Form 10SB12G/A NEWCOM INTERNATIONAL INC

What is Form 10SB12G/A?
  • Accession No.: 0001058553-01-500008 Act: 34 File No.: 000-30727 Film No.: 1736049
  • CIK: 0001058553
  • Submitted: 2001-09-13

AMEND #4 FOR NEWCOM TXT

form10sb-a4.txt

                                                                 U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-SB/A

                                 Amendment No. 4

                        GENERAL FORM FOR REGISTRATION OF
                      SECURITIES OF SMALL BUSINESS ISSUERS
           Under Section 12(b) Or 12(g) Of The Securities Act Of 1934


                           NewCom International Inc.,
                   (formerly Phileo Management Company, Inc.)
------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Nevada                                       88-0320439
---------------------------------          -----------------------------------
(State or Other Jurisdictions of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

515 West Pender Street, Vancouver, British Columbia                 V6B 6H5
----------------------------------------------------            --------------
     (Address of Principal Executive Offices)                     (Zip Code)

                                 (604) 681-5678
------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)



Securities to be registered under Section 12(b) of the Act:        None

Securities to be registered under Section 12(g) of the Act:

                         Common Stock , par value $.001
                             ----------------------
                                (Title of Class)





<PAGE>



                              INFORMATION STATEMENT

                            NEWCOM INTERNATIONAL INC.
                          COMMON STOCK, PAR VALUE $.001


NewCom is voluntarily filing its registration statement on Form 10-SB to make
information concerning itself more readily available to the public. Management
believes that being a reporting company under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning NewCom. In
addition, management believes that this may make NewCom more attractive to an
operating business opportunity as a potential business combination candidate. As
a result of filing its registration statement, NewCom is obligated to file with
the Securities and Exchange Commission ("SEC") certain interim and periodic
reports including an annual report containing audited financial statements.
NewCom intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.


          The date of this Information Statement is September 13, 2001





<PAGE>



                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

Business Development

NewCom International Inc. ("NewCom") was incorporated in Nevada on September 12,
1996 under the name AgriNet, Incorporated. On October 24, 1996, AgriNet,
Incorporated amended its Articles of Incorporation to change its name to Phileo
Management Company, Inc. On April 19, 2000 the Articles of Incorporation were
amended to change the name to NewCom International Inc. Since its incorporation,
NewCom has not conducted any significant operations.

Business of Issuer

NewCom's activities to date have focused on incorporation and the identification
of potential operating opportunities or acquisition targets. NewCom has not yet
commenced principal operations or earned revenues. Because NewCom is a
blank-check company with virtually no assets or revenues, it is the view of the
office of Small Business of the Securities and Exchange Commission that, both
before and after a business combination or transaction with an operating entity
or other person, the promoters or affiliates of NewCom, as well as their
transferees, are "underwriters" of the securities issued. Accordingly, the
Office of Small Business is of the view that the securities involved, can only
be resold through registration under the Securities Act unless there is an
applicable exemption. Rule 144 would not be available for resale transactions in
this situation.

On January 30, 1999, NewCom entered into an agreement to acquire certain assets,
consisting of 66% interest of a joint venture in a fibre-optic cable network in
China, for $60 million from the shareholders of Guangzhou South China
Fibre-Optic Network Engineering Co. Ltd. ("SCFC"). The consideration consisted
of 42 million shares of NewCom's common stock and 18 million shares of NewCom's
preferred stock. In the third quarter of 2000, after encountering difficulties
in the due diligence process, NewCom ceased its negotiations with SCFC.

Management of NewCom will attempt to become active and seek potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. NewCom is considered a blank-check company, and due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate a merger or acquisition with a private entity. No representation is
made or intended that NewCom will be able to carry out its activities
profitably.

NewCom is voluntarily filing its registration statement on Form 10-SB to make
information concerning itself more readily available to the public. Management
believes that being a reporting company under the Securities Exchange Act of
1934 could provide a prospective merger or acquisition candidate with additional
information concerning NewCom. In addition, management believes that this may
make NewCom more attractive to an operating business opportunity as a potential
business combination candidate. As a result of filing its registration
statement, NewCom is obligated to file with the SEC certain interim and periodic
reports including an annual report containing audited financial statements.
NewCom intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.


                                       2

<PAGE>



In the event NewCom completes the acquisition of any target acquisition or
merger candidate, the candidate may become subject to the same reporting
requirements as NewCom upon consummation of the business combination. The
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, and in the event that the target
acquisition or merger candidate has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate. Since many private companies do not
have audited financial statements, obtaining them could be expensive and time
consuming and thus, delay or terminate the merger or acquisition process.

Source of Business Opportunities

NewCom intends to use various sources in its search for potential business
opportunities including its officers and directors, consultants, special
advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals. NewCom may investigate and ultimately acquire a venture that is in
its preliminary or development stage, is already in operation, or in various
stages of its corporate existence or development. Management cannot predict at
this time the status or nature of any venture in which NewCom may participate.
The most likely scenario for a possible business arrangement would involve the
acquisition of or merger with an operating business which does not need
additional capital, but which merely desires to establish a public trading
market for its shares.

On October 6, 1999, NewCom entered into a note payable with David Lo, President
of NewCom, in exchange for advances made to NewCom. The note, for the sum of
$62,449, accrues interest at the rate of 9.0% per annum, expires August 13, 2001
and is due on demand. As of December 31, 1999, this note had accrued interest in
the amount of $2,156. There are no other oral or written agreements or
understandings in regards to loans by or for NewCom with its officers,
directors, affiliates or lending institutions. Currently, NewCom is not
financially able to make loans, but in the future, will determine whether to
lend funds based on, but not limited to, financial status, ability to repay, and
the effect on the business and operations of the company.

Evaluation Criteria

Once NewCom has identified a particular entity as a potential acquisition or
merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. Management may elect to engage
outside independent consultants to perform preliminary analyses of potential
business opportunities. However, because of NewCom's lack of capital it may not
have the necessary funds for a complete and exhaustive investigation of any
particular opportunity. Further, no member of management is a professional
business analyst and management will rely on its own business judgment in
formulating the types of businesses that NewCom may acquire. It is quite
possible that management will not have any business experience or expertise in
the type of business engaged in by any potential acquisition or merger
candidate.

In evaluating such potential business opportunities, NewCom will consider, to
the extent relevant to the specific opportunity, several factors including
potential benefits to NewCom and its shareholders; working capital, financial
requirements and availability of additional financing; history of operation, if
any; nature of present and expected competition; quality and experience of
management; need for further research, development or exploration; potential for
growth and expansion; potential for profits; and other factors deemed relevant
to the specific opportunity. Because NewCom has not located or identified any


                                        3

<PAGE>



specific business opportunity to date, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
NewCom may involve new and untested products, processes or market strategies,
which may not ultimately prove successful.

Presently, there are no merger candidates. There is always the potential for a
promoter, management, or affiliate to present a merger candidate to NewCom.
Corporate policy does not preclude related party transactions. However, if a
promoter, management or an affiliate of NewCom directly or indirectly held an
ownership interest in a merger candidate, the merger decision would exclude
those with ownership interests due to the inherent conflicts of interest.
Further, any remuneration due to promoters, management or affiliates as a result
of a merger or acquisition transaction would undergo review by disinterested
management for its fairness in light of all the circumstances surrounding the
transaction.

