Form 10KSB NEWCOM INTERNATIONAL INC

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

What is Form 10KSB?
  • Accession No.: 0001144204-03-006455 Act: 34 File No.: 000-30727 Film No.: 03954940
  • CIK: 0001058553
  • Submitted: 2003-10-24
  • Period of Report: 2002-12-31

10KSB TXT

form10ksb.txt

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

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

           For the transition period from ___________ to _____________


                        Commission File Number 000-30727

                           NEWCOM INTERNATIONAL, INC.
           (Name of small business issuer as specified in its charter)

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

                      2102 Business Center Drive, Suite 130
                                Irvine, CA 92612
          (Address of principal executive offices, including zip code)

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

                               -------------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days.
Yes [ ] No [X]

         Check  if  disclosure  of  delinquent  filers  pursuant  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for the most recent fiscal year were $-0-.

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of the  registrant  was  approximately  $465,000  as of
October 10, 2003. No shares of common stock are held by any officer or director,
and no person or group owns 10% or more of the outstanding common stock,

         As of October  23,  2003,  15,500,000  shares of our common  stock were
issued and outstanding.

         Documents Incorporated by Reference:      None.

         Transitional Small Business Disclosure Format:  No.



<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 NewCom

         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.

         Management  of NewCom  continues  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. The Advisory Agreement was terminated in July 2002.

         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,  expired on
August 13, 2002 and is due on demand. As of December 31, 2002, this note had not
been  repaid and has accrued  interest  in the amount of  $17,676.  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.



                                       2
<PAGE>

         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 stockholders;  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. 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.

         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.  A finder's fee to be
paid  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.

         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  stockholders'
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 capital stock in excess of par value without the
consent of the stockholders. 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
stockholder  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.



                                       3
<PAGE>

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

         Because to date, NewCom has identified only a few potential acquisition
or merger candidates,  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.

Employees

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




                                       4
<PAGE>

                         Cautionary Statement Concerning
                           Forward-Looking Information

         This  annual  report  and the  documents  to  which  we  refer  you and
incorporate  into  this  annual  report  by  reference  contain  forward-looking
statements. In addition, from time to time, we, or our representatives, may make
forward-looking  statements  orally or in  writing.  These are  statements  that
relate to future periods and include statements  regarding our future strategic,
operational  and  financial  plans,  potential   acquisitions,   anticipated  or
projected  revenues,  expenses and  operational  growth,  markets and  potential
customers for our products and services,  plans related to sales  strategies and
efforts,  the anticipated benefits of our relationships with strategic partners,
growth of our competition,  our ability to compete,  the adequacy of our current
facilities and our ability to obtain  additional  space, use of future earnings,
and the feature, benefits and performance of our current and future products and
services.

         You can  identify  forward-looking  statements  by  those  that are not
historical in nature,  particularly  those that use  terminology  such as "may,"
"will,"  "should,"  "expects,"   "anticipates,"   "contemplates,"   "estimates,"
"believes," "plans," "projected,"  "predicts," "potential," "seek" or "continue"
or the negative of these or similar terms. In evaluating  these  forward-looking
statements,  you should consider various  factors,  including those described in
this annual report under the heading "Risk Factors." These and other factors may
cause  our  actual  results  to  differ  materially  from  any   forward-looking
statement.  We caution you not to place undue reliance on these  forward-looking
statements.

         We  base  these  forward-looking  statements  on our  expectations  and
projections about future events, which we derive from the information  currently
available to us. Such forward-looking  statements relate to future events or our
future  performance.   Forward-looking  statements  are  only  predictions.  The
forward-looking  events discussed in this annual report,  the documents to which
we  refer  you  and  other  statements  made  from  time  to  time  by us or our
representatives,  may not  occur,  and  actual  events  and  results  may differ
materially and are subject to risks, uncertainties and assumptions about us. For
these statements,  we claim the protection of the "bespeaks  caution"  doctrine.
The  forward-looking  statements  speak  only  as of  the  date  hereof,  and we
expressly  disclaim  any  obligation  to  publicly  release  the  results of any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this filing.






                                       5
<PAGE>

Item 2.   PROPERTIES

         Although NewCom does not own or control any material  property,  NewCom
will  maintain its business  address at 2102 Business  Center Drive,  Suite 130,
Irvine, California, 92612.

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.

         None.

                                     PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 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.


2001                       High Bid                     Low Bid
---------------------------------------------------------------
First quarter               $   0.94                   $    0.15
Second quarter                  0.11                        0.05
Third quarter                   0.05                        0.02
Fourth quarter                  0.02                        0.02

2002                       High Bid                     Low Bid
---------------------------------------------------------------
First quarter               $   0.02                   $    0.02
Second quarter                  0.05                        0.02
Third quarter                   0.03                        0.02
Fourth quarter                  0.01                          --

         As of October 10, 2003,  there were  approximately 36 record holders of
our common stock.

         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.

         We have not paid any cash  dividends  since  our  inception  and do not
contemplate  paying dividends in the foreseeable  future. It is anticipated that
earnings, if any, will be retained for the operation of our business.

         Shares  eligible for future sale could  depress the price of our common
stock, thus lowering the value of your investment.  Sales of substantial amounts
of our common  stock,  or the  perception  that such sales  could  occur,  could
adversely affect prevailing market prices for shares of our common stock.

         Our  operating  results may  fluctuate  significantly  from  quarter to
quarter, which can lead to significant volatility in the price and volume of our
stock.  In addition,  stock  markets have  experienced  extreme price and volume
volatility in recent years. This volatility has had a substantial  effect on the
market  prices of  securities  of many  smaller  public  companies  for  reasons
unrelated  or  disproportionate  to the  operating  performance  of the specific
companies. These broad market fluctuations may adversely affect the market price
of our common stock.



