SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2003

NEWCOURT HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Florida
(State or Other Jurisdiction of Incorporation)


333-5733 (Commission File Number)		59-3379927 (I.R.S. Employer Identification No.)

12400 SW 134th Court, Suite 11, Miami, FL (Address of Principal Executive Offices)		33186 (Zip Code)

(305) 971-5370
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS


	Item 7. Financial Statements and Exhibits.
COMBINED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 AND UNAUDITED AT MARCH 31, 2003 AND 2002
COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 AND FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001 AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2002 AND FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001 AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003
COMBINED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2002 AND FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001 AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
NOTES TO COMBINED FINANCIAL STATEMENTS

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Newcourt Holdings, Inc. hereby amends the following Item of its Current Report on Form 8-K dated May 2, 2003 (filed with the Securities and Exchange Commission on May 19, 2003), as set forth in the pages hereto.

Item 7. Financial Statements and Exhibits.

a. Financial Statements of Businesses Acquired

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ENGINEERED PLASTICS INDUSTRIES, INC
AND QUANTUM PHARMACEUTICALS, INC

COMBINED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2002
AND FOR THE PERIOD FROM OCTOBER 8, 2001
(INCEPTION) THROUGH DECEMBER 31, 2001 AND
UNAUDITED FOR THE PERIOD ENDED MARCH 31, 2003

TABLE OF CONTENTS


Independent Auditor’s Report		1
Combined Financial Statements:
	Combined Balance Sheets as of December 31, 2002 and 2001 and unaudited as of March 31, 2003 and 2002	2

	Combined Statements of Operations for the year ended December 31, 2002 and for the period from October 8, 2001 (inception) through December 31, 2001 and unaudited for the three months ended March 31, 2003 and 2002	3

	Combined Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2002 and for the period from October 8, 2001 (inception) through December 31, 2001 and unaudited for the three months ended March 31, 2003 and 2002	4

	Combined Statements of Cash Flows for the year ended December 31, 2002 and for the period from October 8, 2001 (inception) through December 31, 2001 and unaudited for the three months ended March 31, 2003 and 2002	5

Notes to Combined Financial Statements		6-11

[DASZKALBOLTON LLP LOGO]

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders
Engineered Plastics Industries, Inc. and
Quantum Pharmaceuticals, Inc.

We have audited the combined balance sheets of Engineered Plastics Industries, Inc. and Quantum Pharmaceuticals, Inc. as of December 31, 2002 and 2001 and the combined statements of operations, changes in stockholders’ deficit and cash flows the year ended December 31, 2002 and for the period from October 8, 2001 (inception) to December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 combined financial statements referred to above present fairly, in all material respects, the combined financial position of Engineered Plastics Industries, Inc. and Quantum Pharmaceuticals, Inc. as of December 31, 2002 and 2001 the results of their operations and their cash flows for the periods then ended in conformity with auditing principles generally accepted in the United States of America.

/s/ Daszkal Bolton LLP

Boca Raton, Florida
March 5, 2003

ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
COMBINED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001 AND UNAUDITED AT MARCH 31, 2003 AND 2002


				ASSETS
										(UNAUDITED)			(UNAUDITED)
				December 31,			December 31,			March 31,			March 31,
				2002			2001			2003			2002

Current assets:
		Cash		$	—		$	96,079		$	5,430		$	61,052
		Accounts receivable			165,330			75,036			153,788			163,708
		Inventory			65,657			—			74,121			—

			Total current assets		230,987			171,115			233,339			224,760

Property and equipment, net					1,366,594			1,486,682			1,319,172			1,424,733

			Total assets	$	1,597,581		$	1,657,797		$	1,552,511		$	1,649,493

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
		Accounts payable		$	116,864		$	—		$	115,812		$	42,056
		Bank overdraft			2,016			—			—			—
		Accrued expenses			6,186			—			44,469			—
		Current portion of seller’s note payable			58,333			136,007			50,203			11,203
		Current portion of long-term finance note payable			4,830			4,110			5,046			966
		Current portion of stockholder loans			93,223			—			94,389			—
		Current portion of related party loans			9,651			—			9,651			—
		Current portion of lease payments			—			—			4,069			—
		Line of credit			9,658			—			8,031			—

