U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/A
[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 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.
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2003 AND DECEMBER 31, 2002
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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 periods 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
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY 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 April 28, 2003, the Company's shareholders voted on and approved an
amendment to the Company's articles of incorporation that changed the
name of the Company to Victory Capital Holdings Corporation.
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.
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.
Victory Capital Holdings Corporation
fka New Environmental Technologies Corporation
Date: 05/19/03 By /s/Harold Gregg
-------------- -------------------------------------
Harold Gregg
Director and President
Secretary and Treasurer
13
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-A 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 19, 2003
/s/ Harold Gregg
-----------------------------------
Harold Gregg
President and Director and Treasurer
(principal executive officer)
(principal financial officer
14