Form 10KSB NEWCOM INTERNATIONAL INC

Annual report pursuant to section 13 and 15(d) for small business issuers

What is Form 10KSB?
  • Accession No.: 0001058553-02-000002 Act: 34 File No.: 000-30727 Film No.: 02689900
  • CIK: 0001058553
  • Submitted: 2002-06-28
  • Period of Report: 2001-12-31

NEWCOM 12/31/01 10KSB TXT

newcom1231k.txt

                                                             SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the Fiscal Year Ended December  31, 2001   Commission file number   0-30727

                           NEWCOM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                Nevada                                         86-0907027
-----------------------------------                  ---------------------------
(State of other jurisdiction of                      (I.R.S. Employer  I.D. No.)
 incorporation or organization)

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

               Registrant's telephone number, including area code:
                                 (604) 681-5678
                                  ------------
           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 Par Value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                Yes    X    No
                                                      ---      ----

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K, is not contained herein and will not 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.

                                                 Yes         No  X
                                                       ---      ---

         The Registrant's revenues for its most recent fiscal year were $ -0-

         The aggregate market value of the 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 May 29, 2002 was approximately
$310,000.

              Class                                Outstanding at June 21, 2002
           ------------                            ----------------------------
      Common Stock, $.001 par value                      15,500,000 shares

                      Documents Incorporated by Reference:
                                      None


<PAGE>



                                TABLE OF CONTENTS

                                     PART I
                                                                           Page


Item 1.  Description of Business............................................ 1

Item 2.  Description of Property............................................ 4

Item 3.  Legal Proceedings.................................................. 4

Item 4.  Submission of Matters to a Vote of Security-Holders................ 4

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters........... 5

Item 6.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................ 6

Item 7.  Financial Statements............................................... 7

Item 8.  Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure............................................ 7

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act............... 8

Item 10. Executive Compensation............................................ 10

Item 11. Security Ownership of Certain Beneficial Owners and Management.... 10

Item 12. Certain Relationships and Related Transactions.................... 10

Item 13. Exhibits and Reports on Form 8-K.................................. 11

           Signatures.......................................................13


<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 Registrant

NewCom's activities to date have focused primarily on incorporation and the
identification of potential operating opportunities or acquisition targets.
NewCom has not yet commenced principal operations or earned significant
revenues. NewCom is a blank-check company with virtually no significant
operations.

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 (the "Joint Venture"), 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 continue to 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.

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.

In October 1999, NewCom entered into an Advisory and Management Agreement (the
"Advisory Agreement") with NuVen Advisors Limited Partnership ("NuVen" or the
"Advisor"). 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. As part of
the Agreement, NewBridge is to attempt to seek potential operating businesses
and business opportunities with the intent to acquire or merge with such
businesses with NewCom.


                                        1

<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, 2002
and is due on demand. As of December 31, 2002, this note had accrued interest in
the amount of $11,977. 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 NewCom.

Evaluation Criteria

Once NewCom has identified a particular entity as a potential acquisition or
merger candidate, management will seek to determine whether an 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
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. Presently, there are no agreements with
officers, directors, promoters or their affiliates that include finder's fees or
other acquisition related compensation. The Agreement with NewBridge provides
for a merger fee to be paid in the event the Advisor is successful in finding a
merger candidate for NewCom. It is unlikely that another person or entity


                                        2

<PAGE>



would receive a finder's fee due to the Advisor's role in seeking merger
candidates. However, a finder's fee to be paid to other persons or entities
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.

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.

Should NewCom complete an acquisition, the current shareholders position in all
likelihood will be diluted. Further, in any acquisition where NewCom uses its
stock to pay for the acquisition, the current shareholders would be diluted.

Because to date, NewCom has identified only one potential acquisition or merger
candidate, it currently is 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.

As of this date, NewCom does not have any employees and until such time as
NewCom successfully acquires or merges with an operating business, there is no
need for employees.


                                        3

<PAGE>




ITEM 2.           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
$1,000.00. In addition, NewCom pays to NewBridge a rental fee of $1,200 per
month for use of office space in Newport Beach, California.

ITEM 3.       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 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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 the name
change from Phileo Management Company, Inc. to NewCom International Inc.,
elected the current Board of Directors, increased the authorized stock to
include Twenty Five Million (25,000,000) shares of preferred stock, and ratified
the January 30, 1999 agreement with SCFC.



                                        4

<PAGE>



                                     PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED 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 trading
on the NASDAQ "Pink Sheets." The trading market is limited and sporadic and
should not be deemed to constitute an "established trading market."

The following table sets forth the range of high and low 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.


<TABLE>
<CAPTION>

                  2001                          Low          High
<S>                                          <C>         <C>
Quarter ending December 31, 2001             $     .02   $     .02
Quarter ending September 30, 2001            $     .02   $     .05
Quarter ending June 30, 2001                 $     .05   $     .11
Quarter ending March 31, 2001                $     .15   $     .94

                  2000
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
</TABLE>


(a)      Holders:
         -------

         The approximate number of holders of record of Common Shares, as of May
         29, 2002, was 26. None of the shareholders owns directly or indirectly
         five (5) percent or more of the outstanding stock.