Finder's fees or other acquisition related compensation may be paid to officers,
directors, promoters or their affiliates in connection with their identification
of a suitable merger candidate. However, presently, there are no agreements with
officers, directors, promoters or their affiliates that include finder's fees or
other acquisition related compensation. A finder's fee to be paid to these
parties would be addressed at the time negotiations begin with the merger
candidate. The finder's fee could be a factor in negotiations and whether a
merger takes place. Management has not set any limits on finder's fees other
than what is considered normal and reasonable under the circumstances. The
finder's fee could be paid in cash, securities or a combination thereof.

In the event that a merger is consummated, it is likely that there will be a
change in control, both as to ownership and management. Management reserves the
right to negotiate the change of control issue; however, under Nevada law,
management must seek shareholder approval if change of control is a condition to
the transaction.

Presently, NewCom cannot predict the manner in which it might participate in a
prospective business opportunity. Each separate potential opportunity will be
reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which NewCom
participates in a specific business opportunity will depend upon the nature of
that opportunity, the respective needs and desires of NewCom and management of
the opportunity, and the relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an asset
purchase, lease, joint venture, license, partnership, stock purchase,
reorganization, merger or consolidation. NewCom may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization, however, NewCom does not intend to participate in opportunities
through the purchase of minority stock positions. In any acquisition where
NewCom uses its stock to pay for the acquisition, current shareholders'
interests would be diluted.



                                        4

<PAGE>



Further, stockholders of NewCom may not have the opportunity to approve or
consent to any particular merger or stock buy-out transaction. NewCom's business
plan entails seeking potential operating businesses and opportunities with the
intent to acquire or merge with such businesses or opportunities. Under Nevada
Revised Statutes and NewCom's Articles of Incorporation and By-Laws, to effect
these acquisitions, the Board of Directors has the ability to issue authorized,
unissued shares of common stock in excess of par value without the consent of
the shareholders. However, in the event that NewCom becomes listed on a national
stock exchange such as the American Stock Exchange, the Nasdaq Small Cap Market
or the OTC Bulletin Board, NewCom may be required to obtain shareholder consent
to effect these transactions. There are no arrangements, agreements or
understandings between non- management shareholders and management under which
non-management shareholders may directly or indirectly participate in or
influence the management of NewCom's affairs.

Competition

Because it has yet to commence operations, NewCom is currently unable to
evaluate the type and extent of its likely competition. NewCom is aware that
there are numerous other public companies with only nominal assets that are also
searching for operating businesses and other business opportunities as potential
acquisition or merger candidates. NewCom will be in direct competition with
these other public companies in its search for business opportunities and, due
to NewCom's lack of funds, it may be difficult to successfully compete with
these other companies. Also, there is no way for NewCom to distinguish itself
from other companies in a similar position.

Financing

Currently, NewCom is not able to obtain a loan by traditional methods because of
its financial status and lack of operations. There are no payments due or owed
to promoters, management or their affiliates and associates. In the event that
NewCom obtains a loan from promoters, management, or affiliates, the terms and
the conditions of these loans must provide for repayment only after NewCom
satisfies all other financial obligations and the financial health of NewCom
would not be affected. NewCom has no plans to enter into loan agreements with
promoters, management or their affiliates and associates or to make any other
payments to promoters, management or their affiliates and associates.

Other Information

As of this date, NewCom has one employee and until such time as NewCom's
business warrants the expense, or until NewCom successfully acquires the joint
venture interest or merges with an operating business, there is no need for
additional employees. No remuneration has been paid to date.

NewCom's office is located at 515 West Pender Street, Vancouver, British
Columbia V6B 6H5. NewCom leases space from an unaffiliated company, Westec
Venture Group, Inc. NewCom pays a monthly rental fee of $1,000.

NewCom will voluntarily send an annual report, including audited financial
statements, to its security holders.

NewCom will file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). The public
may read and copy the materials NewCom files with the SEC at the SEC's Public
Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The address of the website is
http://www.sec.gov.




                                        5

<PAGE>



ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

NewCom was formed on September 12, 1996 under the name AgriNet, Incorporated on
October 26, 1996, AgriNet amended the Articles of Incorporation to change the
name to Phileo Management Company, Inc. On April 19, 2000, the Articles of
Incorporation were once again amended to change the name to NewCom International
Inc. Since its incorporation, NewCom has not conducted any significant
operations.

NewCom's activities to date have focused on incorporation activities and the
identification of potential operating opportunities or acquisitions targets.
Since NewCom has not yet commenced any principal operations and has not yet
earned revenues, NewCom is considered to be a blank-check company. The plan of
operation over the next twelve (12) months is to identify and successfully enter
into suitable joint venture agreements or other business combinations.

During 1999, NewCom had entered into an agreement to acquire certain assets of a
Joint Venture in a fibre-optic cable network in China. In connection with the
acquisition, NewCom paid a $461,000 finders fee to an unrelated third party,
Dragon King Investment Services Ltd. ("Dragon King"). As the acquisition
encountered difficulties in the due diligence process it was subsequently
abandoned by NewCom. The fee paid was charged to operations in the third quarter
of 2000. See fee agreement previously filed as Exhibit 10.3 to the Form 10SB.
Dragon King is primarily an investment company with its assets principally being
real estate holdings in the Peoples Republic of China and Hong Kong and is not a
broker dealer.

Results of Operations

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

To date, NewCom has had no revenues. NewCom has incurred expenses consisting
primarily of consulting services totaling $184,000 and $244,000 in 2000 and
1999, respectively. In 2000, a portion of the consulting services expense
related to filing of a Form 10 with the Securities and Exchange Commission and
in 1999 a portion of the consulting services expense consisted of $233,000
relating to the fair value of stock options granted to NuVen Advisors Limited
Partnership ("NuVen" or the "Advisor"). The consulting fees were incurred to
NuVen for management, financial advisory, and strategic planning services.
General and administrative expenses consist of rent, travel, and professional
services. In 1998, management and consulting expenses amounting to $50,000
consisted of fees paid to a promoter. The promoter was Blake Street Securities
LLC ("Blake Street")of Denver, Colorado. Blake Street was engaged after
formation of the Company to attempt a private placement of $40,000,000 for the
proposed Joint Venture in a fibre-optic cable network in China.



Six  Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

NewCom had no revenues for the six months ended June 30, 2001 or 2000.

NewCom's total general and administrative expenses were $43,991 for the six
months ended June 30, 2001, as compared to $138,109 for the same period last
year. The change is primarily attributable to consulting and legal fees incurred
in connection with the preparation and filing of its Form 10-SB with the
Securities and Exchange Commission




                                        6

<PAGE>


Liquidity and Capital Resources, Going Concern

NewCom has not commenced significant operations, and has limited liquid
resources. Such matters raise substantial doubt about NewCom's ability to
continue as a going concern. NewCom expects to be able to meet all of its cash
requirements through December 31, 2001 by limiting its expenses, from existing
cash and from payments it is receiving on its receivables, and the accrual of
expenses. Further, NewCom does not expect it will be necessary to borrow funds
or to raise funds through a equity or debt offering to conduct its current
operations for at least the next twelve (12) months.

