U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from December 31, 2002 to March 31, 2003
-----------------------------------------
Commission File No. 2-76219-NY
VICTORY CAPITAL HOLDINGS CORPORATION
Fka New Environmental Technologies Corporation
------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0564472
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
7860 Mission Center Court, Suite 100
San Diego, California 92108
-----------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (866) 570-6992
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
March 31, 2003
2,620,326
---------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2003 AND DECEMBER 31, 2002
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
------
March 31, December 31,
2003 2002
---------- ----------
(Unaudited)
CURRENT ASSETS
Cash $ -- $ --
---------- ----------
TOTAL ASSETS $ -- $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 45,008 $ 40,590
Accounts payable - related party 24,180 23,311
Accrued interest payable - related party 5,900 4,000
---------- ----------
Total Liabilities 75,088 67,901
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 2,620,326 and 2,620,326 shares
issued and outstanding, respectively 2,620 2,620
Additional paid-in capital 153,130 152,642
Deficit accumulated during the development stage (230,838) (223,163)
---------- ----------
Total Stockholders' Equity (Deficit) (75,088) (67,901)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
3
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
For the Inception on
Three Months Ended January 7,
March 31, 1982 Through
--------------------------------------- March 31,
2003 2002 2003
------------------- ------------------- -------------------
REVENUES $ - $ - $ -
EXPENSES 5,775 3,633 224,938
------------------- ------------------- -------------------
LOSS FROM OPERATIONS (5,775) (3,633) (224,938)
INTEREST EXPENSE (1,900) (400) (5,900)
------------------- ------------------- -------------------
NET LOSS $ (7,675) $ (4,033) $ (230,838)
=================== =================== ===================
BASIC NET LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.00)
=================== ===================
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,620,326 2,620,326
=================== ===================
The accompanying notes are an integral part of these financial statements.
4
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Additional During the
------------------------------------- Paid-in Development
Shares Amount Capital Stage
----------------- ----------------- ------------------ ------------------
Balance, January 7, 1982 - $ - $ - $ -
Common stock issued for cash
at $7.50 per share 6,000 6 45,000 -
Common stock issued for cash
at $0.39 per share 168,503 169 65,819 -
Net loss from inception on
January 7, 1982 through
December 31, 1982 - - - (39,597)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1982 174,503 175 110,819 (39,597)
Net loss for the year ended
December 31, 1983 - - - (71,397)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1983 174,503 175 110,819 (110,994)
Common stock issued for cash
at $25.00 per share 57 - 1,425 -
Common stock issued for cash
at $25.00 per share 3 - 75 -
Common stock issued for cash
at $0.25 per share 1,580,000 1,580 38,373 -
Net loss for the year ended
December 31, 1984 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1984 1,754,563 1,755 150,692 (110,994)
Retired common stock, (1,296,132) (1,297) - -
Net loss for the year ended
December 31, 1985 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1985 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1986 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1986 458,431 $ 458 $ 150,692 $ (110,994)
----------------- ----------------- ------------------ ------------------
The accompanying notes are an integral part of these financial statements.
5
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------------------- Paid-in Development
Shares Amount Capital Stage
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1986 458,431 $ 458 $ 150,692 $ (110,994)
Net loss for the year ended
December 31, 1987 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1987 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1988 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1988 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1989 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1989 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1990 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1990 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1991 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1991 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1992 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1992 458,431 458 150,692 (110,994)
Net loss for the year ended
December 31, 1993 - - - -
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1993 458,431 458 150,692 (110,994)
Canceled common stock (316,000) (316) - -
Net loss for the year ended
December 31, 1994 - - - (6,656)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1994 142,431 $ 142 $ 150,692 $ (117,650)
----------------- ----------------- ------------------ ------------------
The accompanying notes are an integral part of these financial statements.
6
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------------------- Paid-in Development
Shares Amount Capital Stage
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1994 142,431 $ 142 $ 150,692 $ (117,650)
Common stock issued for
services at $0.001 per share 160,000 160 - -
Common stock issued for
services at $0.001 per share 2,197,895 2,198 - -
Net loss for the year ended
December 31, 1995 - - - (49,097)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1995 2,500,326 2,500 150,692 (166,747)
Common stock issued for
services at $0.001 per share 120,000 120 - -
Net loss for the year ended
December 31, 1996 - - - (1,681)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1996 2,620,326 2,620 150,692 (168,428)
Net loss for the year ended
December 31, 1997 - - - (3,517)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1997 2,620,326 2,620 150,692 (171,945)
Net loss for the year ended
December 31, 1998 - - - (2,479)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1998 2,620,326 2,620 150,692 (174,424)
Net loss for the year ended
December 31, 1999 - - - (6,307)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 1999 2,620,326 2,620 150,692 (180,731)
Net loss for the year ended
December 31, 2000 - - - (9,011)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 2000 2,620,326 $ 2,620 $ 150,692 $ (189,742)
----------------- ----------------- ------------------ ------------------
The accompanying notes are an integral part of these financial statements.
7
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------------------- Paid-in Development
Shares Amount Capital Stage
----------------- ----------------- ------------------ ------------------
Balance, December 31, 2000 2,620,326 $ 2,620 $ 150,692 $ (189,742)
Net loss for the year ended
December 31, 2001 - - - (19,461)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 2001 2,620,326 2,620 150,692 (209,203)
Contributed capital for rent
and officer compensation - - 1,950 -
Net loss for the year ended
December 31, 2002 - - - (13,960)
----------------- ----------------- ------------------ ------------------
Balance, December 31, 2002 2,620,326 2,620 152,642 (223,163)
Contributed capital for rent
and officer compensation
(unaudited) - - 488 -
Net loss for the three months
ended March 31, 2003
(unaudited) - - - (7,675)
----------------- ----------------- ------------------ ------------------
Balance, March 31, 2003
(unaudited) 2,620,326 $ 2,620 $ 153,130 $ (230,838)
================= ================= ================== ==================
The accompanying notes are an integral part of these financial statements.