(b)      Dividends:
         ---------

         NewCom has not paid cash dividends on its common stock since its
         inception. At the present time, NewCom's anticipated working capital
         requirements are such that it intends to follow a policy of retaining
         any earnings in order to finance the development of its business.



                                        5

<PAGE>



ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

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 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.

In October 1999, NewCom entered into an Advisory and Management 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 in April 2000. As part of the Agreement, NewBridge is to attempt to
seek potential operating businesses and business opportunities with the intent
to acquire or merge with such businesses with NewCom. As of this date, these
attempts have been unsuccessful. See Item 12 "Certain Relationships and Related
Transactions" for further discussion.

Results of Operations

To date, NewCom has had no revenues. NewCom has incurred expenses consisting
primarily of mangement and consulting services totaling $42,000 and $1,000 in
2001 and 2000, respectively. In 2000, a portion of the consulting services
expense related to filing of a Form 10 with the Securities and Exchange
Commission. 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.

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 finders fee to an unrelated third party. 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.

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. Management's recent efforts and future plans are
summarized below:

During fiscal 2000, NewCom collected $261,000 of the original $472,000 balance
of notes receivable. Management accrued interest of $6,000 and wrote-off as
uncollectible $2,000. The balance due at December 31, 2000 was $215,000.
Management used the monies to prepay NewBridge for future services and expenses
in the amount of $258,000. During 2000 and 2001, NewBridge has billed or
expended substantially all amounts. NewCom has unsuccessfully attempted to seek
recovery of amounts due under the NewBridge guarantee. Management sent a demand
letter in November 2001 to NewBridge requesting payment or collateral on its
guarantee of these notes as no payments were received during the year 2001. As a
result of this demand, NewCom entered into an agreement with NewBridge whereby
NewBridge pledged collateral


                                        6

<PAGE>



for these notes, 500,000 shares of BioSecure Corp. ("BioSecure") (formerly Yes
Clothing Company) to satisfy its guarantee obligation. The market value of the
shares at the time of the agreement was $.55 per share; however, subsequent to
the pledge, the market value declined to $0.03 per share. NewBridge currently
lacks sufficient liquid assets to satisfy these notes. An allowance for this
amount has been made based largely on the current inability of NewBridge to
satisfy its obligation to guarantee the receivables. Management evaluated the
realizability of the collection of these receivables and wrote-off as
uncollectible $219,000. The lack of collections of these receivables has caused
NewCom to delay in pursuing acquisition targets and to file its annual report on
Form 10-KSB late. NewBridge is currently assisting management in identifying
acquisition targets as a means to avoid litigation by NewCom.

Management expects it will be necessary for NewCom to borrow funds or raise
funds through a equity or debt offering to conduct its current operations during
the next twelve (12) months. Management has attempted to keep its overhead as
low as possible, and further reduce its overhead in 2002. In the event NewCom
identifies an acquisition target, additional funds will most likely be required
for NewCom to operate and remain viable. This adds an additional element of risk
to investors and/or an operating company which may ultimately be acquired. 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 NewCom's liquidity uncertainty.

ITEM 7.       FINANCIAL STATEMENTS

The following financial statements are included as a separate section following
the signature page to this Form 10-KSB and are incorporated herein by reference:

                          INDEX TO FINANCIAL STATEMENTS
                                                                            Page

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

         Balance Sheet......................................................F-3

         Statements of Operations...........................................F-4

         Statements of Shareholders' Equity ................................F-5

         Statements of Cash Flows...........................................F-6

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


ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE.

         None




                                        7

<PAGE>



                                    PART III

ITEM 9.       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 2001 are as follows:


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

David Lo           President, Director      56     September 21, 1999 to Present

Mohan Datwani      Secretary, Director      35     March 15, 2000 to Present

Xu Han             Director                 39     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.

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 fourteen (14) years of experience as an accountant. Mr. Lo
also currently is a Director of Empire Supermarket Ltd. in Richmond, British
Columbia and has been the owner of David Lo Accounting & Management, Inc. since
1986. Previous work experience includes Manager of Oceanic Sportswear, Ltd. and
Assistant Manager of Les Deax Fabricants Ltd.

Mohan Datwani

Mr. Mohan Datwani 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.


                                        8

<PAGE>



Mr. Datwani is a founding partner of a large Hong Kong law firm, Koo and
Partners established in October 1993. 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 was appointed Director of NewCom March 15, 2000 and was elected as
Director by a majority vote of the shareholders of the outstanding stock on
March 31, 2000. Mr. Xu is in business and resides in the People's Republic of
China, but travels extensively. Mr. Xu graduated from the University of Beijing
with a major in Science; he has furthered his study in the US and was formerly a
senior officer in the China National Science Committee. Mr. Xu is currently
Executive Director and Vice President of the China Success Group Corporation, a
China-owned enterprise which was established in 1993. The China Success Group
Corporation has diverse investments in insurance, transport network, information
infrastructure, industrial and trading, property development, tourism and
leisure, and education.