Management's plans with respect to these conditions are to continue searching
for additional sources of capital and new operating opportunities. NewCom had
entered into an acquisition agreement to acquire a fibre-optics cable network,
which encountered difficulties in the due diligence process and was ultimately
abandoned. In the interim, NewCom will continue operating with minimal overhead,
and key administrative and management functions which will be provided by
consultants. Accordingly, the financial statements have been presented under the
assumption NewCom will continue as a going concern. No adjustments have been
made to the financial statements as a result of this uncertainty.

ITEM 3.   DESCRIPTION OF PROPERTY.

Although NewCom does not own or control any material property, NewCom will
maintain its business address at 515 West Pender Street; Vancouver, British
Columbia V6B 6H5. NewCom currently subleases these offices from an unaffiliated
company, Westec Venture Group, Inc. NewCom pays a monthly rental fee of $1,000.

ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Currently, no Directors or Officers own any stock in NewCom and there are no
shareholders who own directly or indirectly five percent (5%) or more of the
outstanding common stock.

ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Identification of Directors and Executive Officers

NewCom, pursuant to its Bylaws, is authorized to maintain a three to five (3-5)
member Board of Directors and executive officers as needed. The directors and
officers for fiscal 1999 are as follows:

                       Position
     Name            Held with NewCom      Age      Dates of Service
---------------    --------------------    ---  -------------------------------


David Lo           President, Director      54  September 21, 1999 to Present

Mohan Datwani      Secretary, Director      33  March 15, 2000 to Present

Xu Han             Director                 37  March 15, 2000 to Present

All directors of NewCom hold office until the next annual meeting of
shareholders and until their successors have been elected and qualified.
Vacancies in the Board of Directors are filled by the remaining members of the
Board until the next annual meeting of shareholders. The officers of NewCom are
elected by the Board of Directors at its first meeting after each annual meeting
of NewCom's shareholders and serve at the discretion of the Board of Directors
or until their earlier resignation or death.


                                        7

<PAGE>


Business Experience

The following is a brief account of the business experience during the past five
years of each director, director nominee and executive officer of NewCom,
including principal occupations and employment during that period and the name
and principal business of any corporation or other organization in which such
occupation and employment were carried on.

David Lo.

Mr. David Lo has served as Director and President of NewCom since September 21,
1999. David Lo has twelve (12) years of experience as an accountant. Mr. Lo has
been a Director of Empire Supermarket Ltd. in Richmond, British Columbia since
mid 1999 and has been the owner of David Lo Accounting & Management, Inc. since
1986. Previous work experience includes Manager of Oceanic Sportswear, Ltd.from
1977 to 1986 and Assistant Manager of Les Deax Fabricants Ltd. from 1972 to
1977.

Mohan Datwani

Mr. Mohan Datwani, age 33, recently was appointed Director of NewCom on March
15, 2000 and was elected as Director by a majority vote of the shareholders of
the outstanding stock on March 31, 2000. Mr. Datwani, an attorney, resides in
Hong Kong and is a British citizen. Mr. Datwani received his Bachelor of Laws
(LL.B.) from the University of Hong Kong in 1988 and his Masters of Laws from
the University of Hong Kong in 1993. Mr. Datwani is licensed to practice as a
Solicitor of Hong Kong SAR since 1991 and admitted as a Solicitor of England and
Wales in 1994. Mr. Datwani has extensive experience as a banking finance lawyer
and has worked on many banking and commercial transactions involving the
People's Republic of China, including infrastructure financing.

Mr. Datwani is a founding partner of a large Hong Kong law firm, Koo and
Partners and has been with the firm since 1996. Currently, there are 200
employees and numerous clients, which include various banks and financial
institutions in Hong Kong and the People's Republic of China.

Xu Han

Mr. Xu Han, age 37, was appointed Director of NewCom in March 15, 2000 and was
elected as Director by a majority vote of the shareholders of the outstanding
stock on March 31, 2000. Mr. Han is in business and resides in the People's
Republic of China, but travels extensively. Mr. Han graduated from the
University of Beijing with a major in Science in 1986; he has furthered his
study in the US and was formerly a senior officer in the China National Science
Committee from 1991 to 1996. Mr. Han has been Executive Director and Vice
President of the China Success Group Corporation, a China-owned enterprise,
since 1996. The China Success Group Corporation has diverse investments in
insurance, transport network, information infrastructure, industrial and
trading, property development, tourism and leisure, and education.

Current directors and executive officers of NewCom have no present or future
plans to serve in a similar capacity with an organization similar to NewCom.
Each director and executive officer currently spends approximately 5 to 10 hours
per month on NewCom business.

Management, promoters, and affiliates may receive securities for services
rendered to NewCom, generally without shareholder approval or notice. Presently,
there are no plans to issue any authorized, but unissued stock to these
individuals or entities.


                                        8

<PAGE>


Involvement in Certain Legal Proceedings.

During the past five years, no director or officer of NewCom has:

     (1) Filed or has filed against him a petition under the fede
         al bankruptcy laws or any state insolvency law, nor has a receiver,
         fiscal agent or similar officer been appointed by a court for the
         business or property of such person, or any partnership in which he was
         a general partner, or any corporation or business association of which
         he was an executive officer at or within two years before such filings.

     (2) Been convicted in a criminal proceeding;

     (3) Been the subject of any order, judgment, or decree, not
         subsequently reversed, suspended or vacated, of any court of competent
         jurisdiction, permanently or temporarily enjoining such person from, or
         otherwise limiting his involvement in any type of business, securities
         or banking activities;

     (4) Been found by a court of competent jurisdiction in a civil action, the
         SEC or the Commodity Futures Trading Commission("FTC") to have violated
         any federal or state securities or commodities law, which judgment has
         not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires NewCom's directors and officers and persons who own more than 10
percent of NewCom's equity securities, to file reports of ownership and changes
in ownership with the SEC. Directors, officers and greater than ten-percent
shareholders are required by SEC regulation to furnish NewCom with copies of all
Section 16(a) reports filed.

Based solely on its review of the copies of the reports it received from persons
required to file, NewCom believes that during fiscal 2000, all filing
requirements applicable to its officers, directors and greater than ten-percent
shareholders were complied with.


ITEM 6.   EXECUTIVE COMPENSATION.

The following table sets forth all compensation awarded to, earned by or paid by
NewCom to the named directors and executive officers of NewCom for their
services.

Summary Compensation Table
--------------------------
         Name                   Salary   Bonus   Long-Term Compensation
-----------------------------   ------   -----   ----------------------
David Lo, President, Director
1999                              $0     None           None
2000                              $0     None           None

Mohan Datwani,
Secretary, Director
2000                              $0     None           None

Xu Han, Director
2000                              $0     None           None


                                      9

<PAGE>


Since NewCom's inception the directors and executive officers have served
without compensation and are expected to serve without compensation for the next
12 months. As such, there is no standard arrangement for the compensation of
directors, including any additional amounts for committee participation or
special assignments.

There have been no shares of common stock issued or stock options or warrants
granted to any directors or executive officers since NewCom's inception.


