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

FORM 10-KSB/A
(Amendment No. 1)

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|[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.

---

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


|                                |  |                                                      
|------------------------------- |  | -----------------------------------------------------
|Florida                         |  | 65-0972643                                           
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)                 
|incorporation or organization)  |  |                                                      
|                                |  |                                                      
|12400 SW 134th Court,           |  |                                                      
|Suite 11                        |  |                                                      
|Miami, Florida 33186            |  |                                                      
|(Address of principal executive |  | (305) 971-5370                                       
|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 $.001 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 the Form 10-KSB
or this Form 10-KSB/A (Amendment No. 1) or any further amendment to the Form
10-KSB.   [   ]

The issuers revenues for the 2001 fiscal year were $0.

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, 2002 was 10,000,000.

DOCUMENTS INCORPORATED BY REFERENCE:None

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





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TABLE OF CONTENTS



|                                                                                                                      |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                                                                                               
|PART II                                                                                                              
|Independent Accountants' Report                                                                                      
|CONSOLIDATED BALANCE SHEETS                                                                                          
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                
|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT                                                          
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2001                                                         
|PART III                                                                                                             
|SIGNATURES                                                                                                           
|CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|EXHIBIT INDEX                                                                                                        
|EX-16 Letter of Samuel F. May Jr., CPA                                                                               



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Explanatory Note

Newcourt Holdings, Inc. amends its Annual Report on Form 10-KSB (the
Report) for the fiscal year ended December 31, 2001 (filed on May 17, 2002),
as set forth in this Form 10-KSB/A (Amendment No. 1), to (i) delete the
disclosure regarding a sale of 599,998 shares of unregistered common stock on
March 1, 2002; (ii) revise its previously issued financial statements; and
(iii) disclose the location of the offices of Sharpton, Brunson & Company, P.A.
in the Independent Accountants Report for the fiscal year ended December 31,
2001 and of Samuel F. May, CPA in Exhibit 16 to the Report. See Item 5, Market
for Common Stock Equity and Related Stockholder Matters; Item 7, Financial
Statements, including the Notes to Financial Statements; and revised Exhibit 16
attached to this Report for the impact of the revisions.

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

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

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PART I

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.

In December 2001, the Company accepted $90,000 from four accredited
investors, as defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended, including James Jaffe, one of the directors
of the Company. The Company intends to issue and sell an aggregate of 599,998
shares of Common Stock to such investors during the fiscal quarter beginning
April 1, 2002.

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PART II

Item 7. Financial Statements.

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

|                                                |  |      |       | 
|----------------------------------------------- |  | ---- | ----- | 
|TABLE OF CONTENTS                               |  | PAGE
|                                                |  |     
|Independent Accountants Report                 |  |      | 5     | 
|                                                |  |      |       | 
|Consolidated Balance Sheets:                    |  |      | 6     | 
|                                                |  |      |       | 
|Consolidated Statements of Operation            |  |      | 7     | 
|                                                |  |      |       | 
|Consolidated Statements of Shareholders Equity |  |      | 8     | 
|                                                |  |      |       | 
|Consolidated Statements of Cash Flows           |  |      | 9     | 
|                                                |  |      |       | 
|Notes to Consolidated Financial Statements      |  |      | 10-13 | 

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Independent Accountants Report

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

We have audited the accompanying consolidated balance sheet of Newcourt
Holdings, Inc. as of December 31, 2001 and the related statements of income,
changes in shareholders deficit and cash flows for the year then ended. These
financial statements are the responsibility of the Newcourt Holding, Inc.
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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.

These financial statements were previously issued and reported on, by us, on
March 27, 2002. Since our report dated March 27, 2002, we have determined that
the acquisition of Newcourt Capital Holdings, Inc. was incorrectly recorded on
the balance sheet. For accounting purposes, Newcourt Capital Holdings, Inc.
was the accounting acquirer as more fully described in Note 9.

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 & Co. P.A.
Miami, Florida
March 18, 2003

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CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001