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 2001, all filing
requirements applicable to its officers, directors and greater than ten-percent
shareholders were complied with.





                                        9

<PAGE>



                        ITEM 10. EXECUTIVE COMPENSATION.

Officers and Directors currently do not receive compensation for their services
since the services rendered are inconsequential due to the nature of being a
blank-check company.

ITEM 11.          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 12.      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 NewCom 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. NewBridge only earns the 10% Merger Fee as
a result of its introduction of business opportunities to NewCom. It is unlikely
that another person or entity would receive a finder's fee due to the Advisor's
role in seeking merger candidates and it has been retained to manage NewCom's
assets and day-to-day operations. 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.

NewBridge, a Nevada corporation (OTC:BB "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. The payment of
securities commissions and other fees that are contingent upon securities
transactions to an entity that is not registered as a broker-dealer may be
inconsistent with the registration provisions of section 15(a) of the Securities
Exchange Act of 1934. If NewBridge should have registered as a broker-dealer due
to its activities, NewCom may be in a position to terminate its relationship
with NewBridge due to their failure to register.

In September 1999, NewCom entered into an agreement with an unaffiliated company
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 in November 1999 to exchange the note for $472,000 in
receivables due from nine (9) unrelated corporations and four (4) 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. The Oasis shares


                                       10

<PAGE>



subsequently became worthless. In November 2001, NewCom entered into an
agreement with NewBridge whereby NewBridge pledged as collateral for these notes
500,000 shares of BioSecure to satisfy its guarantee obligation. Management did
not place a value on such pledge since the pledge was not an absolute transfer
of such shares and the shares rapidly declined in value. NewBridge currently
lacks sufficient liquid assets to satisfy these notes. Management wrote-off
$218,802 as an impairment of such notes in 2001. Management intends to seek
recovery of such amounts from NewBridge when, and if, NewBridge has the ability
to pay the obligation to NewCom. There are no assurances that management will
receive any of the amounts due to NewCom. Management does not plan to pursue
litigation against NewBridge, since NewBridge management is attempting to find
an acquisition candidate for NewCom.

In May 2000, NewCom paid NewBridge $258,000, of which $75,000 was for services
rendered in preparation of its Form 10-SB and amendments 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 and charged to
operations. During fiscal 2001, $91,000 of fees and expenses were recorded
against the prepaid expenses and charged to operations. The balance at December
31, 2001 was $9,800. Management expects services to be rendered by June 30,
2002.

Effective October 6, 1999, NewCom entered into a note payable of $62,449 with an
officer of NewCom in exchange for advances made to NewCom. The note bears
interest at 9.0% per annum, expires August 13, 2002 and is due on demand. At
December 31, 2001, the amount due, together with interest was $74,426. This debt
is expected to be converted into common stock during 2002.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

          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, (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)


                                       11

<PAGE>



         10.5     Note Purchase Agreement.(1)

         10.6     Pledge Agreement of collateral shares between NewBridge
                  Capital and NewCom

         99.1     Additional Exhibits [Nevada Revised Statutesss.78.7502](1)

Reports on Form 8-K

         None.


         (1)      Filed as exhibits to Company's Form 10-SB which was filed with
                  the Commission on May 31, 2000, and incorporated herein by
                  this reference.



                                       12

<PAGE>




                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of NewCom


                                             NewCom International Inc.


Date:    June__, 2002                    by: /s/ David Lo
                                         ---------------------------------------
                                                 David Lo
                                                 President and Director

Date:    June __, 2002                   By: /s/ Mohan Datwani
                                         ---------------------------------
                                                 Mohan Datwani
                                                 Secretary and Director

Date:    June__, 2002                    By: /s/ Xu Han
                                         ---------------------------------------
                                                 Xu Han
                                                 Director





                                       13

<PAGE>





                            NewCom INTERNATIONAL INC.
                             (A blank-check company)

                          Index to Financial Statements



Description                                                               Page

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

Balance Sheet as of December 31, 2001......................................F-3

Statements of Operations for the Years Ended December 31, 2001 and 2000,
  and for the Period from Inception, September 12, 1996 through
  December 31, 2001........................................................F-4

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

Statements of Cash Flows for the Years Ended December 31, 2001 and 2000,
   and for the Period from Inception, September 12, 1996 through
   December 31, 2001.......................................................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 ("NewCom"), as of December 31, 2001, and the related
statements of operations, stockholders' deficit and cash flows for each of the
years in the two-year period ended December 31, 2001, and from the period from
inception, September 12, 1996 through December 31, 2001. 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, 2001,
and the results of its operations and its cash flows for each of the years in
the two-year period ended December 31, 2001, and for the period from inception,
September 12, 1996, through December 31, 2001, 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 significant 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 accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                          /s/ McKennon Wilson & Morgan LLP
                                              -----------------------------