ITEM 7.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective October 1, 1999, NewCom entered into an Advisory and Management
Agreement (the "Advisory Agreement") with NuVen. NuVen is primarily an advisory
company with interests in companies under management and is not a broker dealer.
The Advisory Agreement was assigned to NewBridge Capital, Inc.("NewBridge or
Advisor") in April 2000. Other than acting as an advisor, there is no
relationship between the Company and either NuVen or NewBridge. Pursuant to the
terms of the Advisory Agreement, NewCom is required to pay $3,500 per month,
plus expenses, in exchange for assistance in the formulation of possible
acquisition strategies, and the management of financial and general and
administrative matters. In addition, NewCom is required to pay a fee equal to
10% of the asset value or investment made in NewCom resulting from Advisor's
efforts, and a transaction fee (as defined) equal to 5% of the proceeds received
by NewCom in connection with a sale of its assets. In summary, the Advisory
Agreement provides for (i) an Advisory Fee of $3,500 per month, (ii) a Merger
Fee of 10% of the transaction value when NewCom completes a merger, acquisition
or otherwise obtains an equity interest or interest as a creditor resulting from
an introduction, and (iii) a Transaction Fee of 5% of the net proceeds received
by NewCom from a sale of its assets. The Advisory Agreement has an initial term
of five years, but shall be automatically extended on an annual basis, unless
terminated by either party.

In addition, under the Advisory Agreement, NewCom was granted a fully vested
option to purchase 500,000 shares of NewCom's common stock at $0.50 per share.
Using the Black-Sholes model to value these options, using a volatility of 50%,
an expected term of 5 years and a risk-free interest rate of 6.0%, NewCom valued
these options at $233,000. Since these options are fully vested, such value was
charged to operations for the year ended December 31, 1999. Therefore, as a
result of the assignment of the Advisory agreement, Nuven's only involvement
with the registrant is as the holder of an option to purchase 500,000 shares at
$.50 per share. NewCom had $10,500 due under the Advisory Agreement to NuVen as
of December 31, 1999. Such amounts do not bear interest, are uncollateralized
and have no stated repayment terms and were later assigned to NewBridge with the
Advisory Agreement.

NewBridge, a Nevada corporation (OTCBB "NBRG") is both an advisory and
management firm and development stage investor, providing management, financing
and merger opportunities to the entertainment, food service and communications
industries. NewBridge is not registered as a broker- dealer.

Effective October 6, 1999, NewCom entered into a note payable with David Lo, an
officer and director of NewCom, in exchange for advances made to NewCom. The
note, in the amount of $62,449, bears interest at 9.0% per annum, expires August
13, 2001and is due on demand. In connection with this note, accrued interest of
$2,156 has been recorded in the accompanying balance sheet as of December 31,
1999.


                                       10

<PAGE>


ITEM 8.           DESCRIPTION OF SECURITIES.

Common Stock

Pursuant to NewCom's Articles of Incorporation, the Board of Directors has
authority to issue up to 100,000,000 shares of common stock, par value $0.001
per share. As of February 28, 2001, there were 15,500,000 shares issued and
outstanding, one vote for each share held on all matters. Cumulative voting in
elections of directors and all other matters brought before stockholders
meetings, whether they are annual or special, is not provided for under NewCom's
Articles of Incorporation or Bylaws. NewCom has not paid cash dividends on its
common stock and does not intend to do so in the foreseeable future. NewCom
intends to retain earnings, if any, to provide funds for its operations. Future
dividend policy will be determined by the board of directors based upon
conditions then existing including NewCom's earnings and financial condition,
capital requirements and other relevant factors.

Preferred Stock

Pursuant to the NewCom's' Articles of Incorporation, the Board of Directors has
the authority, without further action by the stockholders, to issue up to
25,000,000 shares of preferred stock in one or more series and to fix the
designations, powers, preferences, privileges, and relative participating,
optional or specials rights and the qualifications, limitations of restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, any or all of which may be greater than
the rights of the common stock. There are no shares of preferred stock currently
issued and outstanding. The Board of Directors, without stockholder approval,
can issue preferred stock with voting, conversion or other rights that could
adversely affect the voting power and other rights of the holders of common
stock. Preferred stock could thus be issued quickly with terms calculated to
delay or prevent a change in control of NewCom or make removal of management
more difficult. Additionally, the issuance of preferred stock may have the
effect of decreasing the market price of the common stock, and may adversely
affect the voting and other rights of the holders of common stock.

Issuance of Authorized, Unissued Stock

The Board of Directors has the authority to enter into transactions whereby
large portions of the authorized, but unissued shares of either common or
preferred stock will be issued. The amount of authorized common stock was
created by management to secure the Joint Venture interests. Since the Joint
Venture is no longer a merger candidate, the authorized, but unissued stock may
be used to secure another merger candidate. However, the Board must seek
shareholder approval in the event a change in control of NewCom would occur by
the issuance of the shares. Also, in the event that NewCom becomes listed on a
national stock exchange such as the American Stock Exchange, the Nasdaq Small
Cap Market or the OTC Bulletin Board, NewCom may be required to obtain
shareholder consent to effect these transactions. A large issuance of additional
shares of the registrant would dilute the ownership interests of existing
shareholders. Further, in the event that trading market develops for NewCom's
shares, a large issuance of shares may cause NewCom's net income per share to
materially decrease, which may decrease the market price of NewCom's common
stock and decrease shareholder's abilities to sell their stock for a premium, if
at all.

Penny Stock Regulations

The SEC has adopted special regulations referred to as the Penny Stock Reform
Act which define securities that have a market price of less than $5 per share
and that are not listed on a national exchange as "penny stock." These
regulations subject all broker-dealer transactions involving such securities to
the special penny stock rules set forth in Rule 15g-9 of the Securities Exchange
Act of 1934. NewCom common stock will come within the definition of a penny
stock. As a result, NewCom common stock will become subject to the penny stock
rules and regulations.


                                       11

<PAGE>



These rules affect the ability of broker-dealers to sell our securities and may
also affect the ability of purchasers to resell their shares. The penny stock
rules also impose special sales practice requirements on broker-dealers who sell
such securities to persons other than their established customers or accredited
investors. These regulations require that, prior to a transaction in penny
stock, broker-dealers must:

       -  make a written determination that the penny stock is a suitable
          investment for the purchaser;
       -  receive the purchaser's written consent to the transaction;
       -  deliver standardized risk disclosure documents that provide
          information about penny stock and the risks in the penny stock market;
       -  and provide information like current bid/offer quotations for the
          penny stock, compensation to be provided to the broker-dealer and
          salesperson, and subsequent to the transaction, provide monthly
          accounting for penny stocks held in the customer's account and
          information on the limited market of penny stock.



                                       12

<PAGE>


                                     PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
          EQUITY AND OTHER SHAREHOLDER MATTERS.

