001, the Company has two notes payable to Equity Management
Partners LLC in the amount of $290,250 and $100,000. These notes were executed
on February 14, 2001. Interest rate on both notes is 7% per annum. Both
interest and principle on the notes become due on February 15, 2004.

Shareholders of Newcourt Holdings, Inc. are also shareholders of Equity
Management Partners. At December 31, 2001 maturities are as follows:

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

Note 6  Shareholders Equity

On December 17, 1999, the Company sold 1,000,000 common shares of its common
stock as its initial capitalization. The Companys Articles of Incorporation
presently authorize 50,000,000 shares of common stock at $.0001 par value.
(See Note 7)

Note 7  Acquisition

On March 2, 2001, Technology Ventures Group, Inc. (TVG) consummated a share
exchange which resulted in a change of control of Newcourt pursuant to the
terms of the Agreement for the Exchange of Common Stock dated March 2, 2001
among the Registrant, Equity Management Partners, LLC, a Florida Limited
liability company (Equity Management), and Goldco Properties Limited
Partnership (Goldco). Under that agreement, Equity Management acquired
9,000,000 and 200,000 shares of common stock of the Registrant, par value $.001
per share, from the Registrant and Goldco respectfully, in exchange for all of
the issued and outstanding shares of common stock, par value $.0001 per share,
of Newcourt Capital Holdings, Inc. (Newcourt), a Florida corporation and wholly
owned Subsidiary of Equity Management. As a result of the closing of this
transaction Newcourt became a wholly owned subsidiary of Technology Ventures
Group, Inc.

Presently, as of December 31, 2001, 10,000,000 shares are issued and
outstanding.

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##### Table of Contents



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

Note 8  Related Parties

During the year 2001, Newcourt received notes payable from Equity Management
Partners (whose board members are also board members of Newcourt) in the amount
of $390,250, interest rate 7% annually and due by February 15, 2004. Also,
certain board member received management fees to perform and conduct the
business of Newcourt. Management fees at December 31, 2001 was $11,900.

Note 9  Other Matters

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



| | 1. |  | A change in the Company name from Technology Ventures Group, Inc.
to Newcourt Holdings, Inc.                                                                                                                                                                            
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | An increase in the number of shares which the Company is authorized
to issue from 10 million to 55 million; comprising 50 million shares of
common stock with a par value of $.0001 per share and 5 million shares
of preferred stock with a par value of $.01 per share.

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

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

Note 10  Subsequent Events

As of March 1, 2002, the Company had not been able to secure the necessary
equity or financing to complete the acquisition of Advanced Plastics, despite
extensions by Advanced Plastics. As a result, Newcourts deposit was
forfeited. Subsequently, Newcourt reached a verbal agreement with the sellers
in which the sellers agreed to provide a credit to the Company in the amount of
the deposit, should Newcourt complete the acquisition prior to the sellers
entering into a new sales contract with another buyer.

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##### Table of Contents






Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Samuel F. May Jr. (May), the Companys former independent public
accountant, was dismissed by the Company on April 12, 2001. On April 13,
2001, the Company engaged the firm of Sharpton, Brunson & Company, P.A. (SBC)
as its new independent accountant. The decision to dismiss May was recommended
and approved by the Board of Directors of the Company. The Company authorized
May to respond fully to the inquiries of SBC regarding any accounting or
financial matters relating to the Company.

Mays report on the Companys financial statements for each of the fiscal
years ended December 31, 1999 and 2000 did not contain an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope, or
accounting principles.

During the Companys fiscal years ended December 31, 1999 and 2000 and the
interim period preceding the dismissal, there were no disagreements with May on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of May, would have caused May to make a reference to the subject
matter of the disagreements in connection with his reports.




PART III




Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth the names, ages and positions of our
executive officers and directors as of April 13, 2001. Under our bylaws, each
director holds office until the election and qualification of his successor or
until his earlier resignation or removal.

|                           |  |     |    |          |  |                                                 
|-------------------------- |  | --- | -- | -------- |  | ------------------------------------------------
|Name                       |  | Age |    | Position
|                           |  |     |    |         
|McIvan A. Jarrett          |  |     | 48 |          |  | Director, President and Treasurer               
|Jerrold Brooks             |  |     | 67 |          |  | Director, Executive Vice President and
Secretary
|Nelson Futch               |  |     | 75 |          |  | Director, Vice President and Assistant
Secretary
|Cedric Cordell Adams, M.D. |  |     | 41 |          |  | Director                                        
|James Jaffe                |  |     | 46 |          |  | Director                                        