Irvine, California
June 21, 2002


                                       F-2

<PAGE>



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


<TABLE>
<CAPTION>


                                                                   December 31,
                                                                       2001
                                                                   ------------
<S>                                                                <C>
ASSETS
Current assets:
      Cash                                                         $       748
      Prepaid expenses                                                   9,835
                                                                   ------------
Total current assets                                                    10,583
Notes receivable, net of allowance of $218,802 (Note 3)                      -
                                                                   ------------
Total Assets                                                       $    10,583
                                                                   ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                             $    56,856
      Note payable to related party (Note 6)                            74,426
                                                                   ------------
Total current liabilities                                              131,282
                                                                   ------------
Commitments (Note 4)

Stockholders' deficit:
      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
      Additional paid-in capital                                     1,275,611
      Deficit accumulated as a blank-check company                  (1,411,810)
                                                                   ------------
Total stockholders' deficit                                           (120,699)
                                                                   ------------
Total Liabilities and Stockholders' Deficit                        $    10,583
                                                                   ============

</TABLE>









                 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,
                                                                   September 12,
                                          For the Years Ended      1996 through
                                               December 31,         December 31,
                                        ----------------------------------------
                                            2000         2001           2001
                                        ------------  ------------  ------------
<S>                                     <C>           <C>           <C>
Operating expenses:
    Management and consulting fees      $   117,000   $    42,000   $   453,500
    General and administrative expenses      73,431        68,396       276,096
    Impairment of notes receivable            1,884       218,802       220,686
    Impairment of acquisition costs         461,000             -       461,000
                                        ------------  ------------  ------------
      Total operating expenses              653,315       329,198     1,408,282
                                        ------------  ------------  ------------
Operating loss                             (653,315)     (329,198)   (1,408,282)
Other income (expense):
    Interest expense                        (16,758)       (5,698)      (26,858)
    Interest income                          14,710         3,457        21,830
    Other income                              1,500             -         1,500
                                        ------------  ------------  ------------
Net loss                                $  (653,863)  $  (331,439)  $(1,411,810)
                                        ============  ============  ============
Basic and diluted weighted average
    shares outstanding                   15,500,000    15,500,000
                                        ============  ============
Basic and diluted loss per common share $     (0.04)  $     (0.02)
                                        ============  ============

</TABLE>


















                 See accompanying notes to financial statements


                                       F-4

<PAGE>



                            NEWCOM INTERNATIONAL INC.
                             (A blank-check company)
                  Statements of Stockholders' Equity (Deficit)
  For the Period from Inception, September 12, 1996 through December 31, 1999,
                 For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>

                                                                      Deficit
                                                                    Accumulated
                                                        Additional     as a
                           Preferred      Common Stock    Paid-In   Blank-Check
                             Stock     Shares     Amount  Capital     Company      Total
                           --------- ----------  ------- ---------- ------------ ----------
<S>                        <C>        <C>        <C>     <C>        <C>          <C>
Initial capitalization             -  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 from Inception,
    September 12, 1996
    through
    December 31, 1999              -          -        -          -    (426,508)  (426,508)
                           --------- ---------- -------- ---------- ------------ ----------
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
Settlement of debts by
    stockholders                   -          -        -     57,111           -     57,111
Net loss                           -          -        -          -    (331,439)  (331,439)
                           --------- ---------- -------- ---------- ------------ ----------
Balances, at December 31,
    2001                           - 15,500,000 $ 15,500 $1,275,611 $(1,411,810) $(120,699)
                           ========= ========== ======== ========== ============ ==========


</TABLE>










                 See accompanying notes to financial statements.


                                       F-5

<PAGE>



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

                                                                           September 12,
                                                    For the Years Ended    1996 through
                                                        December 31,       December 31,
                                                      2000        2001         2001
                                                   ----------  ----------  ------------
<S>                                                <C>         <C>         <C>

CASH FLOWS FROM OPERATING
ACTIVITIES:
      Net loss                                     $(653,863)  $(331,439)  $(1,411,810)
Adjustment to reconcile net loss to net cash
used in operating activities:
    Impairment of notes receivable                     1,884     218,802       220,686
    Value of stock options granted below
      fair value                                           -           -       233,000
    Write-off of acquisition costs                   461,000           -       461,000
    Changes in operating assets and liabilities:
      Prepaid expenses                               (73,300)     90,965        (9,835)
      Accounts payable                               (12,137)     18,839       103,467
                                                   ----------  ----------  ------------
Net cash used in operating activities               (276,415)     (2,833)     (403,492)
                                                   ----------  ----------  ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
    Increase in notes receivable                      (5,786)     (3,457)     (481,243)
    Payments on notes receivable                     260,557           -       260,557
    Fees paid on fibre-optic cable network
    investment                                             -           -      (461,000)
    Redemption of certificate of deposit             465,000           -             -
                                                   ----------  ----------  ------------
Net cash provided (used) in investing activities     719,771      (3,457)     (681,686)
                                                   ----------  ----------  ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
    Initial capitalization                                 -           -        51,000
    Issuance of common stock                               -           -       950,000
    Payments of note payable                        (465,000)          -             -
    Advances from related party                        6,279       5,698        84,926
                                                   ----------  ----------  ------------
Net cash (used) provided by financing activities    (458,721)      5,698     1,085,926
                                                   ----------  ----------  ------------