|                                      |                                                                                                       |                                             |   |          |          |  
|------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------- | - | -------- | -------- | -
|                                      |                                                                                                       |                                             |   | 2001    
|                                      |                                                                                                       |                                             |   |         
|ASSETS                               
|Current assets:                       |                                                                                                       |                                             |   |         
|                                      | Cash                                                                                                  |                                             | $ | 244,013  |         
|Non-current assets:                   |                                                                                                       |                                             |   |         
|                                      | Property and equipment                                                                                |                                             |   | 1,661    |         
|                                      | Escrow deposits                                                                                       |                                             |   | 100,000  |         
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total non-current assets                    |   |          | 101,661  |  
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total assets                                |   | $        | 345,674  |  
|                                      |                                                                                                       |                                             |   |         
|LIABILITIES AND SHAREHOLDERS DEFICIT
|Current liabilities:                  |                                                                                                       |                                             |   |         
|                                      | Accounts payable                                                                                      |                                             | $ | 7,175    |         
|                                      | Common stock subscription payable                                                                     |                                             |   | 90,000   |         
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total current liabilities                   |   |          | 97,175   |  
|                                      |                                                                                                       |                                             |   |         
|Long-term debt:                       |                                                                                                       |                                             |   |         
|                                      | Notes payable and accrued interest                                                                    |                                             |   | 412,015  |         
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total liabilities                           |   |          | 509,190  |  
|                                      |                                                                                                       |                                             |   |         
|Shareholders deficit:                |                                                                                                       |                                             |   |         
|                                      | Preferred stock, $.01 par value; 5,000,000 shares authorized;
no shares issued or outstanding         |                                             |   |         |         
|                                      | Common stock, $.001 par value, 50,000,000 shares authorized;
10,000,000 shares issued and outstanding |                                             |   | 10,000   |         
|                                      | Additional paid-in capital                                                                            |                                             |   | (10,000  | )       
|                                      | Accumulated deficit                                                                                   |                                             |   | (163,516 | )       
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total shareholders deficit                 |   |          | (163,516 | )
|                                      |                                                                                                       |                                             |   |         
|                                      |                                                                                                       | Total liabilities and shareholders deficit |   | $        | 345,674  |  
|                                      |                                                                                                       |                                             |   |         




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CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001

|                                              |                        |                              |            |         |         |  
|--------------------------------------------- | ---------------------- | ---------------------------- | ---------- | ------- | ------- | -
|                                              |                        |                              |            | 2001   
|                                              |                        |                              |            |        
|Revenue                                       |                        | $                            |           |        
|Operating expenses:                           |                        |                              |            |        
|                                              | Depreciation           |                              |            | 474     |        
|                                              | Consulting             |                              |            | 9,463   |        
|                                              | Telephone              |                              |            | 407     |        
|                                              | Bank charges           |                              |            | 142     |        
|                                              | Postage and delivery   |                              |            | 83      |        
|                                              | Commissions            |                              |            | 9,000   |        
|                                              | Marketing expense      |                              |            | 40,364  |        
|                                              | Legal and accounting   |                              |            | 57,418  |        
|                                              | Licenses and fees      |                              |            | 4,297   |        
|                                              | Management fees        |                              |            | 11,900  |        
|                                              | Administrative expense |                              |            | 1,583   |        
|                                              |                        |                              |            |        
|                                              |                        | Total operating expenses     |            |         | 135,131 |  
|                                              |                        |                              |            |        
|Other income (expense)                        |                        |                              |            |        
|                                              | Interest income        |                              |            | 7,599   |        
|                                              | Interest expense       |                              |            | (35,984 | )      
|                                              |                        |                              |            |        
|                                              |                        | Total other income (expense) |            |         | (28,385 | )
|                                              |                        |                              |            |        
|Loss before income taxes                      |                        |                              | (163,516   | )      
|Provision for income taxes                    |                        |                              |           |        
|                                              |                        |                              |            |        
|Net loss                                      |                        | $                            | (163,516   | )      
|                                              |                        |                              |            |        
|Net loss per share                            |                        | $                            | (0.02      | )      
|                                              |                        |                              |            |        
|Weighted average number of shares outstanding |                        |                              | 10,000,000 |        
|                                              |                        |                              |            |        

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CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2001




|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|----------------------------------------------------- |  | ---------------- | ---------- | ---------- |  | ----------- | ------ | ------- |  | ----- | ------- | - |  | - | -------- | - |  | - | -------- | -
|                                                      |  | Common Stock     |            | Additional |  |             |        |         |  |       |         |  
|                                                      |  |                  |            | Paid-in    |  | Accumulated |        |         |  |      
|                                                      |  | Number of Shares |            | Amount     |  | Capital     |        | Deficit |  | Total
|                                                      |  |                  |            |            |  |             |        |         |  |      
|Balance  January 1, 2001                             |  |                  |           |            |  | $           |       |         |  | $     |        |   |  | $ |         |   |  | $ |         |  
|Capital contributions                                 |  |                  | 9,200,000  |            |  |             | 9,200  |         |  |       | (8,200  | ) |  |   |         |   |  |   | 1,000    |  
|Acquisition of net liabilities of
Technology Ventures |  |                  | 800,000    |            |  |             | 800    |         |  |       | (1,800  | ) |  |   |         |   |  |   | (1,000   | )
|Net loss for the year                                 |  |                  |           |            |  |             |       |         |  |       |        |   |  |   | (163,516 | ) |  |   | (163,516 | )
|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  
|Balance  December 31, 2001                           |  |                  | 10,000,000 |            |  | $           | 10,000 |         |  | $     | (10,000 | ) |  | $ | (163,516 | ) |  | $ | (163,516 | )
|                                                      |  |                  |            |            |  |             |        |         |  |       |         |   |  |   |          |   |  |   |          |  




