U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2003
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from January 1,2003 to December 31, 2003
Commission File No. 002-76219NY
-----------
VICTORY CAPITAL HOLDINGS CORPORATION
Fka New Environmental Technologies Corporation
------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0564472
------ ----------
(State or Other Jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
11718 Barrington Court, Suite 709
Los Angeles, California 90049
-----------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (800) 620-6703
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 2003;
None.
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
March 23, 2004 - $6,125,698. There are approximately 16,120,258 shares of
common voting stock of the Registrant held by non-affiliates. During the past
year, there has been a limited "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of the closing bid price on this date.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; not applicable.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
None; not applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
March 23, 2004; 16,120,258.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
A description of "Documents Incorporated by Reference" is contained in Part
III, Item 13.
Transitional Small Business Issuer Format Yes [X] No [ ]
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Corporate Developments.
-----------------------
Victory Capital Holdings Corporation fka New Environmental Technologies
Corporation(our "Company") was organized under the laws of the State of Nevada
on January 7, 1982, under the name "All Things, Inc." Our Company was formed for
the purpose of engaging in all lawful businesses. Our Company's initial
authorized capital consisted of 100,000,000 shares of $0.001 par value common
voting stock.
On March 21, 1985, Our Company's name was changed to "New Environmental
Technologies Corporation." On April 28, 2003, Our Company's name was ultimately
changed again to "Victory Capital Holdings Corporation."
Effective November 11, 1995, and in accordance with the Nevada Revised
Statutes, the Board of Directors of our Company, with the written consent of
President and Director, unanimously resolved to reverse split the outstanding
shares of its common stock on a basis of 250 for one while retaining its
authorized capital, with appropriate adjustments in the stated capital and
capital surplus accounts of our Company. All computations hereinafter take into
account this reverse split.
Copies of the initial Articles of Incorporation of our Company and the
foregoing Certificates of Amendment to the Articles of Incorporation were
attached to our Annual Report on Form 10KSB for the year ended December 31,
1999. By this reference our Company's Annual Report on Form 10KSB for the year
ended December 31, 1999, is incorporated herein. See Part III, Item 13.
Public Offering.
----------------
Our Company conducted a public offering of shares of its common stock
pursuant to an S-18 Registration Statement which was filed with the Securities
and Exchange Commission on or about March 2, 1982. By this reference, our
Company's Registration Statement on Form S-18 is incorporated herein. See Part
III, Item 13.
Business.
---------
Our Company has had no material business operations since 1989. Our Company
may begin the search for the acquisition of assets, property or business that
may benefit our Company and its stockholders once the Board of Directors sets
guidelines of industries in which our Company may have an interest.
Our Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries of interest to our Company.
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
Sarbanes-Oxley Act.
-------------------
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide
variety of new regulatory requirements on publicly-held companies and their
insiders. Many of these requirements will affect us. For example:
* Our chief executive officer and chief financial officer must now
certify the accuracy of all of our periodic reports that contain financial
statements;
* Our periodic reports must disclose our conclusions about the
effectiveness of our disclosure controls and procedures; and
* We may not make any loan to any director or executive officer and we
may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine whether they comply with the Sarbanes-Oxley Act and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-Oxley
Act and will take whatever actions are necessary to ensure that we are in
compliance.
Penny Stock.
------------
Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks:
* with a price of less than five dollars per share;
* that are not traded on a "recognized" national exchange;
* whose prices are not quoted on the NASDAQ automated quotation
system; or
* in issuers with net tangible assets less than $2,000,000, if the
issuer has been in continuous operation for at least three
years, or $5,000,000, if in continuous operation for less than
three years, or with average revenues of less than $6,000,000
for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker/dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before making
any transaction in a penny stock for the investor's account. You are urged to
obtain and read this disclosure carefully before purchasing any of our shares.
Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.
This procedure requires the broker/dealer to:
* get information about the investor's financial situation,
investment experience and investment goals;
* reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and
that the investor can evaluate the risks of penny stock
transactions;
* provide the investor with a written statement setting forth the
basis on which the broker/dealer made his or her determination;
and
* receive a signed and dated copy of the statement from
theinvestor, confirming that it accurately reflects the
investors' financial situation, investment experience and
investment goals.
Compliance with these requirements may make it harder for our stockholders
to resell their shares.
Reporting Obligations.