   Net increase (decrease) in cash                   (15,366)       (592)          748
Cash, beginning of period                             16,706       1,340             -
                                                   ----------  ----------  ------------
Cash, end of period                                $   1,340   $     748   $       748
                                                   ==========  ==========  ============

Cash paid during the period for:
   Interest                                        $   2,247   $       -  $     16,046
Non-cash investing and financing activities:
    Settlement of debt by stockholders             $       -   $  57,111  $     57,111

</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. ("NewCom" or 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 accounting principles
generally accepted in the United States 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. Significant
estimates made by management during the periods presented relate to realization
of notes receivable and acquisition costs.

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.

For the years ended December 31, 2001 and 2000, 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 are anti-dilutive.



                                       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)

Acquisition Costs

NewCom accounts for costs incurred for its acquisitions as a portion of the
purchase price which is allocated to the fair value of the net assets acquired.
In the event an acquisition does not close, such costs are charged to
operations. 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. The acquisition was never completed, and
accordingly, NewCom charged operations for these costs in 2000.

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.

Disclosure about Segments of an Enterprise and Related Information

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," issued by the FASB in 1997. 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 December 31,
2001 and 2000, NewCom has no reportable operating segment.

Recent Accounting Standards

In June 2001, the Financial Accounting Standards Board finalized Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets. SFAS 141 requires the use of the
purchase method of accounting and prohibits the use of the pooling-of-interests
method of accounting for business combinations initiated after June 30, 2001.
SFAS 141 also requires that NewCom recognize acquired intangible assets apart
from goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001, and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142 that NewCom reclassify the carrying amounts
of intangible assets and goodwill based on the criteria in SFAS 141. In the
event NewCom acquires an operating company, which results in a change in control
of NewCom, the acquisition will be accounted for as a recapitalization of the
operating company, whereby, the assets and liabilities of NewCom will be
recorded at fair value, with no goodwill being attributable to NewCom, since
NewCom has no trade or business and has no intangible assets. The assets and
liabilities of the operating company, which subsequently maintains control of
NewCom, will be recorded at their historical bases.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that NewCom identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful

                                       F-8

<PAGE>


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


lives of other existing recognized intangible assets, and cease amortization of
intangible assets with an indefinite useful life. An intangible asset with an
indefinite useful life should be tested for impairment in accordance with the
guidance in SFAS 121. SFAS 142 is required to be applied in fiscal years
beginning after December 15, 2001, to all goodwill and other intangible assets
recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires management to complete a transitional goodwill
impairment test six months from the date of adoption. Management is also
required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142. Management believes the
adoption of SFAS 141 and SFAS 142 will have no material impact on NewCom's
financial position, results of operations or cash flows.

The FASB issued Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other type of disposal of
long-lived tangible assets arising from the acquisition, construction, or
development and/or normal operation of such assets. SFAS No. 143 is effective
for years beginning after June 15, 2002, with earlier application encouraged.
Management does not expect any impact from adopting this pronouncement on the
financial statements.

The FASB also recently issued Statement No. 144, "Accounting for the Impairment
or Disposal of Long- Lived Assets." Statement No. 144 supersedes Statement No.
121 to supply a single accounting approach for measuring impairment of
long-lived assets, including segment of a business accounted for as a
discontinued operation or those to be sold or disposed of other than by sale.
NewCom must adopt Statement No. 144 in 2002. Management does not expect any
impact from adopting this pronouncement on the financial statements.

Going Concern and Management's Plans

NewCom has a history of losses, 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 searching for additional sources of capital
and new operating opportunities. There are no assurances that management will be
successful. 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. No
adjustments have been made to the accompanying financial statements as a result
of this uncertainty.

Note 2.     Prepaid Expenses

In May 2000, NewCom paid NewBridge Capital Inc. ("NewBridge") $258,000, of which
$75,000 was for services rendered in preparation of its Form 10-SB and
amendments 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. During fiscal 2001, $90,965 of fees and expenses were recorded against
the prepaid expense. The balance at December 31, 2001 was $9,835. Management
expects services to be rendered by June 30, 2002.




                                       F-9

<PAGE>


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


Note 3.     Notes Receivable

In September 1999, NewCom entered into an agreement with an unaffiliated company
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.
("Oasis"). The issuer of the note subsequently filed for bankruptcy. NewCom
entered into an agreement with NewBridge in November 1999 to exchange the note
for $472,000 in receivables due from nine (9) unrelated corporations and four
(4) 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.
The Oasis shares subsequently became worthless. In November 2001, NewCom entered
into an agreement with NewBridge whereby NewBridge pledged as collateral for
these notes 500,000 shares of BioSecure Corp. ("BioSecure") (formerly Yes
Clothing Company) to satisfy its guarantee obligation. Management did not place
a value on such pledge since the pledge was not an absolute transfer of such
shares and the shares rapidly declined in value. NewBridge currently lacks
sufficient liquid assets to satisfy these notes. Management has evaluated the
realizability of these notes receivable and has written off $218,802 as an
impairment of such notes. Management intends to seek recovery of such amounts
from NewBridge when, and if, NewBridge has the ability to pay the obligation to
NewCom. There are no assurances that management will receive any of the amounts
due to NewCom.