8
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
For the Inception on
Three Months Ended January 7,
March 31, 1982 Through
--------------------------------------- March 31,
2003 2002 2003
------------------- ------------------- -------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (7,675) $ (4,033) $ (230,838)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock issued for services - - 2,538
Contributed capital for rent and officer
compensation 488 - 2,438
Increase in accounts payable
and accounts payable - related party 7,187 4,023 75,089
------------------- ------------------- -------------------
Net Cash Used by Operating Activities - (10) (150,773)
------------------- ------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
------------------- ------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash - - 150,773
------------------- ------------------- -------------------
Net Cash Provided by Financing Activities - - 150,773
------------------- ------------------- -------------------
NET DECREASE IN CASH - (10) -
CASH AT BEGINNING OF PERIOD - 10 -
------------------- ------------------- -------------------
CASH AT END OF PERIOD $ - $ - $ -
=================== =================== ===================
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SCHEDULE OF NON CASH
FINANCING ACTIVITIES
Stock issued for services $ - $ - $ 2,538
Contributed capital for rent and officer
Compensation $ 488 $ - $ 2,438
The accompanying notes are an integral part of these financial statements.
9
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003 and December 31, 2002
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at March 31, 2003 and 2002 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's December 31, 2002 audited financial
statements. The results of operations for the period ended March
31, 2003 and 2002 are not necessarily indicative of the operating
results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not
yet established an ongoing source of revenues sufficient to cover
its operating costs and allow it to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease
operations.
In order to continue as a going concern, develop a reliable source
of revenues, and achieve a profitable level of operations the
Company will need, among other things, additional capital
resources. Management's plans to continue as a going concern
include seeking opportunities to merge with an existing operating
company. In the interim, the shareholders of the Company will
cover all operating expenses. Management cannot provide any
assurances that the Company will be successful in accomplishing
any of its plans.
The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans
described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations. The
accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a
going concern.
NOTE 3 - SUBSEQUENT EVENTS
On April 14, 2003, the Company reached an agreement with a
shareholder to satisfy outstanding bills for legal services, of
$22,278, in exchange for a cash payment of $12,881. The difference
will be recorded as a contribution of additional paid-in capital
occurring in the three months ended June 30, 2003.
10
NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003 and December 31, 2002
NOTE 3 - SUBSEQUENT EVENTS (Continued)
On April 14, 2003, the Company's president and CEO paid $14,278
towards the satisfaction of certain company accounts payable. This
will result in the reclassification of accounts payable to
accounts payable - related party for $14,278 during the three
months ended June 30, 2003.
On April 14, 2003, shareholders accounting for 2,279,077 shares,
or 87% of the Company's outstanding common stock, entered into a
share purchase agreement whereby all of the common stock held by
the aforementioned shareholders was exchanged in consideration for
$275,000. As a result, the purchasers have established a
controlling interest in the Company.
On April 14, 2003, the Company accepted the resignation of its
president and CEO, David C. Merrell. In his place, the Company has
appointed Harold Gregg as interim president and CEO.
On May 2, 2003, the Company reached an agreement with the
Company's former president and CEO to satisfy outstanding
obligations and accrued interest related to cash advances made to
the Company, of $44,358. As the former president and CEO continues
to own a significant number of shares of the Company's common
stock, the amount will be considered as a contribution of
additional paid-in capital occurring in the three months ended
June 30, 2003.
11
ITEM 2. PLAN OF OPERATIONS
Safe Harbor Statement
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are
not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words
such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to
identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual
results may differ materially depending on a variety of factors.
Plan of Operations
------------------
The Company has little cash and has experienced losses. As of
March 31, 2003, the Company had $ 0 cash on hand. As of that date
the Company had $75,088 in outstanding liabilities.
As of the date of this report, the Company has yet to generate
positive cash flow. The Company has financed its operations
primarily through the sale of common stock.
The Company believes that its current cash needs can be met either
through the sale of additional stock or through loans. Should the
Company obtain a business opportunity, however, it may be
necessary to raise additional capital. This may be accomplished by
selling common stock of the Company.
Management of the Company has defined several business
opportunities in the technology, finance and media sectors for the
Company during the next twelve months.
ITEM 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Based on an
evaluation under the supervision and with the participation of the
our management as of a date within 90 days of the filing date of
this Quarterly Report on Form 10-QSB, our principal executive
officer and principal financial officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, are
effective to ensure that information required to be disclosed in
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in SEC rules and forms.
Changes in Internal Controls. There were no significant changes in
our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
There were no significant deficiencies or material weaknesses, and
therefore there were no corrective actions taken. However, the
design of any system of controls is based in part upon certain
assumptions about the likelihood of future events and there is no
certainty that any design will succeed in achieving its stated
goal under all potential future considerations, regardless of how
remote.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
----------------------------
None; not applicable.
Item 2. Changes in Securities.
--------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
-------------------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
13
SIGNATURES
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 there unto duly authorized.
New Environmental Technologies Corporation
Date: 05/08/03 By /s/ Harold Gregg
-------------- -------------------------------------
Harold Gregg
Director and President
Secretary and Treasurer
14
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold Gregg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Victory Capital
Holdings Corporation fka New Environmental Technologies Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report.
Date: May 8, 2003
/s/ Harold Gregg
------------------------------------
Harold Gregg
President and Director and Treasurer
(principal executive officer)
(principal financial officer
15