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 September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from June 30, 2003 to September 30, 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)
9663 Santa Monica Blvd, Suite 806
Beverly Hills, California 90210
-----------------
(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:
September 30, 2003
16,110,258
----------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
VICTORY CAPITAL HOLDINGS CORPORATION
(Formerly New Environmental Technologies Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2003 and December 31, 2002
1
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
2003 2002
(Unaudited)
---------- ----------
CURRENT ASSETS
Cash $ -- $ --
---------- ----------
Total Current Assets -- --
FIXED ASSETS, NET 540 --
---------- ----------
TOTAL ASSETS $ 540 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 6,647 $ 40,590
Accounts payable - related party 28,181 23,311
Accrued payroll and payroll taxes 86,190 --
Accrued interest payable - related party -- 4,000
--------- ---------
Total Liabilities 121,018 67,901
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 16,110,258 and 2,620,326 shares
issued and outstanding, respectively 16,110 2,620
Additional paid-in capital 554,303 152,642
Deferred consulting expense -- --
Deficit accumulated during the development stage (690,891) (223,163)
---------- ----------
Total Stockholders' Equity (Deficit) (120,478) (67,901)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 540 $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
2
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the January 7,
Three Months Ended For the Nine Months Ended 1982
September 30, September 30, Through
----------------------------- ----------------------------- September 30,
2003 2002 2003 2002 2003
------------- ------------- ------------- ------------- -------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
Consulting expense 7,416 -- 334,748 -- 334,748
General and administrative 72,706 2,075 131,080 7,694 350,243
------------- ------------- ------------- ------------- -------------
Total Expenses 80,122 2,075 465,828 7,694 (684,991)
------------- ------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (80,122) (2,075) (465,828) (7,694) (684,991)
INTEREST EXPENSE -- -- (1,900) -- (5,900)
------------- ------------- ------------- ------------- -------------
NET LOSS $ (80,122) $ (2,075) $ (467,728) $ (7,694) $ (690,891)
============= ============= ============= ============= =============
BASIC LOSS PER SHARE
OF COMMON STOCK $ (0.01) $ (0.00) $ (0.05) $ (0.00)
============= ============= ============= =============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 16,110,258 2,620,326 10,252,668 2,620,326
============= ============= ============= =============
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 Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Additional Deferred During the
------------------------- Paid-in Consulting Development
Shares Amount Capital Expense 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.
4
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional Deferred During the
------------------------- Paid-in Consulting Development
Shares Amount Capital Expense 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.
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 Deferred During the
------------------------- Paid-in Consulting Development
Shares Amount Capital Expense 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.
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 Deferred During the
------------------------- Paid-in Consulting Development
Shares Amount Capital Expense 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 -- --
Capital contributed by
shareholders through
forgiveness of accounts
payable and interest
(unaudited) -- -- 77,415 -- --
Issued 12,500,000 shares to
consultants and advisors for
services rendered at $0.025
per share (unaudited) 12,600,000 12,600 302,400 -- --
Issued 899,932 shares of
common stock for prepaid
consulting services at $0.025
per share (unaudited) 889,932 890 21,358 (22,248) --
Amortization of deferred
consulting expense as of
September 30, 2003 (unaudited) -- -- -- 22,248 --
Net loss for the nine months
ended September 30, 2003
(unaudited) -- - -- -- (467,728)
----------- ----------- ----------- ----------- -----------
Balance, September 30, 2003 16,110,258 $ 16,110 $ 554,303 $ -- $ (690,891)
=========== =========== =========== =========== ===========
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 Cash Flows
(Unaudited)
From
For the Inception on
Nine Months Ended January 7,
September 30, 1982 Through
----------------------------- September 30,
2003 2002 2003
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (467,728) $ (7,694) $ (690,891)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Stock issued for services 337,248 -- 339,786
Contributed capital for rent and officer
compensation 488 -- 2,438
Depreciation 60 -- 60
Changes in assets and liabilities:
Increase in accounts payable
and accounts payable - related party 48,342 7,694 116,244
Increase in accrued liabilities 82,190 -- 82,190
------------- ------------- -------------
Net Cash Provided (Used) by Operating
Activities 600 -- (150,173)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (600) -- (600)
------------- ------------- -------------
Net Cash Used by Investing Activities (600) -- (600)
------------- ------------- -------------
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 -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
------------- ------------- -------------
CASH AT END OF PERIOD $ -- $ -- $ --
============= ============= =============
CASH PAID FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
SCHEDULE OF NON CASH
FINANCING ACTIVITIES
Stock issued for services $ 337,248 $ -- $ 339,786
Contributed capital for rent and officer
compensation $ 488 $ -- $ 2,438
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)
Notes to the Financial Statements
September 30, 2003 30, 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
September 30, 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 accounting principles
generally accepted in the United States of America 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 nine months ended
September 30, 2003 are not necessarily indicative of the operating
results for the years ended December 31, 2003.