                                      F-10

<PAGE>


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


The following table shows the activity of the notes receivable for the year
ended December 31, 2000:

<TABLE>
<CAPTION>

                                  Balance at                      Amounts  Balance at
                                   December   Payments  Interest  Written  December
            Due From               31, 1999   Received   Accrued    off    31, 2000
---------------------------------- --------  ----------  -------  -------  --------
<S>                                <C>       <C>         <C>      <C>      <C>
Casino Management of America, Inc. $174,650  $ (74,650)  $     -  $     -  $100,000
NuOasis Las Vegas, Inc.              47,552    (47,552)        -        -         -
NuOasis Laughlin, Inc.               39,085    (39,085)        -        -         -
ACI Asset Managment, Inc.            39,485    (39,485)        -        -         -
NuOasis Properties, Inc.             59,785    (59,785)        -        -         -
Cleopatra World, Inc.                 3,671          -         -        -     3,671
Yes Clothing Company                  3,088          -         -        -     3,088
Dragon King, Inc.                     1,992          -         -        -     1,992
F.G. Luke                            56,975          -     5,786        -    62,761
Other                                45,717          -         -   (1,884)   43,833
                                   --------  ----------  -------  --------  --------
    Totals                         $472,000  $(260,557)  $ 5,786  $(1,884)  $215,345
                                   ========  ==========  =======  ========  ========

</TABLE>

The following table shows the activity of the notes receivable for the year
ended December 31, 2001:


<TABLE>
<CAPTION>


                                  Balance at                        Net Balance
                                   December   Interest  Allowance   at December
           Due From                31, 2000   Accrued     Taken      31, 2001
---------------------------------- --------   -------  ----------  -----------
<S>                                <C>        <C>      <C>         <C>
Casino Management of America, Inc. $ 100,000  $     -  $(100,000)  $         -
Cleopatra World, Inc.                  3,671        -     (3,671)            -
Yes Clothing Company                   3,088        -     (3,088)            -
Dragon King, Inc.                      1,992        -     (1,992)            -
F.G. Luke                             62,761    3,457    (66,218)            -
Other                                 43,833        -    (43,833)            -
                                   ---------  -------  ----------  -----------
    Totals                         $ 215,345  $ 3,457  $(218,802)  $         -
                                   =========  =======  ==========  ===========

</TABLE>


                                      F-11

<PAGE>


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


Note 4.     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. Using the Black-Scholes model to value these options, assuming a
volatility of 50%, an expected life 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, 2001 (see Note 3).

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.

Note 5.     Stockholders' Deficit

Preferred Stock

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

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 NewCom's common stock was determined based on the 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.

See Note 4 for a discussion of stock options outstanding and exercisable as of
December 31, 2001.

Other Equity Transactions

As of December 31, 1999, NewCom was indebted to five (5) individuals and
entities for a total of $57,111 for services rendered. During 2001, an officer
and a major shareholder satisfied the liability with personal shares of NewCom's
common stock. The amount has been reflected in the accompanying financial
statements as a contribution of capital as of and for the year ended December
31, 2001.



                                      F-12

<PAGE>


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

Note 6.     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 August 13, 2002, and is due on demand. At December 31, 2001,
a total of $74,426, including interest was due.

Note 7.     Income Taxes

NewCom's net deferred tax assets at December 31, 2001, consist of net operating
loss carryforwards amounting to approximately $1,411,000 each for Federal and
State tax purposes which expire beginning 2016 through 2021 for Federal tax
purposes and 2001 through 2006 for State tax purposes. At December 31, 2001,
NewCom provided a 100% valuation allowance for deferred tax assets resulting
from these net operating loss carryforwards totaling approximately $480,000.
During the years ended December 31, 2001 and 2000, NewCom's valuation allowance
increased $116,000 and $219,000, 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.



                                      F-13
                                      

EXHIBIT 10.6 PLEDGE AGREEMENT TXT

exhibtit106.txt

                                      EXHIBIT 10.6  PLEDGE AGREEMENT OF COLLATERAL SHARES BETWEEN NEWBRIDGE CAPITAL
              AND NEWCOM


                          NewBridge Capital Inc.
                        4695 MacArthur Court, Suite 1450
                         Newport Beach, California 92660
               Telephone: (949) 833-2094 Facsimile: (949) 833-7854

                                November 19, 2001

NewCom International, Inc.
515 West Pender Street
Vancouver, British Columbia V6B 6H5


Gentlemen:

This letter will confirm our understanding and agreement (the "Agreement") by
NewBridge Capital Inc. ("NewBridge") to pledge as collateral Five Hundred
Thousand (500,000) shares of Yes Clothing Company, Inc. (the "Yes Shares") to
guarantee the promissory notes (the "Notes") issued by 8 corporations and 5
individuals as listed in Exhibit 1, (collectively, the "Noteholders") effective
today's date in the aggregate principal amount of $220,686 in accordance with
our discussion, as follows:

1.       Pledge of Collateral

         In consideration of NewBridge to collaterize the Notes issued to NewCom
         International, Inc., ("NewCom"), NewBridge hereby grants to NewCom a
         security interest in the Yes Shares, including all proceeds, derivative
         rights and accessions thereto (hereinafter referred to as the "Security
         Interest"). This Agreement and the Yes Shares hereby delivered shall
         secure the Notes to NewCom (collectively, the "Obligation").