			Total current liabilities		300,761			140,117			331,670			54,225

Long-term liabilities:
		Non-current portion of seller’s note payable			1,060,412			1,109,747			1,047,532			1,133,348
		Non-current portion of long-term finance note payable			228,247			233,076			226,894			235,254
		Non-current portion of stockholder loans			257,589			229,750			242,287			229,750
		Non-current portion of lease payments			—			—			15,259			—
		Non-current portion of related party loans			141,649			—			157,649			—

			Total long-term liabilities		1,687,897			1,572,573			1,689,621			1,598,352

			Total liabilities		1,988,658			1,712,690			2,021,291			1,652,577

Stockholders’ deficit:
		Common stock, $1.00 par value, 10,000 shares authorized; 12,000 and 10,000 shares issued and outstanding			12,000			10,000			12,000			10,000
	Accumulated deficit				(403,077	)		(64,893	)		(480,780	)		(13,084	)

			Total stockholders’ deficit		(391,077	)		(54,893	)		(468,780	)		(3,084	)

			Total liabilities and stockholders’ deficit	$	1,597,581		$	1,657,797		$	1,552,511		$	1,649,493

See accompanying footnotes to combined financial statements

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002 AND
FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


						October 8,
						2001 (inception)
			Year Ended			through			(UNAUDITED)			(UNAUDITED)
			December 31,			December 31,			March 31,			March 31,
			2002			2001			2003			2002

Sales			$	1,274,547		$	166,990		$	442,678		$	317,416
Cost of sales				472,687			71,038			194,847			97,190

Gross profit				801,860			95,952			247,831			220,226

General and administrative expense				1,000,364			138,286			296,386			168,417

(Loss) gain from operations				(198,504	)		(42,334	)		(48,555	)		51,809

Other income (expense):
	Interest income			280			—			—			—
	Interest expense			(139,960	)		(22,559	)		(29,148	)		—

		Total other (expense)		(139,680	)		(22,559	)		(29,148	)		—

(Loss) gain before income taxes				(338,184	)		(64,893	)		(77,703	)		51,809
Benefit (provision) for income taxes				—			—			—			—

Net (loss) income			$	(338,184	)	$	(64,893	)	$	(77,703	)	$	51,809

See accompanying footnotes to combined financial statements.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED
DECEMBER 31, 2002 AND FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH
DECEMBER 31, 2001 AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003


	Engineered Plastics Industries				Quantum Pharmaceuticals

	Common Stock				Common Stock				Accumulated
	Shares		Amount		Shares		Amount		Deficit			Total

Balance, October 8, 2001		—	$	—		—	$	—	$	—		$	—
Common stock issued for services		10,000		10,000		—		—		—			10,000
Net loss		—		—		—		—		(64,893	)		(64,893	)

Balance, December 31, 2001		10,000		10,000		—		—		(64,893	)		(54,893	)
Common stock issued for services		—		—		2,000		2,000		—			2,000
Net loss		—		—		—		—		(338,184	)		(338,184	)

Balance, December 31, 2002		10,000		10,000		2,000		2,000		(403,077	)		(391,077	)
Common stock issued for services		—		—		—		—		—			—
Net loss		—		—		—		—		(77,703	)		(77,703	)

Balance, March 31, 2003		10,000	$	10,000		—	$	2,000	$	(480,780	)	$	(468,780	)

See accompanying footnotes to combined financial statements.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002 AND
FOR THE PERIOD FROM OCTOBER 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
AND UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


							October 8,
							2001 (inception)
				Year Ended			through			(UNAUDITED)			(UNAUDITED)
				December 31,			December 31,			March 31,			March 31,
				2002			2001			2003			2002

Cash flows from operating activities:
	Net (loss) income			$	(338,184	)	$	(64,893	)	$	(77,703	)	$	51,809
	Adjustments to reconcile net income to net cash used in operating activities:
			Depreciation and amortization		254,488			61,949			67,766			61,949
			Common stock issued for services		2,000			10,000			—			—
			Increase in accounts receivable		(90,295	)		(75,036	)		11,542			(88,672	)
			Increase in inventories		(65,657	)		—			(8,464	)		—
			Increase in accounts payable		116,864			—			(1,049	)		42,056
			Increase in accrued expenses		6,186			—			38,283			—

Net cash (used in) provided by operating activities					(114,598	)		(67,980	)		30,375			67,142

Cash flows used in investing activities:
	Purchase of property and equipment				(134,400	)		(302,877	)		—			—