                                       6
<PAGE>

         Securities Authorized for Issuance Under Equity Compensation Plans. The
following  provides  information  concerning  compensation plans under which our
equity securities are authorized for issuance as of December 31, 2002:

<TABLE>
<CAPTION>
                                                (a)                        (b)                         (c)
------------------------------------    ---------------------    ----------------------     ------------------------
Plan Category                                Number of             Weighted-average          Number of securities
                                          securities to be         exercise price of          remaining available
                                            issued upon          outstanding options,         for future issuance
                                            exercise of           warrants and rights            under equity
                                            outstanding                                       compensation plans
                                         options, warrants                                   (excluding securities
                                             and rights                                       reflected in column
                                                                                                     (a))
------------------------------------    ---------------------    ----------------------     ------------------------
<S>                                     <C>                      <C>                        <C>
Equity compensation plans approved                   --                      $--                          --
by security holders
Equity compensation plans not                 3,750,000                    $0.18                  13,250,000
approved by security holders (1)
Total                                         3,750,000                    $0.18                  13,250,000
</TABLE>

(1)      Stock  Compensation Plan. Our board of directors adopted our 2002 Stock
         Compensation  Plan on July 1,  2002.  The  purpose  of the  plan was to
         advance  the best  interests  of NewCom  by  providing  its  employees,
         directors,  and other persons  associated  with NewCom with  additional
         incentive and by increasing their  proprietary  interest in the success
         of NewCom.  The plan also encourages  those employees to maintain their
         relationship with us.

         We may make grants of stock or stock options under the plan.  The total
         number of shares of the Company  available  for grants of stock options
         or stock is  17,000,000.  This amount is subject to  adjustment  in the
         event   of   a    merger,    consolidation,    other    reorganization,
         recapitalization,   reclassification,   combination  of  shares,  stock
         split-up,  or stock dividend;  however,  the amount of shares available
         under the plan is not subject to  adjustment  in the event of a reverse
         stock split,  i.e. a reverse  stock split by NewCom shall not affect or
         result in any  reduction in the number of plan shares  remaining in the
         Plan at the effective time of such reverse stock split.

         The plan is administered by our board of directors, and if established,
         a  compensation  committee  of the  board of  directors.  The board (or
         committee)  has the power and  authority  to grant  stock  options  and
         common  stock,  determine  who will be granted stock options and common
         stock and the time or times  those  selected  persons  will be  granted
         stock or may exercise all or any part of their stock options. The board
         (or committee) also determines the number of shares to be granted or to
         be subject to each option,  the purchase  price of the shares of common
         stock  covered by each  option and the method of payment of such price.
         The  board  (or  committee)  also has the  authority  to  construe  and
         interpret the plan,  establish rules and  regulations,  and perform all
         other acts, including the delegation of administrative responsibilities
         it believes reasonable and proper.




                                       7
<PAGE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

General

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.  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,  Nuven was granted an option to purchase 500,000 shares at
an exercise  price of $0.50 per share.  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,  and the Advisory  Agreement was terminated in
July,  2002;  however,  as of the  date  of  this  report,  the  option  remains
outstanding.

         In July 2002, NewCom retained Walter Grieves as its new chief executive
officer and a director.  In 2002,  NewCom also retained  various  consultants to
provide    business-consulting    services,    develop   enhanced    stockholder
communications systems, corporate imaging,  renegotiate outstanding liabilities,
and provide accounting and financial services.

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.  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  of  these  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 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 less than $0.01 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.

         Since  NewCom  wrote  off  these  receivables,   it  has  financed  its
activities  through  advances made by a related party.  NewCom's chief executive
officer has relied on commitments of cash and stock  compensation  as a means to
attract necessary  consultants to ensure that NewCom's operations continue,  and
provide for  necessary  accounting  and legal  services in an effort to make its
filings with the  Securities  and  Exchange  Commission.  In  addition,  certain
communication,  proxy,  debt  resolution and corporate  image services have been
retained in an effort to attract business  opportunities.  Management expects it
will be necessary  for NewCom to borrow funds or



                                       8
<PAGE>

raise funds through an 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 that 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.

         NewCom has no  material  commitments  for capital  expenditures  and no
commitments for additional equity or debt financing.

Critical Accounting Policies

         Accounting  principles generally accepted in the United States ("GAAP")
requires  the  use  of  estimates,   assumptions,   judgments   and   subjective
interpretations  of  accounting  principles  that have an impact on the  assets,
liabilities,  and expense amounts reported.  We believe our use of estimates and
underlying  accounting  assumptions  adhere  to GAAP  and are  consistently  and
conservatively  applied. We base our estimates on limited historical  experience
and on various  other  assumptions  that we believe to be  reasonable  under the
circumstances.  Actual results may differ  materially from these estimates under
different  assumptions or conditions.  Significant  estimates made relate to the
recoverability of the notes receivable. NewCom provided a full allowance for our
receivables in the amount of approximately $218,000. NewCom management is unsure
if any amounts will be recovered in the near future.

         Management must make estimates of valuations of common stock and common
stock purchase options, using Black-Scholes valuation model. Valuations could be
significantly different using other valuation techniques.

Reverse Acquisition Accounting

         In the event NewCom  acquires an  operating  company,  which  generally
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.





                                       9
<PAGE>

Item 7.  FINANCIAL STATEMENTS

         Our financial  statements  and related notes are contained on pages F-1
to F-16 of this report.

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

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

         The audit  reports of  McKennon,  Wilson & Morgan LLP for either of 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
reports.

PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Executive Officer and Directors

         Our executive  officers and directors,  the positions held by them, and
their ages are as follows:

     Name               Age     Position
     ----               ---     --------
Walter Grieves          30      Chairman  of  the  Board  of  Directors,
                                President  and  Chief Executive Officer

         Walter Grieves is the Chairman of the Board and our President and Chief
Executive Officer.  Mr. Grieves received a Bachelor's degree from the University
of   California   Berkeley  in  1997.   He  then  went  to  work  for   Research
Magazine/Multex,  Inc.  as  Sales  Director  for  ADR's.  His  clients  included
Citibank,  Bank of New York, J.P. Morgan, and Daimler Benz. In 1999, Mr. Grieves
passed the  Securities  Licensing  Exam and went to work for Morgan Stanley Dean
Witter in Wailuku Maui. In 2000,  Mr. Grieves went to work for PCH Securities in
San Diego as an  Institutional  Equity  Trader.  From 2001  until  present,  Mr.
Grieves  served  as a  consultant,  officer,  and  director  to  several  public
companies.  Many of these  companies  were on the  verge of  bankruptcy  and his
efforts  were in a  restructuring  capacity.  Companies  he worked for  included
Airtech International Group Inc. and U.S. West Homes, Inc.