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MCIVAN A. JARRETT. Mr. Jarrett has been one of our directors since March 2,
2001, and has severed as our President and Treasurer since such time. Mr.
Jarrett is the founder and is currently and has been since 1990, the President
of Equity Holding Group, Inc (EHG). EHG is a private investment management
company with equity interests in the industrial manufacturing
and consumer products industries. Mr. Jarrett is also a managing member of
Equity Management Partners, LLC, as well as the founder and President of
Epitomi, Inc., a manufacturer and distributor of consumer personal and hair
care products. Mr. Jarrett also serves as a Director of Engineered Castings,
Inc., a manufacturer of traffic signal hardware and custom metal molded
products for a variety of industries. From April 1997 to September 1999, Mr.
Jarrett was a managing director of Baytree Investors, Inc., a private
international merchant banking firm with over 60 offices worldwide engaged in
the acquisition, development and sale of large-sized companies. Prior to 1990,
Mr. Jarrett was Senior Vice President of Corporate Banking and Finance at
Barnett Bank of South Florida. Prior to joining Barnett Bank in 1984, Mr.
Jarrett was Managing Director of American Security Bank International (Nassau,
Bahamas) and Chief Executive Officer of American Security Bank International
(Miami). Mr. Jarrett has also served as a director, advisor or consultant to a
number of private sector companies in various industries. Mr. Jarrett obtained
his Bachelor of Science Degree in Economics from the University of Sierra Leon
in 1976 and a Masters Degree in Business Administration from the University of
Miami in 1987.

JERROLD BROOKS. Mr. Brooks has been one of our directors since March 2, 2001,
and has served as our Executive Vice President and Secretary since such time.
Mr. Brooks is also a managing member of Equity Management Partners LLC. Since
1986, Mr. Brooks has been a self-employed private financial and management
consultant to emerging and mature companies in the areas of strategic growth
planning, operations and management information systems, and financial
management. From 1983 to 1986, Mr. Brooks was the Vice-President and Chief
Financial Officer of Business Computer Solutions, a public company. From 1981
to 1983, Mr. Brooks was a General Manager of a South Florida building materials
company and Vice President of Administration for a major interior design firm,
where he was responsible for all administrative activities, accounting
operations and management information systems. From 1973 to 1980, Mr. Brooks
held various positions with Ryder Truck Rental, Inc., where he coordinated
asset purchases and was responsible for the operation of administrative
departments supporting the companys national operations. Mr. Brooks obtained
a degree in Business Administration from City University of New York, Baruch
School of Business Administration in 1964.

NELSON FUTCH. Mr. Futch has been one of our directors since March 2, 2001 and
has served as Vice President since such time. Mr. Futch is also a member of
Equity Management Partners, LLC. From 1953 to 1977, Mr. Futch held key
positions with two national publishing houses, TV Guide and Playboy
Enterprises, Inc., serving as Vice President of Promotion, Public Relations and
Marketing for Playboy Enterprises over a 15 year period. From 1979 to 1986,
Mr. Futch served as the Vice President of Marketing for Taco Viva, Inc., a
regional fast food restaurant chain. From 1986 to 1994, Mr. Futch was a
private consultant to businesses seeking to take their companies public through
initial public offerings. From June 1995 to November 1998, Mr. Futch served as
a board member and the Vice President of Communications for Tel3, Inc., a long
distance telephone service reseller. Tel3, Inc. filed a voluntary petition for
protection from creditors under Chapter 11 of the U.S. Bankruptcy Code in the
fall of 1998. Mr. Futch obtained a degree in Journalism from Temple University
in 1947.

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##### Table of Contents



CEDRIC CORDELL ADAMS, M.D. has been one of the Companys directors since July
8, 2001. Dr. Adams has been a private medical practitioner and investor since
1986. Dr. Adams is a doctor of ophthalmology licensed in Texas and California.
Dr. Adams earned his medical degree in 1986 from Baylor College of Medicine,
and is a member of the American Medical Association, American Academy of
Ophthalmology, California Association of Ophthalmology, Texas Medical
Association, the Dallas County Medical Society and the Contact Lens Association
of Ophthalmology.

JAMES JAFFE has been one of the Companys directors since July 8, 2001. Mr.
Jaffe has over 25 years of executive level business, marketing and sales
management experience. Since 1988, Mr. Jaffe has been a senior executive
responsible for all major department store marketing, merchandising and sales
management for Jockey International, Inc. From 1982 to 1988, he was a senior
manager for the New York-based Phillips Van-Heusen, Inc., where he exercised
responsibility for merchandise selection and merchandise strategy for the
150-store chain. Prior to 1982, Mr. Jaffe was Group Manager for Bambergers
Department Store, Inc., in Newark, New Jersey. Mr. Jaffe earned his B.S.
Degree in Business Administration with a major in marketing from Rider
University in 1977.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who beneficially own more than ten percent (10%) of a
registered class of our companys equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and the other equity securities of our company. Officers, directors and
persons who beneficially own more than ten percent (10%) of a registered class
of our companys equity securities are required by the regulations of the SEC
to furnish our company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of these filings and written
representations from the directors and officers, Cedric Cordell Adams, M.D. and
James Jaffe each failed to file a Form 3 when each of them became directors of
the Company.