2.       Warranties, Covenants and Agreements

         NewBridge and NewCom mutually and independently warrant, covenant,
         agree and acknowledge to each other that:

         A.       Purpose. The Yes Shares covered by this Agreement are pledged
                  by NewBridge solely to secure the Obligation to NewCom.

         B.       Third Party Claims. Until such time as the Noteholders have
                  satisfied the Obligation, NewBridge, at its cost and expense,
                  will protect and defend the Yes Shares against the claims and
                  demands of all other parties. Further, NewBridge will promptly
                  notify NewCom of any attempt to levy, distraint, lay claim,
                  disavow, repudiate or otherwise diminish the derivative
                  rights, or seize by legal process or otherwise of any part of
                  the Yes Shares, or of any threatened claims or proceedings
                  that might in any way affect or impair any of the terms of
                  this Agreement.





                                        1

<PAGE>



3.       Events of Default

         Any failure or neglect by the Noteholders to observe or perform any of
         the terms, provisions, promises, agreements or covenants of the Notes,
         including but not limited to the payment of any fees when due, and the
         continuance of such failure or neglect for three (3) business days
         following written notice thereof by NewCom, shall constitute and is
         hereby defined to be an "Event of Default."

4.       Pledgee's Remedies

         Following written notice as set forth in paragraph 3 above, upon the
         occurrence of any Event of Default hereunder, NewCom shall have the
         following rights and remedies:

         A.       Acceleration and Sale. NewCom may, at its option, declare all
                  or any part of the Obligation due under the Note immediately
                  due and payable. NewCom may, without further notice or demand
                  and without legal process, sell all or any part of the Yes
                  Shares at a public sale either with or without having such
                  securities at the place of sale, and with notice to NewBridge
                  as provided herein, and credit NewCom with $.55 for each share
                  of the Yes Shares sold.

         B.       All Remedies Available. NewCom may pursue any legal remedy
                  available to collect all sums due under the Note and to
                  enforce NewBridge's title in and right to possession and sale
                  of the Yes Shares.

5.       Miscellaneous Provisions

         A.       Authority. The officers of NewCom and NewBridge executing this
                  Agreement represent that they are duly authorized to do so and
                  they represent that the respective entities have taken all
                  action required by law or otherwise to properly allow such
                  signatory to execute this Agreement.

         B.       Notices. Any notice under this Agreement shall be deemed to
                  have been sufficiently given if sent by registered or
                  certified mail, postage prepaid, addressed as follows:

                  To NewCom:                NewCom International, Inc.
                                            515 West Pender Street
                                            Vancouver, British Columbia V6B 6H5
                                            Telephone:        (604) 681-5678
                                            Facsimile:        (604) 685-1553

                  To NewBridge:             NewBridge Capital Inc.
                                            4695 MacArthur Court, Suite #1450
                                            Newport Beach, CA 92660
                                            Telephone:        (949) 833-2094
                                            Facsimile:        (949) 833-7854





                                        2

<PAGE>



                  With copy to:             Weed & Co. LP
                                            4695 MacArthur Court, Suite 1450
                                            Newport Beach, California  92660
                                            Telephone:        (949) 475-9086
                                            Facsimile:        (949) 475-9087

                  or to any other address which may hereafter be designated by
                  either party by notice given in such manner. All notices shall
                  be deemed to have been given as of the date of receipt.

         C.       Entire Agreement. This Agreement sets forth the entire
                  understanding between the parties hereto and no other prior
                  written or oral statement or agreement shall be recognized or
                  enforced.

         D.       Severability. Whenever possible, each provision of this
                  Agreement shall be interpreted in such manner as to be
                  effective and valid under applicable law, but if any provision
                  of this Agreement shall be prohibited by or invalid under
                  applicable law, such provision shall be ineffective to the
                  extent of such prohibition or invalidity, without invalidating
                  the remainder of such provision or the remaining provisions of
                  this Agreement.

         E.       Assignment. None of the parties hereto may assign this
                  Agreement without the express written consent of the other
                  parties and any approved assignment shall be binding on and
                  inure to the benefit of such successor or, in the event of
                  death or incapacity, on assignor's heirs, executors,
                  administrators and successors.

         F.       Governing Law. This Agreement and the transaction evidenced
                  hereby shall be construed under the laws of the State of
                  California, County of Orange, as the same may from time to
                  time be in effect.