                                       10
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our directors,  executive officers,  and stockholders holding more than
10% of our  outstanding  common stock,  to file with the Securities and Exchange
Commission  initial  reports of ownership  and reports of changes in  beneficial
ownership   of   our   common   stock.   Executive   officers,   directors   and
greater-than-10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file. To our knowledge, based solely on
review of the  copies  of such  reports  furnished  to us for the  period  ended
December  31,  2002,  no  Section  16(a)  reports  required  to be  filed by our
executive officers, directors and greater-than-10%  stockholders were filed on a
timely basis.


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth the cash  compensation paid to the Chief
Executive  Officer and to all other  executive  officers for  services  rendered
during the fiscal years ended December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>
                                       Annual Compensation (1)                     Long-Term Compensation
                         --------------------------------------------------------------------------------------
                                                                                               Common Shares        All
                                                                               Restricted       Underlying         Other
                                                              Other Annual        Stock       Options Granted     Compen
   Name and Position       Year     Salary         Bonus      Compensation     Awards ($)       (# Shares)        -sation
----------------------------------------------   ------------------------------------------- ------------------ ------------
<S>                        <C>      <C>              <C>            <C>             <C>                              <C>
Walter Grieves             2002     $27,000         -0-             $18,000        -0-                 --           -0-
Chairman, President and    2001       -0-           -0-            -0-             -0-                -0-           -0-
Chief Executive Officer    2000       -0-           -0-            -0-             -0-                -0-           -0-

David Lo                   2002       -0-           -0-            -0-             -0-                 --           -0-
Former President and       2001       -0-           -0-            -0-             -0-                -0-           -0-
Chief Executive Officer    2000       -0-           -0-            -0-             -0-                -0-           -0-
</TABLE>


(1)      Mr. Grieves  receives an annual salary of $54,000 and receives  $36,000
         as a Director's Fee. All amounts have been accrued.

Option Grants and Exercises


         The following  tables  summarize option grants and exercises during the
fiscal  year ended  December  31, 2002 to or by each of the  executive  officers
named in the Summary  Compensation  Table above,  and the  potential  realizable
value of the options held by such persons at December 31, 2002.

<TABLE>
<CAPTION>
                                                            Option/SAR Grants in 2002 Fiscal Year
                                                                      Individual Grants
                                  ------------------------------------------------------------------------------------------
                                       Number of
                                      Securities
                                      Underlying        % of Total Options/SARs       Exercise or
                                     Options/SARs       Granted to Employees in       Base Price
              Name                    Granted (#)             Fiscal Year               ($/sh)           Expiration Date
------------------------------------------------------ ----------------------------------------------- ---------------------
<S>                             <C>                    <C>                            <C>               <C>
Walter Grieves                               --                    --                     --                    --
Chairman, President and
Chief Executive Officer

David Lo                                     --                    --                     --                    --
Former President and
Chief Executive Officer
</TABLE>


                                       11
<PAGE>

         The following table  summarizes the value of in-the-money  options held
at December 31, 2002 by our Chief  Executive  Officer and each of the  executive
officers named in the Summary Compensation Table on page _.



<TABLE>
<CAPTION>
                                                     Aggregated Option/SAR Exercises in 2002 Fiscal Year
                                                                And FY-End Option SAR Values
                                  ------------------------------------------------------------------------------------------
                                                                                       Number of
                                                                                      Securities             Value of
                                                                                      Underlying           Unexercised
                                                                                      Unexercised          In-the-Money
                                        Shares                                       Options/SARs          Options/SARs
                                       Acquired                                      at FY-End (#)       at FY-End ($)(1)
                                          on                     Value               Exercisable/          Exercisable/
              Name                   Exercise (#)             Realized (#)           Unexercisable        Unexercisable
------------------------------------------------------ ----------------------------------------------- ---------------------
<S>                                 <C>
Walter Grieves                               --                    --                     --                    --
Chairman, President and
Chief Executive Officer

David Lo                                     --                    --                     --                    --
Former President and
Chief Executive Officer
</TABLE>



                                       12
<PAGE>


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

         Beneficial  ownership is determined  in  accordance  with the rules and
regulations  of the SEC.  The number of shares and the  percentage  beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately  exercisable or exercisable  within
60 days from  October  23,  2003,  and the number of shares  and the  percentage
beneficially  owned by all officers and  directors  as a group  includes  shares
subject  to  options  held by all  officers  and  directors  as a group that are
immediately exercisable or exercisable within October 23, 2003.

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.  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,  Nuven was granted an option to purchase 500,000 shares at
an exercise  price of $0.50 per share.  The Advisory  Agreement  was assigned to
NewBridge in April 2000.  The Advisory  Agreement  was  terminated in July 2002.
Other than the  Advisory  Agreement  and the  option,  there is no  relationship
between  NewCom and either NuVen or NewBridge;  however,  NuVen is the holder of
notes issued by certain stockholders of NewCom in the aggregate principal amount
of $950,000.

         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.
500,000 shares of common stock of Oasis Resorts International,  Inc. secured the
note. 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 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.

         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 the years  ended  December  31,  2001 and 2002,
respectively  $91,000 and $9,800 of fees and expenses were recorded  against the
prepaid expenses and charged to operations.

         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, expired on August 13, 2002, and is due on
demand.  At December  31,  2002,  the amount due,  together  with  interest  was
$80,125.