----------------------
Section 14(a) of the Exchange Act requires all companies with
securities registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the Securities and Exchange Commission
regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted
to stockholders of our Company at a special or annual meeting thereof or
pursuant to a written consent will require our Company to provide our
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the Securities
and Exchange Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB with the Securities Exchange Commission on a
regular basis, and will be required to timely disclose certain material events
(e.g., changes in corporate control; acquisitions or dispositions of a
significant amount of assets other than in the ordinary course of business; and
bankruptcy) in a current report on Form 8-K.
Small Business Issuer.
----------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25,000,000 or more. We are
deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Number of Employees.
--------------------
Item 2. Description of Property.
---------------------------------
Our Company has no property and limited assets; its principal executive
Office address and telephone number are the business office address and
telephone number of Harold Gregg, our Company's CEO, which are provided at no
cost. See Part I, Item 1.
Item 3. Legal Proceedings.
---------------------------
Our Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against our
Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to our Company.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
No matter was submitted to a vote of our Company's security holders during
the fourth quarter of the period covered by this Annual Report or during the
previous two calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Market Information.
-------------------
Track Data provided the following quotations. They do not represent
actual transactions and they do not reflect dealer markups, markdowns or
commissions.
STOCK QUOTATIONS
CLOSING BID
Quarter ended: High Low
-------------- ---- ---
April 2, 2003
through
June 30, 2003 2.50 0.03
September 30, 2003 0.74 0.35
December 31, 2003 0.46 0.15
Since April 2, 2002, our common stock has been quoted on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. ("NASD"). Our
symbol is "VTYC." However, management does not expect any established trading
market to develop unless and until it has operations. In any event, no assurance
can be given that any market for our Company's common stock will develop or be
maintained. If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by members of management or others may
have a substantial adverse impact on any such market; and all of these persons
have satisfied the "holding period" under Rule 144.
Recent Sales of "Restricted Securities".
----------------------------------------
There have been no sales of "restricted securities" or other securities by
us during the past three years.
Holders.
--------
The number of record holders of our Company's common stock as of the
calendar year ended December 31, 2003 was approximately 864; these numbers do
not include an indeterminate number of stockholders whose shares are held by
brokers in street name. As of March 23, 2004 there were approximately 864
stockholders.
Dividends.
----------
There are no present material restrictions that limit the ability of our
Company to pay dividends on common stock or that are likely to do so in the
future. Our Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
Our Company has not engaged in any material operations during the year ending
December 31, 2003.
Our Company's plan of operation for the next year is to execute the current
business plans of our subsidiary Companies in the following sectors: (a)
Technology, (On Demand Communication)(b) Finance, (Global Card, Inc.)and Media.
Victory's business objective is to increase net operating income and net asset
value by focusing its efforts and assets in companies and industries with high
potential for growth, equity appreciation and overall return. The Company is
principally engaged in the formation of subsidiary companies to operate in
emerging markets, and incubating them from their initial stages to maturity and
independence.
The Company currently owns and manages the following websites:
http://www.vtyc.com
http://www.victoryholding.com
http://www.victoryholdings.com
http://www.globalcardinc.com
http://www.wagewire.com
http://www.turbocard.com
http://www.on-demandcorp.com
http://www.ondemandcommunications.com
Our Company's only foreseeable cash requirements during the next quarter will
relate 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 year.
On May 9, 2003 the Company issued 12,500,000 shares of common stock issued under
Rule 144 of the Securities and Exchange Act. These shares were issued for
services rendered April 28, 2003. No monetary value was received by the Company
for the issuance of these shares. Further, on May 9, 2003, the Company issued
40,666,667 shares of common stock in the name of the Company under Rule 144 in
anticipation of the need to raise additional funds, if necessary.
Item 7. Financial Statements.