NewCom's Common Stock began trading on the Bulletin Board Over-the-Counter
Market on October 15, 1998. On March 9, 2000, NewCom's common stock was delisted
from the Bulletin Board and began trading on the NASDAQ "Pink Sheets." Under
current rules and regulations as promulgated by the SEC and NASD, quotations on
the OTC Bulletin Board are limited to the securities of issuers that make
current filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act
of 1934. NewCom was a non-reporting company and as such, under these rules, was
delisted from the Bulletin Board. NewCom is now filing its Form 10-SB to be in
compliance with these rules and once such filing has been accepted, then NewCom
will seek, through the NASD, to be listed on the Bulletin Board. The "Pink
Sheets"trading market is limited and sporadic and should not be deemed to
constitute an "established trading market."

Currently, Equitrade is a market maker for NewCom common stock; however, there
have been no discussions with Equitrade or any other market makers regarding
participation in a future trading market for NewCom's securities.

The following table sets forth the range of the bid and asked prices for the
common stock during the periods indicated, and represents inter-dealer prices,
which do not include retail mark-ups and mark-downs, or any commission to the
broker-dealer, and may not necessarily represent actual transactions.


            Date                          Bid         Asked
---------------------------------       --------     --------
Quarter ending December 31, 2000        $    .10     $   1.00
Quarter ending September 30, 2000       $    .15     $   1.00
Quarter ending June 30, 2000            $    .13     $   1.25
Quarter ending March 31, 2000           $    .25     $   1.25
Quarter ending December 31, 1999        $   3.60     $   8.80
Quarter ending September 30, 1999       $   3.60     $   7.20
Quarter ending June 30, 1999            $   3.20     $  11.20
Quarter ending March 30, 1999           $   1.20     $  11.20

1.   Holders:

     The approximate number of holders of record of the common shares, as of
     February 28, 2001, was 26. None of the shareholders owns directly or
     indirectly five (5) percent or more of the outstanding stock.

2.   Dividends:

     NewCom has not paid cash dividends on its common stock since its
     inception. At the present time, NewCom is a blank check company with no
     operations, and therefore, has no ability to pay dividends.

                                       13

<PAGE>

3.   Shareholder Meetings:

     NewCom's shareholders held a meeting on March 31, 2000 and pursuant to
     that meeting and by majority vote of the outstanding common stock, agreed
     to change the name of the company from Phileo Management Company, Inc. to
     NewCom International Inc., to elect the current Board of Directors, to
     increased the authorized stock to include Twenty Five Million (25,000,000)
     shares of preferred stock, and to ratify the now defunct joint venture
     agreement.


ITEM 2.   LEGAL PROCEEDINGS.

NewCom is not and has not been a party to any legal proceedings, nor is NewCom
aware of any disputes that may result in legal proceedings.

ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

NewCom has had no changes in and/or disagreements with its accountants.

ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES.

On or about April 3, 1999, NewCom issued 9.5 million shares of its common stock
for $0.10 per share to twenty unaffiliated individuals in exchange for 10%
promissory notes totaling $950,000. On or about September 1, 1999, the notes
were acquired by a third party, for $950,000 in cash. The notes acquired are
secured by the 9.5 million shares of NewCom's common stock. Exemption from
registration under the Securities Act of 1933 is claimed for the issuance of
this common stock in reliance upon Regulation D, Rule 504 and Section 4(2) of
the Act, which exempts transactions by an issuer not involving a public
offering.

On October 1, 1999, NewCom entered into an Advisory and Management Agreement(the
"Advisory Agreement") with NuVen Advisors Limited Partnership. The Advisory
Agreement was assigned to Newbridge in April 2000. Pursuant to the terms of the
Advisory Agreement, NewCom is required to pay $3,500 per month, plus expenses,
in exchange for Advisor's assistance in the formulation of possible acquisition
strategies and the management of financial and general and administrative
matters. Further, NewCom is required to pay a fee equal to 10% of the asset
value or investment made in NewCom resulting from Advisor's efforts and a
transaction fee of 5% of the proceeds received by NewCom in connection with the
sale of its assets. In summary, the Advisory Agreement provides for (i) an
Advisory Fee of $3,500 per month, (ii) a Merger Fee of 10% of the transaction
value when NewCom completes a merger, acquisition or otherwise obtains an equity
interest or interest as a creditor resulting from an introduction, and (iii) a
Transaction Fee of 5% of the net proceeds received by NewCom from a sale of its
assets.

In addition, NewCom granted a fully vested option to NuVen to purchase 500,000
shares of NewCom's common stock at $0.50 per share. NuVen was advised that the
shares issued to it were "restricted securities" as defined by Rule 144 of the
Act and agreed that it would not sell, transfer or otherwise dispose of the
shares prior to registration except in compliance with the Act. NuVen
represented that by reason of its knowledge and experience in financial and
business matters in general, and investments in particular, it was capable of
evaluating the merits and risks of the transaction and bearing the economic
risks of an investment in the shares and fully understood the speculative nature
of such securities and the possibility of loss. Exemption from registration
under the Securities Act of 1933 is claimed for the issuance of these shares in
reliance upon Section 4(2) of the Act, which exempts transactions by an issuer
not involving a public offering, and Regulation D.

                                       14
<PAGE>


On October 6, 1999, NewCom entered into a note payable with David Lo, President
of NewCom, in exchange for advances made to NewCom. The note, for the sum of
$62,449, accrues interest at the rate of 9.0% per annum, expires August 13, 2001
and is due on demand. As of December 31, 2000, this note had accrued interest in
the amount of $2,156. Exemption from registration under the Securities Act of
1933 is claimed for the issuance of this note in reliance upon Section 4(2) of
the Act, which exempts transactions by an issuer not involving a public
offering.

For each transaction listed above, NewCom claims exemption from the registration
requirements of Nevada, under Nevada Revised Statute Section 90.530(11), because
the facts of each transaction are as follows: the transaction was part of an
issue in which (a) there were no more than twenty-five (25) purchasers in
Nevada, other than financial or institutional investors or broker-dealers,
during any twelve (12) consecutive months; (b) no general solicitation or
general advertising is used in connection with the offer to sell or sale of the
securities; (c) no commission or other similar compensation is paid or given,
directly or indirectly, to a person, other than a broker-dealer licensed or not
required to be licensed under this chapter, for soliciting a prospective
purchaser in Nevada; and (d) one of the following conditions was satisfied: (1)
the seller reasonably believed that all the purchasers in Nevada, other than
financial or institutional investors or broker-dealers, were purchasing for
investment; or (2) immediately before and immediately after the transaction,
NewCom reasonably believed that its securities were held by fifty (50) or fewer
beneficial owners, and the transaction was part of an aggregate offering that
does not exceed five hundred thousand dollars ($500,000) during any twelve (12)
consecutive months. NewCom is not aware of any prohibitions on the initial offer
and sale or any subsequent resale of securities of a shell corporation by the
state of Nevada.

NewCom is a blank-check company with virtually no assets or revenues. It is the
view of the Securities and Exchange Commission that, both before and after a
business combination or transaction with an operating entity or other person,
the promoters or affiliates of a blank-check company, as well as their
transferees, are "underwriters" of the securities issued. Further, it is the
view of the SEC that securities issued by a blank check company, such as NewCom,
can only be resold through registration under the Securities Act unless there is
an applicable exemption. Rule 144 would not be available for resale transactions
in this situation.

ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Nevada law, a corporation may indemnify its officers, directors, employees
and agents under certain circumstances, including indemnification of such person
against liability under the Securities Act of 1933. A true and correct copy of
Section 78.7502 of Nevada Revised Statutes that addresses indemnification of
officers, directors, employees and agents is attached hereto as Exhibit 99.1.

In addition, Section 78.037 of the Nevada Revised Statutes and NewCom's Articles
of Incorporation and Bylaws provide that a director of this corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages due to breach of fiduciary duty as a director except for liability (a)
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (b) for the payments of distribution in violation of Nevada
Revised Statute 78.300.

The effect of these provisions may be to eliminate the rights of NewCom and its
stockholders (through stockholders' derivative suit on behalf of NewCom) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) and (b) of the
preceding paragraph.




                                       15

<PAGE>


                                    PART F/S

The following financial statements are attached to this report and filed as a
part thereof:

    Independent Auditors' Report.............................................F-2
    Balance Sheets...........................................................F-3
    Statements of Operations and Comprehensive Income (Loss).................F-4
    Statements of Stockholder's Equity.......................................F-5
    Statements of Cash Flows.................................................F-6
    Notes to Financial Statements............................................F-7





                                       16

<PAGE>




                                    PART III

Item 1. Index to Exhibits

3.1    Articles of Incorporation of AgriNet, Inc. (1)

3.1(a) Certificate of Amendment of Articles of Incorporation of AgriNet, Inc.(1)

3.1(b) Certificate of Amendment to Articles of Incorporation For Nevada Profit
       Corporations of Phileo Management Company, Inc.(1)

3.1(c) Amended and Restated Articles of Incorporation of NewCom International
       Inc.(1)

3.2    By-laws (1)

4.1    Form of Common Stock Certificate (1)

10.1   Advisory and Management Agreement between NuVen Advisors, LP and
       Phileo Management Company, Inc.(1)

10.2   Share Exchange Agreement (1)

10.3   Fee Agreement for Introduction Services (1)

10.4   Exchange Agreement (1)

10.5   Note Purchase Agreement (1)

10.6   Promissory Note with David Lo dated October 6, 1999 (2)

10.7   Share Exchange Agreement between Phileo Management Company Inc. and the
       shareholders of Guangzhou South China Fibre-Optic Network Engineering Co.
       Ltd. as of January 30, 1999(3)

10.8   Note Purchase Agreement between NuVen Advisors Limited Partnership and
       Phileo Management Company Inc. dated September 1, 1999.(3)

23.1   Consent of Independent Auditors(3)

99.1   Additional Exhibits Nevada Revised Statutesss.78.7502 (1)

       (1)   Previously filed with NewCom's Form 10-SB, filed May 31, 2000, File
             No. 0-30727.

       (2)   Previously filed with NewCom's Form 10-SB/A, filed March 26, 2001,
             File No. 0-30727.

       (2)   Previously filed with NewCom's Form 10-SB/A, filed August 17, 2001,
             File No. 0-30727.

                                       17

<PAGE>





                                   SIGNATURES



         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, NewCom has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   NewCom International Inc.




Date: September 13, 2001                       By: /s/ David Lo
                                                   --------------------
                                                   David Lo, President,
                                                   Director



                                               By: /s/ David Lo
                                                   --------------------
                                                   David Lo
                                                   Principal Accounting Officer,
                                                   Director

                                       18

<PAGE>



                            NewCom INTERNATIONAL INC.
                             (A blank-check company)

                          Index to Financial Statements





Description                                                              Page

Independent Auditors' Report............................................. F-2

Balance Sheets as of June 30, 2001 (unaudited)
  and December 31, 2000.................................................. F-3

Statements of Operations for the Six Months Ended
  June 30, 2001 (unaudited) and 2000 and the Years Ended
  December 31, 2000 and 1999, and for the
  Period from Inception, September 12, 1996
  through December 31, 2000.............................................. F-4

Statements of Stockholders' Equity for the Period
 from Inception, September 12, 1996 through
 December 31, 1998, and for the Years Ended
 December 31, 2000 and 1999 and for the Six
 Months Ended June 30, 2001 (unaudited).................................. F-5

Statements of Cash Flows for the Six Months Ended
 June 30, 2001 and 2000 (unaudited) and the Years Ended
 December 31, 2000 and 1999, and for the Period from
 Inception,  September 12, 1996 through December 31, 2000................ F-6

Notes to Financial Statements............................................ F-7












                                       F-1
<PAGE>







                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
NewCom International Inc.
(A blank-check company)


We have audited the accompanying balance sheet of NewCom International Inc., a
blank-check company (the "Company"), as of December 31, 2000, and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period ended December 31, 2000, and from the period from
inception, September 12, 1996 through December 31, 2000. These financial
statements are the responsibility of NewCom's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NewCom as of December 31, 2000,
and the results of its operations and its cash flows for each of the years in
the two-year period ended December 31, 2000, and for the period from inception,
September 12, 1996, through December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that NewCom
will continue as a going concern. As discussed in Note 1 to the financial
statements, NewCom has no operations and limited liquid resources. Such matters
raise substantial doubt about NewCom's ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                              /s/ McKennon Wilson & Morgan LLP
                                                  McKENNON WILSON & MORGAN LLP




Irvine, California
March 16, 2001


                                       F-2
<PAGE>

                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                                  Balance Sheets




                                                      June 30,     December 31,
ASSETS                                                  2001          2000
                                                    (Unaudited)
Current assets:
      Cash                                          $      964    $     1,340
      Prepaid expenses                                  54,335        100,800

Total current assets                                    55,299        102,140

Notes receivable (Note 2)                              171,812        169,520
Other receivables                                       30,550         45,825

Total Assets                                        $  257,661    $   317,485

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses         $   92,278    $    95,128
      Note payable to related party (Note 4)            71,554         68,728

Total current liabilities                              163,832        163,856

Commitments (Note 6)
Stockholders' equity:
      Preferred stock, $.001 par value;
        25,000,000 shares authorized;
        none outstanding                                     -              -
      Common stock, $.001 par value;
        100,000,000 shares authorized;
        15,500,000 shares issued and outstanding        15,500         15,500
      Additional paid-in capital                     1,218,500      1,218,500
      Deficit accumulated as a blank-check company  (1,140,171)    (1,080,371)
Total stockholders' equity                              93,829        153,629

Total Liabilities and Stockholders' Equity          $  257,661    $   317,485










                 See accompanying notes to financial statements.

