UNITES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-25824 NEW HARVEST CAPITAL CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 13-3334512 (State or other jurisdiction of (IRS Employer) incorporation or organization) Identification No.) 225 West 37th Street, New York, New York 10018 (Address of Principal Executive Offices) (212) 819-1066 Registrant's telephone number, (including area code) HARVEST CAPITAL CORPORATION (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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. Yes X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of December 19, 2002, there were 89,999,999 shares of common stock, par value $.0001 per share. Transitional small business disclosure format (check one) Yes No X Page 1 of 10. There is no Exhibit Index. NEW HARVEST CAPITAL CORPORATION INDEX Page Part I. Financial Information: Item 1. Financial Statements. Balance Sheets at October 31, 2001 and April 30, 2001 3 Statements of Operations for the three months ended October 31, 2001 and 2000 4 Statements of Cash Flows for the three months ended October 31, 2001 and 2000 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. 6-7 Part II. Other Information: Item 5. Other Information. 8 Item 6. Exhibits and Reports on Form 8-K. 8 Signature 9 PART I. FINANCIAL INFORMATION NEW HARVEST CAPITAL CORPORATION (A Development Stage Corporation) BALANCE SHEETS ASSETS October 31, April 30, 2001 2001 (Unaudited) Current assets: Cash $ 2,998 $ 3,063 Due from related party 10,000 - Total current assets 12,998 3,063 Other assets: Securities available for sale 138,855 126,772 $151,853 $129,835 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accrued expenses and taxes payable $ 7,940 $ 13,940 Due to related party 74,300 71,300 Total current liabilities 82,240 85,240 Shareholders' equity Preferred stock - $.0001 par value, authorized 5,000,000 shares; issued and outstanding- none Common stock - $.0001 par value, authorized 300,000,000 shares; issued 88,999,999 at July 31, 2001 and April 30, 2001; 8,900 8,900 Additional paid-in capital 442,980 442,980 Retained (deficit)-prior to development stage (314,120) (314,120) Retained stage (deficit)- development stage (152,991) (149,826) Unrealized gain on securities available for sale, net of taxes 84,844 56,661 Total stockholders' equity 69,613 44,595 $ 151,853 $ 129,835 NEW HARVEST CAPITAL CORPORATION STATEMENTS OF OPERATIONS AND (A Development Stage Corporation) COMPREHENSIVE INCOME Three Months Ended Six Months Ended October 31, October 31, 2001 2000 2001 2000 Revenues: Interest $ 8 $ - $ 19 $ - Costs and expenses: General and adminis- trative $ 30 $ 45 $ 84 $ 10,341 Realized Loss on sale of securities - - 100 - Management fee - related party 1,500 1,500 3,000 3,000 1,530 1,545 3,184 13,341 (Loss) from operations (1,522) (1,545) (3,165) (13,341) before income taxes Provision for income taxes - - - - Net(Loss) $ (1,522) (1,545) (3,165) (13,341) Other Comprehensive income Unrealized (loss) on securities (10,311) (9,842) 28,183 24,606 Total Comprehensive (loss) $ (11,833) $ (11,387)$ 25,018 $ 11,265 Net (loss) per common share $ - $ - $ - $ - Weighted average common shares outstanding 88,999,999 88,999,999 88,999,999 88,999,999 See accompanying notes to financial statements. NEW HARVEST CAPITAL CORPORATION (A Development Stage Corporation) STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED OCTOBER 31, 2001 2000 Cash Flows from Operating Activities Net (loss) $ (3,165) $(13,341) Adjustments to reconcile net (loss) to net cash used in operations: Loss on securities sold 100 - Changes in operating assets and liabilities accrued expenses (3,000) 13,250 Net Cash (used in) Operating Activities (6,065) (91) Cash Flows from Investing Activities Proceeds from sale of Securities 6,000 - (Decrease) in cash (65) (91) Cash-beginning of period 3,063 234 Cash-end of period $ 2,998 $ 143 See accompanying notes to financial statements. NEW HARVEST CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) Note 1. The balance sheet as of October 31, 2001, the statements of operations for the three month periods ended October 31, 2001 and 2000 and the statements of cash flows for the six month periods ended October 31, 2001 and 2000, have been prepared by the Company, without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows, as of October 31, 2001 and for all periods presented have been made. The results of operations are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for its fiscal year ended April 30, 2001, which was filed with the Securities and Exchange Commission. Note 2. During the first six months of the current fiscal year, the Company sold 10,000 shares of JLM Couture, Inc. to a related party at a price of $1.60 per share (the Purchase Price"), the fair market value thereof on the date of such sale. The proceeds of the sale are payable to the Company at the rate of $2,000 per month. As of October 31, 2001, $6,000 has been paid by the purchaser. The shares sold to the related party are being held to secure payment of the full Purchase Price. As of October 31, 2001, the Company owns 68,740 shares of JLM Common Stock. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Liquidity and Capital Resources The Company had limited operations in both periods and lost $1,522 for the three months ended October 31, 2001 and $1,545 for the same period in the prior year. It lost $3,165 for the six months ended October 31, 2001 and $13,341 for the same period in the prior year. Recent Accounting Pronouncements In 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income." This standard establishes requirements for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is the total of net income and all other nonowner changes in equity. The objective of this statement is to report a measure of all changes in equity of a company that result from transactions and other economic events in the period other than transactions with owners. This standard is effective for the Company's fiscal year beginning November 1, 1998. The Company does not have any transactions other than with owners. As such, disclosure of comprehensive income is not necessary. As this statement relates solely to disclosure provisions, the Company believes that the adoption of this standard will not have an effect on its financial position or results of operations. In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," ("SFAS 131"). This pronouncement establishes standards for companies to report information about operating segments in financial statements based on the approach that management utilizes to organize the segments within the company for management reporting and decision making. In addition, SFAS No. 131 requires that companies report disclosures about products and services, geographic areas and major customers. SFAS No. 131 is effective for the Company's fiscal year beginning November 1, 1998. Financial statement disclosures for prior periods are required to be restated. As this statement relates solely to disclosure provisions, the Company believes that the adoption of this statement will not have an effect on its financial position or results of operations. Safe Harbor Statement Statements which are not historical facts, including statements about the Company's confidence and strategies and its expectations about new and existing products, technologies and opportunities, market and industry segment growth, demand and acceptance of new and existing products are forward looking statements that involve risks and uncertainties. These include, but are not limited to, product demand and market acceptance risks; the impact of competitive products and pricing; the results of financing efforts; the loss of any significant customers of any business; the effect of the Company's accounting policies; the effects of economic conditions and trade, legal, social, and economic risks, such as import, licensing, and trade restrictions; the results of the Company's business plan and the impact on the Company of its relationship with its lender. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 3.1 Articles of Incorporation of the Company, incorporated by reference to Form S-18 Registration Statement No. 33-2034-NY (the Registration Statement"). 3.2 Certificate of Renewal and Revival of Certificate of Incorporation of the Company filed with the Delaware Secretary of State on August 3, 2000. 3.3 The Company's By-Laws are incorporated by reference to Exhibit 6 of the Registration Statement. (b) Reports on Form 8-K. None. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEW HARVEST CAPITAL CORPORATION Registrant By:/s/Joseph L. Murphy Joseph L. Murphy, President (Duly authorized officer) Dated: January 11, 2002