Cash flows from financing activities:
	Checks drawn in excess of available bank balance				2,016			—			(2,016	)		—
	Proceeds from note payable-finance company				—			237,500			—			—
	Repayments of note payable-finance company				(4,110	)		(314	)		(1,137	)		(966	)
	Proceeds from line of credit				10,184			—			—			—
	Repayments on line of credit				(526	)		—			(1,627	)		—
	Proceeds from related party notes				151,300			—			16,000			—
	Proceeds from stockholder loans				121,062			294,750			—			—
	Repayments of stockholder loans				—			(65,000	)		(14,136	)		—
	Proceeds from seller notes payable				—			4,246			—			—
	Repayments of seller notes payable				(127,007	)		(4,246	)		(21,012	)		(101,203	)
	Repayments of capital lease				—			—			(1,017	)		—

Net cash provided by (used in) financing activities					152,919			466,936			(24,945	)		(102,169	)

Net increase (decrease) in cash					(96,079	)		96,079			5,430			(35,027	)

Cash, beginning of period					96,079			—			—			96,079

Cash, end of period				$	—		$	96,079		$	5,430		$	61,052

Supplementary Information:
	Cash paid for:
		Interest		$	133,774		$	22,559		$	29,148		$	—

		Income taxes		$	—		$	—		$	—		$	—

	Supplemental disclosure of noncash investing and financing activities :
		Issuance of notes payable for purchase of equipment		$	—		$	1,250,000		$	—		$	—

See accompanying footnotes to combined financial statements.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF BUSINESS

Engineered Plastics Industries, Inc. (“EPI”) is a Hialeah, Florida-based manufacturer and distributor of pharmaceutical grade disposable plastic vials and was incorporated on October 8, 2001. The vials are produced through an extruded blown molding process utilizing low-density polyethylene. The vials are used by pharmacies in the filling and dispensation of respiratory medication prescribed by physicians for patients with chronic obstructive pulmonary diseases as well as other pulmonary and bronchial disorders. The Company also designs and manufacturers the filling stations and heat-sealing machines integral to the hygienic sealing of the vials. The manufacture of vials represents about 80% of the Company’s business. The remaining 20% is comprised of ancillary filling and sealing stations that the Company designs, assembles and sells to pharmacies and other licensed providers of respiratory medicines.

Quantum Pharmaceuticals, Inc. (“QPI”) was incorporated in December 2001, with operations beginning in March 2002. QPI is a Hialeah, Florida based company established as a wholesale distributor of respiratory medications, pharmacy supplies, generic drugs, medical devices, disposable medical supplies and ancillary products to various independent as well as mail order pharmacies, hospitals and clinics worldwide.

Both companies are under the same ownership and management. Quantum Pharmaceuticals, Inc. provides marketing services to Engineered Plastics Industries, Inc.

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 Companies product development will be successfully completed or that it will be a commercial success. Further, the Companies are dependent upon certain related parties to provide continued funding and capital resources.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination

The accompanying combined financial statements of Engineered Plastics Industries, Inc. and Quantum Pharmaceuticals, Inc. (the “Companies”) for the year ended December 31, 2002 have been prepared to present their financial position and results of operations as a single entity and include their accounts as a combination of entities under common management and control. All material intercompany transactions have been eliminated in combination.

The accompanying audited combined financial statements from October 8, 2001 (inception) through December 31, 2001 show the financial position and results of operations of EPI.

Unaudited Interim Information

The information presented as of March 31, 2003 and 2002 has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2003 and 2002, and the results of its operations and its cash flows for the three months ended March 31, 2003 and 2002, and the stockholders’ deficit for the three months ended March 31, 2003 and 2002. The results of operations for the three month period ended March 31, 2003 and 2002 are not necessarily indicative of the results for the full year.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 2002 and 2001, the Company had no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with general accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventory

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

Accounts Receivable

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

Equipment and Leasehold Improvements

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

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


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

Shipping And Handling Costs

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

Income Taxes

The Companies, with the consent of their stockholders, have elected under the Internal Revenue Code to be an “S” corporation. In lieu of corporation income taxes, the stockholders of an “S” corporation are taxed on their proportionate share of the corporation’s taxable income. Therefore, no provision or liability for federal or state income taxes has been included in the accompanying financial statements. Upon the completion of the share exchange as discussed in Note 9, the Companies status as “S” corporations will terminate and the Companies will become subject to corporate income taxes.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