                                       F-3
<PAGE>


                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                            Statements of Operations

<TABLE>
<CAPTION>

                                                                                            For the Period
                                                                                            from Inception,
                                                For the                     For the           September 12,
                                            Six Months Ended              Years Ended        1996 through
                                                June 30.                  December 31,        December 31,
                                            2001         2000          2000         1999         2000
                                               (Unaudited)
<S>                                    <C>          <C>          <C>         <C>           <C>
Operating expenses:
 Management and consulting fees        $    21,000  $    96,000  $   117,000 $   243,500   $   411,500
 General and administrative expenses        22,991       42,109       75,315     131,270       206,585

      Total operating expenses              43,991      138,109      192,315     374,770       618,085

Operating loss                             (43,991)    (138,109)    (192,315)   (374,770)     (618,085)

Other expenses (income):
 Interest expense                            2,826       13,618       16,758       4,401        21,159
 Interest (income)                          (2,292)     (12,380)     (14,710)     (3,663)      (18,373)
 Write-off of other receivables             15,275            -            -           -             -
 Write-off of acquisition costs                  -            -      461,000           -       461,000
 Other expense (income)                                  -            -       (1,500)          -        (1,500)
      Total other expenses                  15,809        1,238      461,548         738       462,286

Net loss                               $   (59,800) $  (139,347) $  (653,863)$  (375,508)  $(1,080,371)

Basic and diluted weighted average
 shares outstanding                     15,500,000   15,500,000   15,500,000  13,125,000

Basic and diluted loss
 per common share                      $     (0.00) $     (0.01) $     (0.04)$     (0.03)

</TABLE>















                 See accompanying notes to financial statements


                                       F-4
<PAGE>

                            NEWCOM INTERNATIONAL INC.
                             (A blank-check company)
                       Statements of Stockholders' Equity
  For the Period from Inception, September 12, 1996 through December 31, 1999,
                      For the Years Ended December 31, 2000
                   and for the six months ended June 30, 2000


<TABLE>
<CAPTION>

                                                          Deficit
                                                        Accumulated
                                            Additional     as a
                            Common Stock     Paid-In    Blank-Check
                          Shares    Amount   Capital      Company        Total
<S>                    <C>         <C>     <C>         <C>            <C>
Initial capitalization  6,000,000  $ 6,000 $   45,000  $         -    $  51,000

Net loss from
 Inception,
 September 12,
 1996 through
 December 31, 1998              -        -          -      (51,000)     (51,000)

Balances, at
 December 31, 1998      6,000,000    6,000     45,000      (51,000)           -

Issuance of common
 stock for cash
 at $0.10 per share     9,500,000    9,500    940,500            -      950,000

Value of stock
 options granted
 below FMV                      -        -    233,000            -      233,000

Net loss                        -        -          -     (375,508)    (375,508)

Balances, at
 December 31, 1999     15,500,000   15,500  1,218,500     (426,508)     807,492

Net loss                        -        -          -     (653,863)    (653,863)

Balances, at
 December 31, 2000     15,500,000  $15,500 $1,218,500  $(1,080,371)   $ 153,629

Net loss                        -        -          -      (59,800)     (59,800)

Balances, at
  June 30, 2001
    (unaudited)        15,500,000  $15,500 $1,218,500  $(1,040,171)   $  93,829

</TABLE>











                 See accompanying notes to financial statements.


                                       F-5
<PAGE>

                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                        For the                                September 12,
                                   Six Months Ended      For the Years Ended   1996 through
                                       June, 30              December 31,      December 31,
                                    2001      2000       2000        1999         2000
                                      (unaudited)
<S>                              <C>        <C>        <C>        <C>          <C>

CASH FLOWS FROM OPERATING
ACTIVITIES:
 Net loss                        $ (59,800) $(139,347) $(653,863) $  (375,508) $(1,080,371)
Adjustment to reconcile net loss
 to net cash used in operating
 activities:
 Value of stock options granted
   below fair value                      -          -          -      233,000      233,000
 Write-off of other receivables     15,275          -          -            -            -
 Write-off of acquisition costs          -          -    461,000            -      461,000
 Changes in operating assets
  and liabilities:
 Prepaid expenses                   46,465   (145,000)   (73,300)     (27,500)    (100,800)
 Other receivables                       -          -      1,884            -        1,884
 Accounts payable and accrued
  expenses                          (2,850)     8,912    (12,137)      96,765       84,628

Net cash used in operating
  activities                          (910)  (275,435)  (276,415)     (73,243)    (400,659)

CASH FLOWS FROM INVESTING
ACTIVITIES:
 Increase in notes receivable       (2,292)    (3,456)    (5,786)    (472,000)    (477,786)
 Proceeds from notes receivable          -    260,557    260,557            -      260,557
 Fees paid on fibre-optic
  cable network investment               -          -          -     (461,000)    (461,000)
 Redemption (Purchase) of
  certificate of deposit                 -    465,000    465,000     (465,000)           -

Net cash provided (used) in
 investing activities               (2,292)   722,101    719,771   (1,398,000)    (678,229)

CASH FLOWS FROM FINANCING
ACTIVITIES:
 Initial capitalization                  -          -          -            -       51,000
 Issuance of common stock                -          -          -      950,000      950,000
 Proceeds(payments)of note
   payable                               -   (465,000)  (465,000)     465,000            -
 Advances from related party         2,826      3,139      6,279       72,949       79,228

Net cash (used) provided by
 financing activities                2,826   (461,861)  (458,721)   1,487,949    1,080,228

Net increase(decrease)in cash         (376)   (15,195)   (15,366)      16,706        1,340
Cash, beginning of period            1,340     16,706     16,706            -            -
Cash, end of period              $     964  $   1,511  $   1,340  $    16,706  $     1,340

Cash paid during the period for:
 Interest                        $       -  $  13,799  $  13,799  $     2,247  $    16,046
</TABLE>

                 See accompanying notes to financial statements.


                                       F-6
<PAGE>


                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                          Notes to Financial Statements

Note 1.   Description of Business and Summary of Significant
          Accounting Policies

Description of Business

NewCom International Inc. (the "Company") was incorporated in Nevada in
September 1996 under the name of AgriNet, Inc. In October 1996, NewCom amended
its Articles of Incorporation to change its name to NewCom International Inc.
Since its incorporation, NewCom has not conducted any significant operations.

NewCom's activities to date have focused primarily on incorporation activities
and the identification of potential operating opportunities or acquisitions
targets. Since NewCom has not yet commenced any principal operations and has not
yet earned significant revenues, NewCom is considered to be a blank-check
company.

Management Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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.

Loss Per Share

NewCom discloses "basic" and "diluted" earnings (loss) per share. Basic earnings
(loss) per share are computed by dividing net income (loss) by the weighted
average number of common shares outstanding during each period. Diluted earnings
(loss) per share are similar to basic earnings (loss) per share except that the
weighted average number of common shares outstanding is increased to reflect the
dilutive effect of potential common shares, such as those issuable upon the
exercise of stock options or warrants, and the conversion of preferred stock, as
if they had been issued.

For the years ended December 31, 2000 and 1999, there is no difference between
basic and diluted loss per common share since the effects of outstanding options
to purchase 500,000 shares of common stock and since their effects are
anti-dilutive.

Acquisition Costs

NewCom accounts for costs incurred for its acquisitions as a portion of the
purchase price with the costs being allocated to the fair value of the net
assets acquired. During 1999, NewCom incurred $461,000 for costs incurred in
connection with a proposed acquisition of certain assets consisting of a
fibre-optic cable network in China (Note 2). The acquisition was never
completed, and accordingly, NewCom charged operations for these costs in the
third quarter of 2000.

                                       F-7
<PAGE>
                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                    Notes to Financial Statements (Continued)


Note 1.   Description of Business and Summary of Significant
          Accounting Policies (continued)

Income Taxes

NewCom accounts for income taxes using the "liability method." Accordingly,
deferred tax assets and liabilities, are determined based on the difference
between the financial statement and tax base of assets and liabilities using
enacted tax rates in effect for the year in which temporary differences are
expected to reverse. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that NewCom will not realize tax assets
through future operations.