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CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2001

|                                              |                                                                             |                                    |                              |          |        |          |  
|--------------------------------------------- | --------------------------------------------------------------------------- | ---------------------------------- | ---------------------------- | -------- | ------ | -------- | -
|                                              |                                                                             |                                    |                              |          | 2001  
|                                              |                                                                             |                                    |                              |          |       
|Cash flows from operating activities:         |                                                                             |                                    |                              |         
|                                              | Net loss                                                                    |                                    | $                            | (163,516 | )     
|                                              | Adjustments to reconcile net loss to net cash used by
operating activities: |                                    |                              |          |       
|                                              |                                                                             | Depreciation                       |                              |          | 474    |         
|                                              |                                                                             | Changes in assets and liabilities: |                              |          |        |         
|                                              |                                                                             |                                    | Increase in escrow deposits  |          |        | (100,000 | )
|                                              |                                                                             |                                    | Increase in accounts payable |          |        | 6,175    |  
|                                              |                                                                             |                                    | Increase in accrued interest |          |        | 22,765   |  
|                                              |                                                                             |                                    |                              |         
|Net cash used in operating activities         |                                                                             |                                    | (234,102                     | )       
|                                              |                                                                             |                                    |                              |         
|Cash flows from investing activities:         |                                                                             |                                    |                              |         
|                                              | Purchase of equipment                                                       |                                    |                              | (2,135   | )     
|                                              |                                                                             |                                    |                              |         
|Cash flows from financing activities:         |                                                                             |                                    |                              |         
|                                              | Common stock subscription payable                                           |                                    |                              | 90,000   |       
|                                              | Capital contributions                                                       |                                    |                              | 1,000    |       
|                                              | Proceeds from notes payable                                                 |                                    |                              | 389,250  |       
|                                              |                                                                             |                                    |                              |         
|Net cash provided by financing activities     |                                                                             |                                    | 480,250                      |         
|                                              |                                                                             |                                    |                              |         
|Net increase in cash                          |                                                                             |                                    | 244,013                      |         
|Cash and cash equivalents  beginning of year |                                                                             |                                    |                             |         
|                                              |                                                                             |                                    |                              |         
|Cash and cash equivalents  end of year       |                                                                             | $                                  | 244,013                      |         
|                                              |                                                                             |                                    |                              |         
|Supplemental Information:                     |                                                                             |                                    |                              |         
|                                              | Cash paid for:                                                              |                                    |                              |          |       
|                                              |                                                                             | Interest                           |                              | $        | 13,219 |         
|                                              |                                                                             |                                    |                              |         
|                                              |                                                                             | Income taxes                       |                              | $        |       |         
|                                              |                                                                             |                                    |                              |         

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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

NOTE 1  NATURE OF OPERATIONS

Technology Ventures Group, Inc. was incorporated on December 17, 1999 under the
laws of the State of Florida to engage in any lawful corporate purpose. Other
than issuing shares to its shareholders, Technology Ventures Group, Inc. never
commenced any other operational activities. In January 2000, registered
1,000,000 shares of common stock. In March 2001, Technology Ventures Group,
Inc. executed an agreement with Newcourt Capital Holdings, Inc. to acquire all
of Newcourt Capital Holdings issued and outstanding shares of capital stock in
exchange for 9,200,000 shares of our common stock. After the merger was
completed our name was changed to Newcourt Holdings, Inc.

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

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the operations, 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 conform 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. At December 31, 2001 the Company had no
cash equivalents.

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Earnings Per Share

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

NOTE 3  CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in a financial institution located in
Miami, Florida. The Federal Deposit Insurance Corporation (FDIC) up to
$100,000 insures the balance. At December 31, 2001, the balance exceeded FDIC
insurance limits by $144,013.

NOTE 4  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

NOTE 5  PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2001:

|                               |                            |   |       |       | 
|------------------------------ | -------------------------- | - | ----- | ----- | 
|                               |                            |   | 2001 
|                               |                            |   |      
|Computer equipment             |                            | $ | 2,135 |      
|Less: accumulated depreciation |                            |   | (474  | )    
|                               |                            |   |       |      
|                               | Net property and equipment |   | $     | 1,661 | 
|                               |                            |   |       |      

Depreciation expense for the periods ended December 31, 2001 was $474.

NOTE 6  INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. This
standard requires, among other things, recognition of future tax consequences,
measured by enacted tax rates attributable to taxable and deductible temporary
differences between financial statement and income tax bases of assets and
liabilities. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized. Income tax expense
is the tax payable for the period and the change during the period in the
deferred tax asset and liability.