------------------------------
For the periods ended December 31, 2003 and 2002
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
VICTORY CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
CONTENTS
Independent Auditors' Report................................................. 3
Consolidated Balance Sheet................................................... 4
Consolidated Statements of Operations........................................ 5
Consolidated Statements of Stockholders' Equity (Deficit).................... 6
Consolidated Statements of Cash Flows........................................ 10
Notes to the Consolidated Financial Statements............................... 11
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Victory Capital Holdings Corporation and Subsidiaries
(A Development Stage Company)
San Diego, California
We have audited the accompanying consolidated balance sheet of Victory Capital
Holdings Corporation and Subsidiaries (a development stage company) as of
December 31, 2003 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
2003 and 2002 and from inception on January 7, 1982 through December 31, 2003.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Victory
Capital Holdings Corporation and Subsidiaries (a development stage company) as
of December 31, 2003 and the results of their operations and their cash flows
for the years ended December 31, 2003 and 2002 and from inception on January 7,
1982 through December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements, the Company is a development stage company
and has a deficit working capital and stockholders' deficit along with no
significant operating revenues to date which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 4. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 19, 2004
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
------
December 31,
2003
CURRENT ASSETS
Cash $ --
------------
Total Current Assets --
------------
Fixed Assets, Net 520
------------
TOTAL ASSETS $ 520
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------ ----------------
CURRENT LIABILITIES
Accounts payable $ 28,472
Payable - related party (Note 2) 42,604
Accrued payroll and payroll taxes 111,956
------------
Total Liabilities 183,032
------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized 100,000,000 shares at
$0.001 par value; 16,120,258 shares issued and
outstanding 16,120
Additional paid-in capital 617,493
Deficit accumulated during the development stage (816,125)
------------
Total Stockholders' Equity (Deficit) (182,512)
------------
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 520
============
The accompanying notes are an integral part of these consolidated
financial statements.
10
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
From
Inception on
For the Years Ended January 7,
December 31, 1982 Through
---------------------------- December 31,
2003 2002 2003
------------- ------------- -------------
REVENUES $ -- $ -- $ --
EXPENSES
Consulting 393,032 -- 393,032
Payroll 104,000 -- 104,000
General and Administrative 95,930 13,960 319,093
------------- ------------- -------------
Total Expenses 592,962 13,960 816,125
------------- ------------- -------------
NET LOSS $ (592,962) $ (13,960) $ (816,125)
============= ============= =============
BASIC LOSS PER SHARE $ (0.05) $ (0.01)
============= =============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 11,732,910 2,620,326
============= =============
The accompanying notes are an integral part of these consolidated
financial statements.
11
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated 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)
Canceled 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 consolidated financial statements.
12
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated 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 consolidated
financial statements.
13
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated 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 2,357,895 2,358 -- --
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)
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 forward 2,620,326 $ 2,620 $ 152,692 $(223,163)
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these consolidated
financial statements.
14
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-in Development
Shares Amount Capital Stage
---------- ----------- ----------- -----------
Balance forward 2,620,326 $ 2,620 $ 152,692 $ (223,163)
March 31, 2003, Contributed
capital for rent and officer
compensation -- -- 488 --
April 14, 2003, Capital
contributed by shareholders
through forgiveness of
accounts payable and interest -- -- 77,415 --
April 28, 2003, Issued 12,500,000
shares to consultants and advisors
for services rendered at $0.025
per share 12,500,000 12,500 300,000 --
April 28, 2003, Issued 889,932
shares of common stock for
prepaid consulting services
at $0.025 per share 889,932 890 21,358 --
July 2, 2003, Issued 100,000
shares to attorney for legal
services at $0.61 per share 100,000 100 60,900 --
November 3, 2002, Issued 10,000
shares for real estate consulting
services at $0.47 per share 10,000 10 4,690 --
Net loss for the year ended
December 31, 2003 -- -- -- (592,962)
---------- ----------- ----------- -----------
Balance, December 31, 2003 16,120,258 $ 16,120 $ 617,493 $ (816,125)
========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
15
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception on
For the Years Ended January 7,
December 31, 1982 Through
----------------------- December 31,
2003 2002 2003
---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $(592,962) $ (13,960) $(816,125)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Stock issued for services 400,448 -- 402,986
Contributed capital for rent and officer
compensation 488 1,950 2,438
Depreciation 80 -- 80
Increase in accounts payable, and
payable-related party 84,590 12,010 152,492
Increase in accrued liabilities 107,956 -- 107,956
---------- ---------- ----------
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 -- -- 150,773
---------- ---------- ----------
Net Cash Provided by Financing Activities -- -- 150,773
---------- ---------- ----------
NET DECREASE IN CASH -- -- --
---------- ---------- ----------
CASH AT BEGINNING OF PERIOD -- -- --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ -- $ --
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
SCHEDULE OF NON-CASH
FINANCING ACTIVITIES
Stock issued for services $ 400,448 $ -- $ 402,986
Contributed capital for rent and officer
compensation $ 488 $ 1,950 $ 2,438
Contributed capital by shareholders $ 77,415 $ -- $ 77,415
The accompanying notes are an integral part of these consolidated financial statements.