New Accounting Pronouncements

In August 2001, the FASB approved the issuance of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement 144 requires the use of one accounting model for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and by broadening the presentation of discontinued operations to include more disposal transactions. The requirements of Statement 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early application encouraged.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of the FASB Statement No. 13, and Technical Corrections. SFAS 145 rescinds the provisions of SFAS No. 4 that requires companies to classify certain gains and losses from debt extinguishments as extraordinary items, eliminates the provisions of SFAS No. 44 regarding transition to the Motor Carrier Act of 1980 and amends the provisions of FASB No. 13 to require that certain lease modifications be treated as sale leaseback transactions. The provisions of FASB 145 related to classification of debt extinguishments are effective for fiscal years beginning after May 15, 2002. The provisions of SFAS 145 related to lease modifications is effective for transactions occurring after May 15, 2002. Earlier application is encouraged.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity.

Previous accounting guidance was provided by EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 replaces Issue 94-3. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Account Standards No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends Statements No. 123 to provide three alternative methods of transition for Statement No. 123’s fair value method of accounting for stock-based employee compensation for companies that elect to adopt the provision of Statement No. 123. Statement No. 148 does not require transition to the fair value accounting method of Statement No. 123. The Company has elected to use the intrinsic value method of accounting for stock compensation in accordance with APB No. 25 and related interpretations. Statement No. 148 also amends the disclosure provisions of Statement No. 123 to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based compensation on reported net income and earnings per share in annual and interim financial statements. The disclosure provision of Statement No. 148 are required to be adopted by all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of Statement No. 123 or the intrinsic value method of APB No. 25.

The Company believes that the ongoing application of these Statements will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

-8-

ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 3 — STOCKHOLDERS’ DEFICIT

During the year ended December 31, 2002, the QPI issued 2,000 shares of common stock for consulting service and legal services. The QPI recorded $2,000 ($1.00 per share) in compensation expense.

During the year ended December 31, 2001, the EPI issued 10,000 shares of common stock for consulting and legal services. The EPI recorded $10,000 ($1.00 per share) in compensation expense.

NOTE 4 — EQUIPMENT AND LEASEHOLDS

On October 8, 2001, Engineered Plastics Industries, Inc. purchased all equipment and leasehold improvements from Florida Plastics, Inc.

Equipment and leasehold improvements consisted of the following at December 31, 2002 and 2001:


		2002			2001

Equipment and furniture		$	1,213,631		$	1,213,631
Filling and sealing machine inventory			186,900			52,500
Leasehold improvements			282,500			282,500

			1,683,031			1,548,631
Less: accumulated amortization and depreciation			(316,437	)		(61,949	)

	Equipment and leasehold improvements, net	$	1,366,594		$	1,486,682

Depreciation and amortization expense for the years ended December 31, 2002 and 2001 was $254,488 and $61,949, respectively.

NOTE 5 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments are accounts receivable, accounts payable and notes payable. The recorded value of the accounts receivable and accounts payable approximate 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 6 — LINE OF CREDIT

In September 2002, the Company obtained a demand line of credit from a financial institution with a total available balance of $10,203. This line of credit bears interest at 9.49%. As of December 31, 2002, the balance outstanding was $9,658.

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 7 — NOTES PAYABLE

At December 31, 2002 and 2001, the following notes payable were outstanding:


		2002			2001

Sellers’ Note:
	Note payable to an entity in monthly installments of $10,454, including interest at 7%, due in October 2016, secured by assets purchased in the original purchase agreement dated October 8, 2001	$	1,118,746		$	1,245,753
Shareholder’s Subordinated Notes:
	Notes payable; interest only at 7% requires monthly payment of $1,340. Beginning in January 2003 monthly installments of $7,056, including interest of 7% due in January 2007		294,718			229,750
	Note payable to shareholder in monthly installments Beginning in March 2003, monthly installments of $2,511, including interest of 7% due in March 2005		56,094			—
	Note payable to a related party. Beginning in March 2003 monthly installments of $895, including interest of 7% due in March 2005		20,000			—
	Note payable to Newcourt Holdings, Inc., a related party. Principle and accrued interest is due in one lump sum payment on December 31, 2005		131,300			—
Long-term Finance Note:
	Note payable to a bank in monthly installments of $3,530, including interest at 16.25%, due in November 2016, secured by assets of the Company		233,076			237,187

			1,853,934			1,712,690

			(166,037	)		(131,118	)

		$	1,687,897		$	1,581,572

In April 2002, the Company amended the original purchase agreement entered into on October 8, 2001. Originally, the Company agreed to pay the previous owners $90,000 that was originally due April 2002. The amended agreement stated that $45,000 was to be paid on April 22, 2002 and the remaining $45,000 was to be paid over the following ten-month period. This amount is included in the sellers’ note.