For income tax purposes, the Company has elected to capitalize start-up costs
incurred during 2000 totaling $135,131. The start-up costs will be amortized
over sixty months beginning in 2002. An analysis of the components of the loss
before income taxes and the related income tax benefit is presented in the
following tables. The tax amounts have been calculated using the 34% federal
and 5.5% state income tax rates.

The (provision) benefit for income taxes consists of the following:

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|         |  |      |   | 
|-------- |  | ---- | - | 
|         |  | 2001
|         |  |     
|Current  |  | $    |  | 
|Deferred |  |      |  | 
|         |  |      |   | 
|         |  | $    |  | 
|         |  |      |   | 

Deferred tax assets for December 31, 2001 consist of the following:

|                    |                                           |   |      |         |  
|------------------- | ----------------------------------------- | - | ---- | ------- | -
|                    |                                           |   | 2001
|                    |                                           |   |     
|Deferred tax asset: |                                           |   |      |        
|                    | Tax benefit of capitalized start-up costs |   | $    | 50,850  |  
|                    | Net operating loss                        |   |      | 10,681  |  
|                    | Less: valuation allowance                 |   |      | (61,531 | )
|                    |                                           |   |      |        
|Deferred tax asset  |                                           | $ |     |        
|                    |                                           |   |      |        

A reconciliation of income tax at the statutory rate to the Companys effective
tax rates for the periods ended December 31, 2001, is as follows:

|                                                |  |      |         |  
|----------------------------------------------- |  | ---- | ------- | -
|                                                |  | 2001
|                                                |  |     
|Federal income tax at the statutory rate of 34% |  | $    | (55,595 | )
|State tax, net of federal benefit               |  |      | (5,936  | )
|Increase in valuation allowance                 |  |      | 61,531  |  
|                                                |  |      |         |  
|                                                |  | $    |        |  
|                                                |  |      |         |  

The Company has a net operating loss carry forward of approximately $28,385,
which will begin to expire in 2018.

NOTE 7  NOTES PAYABLE  RELATED PARTY

At December 31, 2001, the Company has two notes payable to Equity Management
Partners LLC (whose board members are also board members of the Company), in
the amount of $389,250. These notes were executed on February 14, 2001.
Interest rate on both notes is 7% per annum. Both interest and principle on
the notes become due on February 15, 2004.

NOTE 8  SHAREHOLDERS DEFICIT

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

In December 2001, the Company accepted $90,000 from four accredited investors,
as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended. The Company reached a final agreement with these investors
in April 2002 and issued 599,998 shares.

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NOTE 9  MERGER AGREEMENT

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

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

NOTE 10  RELATED PARTIES

Certain board members receive management fees to perform and conduct the
business of the Company. Management fees paid during the year ending December
31, 2001 totaled $11,900.

NOTE 11  OTHER MATTERS

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



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

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

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

NOTE 12  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 the seller. As a result, the Companys deposit of $100,000 was
forfeited. Subsequently, the Company 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 the Company complete the acquisition prior to the
seller entering into a new sales contract with another buyer.

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PART III

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)
|        |  |                                                                                                                                                                                                                                                                            
|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)                                                                           

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|     |  |                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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. (revised)                                                                                                                                                
|     |  |                                                                                                                                                                                              
|21   |  | List of Subsidiaries (incorporated by reference to the Companys
Annual Report on Form 10-KSB filed with the SEC on May 17, 2002)                                                            

(b)  Reports on Form 8-K.

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

Item 14. Controls and Procedures.

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

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

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

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

In connection with the Annual Report of Newcourt Holdings, Inc. on Form
10-KSB/A (Amendment No. 1) for the year ended December 31, 2001, as filed with
the Securities and Exchange Commission on the date hereof, I, McIvan A.
Jarrett, the Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:

1.     I have reviewed the annual report being filed;

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

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

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



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

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



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuers ability to
record, process,

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| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | summarize and report financial data and have identified for the issuers
auditors any material weakness in internal controls; and



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

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

|                     |  |        |  |                            
|-------------------- |  | ------ |  | ---------------------------
|Date: March 28, 2003 |  |        |  |                            
|                     |  |       
|                     |  | Name:  |  | McIvan A. Jarrett          
|                     |  | Title: |  | Chief Executive Officer    
|                     |  |        |  | and Chief Financial Officer

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EXHIBIT INDEX

|        |  |                                    
|------- |  | -----------------------------------
|EXHIBIT |  |                                    
|NUMBER  |  | DESCRIPTION OF EXHIBIT             
|        |  |                                    
|16      |  | Letter of Samuel F. May Jr., C.P.A.

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