Item 10.   Executive Compensation.

In April 2001, the Company entered into month-to-month independent
contractor agreements with McIvan Jarrett, Jerrold Brooks and Nelson Futch, the
Companys executive officers, pursuant to which such officers receives
compensation of $1,000 per month, $200 per month and $100 per month,
respectively, for their services. If and when the Company completes the
acquisition of a business or acquires assets from an unaffiliated party, the
Company will enter into employment agreements with its executive officers
providing for, among other things, salaries deemed to be fair and reasonable to
the Company and its shareholders by the Board of Directors.

27



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##### Table of Contents



Compensation of Directors.

Directors do not receive any compensation for serving on our Board.




Item 11.   Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth common stock ownership information as of
April 13, 2001 with respect to:



| |  |  | each person known to us to be the beneficial owner of more
than 5% of our common stock;
| | - |  | ---------------------------------------------------------------------------------------
|
| |  |  | each of our officers and directors; and                                                
|
| |  |  | all directors and officers as a group.                                                 

This information as to beneficial ownership was furnished to us by or on
behalf of the persons named. Unless otherwise indicated, the business address
of each person listed is 12400 SW 134th Court, Suite 11, Miami, Florida 33186.
Information with respect to the percent of class is based on 10,000,000 issued
and outstanding shares of Common Stock as of April 13, 2001.

Except as otherwise indicated, to our knowledge, each stockholder has sole
power to vote and dispose of all the shares of Common Stock listed opposite his
name.

For purposes of this table, each person is deemed to have beneficial
ownership of any shares of Common Stock which that person has the right to
acquire on or within 60 days after April 15, 2002.

|                                                               |  |                    |           |          |  |  |       |  
|-------------------------------------------------------------- |  | ------------------ | --------- | -------- |  |  | ----- | -
|                                                               |  | AMOUNT OF SHARES   |           | PERCENT 
|NAME OF BENEFICIAL OWNER                                       |  | BENEFICIALLY OWNED |           | OF CLASS
|                                                               |  |                    |           |         
|Equity Management Partners, LLC                                |  |                    | 6,196,700 |          |  |  | 61.96 | %
|Cedric Cordell Adams, M.D.(1)                                  |  |                    | 1,100,000 |          |  |  | 11.00 | %
|Goldco Properties Limited Partnership(2)                       |  |                    | 717,000   |          |  |  | 7.17  | %
|James Jaffe(3)                                                 |  |                    | 1,066,700 |          |  |  | 10.67 | %
|McIvan A. Jarrett(4)                                           |  |                    | 4,218,713 |          |  |  | 42.18 | %
|Jerrold Brooks(5)                                              |  |                    | 1,506,417 |          |  |  | 11.50 | %
|Nelson Futch(6)                                                |  |                    | 301,160   |          |  |  | 3.01  | %
|All executive officers and
directors as a group (five
persons) |  |                    | 8,192,990 |          |  |  | 81.92 | %



|(1) |  | Dr. Cedric Cordell Adams address is 3600 Gaston Avenue, Ste. 858,
Dallas, Texas 75246.                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Golco Properties Limited Partnership, whose address is 22154
Martella Avenue, Boca Raton Florida 33433, is a Florida Limited Partnership.

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##### Table of Contents



|(3) |  | Mr. James Jaffes address is #2 Cedar Court, Marlboro, New Jersey
07746.                                                                                                                                                                                                          
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Mr. McIvan Jarrett, our President and Treasurer, is a managing
member of and holds a controlling interest in Equity Management Partners, LLC.
Accordingly, Mr. Jarrett is deemed the beneficial owner of
4,218,713 shares of
Common Stock held by Equity Management Partners, LLC.
|   
|(5) |  | Mr. Jerrold Brooks, our Executive Vice President and Secretary, is
a managing member of Equity Management Partners, LLC. Accordingly, Mr. Brooks
is deemed the beneficial owner of 1,506,417 shares held by Equity Management
Partners, LLC.                                      
|   
|(6) |  | Mr. Nelson Futch, our Vice President and Assistant Secretary, is a
member of Equity Management Partners, LLC and may be deemed to have shared
voting and investment of such shares.                                                                                               




Item 12.   Certain Relationships and Related Transactions.