Future maturities of long-term debt are as follows as of December 31, 2002:


Years Ending December 31,

2003	$	166,037
2004		168,885
2005		270,759
2006		150,228
2007		74,433
Thereafter		1,023,592

	$	1,853,934

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ENGINEERED PLASTICS INDUSTRIES, INC AND QUANTUM PHARMACEUTICALS, INC
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 8 — OPERATING LEASES

EPI leases its office facilities under a five-year non-cancelable agreement, which expires October 5, 2005. The monthly rent is $3,167. Future minimum payments under this lease are as follows:


Years Ending December 31,

2003	$	38,008
2004		38,008
2005		28,506

	$	104,522

Rent expense for the year ended December 31, 2002 and December 31, 2001 $38,008 and $9,502, respectively.

NOTE 9 — MERGER AGREEMENT

On May 2, 2003 the companies completed the shareholder exchange with Newcourt Holdings, Inc. EPI/QPI exchanged all of the issued and outstanding shares of common stock for 2,000,000 newly issued shares of convertible preferred stock and 5,399,994 shares of common stock of Newcourt Holdings, Inc. Each share of the preferred stock is convertible into 45 shares of common stock. For accounting purposes, the proposed share exchange will be treated as a recapitalization of the Companies. The value of the net assets of the Companies after the share exchange is completed will be the same as their historical book value.

-11-

b. Pro Forma Financial Information.

Newcourt Holdings, Inc.

Pro financial information.

On May 2, 2003, Newcourt Holdings, Inc.(“Newcourt” or the “Registrant”), completed the share exchange with Quantum Pharmaceuticals, Inc. and Engineered Plastics Industries, Inc. (“QPI/EPI”), to acquire all of the issued and outstanding shares of common stock of QPI/EPI in exchange for 5,399,996 shares of Newcourt common stock and 2,000,000 shares of Newcourt convertible preferred stock. After the share exchange and the Second Amended and Restated Articles of Incorporation of the Newcourt was approved by Newcourt’s shareholders, the QPI/EPI shareholders acquired an aggregate of 92.34% of the voting control of Newcourt as a result of the share exchange.

The following Pro Forma Combined Balance Sheets of the Registrant have been prepared by management of the Registrant based upon the balance sheets of the Registrant at December 31, 2002 and March 31, 2003. The Pro Forma Combined Statements of Operations was prepared based upon the statements of operations for the Registrant for the year ended December 31, 2002 and the three months ended March 31, 2003. The pro forma statements of operations also includes QPI/EPI’s losses for the year ended December 31, 2002 and the three months ended March 31, 2003. The pro forma statements give effect to the share exchange as a public shell merger and the assumptions and adjustments in the accompanying notes to pro forma combined financial statements. The pro forma combined balance sheet as of December 31, 2002 gives effect to the proposed share exchange as if it had occurred as of December 31, 2002. The pro forma combined statement of operations for the year ended December 31, 2002, gives effect to the proposed share exchange as if it had occurred as of January 1, 2002. The pro forma combined balance sheet as of March 31, 2003 gives effect to the proposed share exchange as if it had occurred as of March 31, 2003, 2002. The pro forma combined statement of operations for the three months ended March 31, 2003, gives effect to the proposed share exchange as if it had occurred as of January 1, 2003

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The pro forma combined financial statements do not purport to represent what the combined companies’ financial position or results of operations would actually have been had the proposed share exchange occurred on such date or as of the beginning of the period indicated, or to project the combined companies’ financial position or results of operations for any future period.