16
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 1 - ORGANIZATION
The financial statements presented are those of Victory Capital
Holdings Corporation and subsidiaries (the Company). The Company was
incorporated as All Things, Inc. under the laws of the State of Nevada
on January 7, 1982. On March 21, 1985, the Company changed its name to
New Environmental Technologies Corporation. On April 28, 2003 the
Company changed its name to Victory Capital Holdings Corporation. The
Company was organized for the purpose of engaging in any activity or
business not in conflict with the laws of the State of Nevada or of the
United States of America.
On October 3, 2001, the Company formed a wholly owned subsidiary named
Papadog, Inc. Papadog has since changed its name to Global Card
Services, Inc and then to Global Card Incorporated (Global).
On November 12, 2003, the Company formed a wholly owned subsidiary
named On Demand Communications (On Demand).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year-end.
b. Basic Loss Per Share
Loss per share has been calculated based on the weighted average number
of shares of common stock outstanding during the period.
For the Years Ended
December 31,
-----------------------------
2003 2002
------------- -------------
Loss per share:
Numerator - net loss $ (592,962) $ (13,960)
Denominator - weighted average
number of shares outstanding 11,732,910 2,620,326
------------- -------------
Loss per share $ (0.05) $ (0.01)
============= =============
17
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Provision for Taxes
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax assets
are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
Net deferred tax assets consist of the following components as of
December 31, 2003 and 2002:
2003 2002
------------- -------------
Deferred tax assets:
NOL Carryover $ 84,900 $ 43,200
Deferred tax liabilities: -- --
Valuation allowance (84,900) (43,200)
------------- -------------
Net deferred tax asset $ -- $ --
============= =============
The income tax provision differs from the amount of income tax
determined by applying the U.S. federal income tax rates of 39% to
pretax income from continuing operations for the years ended December
31, 2003 and 2002 due to the following:
2003 2002
------------- -------------
Book income $ (206,705) $ (5,445)
State Tax (100) (100)
Other 230 69
Stock for services 131,625 --
Accrued payroll 31,200 --
Valuation allowance 43,750 5,476
------------- -------------
$ -- $ --
============= =============
At December 31, 2003, the Company had net operating loss carry forwards
of approximately $217,000 that may be offset against future taxable
income from the year 2003 through 2023. No tax benefit has been
reported in the December 31, 2003 consolidated financial statements
since the potential tax benefit is offset by a valuation allowance of
the same amount.
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carry forwards for Federal income tax
reporting purposes are subject to annual limitations. Should a change
in ownership occur, net operating loss carry forwards may be limited as
to use in future years.
18
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Related Party Transactions
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.
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 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.
During the year ended December 31, 2002, management determined that it
contributed to the Company services valued at $750 and rent valued at
$1,200. Contributions for prior years were determined to be minimal and
have not been recorded.
e. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
19
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Change in Accounting Principles
During the year ended December 31, 2003, the Company adopted the
following accounting pronouncements, which had no impact on the
financial statements or results of operations:
o SFAS No. 143, Accounting for Asset Retirement Obligations;
o SFAS No.145, Rescission of FASB Statements 4, 44, and 64,
amendment of Statement 13, and Technical Corrections;
o SFAS No. 146, Accounting for Exit or Disposal Activities;
o SFAS No. 147, Acquisitions of certain Financial Institutions;
and
o SFAS No. 148, Accounting for Stock Based Compensation.
o SFAS No.149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities;
o SFAS No.150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity
In addition, during the year ended December 31, 2003, FASB
Interpretations No. 45 and No. 46, along with various Emerging Issues
Task Force Consensuses (EITF) were issued and adopted by the Company
and had no impact on its financial statements.
g. Principles of Consolidation
The consolidated financial statements include those of Victory Capital
Holdings Corporation and its wholly owned subsidiaries, Global Card
Services, Inc. and On Demand Communications. All material inter-company
activity has been eliminated.
NOTE 3 - STOCK SPLITS
On August 10, 1984, the Company authorized a 1-for-10 stock split of
common stock. On July 16, 1984, the Company authorized a 1-for-10 stock
split of legend stock. On September 21, 1984, the Company authorized a
1-for-60 stock split of legend stock. On January 11, 1985, the Company
authorized a 1-for-60 stock split of legend stock. On January 22, 1985,
the Company authorized a 60-for-1 stock split of legend stock. On
August 27, 1995, the Company authorized a 1-for-250 stock split of all
stock.