                                       13
<PAGE>


Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

Exhibit No.   Description
-----------   -----------

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

3.1(b)        Certificate of Amendment to Articles of  Incorporation  for Nevada
              Profit Corporations Phileo Management Company (1)

3.1(c)        Certificate  of Amendment to Articles of  Incorporation  of NewCom
              International, Inc. (1)

3.2           By-laws. (1)

4.1           Form of Common Stock Certificate. (1)

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

10.2          Share Exchange Agreement. (1)

10.3          Fee Agreement for Introduction Services. (1)

10.4          Exchange Agreement. (1)

10.5          Note Purchase Agreement. (1)

10.6          Pledge Agreement of collateral  shares between  NewBridge  Capital
              and NewCom.

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

99.2          Certification of Walter Grieves pursuant to 18 U.S.C Section 1350,
              as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
              2002

99.3          Certification of Walter Grieves pursuant to 18 U.S.C Section 1350,
              as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
              2002


(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.

(b)      Reports on Form 8-K

         None.



                                       14
<PAGE>


Item 14. CONTROLS AND PROCEDURES.

         Our  disclosure  controls  and  procedures  are designed to ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange Commission. Our Chief Executive Officer and the Chief Financial Officer
have reviewed the effectiveness of our "disclosure  controls and procedures" (as
defined in the  Securities  Exchange Act of 1934 Rules  13a-14(c) and 15d-14(c))
within the last ninety days and have concluded that the disclosure  controls and
procedures  are  effective  to ensure  that  material  information  relating  to
Excalibur and its consolidated subsidiaries is recorded, processed,  summarized,
and  reported  in a timely  manner.  There  were no  significant  changes in our
internal  controls or in other  factors  that could  significantly  affect these
controls  subsequent to the last day they were evaluated by our Chief  Executive
Officer and Chief Financial Officer.





                                       15
<PAGE>


                                   Signatures

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     NEWCOM INTERNATIONAL, INC.


                                     By:/s/ Walter Grieves
                                        --------------------------------
                                        Walter Grieves, Chairman,
                                        President and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.


Signatures                      Title                                 Date
----------                      -----                                 ----

/s/ Walter Grieves       Chairman of the Board, President,      October 23, 2003
-----------------------  Chief Executive Officer
Walter Grieves



                                       16
<PAGE>

                                  CERTIFICATION

I, Walter Grieves, certify the following:

1.       I  have   reviewed   this  annual  report  on  Form  10-KSB  of  NewCom
         International, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of NewCom  International,  Inc. as of, and for,  the periods
         presented in this annual report;

4.       NewCom  International,  Inc.'s  other  certifying  officer  and  I  are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for
         NewCom International, Inc. and we have done the following:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that material  information  relating to NewCom  International,
                  Inc.  is  made  known  to us by  others  within  the  Company,
                  particularly  during the period in which this annual report is
                  being prepared;

         b.       evaluated the  effectiveness of NewCom  International,  Inc.'s
                  disclosure controls and procedures as of a date within 90 days
                  prior  to  the  filing  date  of  this   annual   report  (the
                  "Evaluation Date"); and

         c.       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       NewCom  International,  Inc.'s  other  certifying  officer  and I  have
         disclosed,   based   on  our  most   recent   evaluation,   to   NewCom
         International,  Inc.'s  auditors  and the  audit  committee  of  NewCom
         International  Inc.'s board of  directors  (or persons  performing  the
         equivalent functions):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls  which  could   adversely   affect  NewCom
                  International,  Inc.'s ability to record,  process,  summarize
                  and  report  financial  data and have  identified  for  NewCom
                  International,  Inc.'s  auditors  any material  weaknesses  in
                  internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or other  employees  who  have a  significant  role in  NewCom
                  International, Inc.'s internal controls; and

6.       NewCom  International,  Inc.'s  other  certifying  officer  and I  have
         indicated in this annual report  whether or not there were  significant
         changes  in  internal   controls  or  in  other   factors   that  could
         significantly  affect internal  controls  subsequent to the date of our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.



October 23, 2003                        /s/ Walter Grieves
                                        ------------------------------------
                                        Walter Grieves
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)





                                       17
<PAGE>

                                  CERTIFICATION

I, Walter Grieves. Flemming, certify the following:

1.       I  have   reviewed   this  annual  report  on  Form  10-KSB  of  NewCom
         International, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of NewCom  International,  Inc. as of, and for,  the periods
         presented in this annual report;

4.       NewCom  International,  Inc.'s  other  certifying  officer  and  I  are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for
         NewCom International, Inc. and we have done the following:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that material  information  relating to NewCom  International,
                  Inc.  is  made  known  to us by  others  within  the  Company,
                  particularly  during the period in which this annual report is
                  being prepared;

         b.       evaluated the  effectiveness of NewCom  International,  Inc.'s
                  disclosure controls and procedures as of a date within 90 days
                  prior  to  the  filing  date  of  this   annual   report  (the
                  "Evaluation Date"); and

         c.       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       NewCom  International,  Inc.'s  other  certifying  officer  and I  have
         disclosed,   based   on  our  most   recent   evaluation,   to   NewCom
         International,  Inc.'s  auditors  and the  audit  committee  of  NewCom
         International  Inc.'s board of  directors  (or persons  performing  the
         equivalent functions):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls  which  could   adversely   affect  NewCom
                  International,  Inc.'s ability to record,  process,  summarize
                  and  report  financial  data and have  identified  for  NewCom
                  International,  Inc.'s  auditors  any material  weaknesses  in
                  internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or other  employees  who  have a  significant  role in  NewCom
                  International, Inc.'s internal controls; and

6.       NewCom  International,  Inc.'s  other  certifying  officer  and I  have
         indicated in this annual report  whether or not there were  significant
         changes  in  internal   controls  or  in  other   factors   that  could
         significantly  affect internal  controls  subsequent to the date of our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.