Newcourt Holdings, Inc.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 2002
(UNAUDITED)

ASSETS


			Historical

					Engineered Plastics
			Newcourt		Industries Inc.
			Holdings		Quantum						Pro Forma			Pro Forma
			Inc.		Pharmaceuticals, Inc.		Combined				Adjustments			Combined

Cash			$	45,707	$	—	$	45,707			$	—		$	45,707
Accounts receivable						165,330		165,330
Inventory				—		65,657		65,657				—			65,657

		Total Current Assets		45,707		230,987		276,694				—			276,694

PROPERTY & EQUIPMENT — NET				1,187		1,366,594		1,367,781				—			1,367,781

OTHER ASSETS
	Note Receivable — Related Party			131,300		—		131,300	(b	)		(131,300	)		—
				—		—		—				—			—

		Total Other Assets		131,300		—		131,300				(131,300	)		—
TOTAL ASSETS			$	178,194	$	1,597,581	$	1,775,775			$	(131,300	)	$	1,644,475

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable			$	24,939	$	116,864	$	141,803			$	—		$	141,803
Accrued expenses				—		8,202		8,202				—			8,202
Current Portion of Notes Payable				—		175,695		175,695				—			175,695

		Total Current Liabilities		24,939		300,761		325,700				—			325,700

LONG-TERM DEBT


	Notes payable, less current portion			—			1,687,897			1,687,897		(b	)		(131,300	)		1,556,597

		Total Long-term Debt		—			1,687,897			1,687,897					(131,300	)		1,556,597

STOCKHOLDERS’ EQUITY (DEFICIT)
	Preferred stock			—			—			—		(a	)		20,000			20,000
	Common stock			11,059			12,000			23,059		(a	)		(6,600	)		16,459
	Additional paid-in capital			538,431			—			538,431		(a	)		(812,712	)		(274,281	)
	Retained earnings			(396,235	)		(403,077	)		(799,312	)	(a),	(c)		799,312			—

		Total Stockholders’ Equity (Deficit)		153,255			(391,077	)		(237,822	)				—			(237,822	)

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)			$	178,194		$	1,597,581		$	1,775,775				$	(131,300	)	$	1,644,475

1. The pro forma balance sheet at December 31, 2002 is based upon the balance sheets of the Registrant and QPI/EPI.

(a)		To record the public shell merger of the Registrant and QPI/EPI. 5,399,996 common shares and 2,000,000 shares of convertible preferred stock of the Registrant were exchanged for 100% of the outstanding common stock of QPI/EPI.

(b)		To eliminate the intercompany payable and receivable.

(c)		The Company will become a C Corporation for tax purposes and therefor retained earnings is reclassified to additional paid in capital.

Newcourt Holdings, Inc.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2003
(UNAUDITED)

ASSETS


				Historical

							Engineered Plastics
				Newcourt			Industries Inc.
				Holdings			Quantum								Pro Forma			Pro Forma
				Inc.			Pharmaceuticals, Inc.			Combined					Adjustments			Combined

Cash				$	17,361		$	5,430		$	22,791				$	—		$	22,791
Accounts receivable								153,788			153,788
Inventory					—			74,121			74,121					—			74,121

			Total Current Assets		17,361			233,339			250,700					—			250,700

PROPERTY & EQUIPMENT — NET					1,069			1,319,172			1,320,241					—			1,320,241

OTHER ASSETS
		Note Receivable — Related Party			147,300			—			147,300		(b	)		(147,300	)		—
					—			—			—					—			—

			Total Other Assets		147,300			—			147,300					(147,300	)		—
TOTAL ASSETS				$	165,730		$	1,552,511		$	1,718,241				$	(147,300	)	$	1,570,941

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable				$	66,381		$	115,812		$	182,193				$	—		$	182,193
Accrued expenses					—			44,469			44,469					—			44,469
Current Portion of Notes Payable					—			171,389			171,389					—			171,389

			Total Current Liabilities		66,381			331,670			398,051					—			398,051

LONG-TERM DEBT
	Notes payable, less current portion				—			1,689,621			1,689,621		(b	)		(147,300	)		1,542,321

			Total Long-term Debt		—			1,689,621			1,689,621					(147,300	)		1,542,321

STOCKHOLDERS’ EQUITY (DEFICIT)
	Preferred stock				—			—			—		(a	)		20,000			20,000
	Common stock				11,059			12,000			23,059		(a	)		(6,600	)		16,459
	Additional paid-in capital				538,431			—			538,431		(a	)		(944,321	)		(405,890	)
	Retained earnings				(450,141	)		(480,780	)		(930,921	)	(a),	(c)		930,921			—

			Total Stockholders’ Equity (Deficit)		99,349			(468,780	)		(369,431	)				—			(369,431	)

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)				$	165,730		$	1,552,511		$	1,718,241				$	(147,300	)	$	1,570,941

1. The pro forma balance sheet at December 31, 2003 is based upon the balance sheets of the Registrant and QPI/EPI.

(a)		To record the public shell merger of the Registrant and QPI/EPI. 5,399,996 common shares and 2,000,000 shares of convertible preferred stock of the Registrant were exchanged for 100% of the outstanding common stock of QPI/EPI.