Our corporate headquarters is located at 12400 SW 134th Court, Suite 11,
Miami, Florida 33186. This is also the corporate headquarters of Equity
Holdings Group, Inc., an affiliate of Equity Management. McIvan Jarrett, our
President, and Jerrold Brooks, our Executive Vice President, serve as managing
members of Equity Management, and Nelson Futch, our Vice President, is a member
of Equity Management. The Company has a month-to-month agreement with Equity
Holdings Group, Inc., whereby the Company pays a $200 monthly flat fee to
occupy the premises and for secretarial and administrative support services.




Item 13.   Exhibits and Reports on Form 8-K.

Copies of the following documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-B.

(a)  EXHIBITS

|        |  |                                                                                                                                                                                                                                                                            
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                            
|NUMBER  |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                            
|3.1     |  | Amended and Restated Articles of Incorporation as filed with the Florida Secretary of State on July
30, 2001 (incorporated by reference to the Companys Quarterly Report on Form 10-QSB filed with the
SEC on August 3, 2001)                                             
|        |  |                                                                                                                                                                                                                                                                            
|3.2     |  | Bylaws of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-QSB
filed with the SEC on August 3, 2001)                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                            
|10.1    |  | Agreement for the Exchange of Common Stock dated March 2, 2001 among Technology Ventures Group,
Inc., Goldco Properties Limited Partnership, and Equity Management Partners, LLC (incorporated by
reference to the Companys Form 8-K filed with the SEC on March 13, 2001)

29



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##### Table of Contents



|     |  |                                                                                                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 |  | Registration Rights Agreement dated as of March 2, 2001, among Technology Ventures Group, Inc.,
Goldco Properties Limited Partnership, Shelly Goldstein and Peter Goldstein (incorporated by
reference to the Companys Form 8-K filed with the SEC on March 13, 2001)
|     |  |                                                                                                                                                                                                                                                                       
|10.3 |  | Letter Agreement dated April 6, 2001 between the Company and Equity Holdings Group, Inc.
(incorporated by reference to the Companys Quarterly Report on Form 10-QSB filed with the SEC on
August 3, 2001)                                                            
|     |  |                                                                                                                                                                                                                                                                       
|10.4 |  | Letter Agreement dated April 6, 2001 between the Company and McIvan A. Jarrett (incorporated by
reference to the Companys Quarterly Report on Form 10-QSB filed with the SEC on August 3, 2001)                                                                      
|     |  |                                                                                                                                                                                                                                                                       
|10.5 |  | Letter Agreement dated April 6, 2001 between the Company and Nelson Futch (incorporated by reference
to the Companys Quarterly Report on Form 10-QSB filed with the SEC on August 3, 2001)                                                                           
|     |  |                                                                                                                                                                                                                                                                       
|10.6 |  | Letter Agreement dated April 6, 2001 between the Company and Jerrold Brooks (incorporated by
reference to the Companys Quarterly Report on Form 10-QSB filed with the SEC on August 3, 2001)                                                                         
|     |  |                                                                                                                                                                                                                                                                       
|16   |  | Letter of Samuel F. May Jr., C.P.A.                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                       
|21   |  | List of Subsidiaries                                                                                                                                                                                                                                                  

(b)  Reports on Form 8-K.

No Reports on Form 8-K were filed during the quarter ended December 31,
2001.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                   |  |                                     | 
|------------------ |  | ----------------------------------- | 
|                   |  | Newcourt Holdings, Inc.            
|                  
|                  
|Date: May 15, 2002 |  | /s/ McIvan Jarrett                 
|                   |  |                                    
|                   |  | McIvan Jarrett, Chairman, President
|                   |  | and Treasurer                      

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|                                 |  |                                                                                                                |  |      |              | 
|-------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ---- | ------------ | 
|Signature                        |  | Title                                                                                                          |  | Date
|                                 |  |                                                                                                                |  |     
|/s/ McIvan JarrettMcIvan Jarrett |  | Director, President and Treasurer
(Principal Executive Officer and
Principal Financial and Accounting
Officer) |  |      | May 15, 2002
|                                
|/s/ Jerrold BrooksJerrold Brooks |  | Director, Executive Vice President
and Secretary                                                               |  |      | May 15, 2002
|                                
|/s/ Nelson FutchNelson Futch     |  | Director and Vice President                                                                                    |  |      | May 15, 2002
|                                
|Cedric Cordell Adams, M.D.       |  | Director                                                                                                       |  |      | May
__, 2002
|                                
|James Jaffe                      |  | Director                                                                                                       |  |      | May
__, 2002

31