October 23, 2003

                                        /s/ Walter Grieves
                                        ---------------------------------------
                                        Walter Grieves
                                        President and Chief Executive Officer
                                        (Principal Financial Officer)




                                       18

<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2002


<PAGE>



                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2002



                                 C O N T E N T S



                                                                        Page
                                                                        ----

Independent Auditors' Report..........................................F-1 - F-2

Balance Sheets..............................................................F-3

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

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

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

Notes to the Financial Statements....................................F-7 - F-16


<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,  2002,  and the  related
statements of operations, stockholders' deficit and cash flows for the year then
ended. These financial statements are the responsibility of NewCom's management.
Our responsibility is to express an opinion on these financial  statements based
on our audit. Other auditors,  whose report,  dated June 21, 2002,  expressed an
opinion on these  financial  statements,  audited the  financial  statements  of
NewCom for the period from inception on September 12, 1996 through  December 31,
2001.  The financial  statements  for the period from inception on September 12,
1996 through  December 31, 2002  reflect a loss of  $1,668,716  of the total net
loss from inception.  The other  auditors'  report has been furnished to us, and
our  opinion,  insofar  as it  relates to the  amounts  included  for such prior
periods, is based solely on the report of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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 audit  provides 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, 2002,
and the results of its operations and its cash flows for the year then ended, 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  financial
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.



Pohl, McNabola, Berg & Co., LLP
Orange, California
September 29, 2003



                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying statement of operations,  stockholders' deficit
and cash flows of NewCom  International  Inc., a blank-check company ("NewCom"),
for the year  ended  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 audit. Our report dated June
21, 2002, expressed an opinion on these financial statements, and for the period
from  inception on September 12, 1996 through  December 31, 2001.  The financial
statements for the period from inception on September 12, 1996 through  December
31, 2001 reflect a loss of $1,411,810 of the total net loss from inception.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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 audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements for NewCom  referred to above present
fairly,  in all material  respects,  the results of its  operations and its cash
flows for the year ended  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  financial
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
                        AS OF DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                       December 31,         December 31,
                                                                           2002                 2001
                                                                       -----------          -----------
                                   ASSETS
Current assets:
<S>                                                                    <C>                  <C>
   Cash                                                                $        24          $       748
   Prepaid expenses                                                             --                9,835
                                                                       -----------          -----------
     Total current assets                                                       24               10,583
                                                                       -----------          -----------
Notes receivable, net of allowance of $218,802 (Note 3)                         --                   --
                                                                       -----------          -----------

       Total Assets                                                    $        24          $    10,583
                                                                       ===========          ===========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                    $    75,206          $    56,856
   Accrued expenses                                                        154,978               11,978
   Note payable to related party (Note 6)                                   62,448               62,448
                                                                       -----------          -----------

     Total current liabilities                                             292,632              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 and
     15,500,000 shares issued and outstanding in 2002 and 2001              15,500               15,500
   Additional paid-in capital                                            1,360,608            1,275,611
   Deficit accumulated as a blank-check company                         (1,668,716)          (1,411,810)
                                                                       -----------          -----------
       Total stockholders' deficit                                        (292,608)            (120,699)
                                                                       -----------          -----------

         Total Liabilities and Stockholders' Deficit                   $        24          $    10,583
                                                                       ===========          ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.



                                      F-3
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                            STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
               FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1996)
                            THROUGH DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                                                        from Inception,
                                                                    For the Years Ended                  September 12,
                                                                       December 31,                      1996 through
                                                              ----------------------------------          December 31,
                                                                  2002                  2001                  2002
                                                              ------------          ------------          ------------
Operating expenses:
<S>                                                           <C>                   <C>                   <C>
   Management and consulting fees                             $     98,997          $     42,000          $    552,497
   General and administrative expenses                             146,689                68,396               419,785
   Impairment of notes receivable                                       --               218,802               220,686
   Impairment of acquisition costs                                      --                    --               461,000
                                                              ------------          ------------          ------------

      Total operating expenses                                     245,686               329,198             1,653,968
                                                              ------------          ------------          ------------

Operating loss                                                    (245,686)             (329,198)           (1,653,968)
                                                              ------------          ------------          ------------

Other income (expense):
   Interest expense                                                 (5,620)               (5,698)              (32,478)
   Interest income                                                      --                 3,457                21,830
   Other income                                                         --                    --                 1,500
                                                              ------------          ------------          ------------

Income before provision for income taxes                          (251,306)             (331,439)           (1,663,116)

   Provision for income taxes                                       (5,600)                   --                (5,600)
                                                              ------------          ------------          ------------
         Net loss                                             $   (256,906)         $   (331,439)         $ (1,668,716)
                                                              ============          ============          ============

Basic and diluted weighted average shares outstanding           15,500,000            15,500,000
                                                              ============          ============

Basic and diluted loss per common share                       $      (0.02)         $      (0.02)
                                                              ============          ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.




                                      F-4
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
               FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1996)
                            THROUGH DECEMBER 31, 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>
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, 2000                 -            --            --            --    (1,080,371)    (1,080,371)

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)
                                           ========    ==========   ===========   ===========   ===========    ===========

Compensation expense on options granted           -            --            --        84,997            --         84,997

Net loss                                          -            --            --            --      (256,906)      (256,906)
                                           --------    ----------   -----------   -----------   -----------    -----------

Balances, at December 31, 2002                    -    15,500,000   $    15,500   $ 1,360,608   $(1,668,716)   $  (292,608)
                                           ========    ==========   ===========   ===========   ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                            STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
               FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1996)
                            THROUGH DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                                          September 12,
                                                                        For the Years Ended               1996 through
                                                                           December 31,                    December 31,
                                                                 --------------------------------          -----------
                                                                     2002                 2001                 2002
                                                                 -----------          -----------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                  <C>                  <C>
    Net loss                                                     $  (256,906)         $  (331,439)         $(1,668,716)
Adjustment to reconcile net loss to net cash
  used in operating activities:
    Impairment of notes receivable                                        --              218,802              220,686
    Compensation expense on stock options granted to
    consultants                                                       84,997                   --              317,997
    Write-off of acquisition costs                                        --                   --              461,000
    Changes in operating assets and liabilities:
      Prepaid expenses                                                 9,835               90,965                   --
      Accrued expenses                                               143,000                5,698              165,478
      Accounts payable                                                18,350               18,839              121,817
                                                                 -----------          -----------          -----------