Recent Accounting Standards

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
This Statement establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in an entity's financial statements. This statement requires an entity to
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in-capital in the equity
section of a statement of financial position. In accordance with the provisions
of this statement, NewCom has adopted SFAS No. 130 with no effect to the
accompanying financial statements.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires public enterprises
to report financial and descriptive information about its reportable operating
segments, and establishes standards for related disclosures about products and
services, geographic areas, and major customers. As of June 30, 1999 and 1998,
NewCom has only no reportable operating segment.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes a new
model for accounting for derivatives and hedging activities and supersedes and
amends existing accounting standards and is effective for fiscal years beginning
after June 15, 2000. SFAS 133 requires that all derivatives be recognized in the
balance sheet at their fair market value, and the corresponding derivative gains
or losses be either reported in the statement of operations or as a component of
other comprehensive income depending on the type of hedge relationship that
exists with respect to such derivative. NewCom does not expect the adoption of
SFAS 133 to have a material impact on its financial statements.

Going Concern and Management's Plans

NewCom has not commenced significant operations, and has limited liquid
resources. Such matters raise substantial doubt about NewCom's ability to
continue as a going concern. Management's plans with respect to these conditions
are to continue collecting on its notes receivable, searching for additional
sources of capital and new operating opportunities. In the interim, NewCom will
continue operating with minimal overhead, and key administrative and management
functions which will be provided by consultants. Accordingly, the accompanying
financial statements have been presented under the assumption NewCom will
continue as a going concern, and accordingly, no adjustments have been made to
accompanying financial statements as a result of this uncertainty.


                                       F-8
<PAGE>
                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                    Notes to Financial Statements (Continued)


Note 2.   Notes Receivable

On September 1, 1999, NewCom entered into an agreement with an unaffiliated
company, NuOasis International, Inc. ("NUOI"), which is a wholly-owned
subsidiary of NuOasis Resorts, Inc. ("NuOasis") to acquire an 8%, note
receivable of an unrelated party with a face value of $500,000, originally due
March 1, 1999 for $472,000 cash. The note was secured by 500,000 shares of
common stock of Oasis Resorts International, Inc. The issuer of the note
subsequently filed for bankruptcy. NewCom entered into an agreement with
NewBridge Capital, Inc. ("NewBridge") dated November 1, 1999 wherein NewCom
exchanged the note for $470,000 in receivables due from nine (9) unrelated
corporations and individuals. Additionally, NewBridge and NewCom agreed to cross
guarantees whereby NewBridge has agreed to guarantee that NewCom will collect a
minimum of $472,000 on the substituted receivables or from liquidation of the
collateral. During fiscal 2000, the Company collected $260,557 of the original
$472,000 balance. The Company accrued interest of $5,786 and the balance due at
December 31, 2000 was $215,345.  During the six months ended June 30, 2001, the
Company accrued $2,292 in interest and wrote-off as uncollectible $15,275.  The
balance at June 30, 2001 was $202,362.

Note 3.   Commitments

Effective October 1, 1999, NewCom entered into an Advisory and Management
Agreement (the "Agreement") with NuVen Advisors Limited Partnership ("NuVen" or
the "Advisor"). In April 2000, the Agreement, and the amount due was assigned to
NewBridge Capital, Inc. ("NewBridge") by NuVen. Pursuant to the terms of this
agreement, NewCom is required to pay $3,500 per month, plus expenses, in
exchange for Advisor's assistance in the formulation of possible acquisition
strategies, and the management of financial and general and administrative
matters. In addition, NewCom is required to pay a fee equal to 10% of the asset
value or investment made in NewCom resulting from Advisor's efforts, and a
transaction fee (as defined) equal to 5% of the proceeds received by NewCom in
connection with a sale of its assets. In addition, NewCom granted a fully vested
option to NuVen to purchase 500,000 shares of NewCom's common stock at $0.50 per
share. In addition, NewCom granted a fully vested option to NuVen to purchase
500,000 shares of NewCom's common stock at $0.50 per share. Using the
Black-Scholes model to value these options, using a volatility of 50%, an
expected term of 5 years and a risk-free interest rate of 6.0%, NewCom valued
these options at $233,000. Since these options are fully vested, such value was
charged to operations for the year ended December 31, 1999. The Agreement has an
initial term of five years, but shall be automatically extended on an annual
basis, unless terminated by either party. No amounts were due to NewBridge at
December 31, 2000 and June 30, 2001 (see below).

In May 2000, the Company paid NewBridge $258,000, of which $75,000 was for
services rendered in preparation of its Form 10-SB filed with the Securities and
Exchange Commission, among other services, and amounts due from NuVen and
Newbridge totaling $82,200 for advisory fees and out of pocket expenses. Of such
amount paid to Newbridge, $100,800 was accounted for as a prepaid expense at
December 31, 2000 to be used for future fees and expenses.  At June 30, 2001,
the prepaid expense balance was $54,335.

On December 28, 1999, NewCom entered into a note agreement with a bank totaling
$465,000, interest at 5.87% per annum, due July 1, 2000, as amended. The note
was satisfied in full during 2000 by a restricted certificate of deposit.




                                      F-9
<PAGE>
                            NewCom INTERNATIONAL INC.
                             (A blank-check company)
                    Notes to Financial Statements (Continued)


Note 4.   Stockholders' Equity

Common Stock

On or about April 3, 1999, NewCom issued 9.5 million shares of its common stock
for $0.10 per share in exchange for 10% promissory notes totaling $950,000. The
value of the Company's common stock was determined based on its intrinsic value
as a blank-check company. On or about September 1, 1999, the notes were acquired
by NuVen for $950,000 in cash. The notes acquired are secured by the 9.5
million shares of NewCom's common stock.

Preferred Stock

The Company has 25,000,000 shares of $.001 par value preferred stock authorized
with none outstanding.

Note 5.     Related Party Transactions

Effective October 6, 1999, NewCom entered into a note payable with an officer of
NewCom in exchange for advances made to NewCom. The note bears interest at 9.0%
per annuum, expires two years from the date of the note and is due on demand. In
connection with this note, accrued interest of $6,279 has been recorded in the
accompanying balance sheet.

Note 6.     Income Taxes

NewCom's net deferred tax assets at December 31, 2000, consist of net operating
loss carryforwards amounting to approximately $1,072,000 each for federal and
state tax purposes. At December 31, 2000, NewCom provided a 100% valuation
allowance for these net operating loss carryforwards totaling approximately
$364,000. During the years ended December 31, 2000 and 1999, NewCom's valuation
allowance increased $219,000 and $128,000, respectively.

The difference between the tax benefit assuming a Federal rate of 34% and the
nominal amount the recorded in the financial statements is the result of NewCom
recording a 100% valuation allowance for its deferred tax assets.

As a result of changes in ownership, NewCom's use of net operating loss
carryforwards may be limited by section 382 of the Internal Revenue Code until
such net operating loss carryforwards expire. Deferred tax assets have been
computed using the maximum expiration terms of 20 and five (5) years for federal
and state tax purposes, respectively.






                                    F-10