         G.       Attorney's Fees. If any legal action or other preceding
                  (non-exclusively including arbitration) is brought for the
                  enforcement of or to declare any right or obligation under
                  this Agreement or as a result of a breach, default or
                  misrepresentation in connection with any of the provisions of
                  this Agreement, or otherwise because of a dispute among the
                  parties hereto, the prevailing party will be entitled to
                  recover actual attorney's fees (including for appeals and
                  collection) and other expenses incurred in such action or
                  proceeding, in addition to any other relief to which such
                  party may be entitled.

         H.       No Third Party Beneficiary. Nothing in this Agreement,
                  expressed or implied, is intended to confer upon any person,
                  other than the parties hereto and their successors, any rights
                  or remedies under or by reason of this Agreement, unless this
                  Agreement specifically states such intent.

         I.       Further Assurances. At any time, and from time to time after
                  the execution of the Note, each party hereto will execute such
                  additional instruments and take such action as may be
                  reasonably requested by the other party to carry out the
                  intent and purposes of this Agreement.





                                        3

<PAGE>



         J.       Broker's or Finder's Fee; Expenses. NewBridge and NewCom each
                  warrant that they have not incurred any liability, contingent
                  or otherwise, for brokers' or finders' fees or commissions
                  relating to this Agreement for which the other party shall
                  have responsibility. Except as otherwise provided herein, all
                  fees, costs and expenses incurred by either party relating to
                  this Agreement shall be paid by the party incurring same.

         K.       Amendment or Waiver. Every right and remedy provided herein
                  shall be cumulative with every other right and remedy, whether
                  conferred herein, at law, or in equity, and may be enforced
                  concurrently herewith, and no waiver by any party of the
                  performance of any obligation by the other shall be construed
                  as a waiver of the same or any other default then,
                  theretofore, or thereafter occurring or existing. At any time
                  prior to the satisfaction of the Obligation, this Agreement
                  may be amended by a writing signed by all parties hereto.

         L.       Headings. The section and subsection headings in this
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         M.       Facsimile. It is understood and agreed that this Agreement may
                  be executed in any number of identical counterparts, each of
                  which may be deemed an original for all purposes. A facsimile,
                  telecopy or other reproduction of this instrument may be
                  executed by one or more parties hereto and such executed copy
                  may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen, and such execution
                  and delivery shall also be considered valid, binding and
                  effective for all purposes. At the request of any party
                  hereto, all parties agree to execute an original of this
                  instrument as well as any facsimile, telecopy or other
                  reproduction hereof.

         N.       Written Amendment Required. No modification, rescission,
                  waiver, release or amendment of any provision of this
                  Agreement shall be made except by a written agreement
                  subscribed by NewBridge and NewCom.

         O.       Full Force and Effect. This Agreement shall remain in full
                  force and effect until any and all of the Obligation pursuant
                  to the Note, and any extensions or renewals thereof, shall be
                  paid in full.

         P.       Successors and Assigns. NewBridge and NewCom as used herein
                  shall include the heirs, executors or administrators, or
                  successors or assigns of those parties. The provisions of this
                  Agreement shall apply to the parties according to the context
                  hereof and without regard to the number or gender of words and
                  expressions used herein.

         Q.       Financing Statements. A carbon, photographic or other
                  reproduced copy of this Agreement and/or any financing
                  statement relating hereto shall be sufficient for filing
                  and/or recording as a financing statement. Notwithstanding the
                  foregoing, NewBridge shall provide, shall execute and shall
                  cooperate with NewCom in the execution and filing of such
                  financing statements, documents and instruments as NewCom may
                  reasonably request in order for NewCom to perfect its security
                  interest and/or otherwise to carry out the purposes of this
                  Agreement.




                                        4

<PAGE>



                  NewBridge Capital Inc.


                  By:   /s/ Jon Lawver
                       -------------------------------------
                            Jon Lawver
                            Secretary


                  Approved, Accepted and Agreed
                  this 19th day of November, 2001

                  NewCom International Inc.


                  By: /s/ David Lo
                      -----------------------------------------
                          David Lo
                          President


                                        5

<PAGE>



                                    EXHIBIT 1
                                PROMISSORY NOTES


The following are the Noteholders and the amounts owed to NewCom as of September
30, 2001:
<TABLE>
<CAPTION>


                                           TYPE OF           BALANCE
               NOTEHOLDER                   ENTITY          @ 9/30/01
----------------------------------         -------          ---------
<S>                                          <C>            <C>
Casino Management of America, Inc.           Corp.          $ 100,000
Cleopatra's World Inc.                       Corp.              3,671
Yes Clothing Company                         Corp.              3,088
Other                                        Corp.              3,877
Fred G. Luke                                  Ind.             66,218
Jonathan Small                                Ind.              3,832
Jim Gordon                                    Ind.             20,000
Morris Gore                                   Ind.             20,000
                                                            ---------
       TOTALS                                               $ 220,686
                                                            =========

</TABLE>


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