        Net cash used in operating activities                           (724)               2,865             (381,738)
                                                                 -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in notes receivable                                          --               (3,457)            (481,243)
    Payments on notes receivable                                          --                   --              260,557
    Fees paid on fibre-optic cable network
      investment                                                          --                   --             (461,000)
                                                                 -----------          -----------          -----------

        Net cash provided (used) in investing activities                  --               (3,457)            (681,686)
                                                                 -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Initial capitalization                                                --                   --               51,000
    Issuance of common stock                                              --                   --              950,000

    Advances from related party                                           --                   --               62,448
                                                                 -----------          -----------          -----------

        Net cash (used) provided by financing activities                  --                   --            1,063,448
                                                                 -----------          -----------          -----------

           Net increase (decrease) in cash                              (724)                (592)                  24

Cash, beginning of period                                                748                1,340                   --
                                                                 -----------          -----------          -----------

Cash, end of period                                              $        24          $       748          $        24
                                                                 ===========          ===========          ===========


Cash paid during the period for:
  Taxes                                                          $        --          $        --          $        --
                                                                 ===========          ===========          ===========
                                                                 $        --          $        --          $    16,046
  Interest
                                                                 ===========          ===========          ===========

Non-cash investing and financing activities:
  Settlement of debt by stockholders                             $        --          $    57,111          $    57,111
                                                                 ===========          ===========          ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.




                                      F-6
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.       History and Summary of Significant Accounting Policies

History

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 Philio  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 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.


Significant Accounting Policies

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, 2002 and 2002,  there is no difference  between
basic and diluted loss per common share since the effects of outstanding options
and warrants to purchase shares of common stock are anti-dilutive.



                                      F-7
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


1.       History and Summary of Significant Accounting Policies (continued)

Acquisition Costs

NewCom  accounts for direct costs incurred for its  acquisitions as a portion of
the  purchase  price or as an expense in the event the  acquisition  is deemed a
reverse acquisition.  Prior to close, amounts are capitalized until the close of
the  acquisition.  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 2001.


Income Taxes

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


Recent Accounting Standards

In June 2002, 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, 2002.
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,  2002,  and for
purchase  business  combinations  completed  on or after July 1,  2002.  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  gains  control of
NewCom, will be recorded on a historical cost basis.

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  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 currently is not  applicable
to NewCom.



                                      F-8
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.       History and Summary of Significant Accounting Policies (continued)

Recent Accounting Standards (continued)

SFAS 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.  SFAS 143 currently is not
applicable to NewCom.

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.
SFAS 144 currently is not applicable to NewCom.

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
145,  "Rescission  of FASB  Statements  No.  4, 44,  and 64,  Amendment  of FASB
Statement No. 13 and Technical  Corrections"  ("SFAS No. 145").  This  statement
eliminates  the  requirement to report gains and losses from  extinguishment  of
debt as extraordinary  unless they meet the criteria of APB Opinion 30. SFAS No.
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic  effects  that are similar to  sale-leaseback  transactions.  The
changes  related to lease  accounting are effective for  transactions  occurring
after May 15, 2002 and the changes related to debt  extinguishment are effective
for fiscal years  beginning after May 15, 2002. The adoption of SFAS No. 145 did
not have a material  impact on the  Company's  financial  position or results of
operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities"  ("SFAS No.  146").  SFAS No. 146  nullifies
Emerging  Issues Task Force Issue No. 94-3 and requires  that a liability  for a
cost  associated  with an exit or  disposal  activity  be  recognized  when  the
liability is incurred.  This statement also  establishes  that fair value is the
objective for initial  measurement of the  liability.  SFAS 146 currently is not
applicable to NewCom.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment of FASB Statement No.
123"  ("SFAS No.  148").  SFAS No.  148 amends  SFAS No.  123,  "Accounting  for
Stock-Based  Compensation," to provide  alternative methods of transition for an
entity that voluntarily changes to the fair value based method of accounting for
stock-based employee  compensation.  It also amends the disclosure provisions of
that Statement to require prominent disclosure about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee compensation.  NewCom has not voluntarily adopted the fair value method
of accounting for employee stock options under SFAS 123.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity" ("SFAS No.
150").  SFAS No. 150 is  effective  for  financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first  interim  period  beginning  after June 15, 2003,  except for  mandatorily
redeemable financial  instruments of nonpublic entities.  SFAS No. 150 currently
is not applicable to NewCom.



                                      F-9
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.       History and Summary of Significant Accounting Policies (continued)

Going Concern and Management's Plans

NewCom has a history of losses, has not commenced  significant  operations,  and
has limited  financial  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 these efforts. In the interim, NewCom will continue operating with
minimal  overhead and key  administrative  and management  functions,  which are
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.



2.       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  capital  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 prior to December 31, 2000.

The following table shows notes receivable as of December 31, 2002:

<TABLE>
<CAPTION>
                                                       Balance at                              Balance at
                                                      December 31,                              December
                      Due From                            2001          Amounts Reserved        31, 2002
     --------------------------------------------    ---------------    ------------------    -------------
<S>                                                  <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                                              66,218               (66,218)              -
     Other                                                  43,833               (43,833)              -
                                                     ---------------    ------------------    -------------
     Totals                                          $     218,802      $       (218,802)     $        -
                                                     ===============    ==================    =============
</TABLE>




                                      F-10
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

3.       Accrued Expenses

Accrued expenses consist of the following at December 31, 2002:


      Accrued consulting fees           $       131,786
      Interest on note payable                   17,592
      Taxes payable                               5,600
                                        -----------------
      Total                             $       154,978
                                        =================


4.       Commitments and Contingencies

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 2001, the Agreement,  and the amount due were assigned
to NewBridge Capital, Inc.  ("NewBridge") by NuVen. The agreement was terminated
effective  July 1,  2003.  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 was 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 had an initial term of five years. No amounts were due to NewBridge at
December 31, 2002 (see Note 3). The NuVen  option was  cancelled  subsequent  to
December 31, 2002.