The financial statements reflect these stock splits on a retroactive
basis.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America
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. In addition, the Company has a deficit in working
capital and stockholders' deficit at December 31, 2003. 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 development of operations.
20
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 4 - GOING CONCERN (Continued)
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 raising additional capital
through sales of common stock. It is the intent of the Company to seek
a merger with an existing, operating company. In the interim,
shareholders of the Company are committed to meeting its minimal
operating expenses. However, 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 5 - COMMITMENTS AND CONTINGENCIES
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 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.
NOTE 6 - STOCK ISSUANCES
On April 28,2003 the Company issued 12,500,000 shares of common stock
to various consultants for services rendered. The shares were valued at
the stocks closing price of $0.025 per share for a total consideration
of $312,500.
On April 28, 2003 the Company issued 889,932 shares of common stock to
various consultants for services rendered from April 28, 2003 to July
31, 2003. The shares were valued at the stocks closing price of $0.025
per share for the total consideration of $22,248.
On July 2, 2003, the Company issued 100,000 shares of common stock to
its attorney for services which were rendered. The shares were valued
at the stocks closing price of $0.61 per share for the total
consideration of $61,000
On November 3, 2003, the Company issued 10,000 shares of common stock
for consulting services which were rendered. The shares were valued at
the stocks closing price of $0.47 per share for total consideration of
$4,700.
21
VICTORY CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2003 and 2002
NOTE 7 - SUBSEQUENT EVENTS
During the first quarter of 2004, the Company's Chairman & CEO, Harold
Gregg, paid $62,964.87 for 2003 expenses that were listed as payables
on the December 31, 2003 general ledger. This amount is due upon demand
and will not accrue any interest.
22
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
No independent accountant of our Company has resigned, declined to stand
for re-election or was dismissed during our Company's two most recent fiscal
years or any interim period.
Item 8A. Controls and Procedures.
---------------------------------
(a) Evaluation of Disclosure Controls and Procedures
Victory Capital Holdings Corporation's President and
Secretary/Treasurer have evaluated the company's disclosure controls and
procedures as of March 24, 2004, and they concluded that these controls and
procedures are effective.
(b) Changes in Internal Controls
There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to March 24,
2004.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
---------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names and the nature of all positions
and offices held by all directors and executive officers of our Company for the
calendar years ending December 31, 2002 and 2001, and to the date hereof, and
the period or periods during which each such director or executive officer
served in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation Resignation
---- ---- ----------- -----------
Harold Gregg Director/Interim CEO 4/03 *
Secretary/ *
Treasurer
Richard Zinman CEO 5/03 10/03
George Sharp Various Interim 12/03 **Service Agreement
CEO
TJ Culbertson CEO 10/03 *
Global Card, Inc. Director
Secretary/ 10/03 *
Treasurer
* These persons presently serve in the capacities indicated
opposite their respective names.
** Acted as an independent contractor, providing services to the
various subsidiaries.
Term of Office.
---------------
The term of office of the current directors shall continue until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in May of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.
Business Experience.
--------------------
Harold Gregg, Director and CEO. Since April 2003, a member of the Ohio
State Bar is a graduate of Syracuse University in 1966, with a BS in business
administration. Mr. Gregg is a graduate of the Law School of Case Western
Reserve University, Cleveland, Ohio, with a Juris Doctor degree.
TJ Culbertson, Director and CEO of our Global Card, Inc. subsidiary
Since October 3, 2003, graduated in 1995 with a BS in applied economics from the
University of Minnesota. He then went on to earn a Masters Degree in
International Management from the University of St. Thomas, Minneapolis
Minnesota.
Family Relationships.
---------------------
None
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as indicated below and to the knowledge of management, during
the past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the
time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of
any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or
state authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any
federal or state securities law, and the judgment in such civil
action or finding by the Securities and Exchange Commission has
not been subsequently reversed, suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has
not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
No securities of our Company are registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, and our Company files reports under Section
15(d) of the Securities Exchange Act of 1934; accordingly, directors, executive
officers and 10 percent stockholders are not required to make filings under
Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
--------------------------------
Cash Compensation.
