Form 10QSB NEWCOM INTERNATIONAL INC

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

What is Form 10QSB?
  • Accession No.: 0001144204-03-006461 Act: 34 File No.: 000-30727 Film No.: 03955065
  • CIK: 0001058553
  • Submitted: 2003-10-24
  • Period of Report: 2003-03-31

10QSB TXT

form10qsb.txt

                                      <PAGE>

===============================================================================



                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

         For the quarterly period ended March 31, 2003

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

         For the transition period from______________  to__________________


                         Commission File No.: 000-30727



                           NEWCOM INTERNATIONAL, INC.
             (Exact name of registrant 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, California 92612
                    (Address of principal executive offices)

                    Issuer's telephone number: (949) 717-0630

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of October 10, 2003, 15,500,000 shares of our common stock were outstanding.

Transitional Small Business Disclosure Format:    Yes        No      X
                                                       -----      -------

===============================================================================


                                       1
<PAGE>


PART 1:           FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS


                                    NEWCOM INTERNATIONAL, INC.
                                     (A Blank-Check Company)
                                          Balance Sheet
                                           (Unaudited)
<TABLE>
<CAPTION>

                                              ASSETS
Current Assets-                                                                     March 31, 2003
                                                                                   ------------------
<S>                                                                                <C>
 Cash and cash equivalents                                                         $              25
                                                                                   ------------------
  Total Current Assets                                                                            25

    Total Assets                                                                   $              25
                                                                                   ==================


                              LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accounts payable and accrued expenses                                           $         298,217
   Note payable to related party                                                              62,448
                                                                                   ------------------
    Total Current Liabilities                                                                360,665
                                                                                   ------------------

Stockholders' Deficit
    Preferred stock,  $0.001, par value,  25,000,000 shares  authorized,  no
     shares issued or outstanding                                                                 --
    Common  stock,   $0.001  par  value,   100,000,000   shares   authorized
     15,500,000 shares issued and outstanding                                                 15,500
    Additional paid-in capital                                                             1,360,607
    Deficit accumulated as a blank-check company                                          (1,736,747)
                                                                                   ------------------
          Total Stockholders' Deficit                                                       (150,771)
                                                                                   ------------------

                 Total Liabilities and Stockholders' Deficit                       $              25
                                                                                   ==================
</TABLE>


See accompanying notes to financial statements.

                                       2
<PAGE>



                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                  For the
                                                                                                Period from
                                                                                               September 12,
                                                                                                   1996
                                                                                                (Inception)
                                                           Three Months Ended                  through March
                                                                March 31,                           31,
                                                   ----------------------------------       ----------------
                                                        2003              2002                   2003
                                                   ----------------  ----------------       ----------------
<S>                                                <C>               <C>                    <C>
Operating Expenses:
Management and Consulting Fees                     $             --  $         10,500       $       552,497
General & Administrative                                     66,627             2,944               486,412
                                                   ----------------  ----------------       ----------------
    Total Operating Expenses                                 66,627            13,444             1,038,909
                                                   ----------------  ----------------       ----------------
Operating Income (Loss)                                     (66,627)          (13,444)           (1,038,909)
Other Expenses (Income):
  Interest expense                                            1,405             1,405                33,883
  Interest income                                                --                --               (21,830)
  Write-off of other receivables                                 --                --               220,686
  Write-off of acquisition costs                                 --                --               461,000
  Provision for income taxes                                     --                --                 5,600
  Other, net                                                     --                --                (1,500)
                                                   ----------------  ----------------       ----------------

    Net Loss                                       $        (68,032) $        (14,849)      $    (1,736,747)
                                                   ================  ================       ================


Basic and Diluted Earnings (Loss) per
  Common Share                                     $          (0.00) $          (0.00)      $         (0.11)
                                                   ================  ================       ================


Weighted-Average Common Shares
  Outstanding                                           15,500,000        15,500,000             15,500,000
                                                   ================  ================       ================

</TABLE>



                 See accompanying notes to financial statements.

