Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001144204-03-004022 Act: 34 File No.: 000-30727 Film No.: 03806851
  • CIK: 0001058553
  • Submitted: 2003-07-29
  • Period of Report: 2003-07-28




                                    FORM 8-K

                                  UNITED STATES
                             Washington, D.C. 20549

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):                  July 28, 2003

                           NewCom International. Inc.
             (Exact name of registrant as specified in its charter.)

                    (State of incorporation or organization)

              0-30727                                   88-0320439
      -----------------------              ------------------------------------
      (Commission File Number)             (I.R.S. Employee Identification No.)

             24 Corporate Plaza, Suite 100 Newport Beach, California
                    (Address of principal executive offices)

                                   (Zip Code)

Registrant's telephone number, including area code:               (949)717-0630

          (Former name or former address, if changed since last report)


Item 1.  Changes in Control of Registrant


Item 2.  Acquisition or Disposition of Assets


Item 3.  Bankruptcy or Receivership


Item 4.  Changes in Registrant's Certifying Accountant

         On July 24, 2003, the firm of McKennon, Wilson & Morgan LLP
was dismissed as independent auditors of NewCom International, Inc. (the
"Company"). The accounting firm of Phol, McNabola, Berg & Company was engaged by
the Company to serve as the principal accountants to audit the Company's
financial statements.

         The audit reports of McKennon, Wilson & Morgan LLP for either of the
the years ended December 31, 2000 and 2001 did not contain an adverse opinion
nor a disclaimer of opinion, and were not qualified or modified as to audit
scope or accounting principles. However, the audit reports of McKennon, Wilson &
Morgan LLP for were qualified or modified as to uncertainty as follows:

         "The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred operating losses, and it has
excess current liabilities over current assets, as well as a shareholders'
deficit. These conditions raise substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty."

         In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 2000 and 2001, and in the
subsequent periods preceding the release of McKennon, Wilson & Morgan LLP, there
were no disagreements on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of McKennon, Wilson & Morgan LLP, would have caused
McKennon, Wilson & Morgan LLP to make references to such matters in their


         The Company has requested McKennon, Wilson & Morgan to furnish a letter
addressed to the Securities and Exchange Commission whether it agrees with the
statements set forth above in this Item 4. A copy of such letter, dated July 28,
2003, is filed herewith as Exhibit 16.1.

Item 5.  Other Events

Item 6.  Resignation of Registrant's Directors


Item 7.  Financial Statements and Exhibits


Item 8.  Change in Registrant's Fiscal Year


Item 9. Exhibits




         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                NewCom International, Inc.

Dated: July 28, 2003                            By: /s/s Walter Grieves
                                                    Name:  Walter Grieves
                                                    Title: President


EX-16.1 TXT



Exhibit 16.1

July 28, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Commission File No. 333-3074

Ladies and Gentlemen:

We have read Item 4 of Newcom International, Inc. Form 8-K dated July 28, 2003,
and are in agreement with the statements in Item 4 contained therein.

Very truly yours,

/s/ McKennon, Wilson & Morgan LLP

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