------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or other all
principal periods Annual restricted option/LTIP other
position Ended $ $ Compen- Stock SAR's Payouts Compen-
Salary Bonus sation awards$ # $ sation$
- ----------------------------------------------------------------------------
Harold Gregg 12/31/03 0 0 0 0 0 0 0
Sec/Tres 12/31/03 0 0 0 0 0 0 0
Director
Richard 12/31/03 240,000 0 0 0 0 0 0
Zinman 12/31/03 0 0 0 0 0 0 0
CEO
TJ. 12/31/03 96,000 0 0 0 0 0 0
Culbertson 12/31/03 0 0 0 0 0 0 0
Global Card, Inc.
Director/CEO
Stock Option Plans.
-------------------
On June 30, 2003 our Company adopted the "2003 Stock Awards Plan",
registered under Form S-8. The Company registered 1,000,000 shares of our
Company's common stock at an aggregate price of .65 per share. By this
reference, our Company's Registration Statement on Form S-8 is incorporated
herein. As of our December 31, 2003 no options have been exercised, accordingly,
no table relating to such items have been included within this item.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which our Company's
directors are compensated for any services provided as director. No additional
amounts are payable to our Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of our Company's directors
was compensated during our Company's last completed calendar year or the
previous two calendar years for any service provided as director. See the
Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from our Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with our Company or its subsidiaries, or
any change in control of our Company, or a change in the person's
responsibilities following a change in control of our Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
None
Security Ownership of Management.
---------------------------------
The following table sets forth the share holdings of our Company's
directors and executive officers as of December 31, 2003 and 2004, and to the
date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
None
Changes in Control.
-------------------
To the knowledge of management, there are no present arrangements or
pledges of our Company's securities which may result in a change in control.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others
----------------------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which our Company or any of
its subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder who
is known to our Company to own of record or beneficially more than five percent
of any class of our Company's common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.
Certain Business Relationships.
-------------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder who
is known to our Company to own of record or beneficially more than five percent
of any class of its common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
Indebtedness of Management.
---------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder who
is known to our Company to own of record or beneficially more than five percent
of any class of its common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
Transactions with Promoters.
----------------------------
There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any promoter or founder or any member of the immediate
family of any of the foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
None.
Exhibits*
Number
------
(i)
4/22/2003 Change in Control
5/09/2003 Clarification of our Authorized Shares
(ii) Where Incorporated In This Annual Report
6/30/2003 Form S-8
* A summary of any Exhibit is modified in its entirety by reference to
the actual Exhibit.
** These documents and related exhibits have previously been filed with
the Securities and Exchange Commission and are incorporated herein by
this reference.
Item 14. Principal Accounting Fees and Services
---------------------------------------------
Audit Fees
The aggregate fees billed for fiscal years 2003 and 2002 were $10,300 and
$3,800, respectively, for professional services rendered by HJ Associates &
Consultants, LLP the principal accountant for the audit of the Company's annual
financial statements and review of financial statements included in our Form
10-QSB or services normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Related Fees
No fees were billed in each of the last two fiscal years for any other work
relating to our audit.
Tax Fees
The aggregate fees billed for fiscal years 2003 and 2002 were $210 and $0,
respectively, for professional services rendered by HJ Associates and
Consultants, LLP, the principal accountant for tax compliance, tax advice, and
tax planning, for services relating to the preparation of the Company's federal
and state income tax returns.
All Other Fees
In the past two fiscal years, other fees were billed for registration statement
review provided by our principal accountant in the amount of $1,575.
Our Audit Committee approved the engagement of our principal accountant prior to
their rendering any and all audit or non-audit services.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VICTORY CAPITAL HOLDINGS CORPORATION
Date: 3/24/04 By /s/ Harold Gregg
---------------------------------
Harold Gregg, President and
Director
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:
VICTORY CAPITAL HOLDINGS CORPORATION
Date: 3/24/04 By /s/ Harold Gregg
---------------------------------
Harold Gregg, President and
Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold Gregg, President of Victory Capital Holdings Corporation, fka New
Environmental Technologies Corporation (the "Registrant"), certify that:
1. I have reviewed this Annual Report on Form 10-KSB ("the Annual
Report") of the Registrant;
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual 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;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: March 24, 2004 Signature: /s/ Harold Gregg
------------------------
Harold Gregg
President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Victory Capital Holdings Corpration, fka
New Environmental Technologies Corporation (the "Registrant") on Form 10-KSB for
the year ending December 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof(the "Annual Report"), I, Harold Gregg
Secretary/Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Annual Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents, in all
material respects, the financial condition and result of operations of the
Registrant.
/s/ Harold Gregg
------------------------
Director
Secretary and Treasurer
3/24/04