Form 10QSB NEWCOM INTERNATIONAL INC

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

What is Form 10QSB?
  • Accession No.: 0001144204-03-006463 Act: 34 File No.: 000-30727 Film No.: 03955067
  • CIK: 0001058553
  • Submitted: 2003-10-24
  • Period of Report: 2003-06-30

10QSB TXT

form10qsb.txt

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

                                  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 June 30, 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-                                                                  June 30, 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                                           $   365,388
   Note payable to related party                                                        62,448
                                                                                   -----------
    Total Current Liabilities
                                                                                       427,836
                                                                                   -----------

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                                    (1,803,918)
                                                                                   -----------
          Total Stockholders' Deficit                                                 (427,811)
                                                                                   -----------

                 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
                                                 Three Months Ended                     Six Months Ended               (Inception)
                                                       June 30,                              June 30,               through June 30,
                                           -------------------------------       -------------------------------       ------------
                                               2003                2002               2003              2002              2003
                                           ------------       ------------       ------------       ------------       ------------
Operating Expenses:
<S>                                        <C>                <C>                <C>                <C>                <C>
Management and Consulting Fees             $         --       $     10,500       $         --       $     21,000       $    552,497
General & Administrative                         65,750                883            133,377              3,827            552,162
    Total Operating Expenses                     65,750             11,383            133,377             24,827          1,104,659
Operating Income (Loss)                         (65,750)           (11,383)          (133,377)           (24,827)        (1,104,659)
Other Expenses (Income):
  Interest expense                                1,421                 --              2,826              1,405             35,304
  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                               $    (67,171)      $    (11,383)      $   (135,203)      $    (26,232)      $ (1,803,918)
                                           ============       ============       ============       ============       ============


Basic and Diluted Earnings (Loss) per
  Common Share                             $      (0.00)      $      (0.00)      $      (0.00)      $      (0.00)      $      (0.12)
                                           ============       ============       ============       ============       ============

Weighted-Average Common Shares
  Outstanding                                15,500,000         15,500,000         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
                                                             Six Months Ended June 30,           June 30,
                                                          -----------------------------       -----------
                                                              2003              2002              2003
                                                          -----------       -----------       -----------
Cash Flows from Operating Activities:
<S>                                                       <C>               <C>               <C>
  Net Income (Loss)                                       $   (61,171)      $   (26,232)      $(1,803,918)
                                                          -----------       -----------       -----------

Adjustments to  reconcile  net income  (loss) to net
  cash  provided by operating activities:
   Stock compensation granted to consultants                       --                --           328,497
   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                       61,171            15,728           411,998
                                                          -----------       -----------       -----------

      Net Cash Used by Operating Activities                        --              (669)         (381,737)
                                                          -----------       -----------       -----------

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                                    --              (669)               25
Cash at Beginning of Period                                        25               748                --
                                                          -----------       -----------       -----------

Cash at End of Period                                     $        25       $        78       $        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
                                  June 30, 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 June 30, 2003, and for the three months and six
months ended June 30, 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 June 30, 2003,  and the results of its  operations and cash flows
for the three months and six months ended June 30, 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
                                  June 30, 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                            Balances at
Due From                      June 30, 2003     Amounts Reserved     June 30, 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
                                  June 30, 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
                                  June 30, 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
                                  June 30, 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



                                       10
<PAGE>

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 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>
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

                                     ------------------------------------------
                                     Walter Grieves
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)

October 23, 2003
                                     ------------------------------------------
                                     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

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

EX-99.1 TXT

ex99_1.txt

                                                                                                          Exhibit 99.1

       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 June
30,  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

ex99_2.txt

                                      <PAGE>

                                                                    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  Quarterly  Report of  NewCom  International,  Inc.,  a
Delaware corporation,  (the "Company") on Form 10-QSB for the period ending June
30,  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