On December 28, 1999,  NewCom entered into a note agreement with a bank totaling
$465,000,  with interest at 5.87% per annum,  due July 1, 2000, as amended.  The
note was satisfied in full during 2001 by a restricted certificate of deposit.

NewCom's board of directors has approved  consulting  agreements during 2002 and
subsequent  thereto,  which provide for cash or stock  compensation or both. The
agreements  generally  may be  terminated  at any time after one year.  NewCom's
chief executive intends to retain these individuals for the foreseeable  future.
See Notes 5 and 6.




                                      F-11
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

5.       Shareholder Transactions

Preferred Stock

NewCom has 25,000,000  shares of $.001 par value preferred stock authorized with
none outstanding. No issuances of preferred stock have been made by the board of
directors.


Common Stock

In 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.  In September  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.

On July 1, 2002,  NewCom  entered into an agreement with a consultant to provide
shareholder and proxy services and act as the interim corporate  secretary.  The
agreement  provides for a quarterly fee of $13,500.  The Company has been unable
to pay the fee.  Accordingly,  the amount due is included in accrued expenses in
the  accompanying  balance  sheet.  In  addition to the  compensation  agreement
described  above,  the Company has granted the  consultant an option to purchase
750,000 shares of the Company's common stock in three (3) 250,000  increments at
exercise  prices of $0.15,  $0.30 and $0.45 per share.  The  options  were fully
vested at the date of grant and expire in June 2007.

In July 2002,  the Company  entered into an agreement with a consultant for debt
resolution  and  dispute  services  to  be  performed.  The  Company  agreed  to
compensate  this  consultant  with a quarterly fee of $7,500 payable in cash. In
addition to the cash compensation, the Company agreed to pay a success fee equal
to 10% of amounts settled.  In addition to the compensation  agreement described
above,  the Company has granted  the  consultant  an option to purchase  750,000
shares of the Company's common stock in three (3) 250,000 increments at exercise
prices of $0.15, $0.30 and $0.45 per share. The options were fully vested at the
date of grant and expire in June 2007.  The  Company  has been unable to pay the
fee, thus it is included in accrued expenses.

In July 2002,  the Company  entered into a consulting  agreement for  management
advisory  services.  The Company  agreed to compensate  this  consultant  with a
quarterly  fee of  $9,000  payable  in cash.  In  addition  to the  compensation
agreement  described  above, the Company has granted the consultant an option to
purchase  750,000  shares of the  Company's  common  stock in three (3)  250,000
increments at exercise prices of $0.15,  $0.30 and $0.45 per share.  The options
were fully vested at the date of grant and expire in June 2007.  The Company has
been unable to pay the fee, thus it is included in accrued expenses.




                                      F-12
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

5.       Shareholder Transactions (continued)

Common Stock (continued)

In July 2002,  the Company  entered  into an  agreement  with a  consultant  for
accounting and financial reporting services to be performed.  The Company agreed
to compensate  the consultant  with a quarterly fee of $15,000  payable in cash.
The Company  committed  to issue  500,000  shares of common stock under the 2002
Stock  Plan for the  completion  of  certain  filings  with the  Securities  and
Exchange  Commission.  However,  these shares are not contingent upon any future
events.  The shares  have been  assigned  a fair  value of $15,000  based on the
market price of the stock at the time of commitment to provide  services and are
included in general and administrative expenses in the accompanying statement of
operations.  The  Company  has  been  able to pay the cash  portion  of the fee.
Accordingly,  the amount due is included in accrued expenses in the accompanying
balance sheet. The committed shares have not yet been issued.

In December  2002,  the Company  entered into an agreement  with a consultant to
assist the Company  with  corporate  image  services in an effort to make NewCom
more  attractive  to business  partners in areas of marketing  and  advertising.
There is no cash compensation under this agreement.  However, the Company agreed
to issue  1,000,000  shares of common stock under the 2002 Stock Plan.  However,
these shares are not  contingent  upon any future  events.  The shares have been
assigned a fair value of $10,000  based on the market  price of the stock at the
time of  commitment  to provide  services  and are to be included in general and
administrative  expenses  in  the  accompanying  statement  of  operations.  The
committed shares have not been issued.


2002 Stock Plan

In July 2002, the board of directors of the Company authorized 17,000,000 shares
of common stock to be issued to officers,  directors and  consultants  of NewCom
(the "2002 Stock Plan").  This amount is subject to adjustment in the event of a
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares,  stock  split-up or stock  dividend.  However,  a reverse
stock split by NewCom shall not affect or result in any  reduction in the number
of shares  remaining 2002 Stock Plan at the effective time of such reverse stock
split.


Stock Options

Options to acquire 2,250,000 shares have been granted at exercise prices,  which
begin at $0.15 each for 750,000 shares,  $0.30 each for 750,000 shares and $0.45
each for 750,000 shares.  The options fully vest on the date of grant and expire
five (5) years from the date of grant (July 1, 2002).  Management of the Company
evaluated the value of the options  granted to  consultants  in accordance  with
SFAS No. 123, "Accounting for Stock-Based Compensation." The market value of the
hares at the date of grant was approximately $0.03 per share. In accordance with
SFAS 123 and FIN 44, the Company recorded a charge of $59,997 to operations as a
result of these  grants  using the  Black-Scholes  valuation  model for the year
ended December 31, 2002.




                                      F-13
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


5.       Shareholder Transactions (continued)

Stock Options (continued)

The fair value of these  options and warrants was estimated at the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions for the year ended December 31, 2002, dividend yield of 0%, expected
volatility  of 180%,  risk-free  interest  rate of 4.0% and  expected  life of 5
years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's employee stock options have characteristic significantly different
from  those of traded  options  and  because  changes  in the  subjective  input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options. The weighted-average  fair value
of options granted during the year ended December 31, 2002, was $0.03.