                                       3

<PAGE>
                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           For the Period from
                                                                                                            September 12, 1996
                                                                                                           (Inception) through
                                                                   Three Months Ended March 31,                 March 31,
                                                              ----------------------------------------    -----------------------
                                                                     2003                 2002                     2003
                                                              -------------------   ------------------    -----------------------
Cash Flows from Operating Activities:

<S>                                                           <C>                   <C>                   <C>
  Net Income (Loss)                                           $           (68,032)  $          (14,849)   $            (1,736,747)
                                                              -------------------   ------------------    -----------------------

Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
   Value of stock options granted below fair value                          5,000                   --                    322,997
   Write-off of other receivables                                              --                   --                    220,686
   Write-off of acquisition costs                                              --                   --                    461,000
   Changes in operating assets and liabilities
   Prepaid expenses                                                            --                9,835                         --
   Other receivables                                                           --                   --                         --
   Accounts payable and accrued expenses                                   63,032                4,970                    350,327
                                                              -------------------   ------------------    -----------------------

      Net Cash Used by Operating Activities                                    --                  (44)                  (381,738)
                                                              -------------------   ------------------    -----------------------

Cash Flows from Investing Activities:
   Increase in notes receivable                                                --                   --                   (481,243)
   Proceeds from notes receivable                                              --                   --                    260,557
   Fees paid on fibre-optic cable network investment                           --                   --                   (461,000)
   Redemption of certificate of deposit                                        --                   --                         --
                                                              -------------------   ------------------    -----------------------

Net Cash Used by Investing Activities                                          --                   --                   (681,686)

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

Cash Flows from Financing Activities:
   Initial Capitalization                                                      --                   --                     51,000
   Issuance of common stock                                                    --                   --                    950,000
   Payments of note payable                                                    --                   --                         --
   Advances from related party                                                 --                   --                     62,448
                                                              -------------------   ------------------    -----------------------

Net Cash Provided by Financing Activities                                      --                   --                  1,063,448
                                                              -------------------   ------------------    -----------------------

Net Increase (Decrease) in Cash                                                --                  (44)                        25


Cash at Beginning of Period                                                    25                  748                         --
                                                              -------------------   ------------------    -----------------------

Cash at End of Period                                         $                25   $              703    $                    25
                                                              ===================   ==================    =======================

Cash Paid During the Period for Interest                      $                --   $               --    $                16,046

</TABLE>

                 See accompanying notes to financial statements.

                                       4
<PAGE>



                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

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.

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

Unaudited Interim Financial Statements
--------------------------------------

The interim financial data as of March 31, 2003, and for the three months ended
March 31, 2003 and 2002, is unaudited; however, in the opinion of management,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Company's financial position as of
March 31,2003, and the results of its operations and cash flows for the three
months ended March 31, 2003 and 2002.

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 interim periods presented relate to
realizability of notes receivable.

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.



                                       5
<PAGE>


                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

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 June 30, 2002:

<TABLE>
<CAPTION>
                              Balances at
                              March 31,                              Balances at
Due From                      2003              Amounts Reserved     March 31, 2003
--------------------------    --------------    -----------------    ---------------
<S>                           <C>               <C>                  <C>
Casino    Management   of     $     100,000     $     (100,000)      $            -
America, Inc.
Cleopatra World, Inc.                 3,671             (3,671)                   -
BioSecure, Inc.                       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>

3.       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, 2002. Pursuant to the terms of this agreement, NewCom was
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 was 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,
which expires fivr (5) years from the date of grant. Using the Black-Scholes
valuation 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%, per annum,
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
June 30, 2002 (see Note 2).

NewCom's board of directors have 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 Note 4 for further discussion.


                                       6
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

4.       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.

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 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 a consulting agreement for advisory
services agreement with a consultant. The Company agreed to compensate this
consulting by 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
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 not 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.


                                       7
<PAGE>


                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

4.       SHAREHOLDER TRANSACTIONS (CONTINUED)

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.

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.

2002 Stock Plan
---------------

In July 2002, the board of directors of the Company authorized 17,000,000 shares
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
-------------

As described above, options to acquire 2,250,000 shares have been granted at
exercise prices, which begin at $0.15 each for the 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 shares at the date of grant was
approximately $0.03 per share. In accordance with SFAS 123 and FIN 44, the
Company will record a charge of $59,997 to operations as a result of these
grants using the Black-Scholes valuation model for the year ending December 31,
2002.