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 capital that will
allow it to acquire existing operating companies and to make equity or
debt investments in existing operating companies. 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 - SIGNIFICANT 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 has been
recorded as a contribution of additional paid-in capital occurring in
the three months ended June 30, 2003.
9
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2003 30, 2003 and December 31, 2002
NOTE 3 - SIGNIFICANT EVENTS (Continued)
On April 14, 2003, the Company's president and CEO paid $37,938 towards
the satisfaction of certain company accounts payable. This resulted in
the reclassification of accounts payable to accounts payable - related
party for $37,938 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 $68,018. As
the former president and CEO continues to own a significant number of
shares of the Company's common stock, the amount has been recorded as a
contribution of additional paid-in capital occurring in the three
months ended June 30, 2003.
On May 30, 2003, the Company appointed Richard Zinman as the President
and CEO. Mr. Zinman was awarded a three-year employment agreement with
a base salary of $240,000 per year plus certain opportunities for
performance and tenure based bonuses. As of September 30, 2003, the
Company has accrued $21,600 in payroll and estimated payroll tax
liabilities. Mr. Zinman resigned on October 7, 2003. The Company
accrued an additional $60,000 in the third quarter plus payroll taxes
bringing the total payroll and payroll taxes payable of $86,190.
On August 16, 2003, the Company entered into preliminary discussions to
acquire a majority interest in CEC Industries, Inc. (CEC), a public
company involved in the debit card/stored value card industry. On
September 14, 2003, the Company determined it to be in the best
interest of its shareholders to terminate the acquisition negotiations
with CEC and to seek out more beneficial acquisition opportunities.
NOTE 4 - SUBSEQUENT EVENTS
Subsequent to September 30, 2003. The company formed a wholly owned
subsidiary named Papadog, Inc. Papadog since changed its name to Global
Card Services, Inc., and then to Global Card Incorporated (Global).
Global entered into an employment agreement with an individual to serve
as its Chief Executive Officer. The annual salary is to be $96,000 per
annum beginning October 7, 2003. Additionally, the Company is to
10
VICTORY CAPITAL HOLDINGS CORPORATION
(FORMERLY NEW ENVIRONMENTAL TECHNOLOGIES CORPORATION)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2003 30, 2003 and December 31, 2002
NOTE 4 - SUBSEQUENT EVENTS (continued)
issue the CEO 1,000,000 free trading shares of the Company's common
stock on the date of six months from when employment commences. In
addition the CEO was granted options to purchase 1,000,000 freely
traded shares at an exercise price of $0.50 per share on a date that is
12 months from the date that employment commences and options to
purchase 1,000,000 freely trades shares at an exercise price of $1.00
per share 18 months after employment commences. Global will grant to
the CEO common stock equal to 5% of the outstanding shares of Global
with said shares to be vested 12 months from the date the employment
commences, additionally Global will grant to the CEO, options to
purchase as additional 5% of the outstanding shares of Global at an
exercise price of $0.10 per share. These options vest 18 months after
the employment commences.
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 Operation.
------------------
Our Company has not engaged in any material operations during the
quarter ending September 30, 2003.
Our Company's plan of operation for the next quarter is to execute our
business plan that positions the company to form subsidiary companies
in the following industry sectors: (a) Technology, (b) Finance, and (c)
Media. The Company's intention is that these subsidiaries will be
incubated from their initial stages to maturity and ultimately their
independence.
Our Company's foreseeable cash requirements during the next
quarter will relate only to maintaining our Company in good standing in
the State of Nevada, as well as legal fees, accounting fees, and
general and administrative expenses in connection with the adoption of
it's business plan. Management does anticipate that our Company may
raise additional funds during the next quarter.
The Company may raise capital through the sale of its common stock
under Rule 144 in anticipation of the need to raise additional funds,
if necessary.
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.
31.1 Certification of Principal Executive
32.1 Certification of Section 906
(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 thereunto duly authorized.
Victory Capital Holdings Corporation
fka New Environmental Technologies Corporation
Date: 11/11/03 By: /s/Harold Gregg
-------------- -------------------------------------
Harold Gregg
Director and CEO
Secretary and Treasurer
14