The  following  table  summarizes  information  with  respect  to stock  options
outstanding and exercisable at December 31, 2002:

<TABLE>
<CAPTION>
                                        Options Outstanding                            Options Exercisable
                         ---------------------------------------------------    ----------------------------------
                            Number           Weighted                              Number
                          Outstanding         Average                            Exercisable
                             as of           Remaining          Weighted            as of            Weighted
       Range of          December 31,       Contractual         Average         December 31,          Average
   Exercise Prices           2002              Life          Exercise Price         2002          Exercise Price
   -----------------     --------------    --------------    ---------------    --------------    ----------------
<S>       <C>                  <C>                 <C>       <C>                     <C>          <C>
          0.15                 750,000             4.50      $        0.15           750,000      $        0.15

          0.30                 750,000             4.50               0.30           750,000               0.30

          0.45                 750,000             4.50               0.45           750,000               0.45

          0.50                 500,000             1.75               0.50           500,000               0.50
                         --------------    --------------    ---------------    --------------    ----------------
                             2,750,000             4.00      $        0.30         2,750,000      $        0.34
                         ==============    ==============    ===============    ==============    === ============
</TABLE>


                                      F-14
<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

5.       Shareholder Transactions (continued)

Stock Options (continued)

The following table summarizes the Company's stock option activity:

<TABLE>
<CAPTION>
                                                                                        Weighted
                                                                    Warrants and         Average
                                                                   Stock Options        Exercise
                                                                    Outstanding           Price
                                                                   ---------------    --------------
<S>                                                                      <C>          <C>
                      Outstanding, December 31, 2000                     500,000      $        0.50

                      Granted                                                  -      $        -
                      Exercised                                                -      $        -
                      Expired/Cancelled                                        -      $        -
                                                                   ---------------    --------------

                      Outstanding, December 31, 2001                     500,000      $        0.50

                      Granted                                          2,250,000      $        0.30
                      Exercised                                                -      $        -
                      Expired/Cancelled                                        -      $        -
                                                                   ---------------    --------------

                      Outstanding, December 31, 2002                   2,750,000      $        0.34
                                                                   ===============    ==============
</TABLE>


The options to purchase  500,000  shares at $0.50 were  cancelled  subsequent to
December 31, 2002.


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.


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 annum,  expires August 13, 2001, and is due on demand. At December 31, 2002,
a total of $79,440, including interest was due.



                                      F-15
<PAGE>


                           NEWCOM INTERNATIONAL, INC.
                             (A BLANK-CHECK COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


6.       Related Party Transactions (continued)

In May 2001, 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 $82,200 was for advisory fees and  out-of-pocket  expenses prior to December
31, 2001.  During the years ended December 31, 2001 and 2002,  fees and expenses
charged amounted to $90,965 and $9,835, respectively. NewBridge ceased providing
services to NewCom effective July 1, 2002.

On July 1, 2002,  NewCom  entered into an advisory and  directors  fee agreement
with Mr. Walter Grieves,  its newly appointed  president and member of its board
of directors.  The agreement provides for quarterly compensation of $13,500. The
Company  has not had  sufficient  capital  to pay the cash  portion  of the fee.
Accordingly,  the unpaid  amount due is  included  in  accrued  expenses  in the
accompanying financial statements.


7.       Income Taxes

NewCom's net deferred tax assets at December 31, 2002,  consist of net operating
loss carryforwards  amounting to approximately  $1,600,000 and $800,000 each for
Federal and State tax  purposes  which  expire  beginning  2016 through 2022 for
Federal tax purposes and through  2007 for State tax  purposes.  At December 31,
2002,  NewCom  provided  a 100%  valuation  allowance  for  deferred  tax assets
resulting from these net operating  loss  carryforwards  totaling  approximately
$560,000.  During the years ended December 31, 2002 and 2001, NewCom's valuation
allowance increased $90,000 and $116,000 respectively.

The  difference  between the tax benefit  assuming a Federal rate of 35% 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.



8.       Subsequent Events

Agreements

In January 2003,  the Company  entered into an agreement  with counsel for legal
services to be performed.  In addition to the fees payable under the  agreement,
the Company  agreed to issue 500,000 shares of common stock under the 2002 Stock
Plan. The shares have been assigned a fair value of $5,000.  The Company has not
issued these shares.

In April 2003,  the Company  entered  into an agreement  with a  consultant  for
communications  services.  The Company agreed to compensate the consultant  with
550,000  shares of common  stock.  The shares have been assigned a fair value of
$5,500. The Company has not issued these shares.



                                      F-16
                                      

EX-99.2 TXT

ex99_2.txt

                                                                                                          Exhibit 99.2

      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NewCom  International,  Inc., a Delaware
corporation,  (the  "Company")  on Form 10-KSB for the year ending  December 31,
2002, as filed with the  Securities  and Exchange  Commission on the date hereof
(the  "Report"),  I, Walter  Grieves,  Chief  Financial  Officer of the Company,
certify the following  pursuant to Section 18, U.S.C.  1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002:

         1.       The Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         2.       The information  contained in the report fairly  presents,  in
                  all material respects,  the financial condition and results of
                  operations of the Company.




/s/ Walter Grieves
----------------------------------------
Walter Grieves, Chief Executive Officer
October 23, 2003
                                      

EX-99.3 TXT

ex99_3.txt

                                            CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NewCom  International,  Inc., a Delaware
corporation,  (the  "Company")  on Form 10-KSB for the year ending  December 31,
2002, as filed with the  Securities  and Exchange  Commission on the date hereof
(the  "Report"),  I, Walter  Grieves,  Chief  Financial  Officer of the Company,
certify the following  pursuant to Section 18, U.S.C.  1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002:

         1.       The Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         2.       The information  contained in the report fairly  presents,  in
                  all material respects,  the financial condition and results of
                  operations of the Company.



/s/ Walter Grieves
----------------------------------------
Walter Grieves, Chief Executive Officer
October 23, 2003