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 characteristics 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.


                                       8
<PAGE>



                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

4.       SHAREHOLDER TRANSACTIONS (CONTINUED)

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 during the year ended December 31, 2001.

5.       RELATED PARTY TRANSACTIONS

Effective October 6, 1999, NewCom entered into a note payable with an officer of
NewCom in exchange for advances made to NewCom. The note bears interest at 9.0%,
per annum, expired on August 13, 2002, and is due on demand. The accrued
interest is included in accrued expenses in the accompanying financial
statements.

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.
The balance was used for advisory fees and corporate expenses. 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.


                                       9

<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS

PLAN OF OPERATION

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

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

         In October 1999, NewCom entered into an Advisory and Management
Agreement with NuVen. NuVen is primarily an advisory company with interests in
companies under management and is not a broker dealer. 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 raise funds through a equity or

                                       10
<PAGE>

debt offering to conduct its current operations during the next twelve (12)
months. Management has attempted to keep its overhead as low as possible, and
further reduce its overhead in 2002. In the event NewCom identifies an
acquisition target, additional funds will most likely be required for NewCom to
operate and remain viable. This adds an additional element of risk to investors
and/or an operating company which may ultimately be acquired. The financial
statements have been presented under the assumption NewCom will continue as a
going concern. No adjustments have been made to the financial statements as a
result of NewCom's liquidity uncertainty.

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.





                                       11
<PAGE>


ITEM 3 - 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.

PART II:  OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None.

ITEM 2 - CHANGES IN SECURITIES

         (a) None.

         (b) None.

         (c) None.

         (d) None.

ITEM 3 - DEFAULT UPON SENIOR SECURITIES

         None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5 - OTHER INFORMATION

         Effective June 26, 2002, David Lo resigned as a director and officer of
NewCom. On June 30, 2002, the remaining board appointed Walter Grieves as a
director of NewCom, and further appointed Mr. Grieves as the President and Chief
Executive Officer of NewCom.


                                       12
<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

          (a)     Exhibits.


<TABLE>
<CAPTION>
Item No.   Description                                            Method of Filing
--------   -----------                                            ----------------

<S>        <C>                                                    <C>
99.1       Chief Executive Officer Certification pursuant to 18   Filed electronically herewith.
           U.S.C.ss.1350 adopted pursuant to Section 906 of the
           Sarbanes Oxley Act of 2002
99.2       Chief Financial Officer Certification pursuant to 18   Filed electronically herewith.
           U.S.C. ss. 1350 adopted pursuant to Section 906 of
           the Sarbanes Oxley  Act of 2002

</TABLE>


          (b)     Reports on Form 8-K
                  -------------------

                  None.


                                   SIGNATURES

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


                                   NewCom International, INC.


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

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





                                       13

<PAGE>


                                  CERTIFICATION

I, Walter Greives, certify the following:

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

         2.       Based on my knowledge,  this quarterly 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
                  quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  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 quarterly 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 quarterly 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
                           quarterly report (the "Evaluation Date"); and

                  c.       presented in this  quarterly  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:

                  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  quarterly  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
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)



                                       14

<PAGE>




                                  CERTIFICATION

I, Walter Grieves, certify the following:

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

         2.       Based on my knowledge,  this quarterly 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
                  quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  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 quarterly 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 quarterly 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
                           quarterly report (the "Evaluation Date"); and

                  c.       presented in this  quarterly  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:

                  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  quarterly  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)




                                       15
                                      

EX-99.1 TXT

ex-99_1.txt

                                      <PAGE>

        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 Quarterly Report of NewCom International, Inc., a
Delaware corporation, (the "Company") on Form 10-QSB for the period ending March
31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Walter Grieves, Chief Executive 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-99.2 TXT

ex-99_2.txt

                                      <PAGE>

            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 Quarterly Report of NewCom International, Inc., a
Delaware corporation, (the "Company") on Form 10-QSB for the period ending March
31, 2003, 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