(b)		To eliminate the intercompany payable and receivable.

(c)		The Company will become a C Corporation for tax purposes and therefor retained earnings is reclassified to additional paid in capital.

Newcourt Holdings, Inc.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(UNAUDITED)


			Historical

						Engineered Plastics
			Newcourt			Industries Inc.
			Holdings			Quantum						Pro Forma		Pro Forma
			Inc.			Pharmaceuticals, Inc.			Combined			Adjustments		Combined

Sales			$	—		$	1,274,547		$	1,274,547		$	—	$	1,274,547
Cost of Sales				—			472,687			472,687					472,687

Gross profit				—			801,860			801,860			—		801,860
COSTS AND EXPENSES
	Selling, general & administrative			187,554			745,876			933,430			—		933,430
	Depreciation & amortization			474			254,488			254,962			—		254,962

		Total Costs and Expenses		188,028			1,000,364			1,188,392			—		1,188,392

INCOME (LOSS) FROM OPERATIONS				(188,028	)		(198,504	)		(386,532	)		—		(386,532	)

OTHER INCOME (EXPENSES):
	Interest expense			(47,475	)		(139,960	)		(187,435	)		—		(187,435	)
	Interest income			2,784			280			3,064			—		3,064
	Loss on disposal of assets			—			—			—			—		—

		Total Other (Expenses)		(44,691	)		(139,680	)		(184,371	)		—		(184,371	)

NET (LOSS)			$	(232,719	)	$	(338,184	)	$	(570,903	)	$	—	$	(570,903	)

LOSS PER SHARE			$	(0.02	)									$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING				10,425,481											15,825,477

1. The pro forma statement of operations for the twelve months ended December 31, 2002 is based upon the year ended December 31, 2002 for the registrant and QPI/EPI. The pro forma statements give effect to the share exchange as if it had occurred on January 1, 2002.

2. The December 31, 2002 earnings per share have been adjusted to reflect the 5,399,996 shares of Newcourt common stock issued to QPI/EPI shareholders.

Newcourt Holdings, Inc.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2003
(UNAUDITED)


			Historical

						Engineered Plastics
			Newcourt			Industries Inc.
			Holdings			Quantum						Pro Forma		Pro Forma
			Inc.			Pharmaceuticals, Inc.			Combined			Adjustments		Combined

Sales			$	—		$	442,678		$	442,678		$	—	$	442,678
Cost of Sales				—			194,847			194,847					194,847

Gross profit				—			247,831			247,831			—		247,831
COSTS AND EXPENSES
	Selling, general & administrative			53,815			228,620			282,435			—		282,435
	Depreciation & amortization			118			67,766			67,884			—		67,884

		Total Costs and Expenses		53,933			296,386			350,319			—		350,319

INCOME (LOSS) FROM OPERATIONS				(53,933	)		(48,555	)		(102,488	)		—		(102,488	)

OTHER INCOME (EXPENSES):
	Interest expense			—			(29,148	)		(29,148	)		—		(29,148	)
	Interest income			27			—			27			—		27
	Loss on disposal of assets			—			—			—			—		—

		Total Other (Expenses)		27			(29,148	)		(29,121	)		—		(29,121	)

NET (LOSS)			$	(53,906	)	$	(77,703	)	$	(131,609	)	$	—	$	(131,609	)

LOSS PER SHARE			$	—										$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING				11,059,488											16,459,484

1. The pro forma statement of operations for the three months ended March 31, 2003 is based upon the three months ended March 31, 2003 for the registrant and QPI/EPI. The pro forma statements give effect to the share exchange as if it had occurred on January 1, 2003.

2. The December 31, 2002 earnings per share have been adjusted to reflect the 5,399,996 shares of Newcourt common stock issued to QPI/EPI shareholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		NEWCOURT HOLDINGS, INC.

Date: July 14, 2003		By: /s/ McIvan Jarrett

		Name: McIvan Jarrett Title: President

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NEWCOURT HOLDINGS INC 8-K/A