Form SC 14F1 NEWCOM INTERNATIONAL INC

Statement regarding change in majority of directors pursuant to Rule 14f-1

What is Form SC 14F1?
  • Accession No.: 0001144204-03-006601 Act: 34 File No.: 005-79308 Film No.: 03966413
  • CIK: 0001058553
  • Submitted: 2003-10-30

SC 14F1 TXT

sched14f.txt

                                      <PAGE>

                                 SCHEDULE 14f-1
                              INFORMATION statement
                    Information Statement Pursuant to Section
                  14(f) of the Securities Exchange Act of 1934
                                (Amendment No. )

Check the appropriate box:

[ ]  Preliminary Information Statement
[ ]  Confidential, for use of the Commission only (as permitted by
     Rule 14c-5(d)(21))

[X]  Definitive Information Statement


                           NewCom International, Inc.
                (Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

[X]      No fee required

[ ]      Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

         1)       Title  of  each  class  of  securities  to  which  transaction
                  applies:

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

         2)       Aggregate number of securities to which transaction applies:

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

         3)       Per  unit  price  or other  underlying  value  of  transaction
                  computed  pursuant  to  Exchange  Act Rule 0-11 (Set forth the
                  amount on which the filing is calculated  and state how it was
                  determined.):

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

         4)       Proposed maximum aggregate value of transaction:

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

         5)       Total Fee Paid:_______________________________________________



[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

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

         2)       Form, Schedule or Registration Statement No.:

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

         3)       Filing Party:

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

         4)       Dated Filed:

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

<PAGE>




                           NEWCOM INTERNATIONAL, INC.
                      2102 Business Center Drive, Suite 130
                                Irvine, CA 92612
                              --------------------

        INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES
                EXCHANGE ACT OF 1934 AND RULE 14(F)-1 THEREUNDER

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

October 29, 2003

         This  Information  Statement is being delivered on or about October 29,
2003 to the holders of shares of common  stock,  par value $0.001 per share (the
"Common  Stock")  of NewCom  International,  Inc.,  or  NewCom,  of record as of
October 28, 2003.  You are receiving  this  Information  Statement in connection
with  NewCom's  entering  into a  Securities  Purchase  Agreement  and  Plan  of
Reorganization dated October 28, 2003 (the "Plan") among NewCom, Paradise Pizza,
Inc. and the  stockholders  of Paradise  Pizza,  Inc.  Pursuant to the Plan, the
stockholders of Paradise Pizza, in a tax-free  exchange,  exchanged all of their
shares of common stock of Paradise  Pizza for an aggregate of 19,633,332  shares
of Series B preferred  stock of NewCom.  As a result,  Paradise  Pizza  became a
wholly-owned subsidiary of NewCom, and the former stockholders of Paradise Pizza
became the holders of 100% of NewCom's  Series B preferred  stock,  which,  upon
completion  of an  amendment  to  NewCom's  amended  and  restated  articles  of
incorporation,  will convert into shares of NewCom's common stock such that they
will become the holders of approximately 98% of NewCom's common stock.

         Also, as of October 28, 2003,  Walter Grieves resigned as President and
Chief Executive Officer of NewCom, but continues as Secretary of NewCom and as a
Director of NewCom.  Chris Marshall became President and Chief Executive Officer
of NewCom. Pursuant to the Plan, Mr. Marshall, Paul Pishos, and Gregg Odell will
be  appointed  to the  Board of  Directors,  and Mr.  Grieves  will  resign as a
Director,  each  effective  10 days after the  transmittal  of this  Information
Statement.

         Also,  pursuant  to the Plan,  the  amended  and  restated  articles of
incorporation of NewCom will be amended to change the name of the company and to
increase  the  authorized  shares  of  Common  Stock  from  2,500,000  shares to
150,000,000 shares, par value $0.001 per share.



                                        /s/ Chris Marshall
                                        --------------------------------------
                                        Chris Marshall
                                        President and Chief Executive Officer



           YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY.
               YOU ARE NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION.


<PAGE>

                           NEWCOM INTERNATIONAL, INC.
                              --------------------

                              INFORMATION STATEMENT

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


Stockholders Entitled to Vote

Approval of the matters actions described herein requires the written consent of
the holders of  outstanding  stock of each voting group entitled to vote on such
matters.  On October 28, NewCom  effected a 1-for-40  reverse stock split of its
outstanding  common stock,  reducing the number of outstanding  shares of common
stock from 15,500,000 to 387,500.  Therefore, as of October 28, 2003, there were
387,500 shares of our common stock outstanding, 2,000,000 shares of our Series A
preferred  stock  outstanding  and  19,633,332  shares of our Series B preferred
stock  outstanding.  Holders of our common  stock are  entitled  to one vote per
share.  Holders of our Series A and Series B preferred stock are entitled to one
vote per share,  and for the actions  described  herein,  vote together with the
holders of common  stock as a single  class.  In  addition,  the  holders of the
Series A  preferred  stock vote as a  separate  class on the  matters  set forth
herein. Accordingly, there are 22,020,832 votes outstanding voting together as a
single  class and there are  2,000,000  votes  outstanding  voting as a separate
class.

Proxies

No proxies are being solicited.

Consents Required

The new directors will be appointed by the existing sole  director.  As such, no
stockholder consents are required.

Information Statement Costs

The cost of delivering this  information  statement,  including the preparation,
assembly  and  mailing  of the  information  statement,  as well as the  cost of
forwarding  this material to the beneficial  owners of our capital stock will be
borne by us.  We may  reimburse  brokerage  firms and  others  for  expenses  in
forwarding  information  statement  materials  to the  beneficial  owners of our
capital stock.

                                       2
<PAGE>


                        COMMON STOCK OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT


         The  following  table  sets forth  certain  information  regarding  the
beneficial ownership of our common stock as of October 28, 2003 by the following
persons:

         o        each  person who is known to be the  beneficial  owner of more
                  than five percent (5%) of our issued and outstanding shares of
                  common stock;

         o        each of our directors and executive officers; and

         o        all of our directors and executive officers as a group.


<TABLE>
<CAPTION>
                                                       Number Of Shares
                Name And Address                      Beneficially Owned             Percentage Owned
                ----------------                      ------------------             ----------------
<S>                                                   <C>                            <C>
Chris Marshall (1) ..........................         16,933,332 (2)                     84.6%
Walter Grieves (1)...........................            166,667 (3)                      0.8%

All directors and officers as a group........             17,099,999                     85.4%
</TABLE>

         (1)      The address is 2102 Business Center Drive,  Suite 130, Irvine,
                  California 92612.

         (2)      Includes  16,933,332 shares of Series B preferred stock, which
                  shall be  automatically  converted  into common stock upon the
                  effectiveness of the actions  contemplated by this information
                  statement.   The  shares  of  Series  B  preferred  stock  are
                  identical  to  shares  of our  common  stock  in all  material
                  respects.

         (3)      Mr. Grieves currently has a right to receive 166,667 shares of
                  our common stock. He also has a right to receive an additional
                  233,333  shares  of  our  common  stock  if  we  increase  our
                  authorized common stock to 150,000,000 shares.

         Beneficial  ownership is determined  in  accordance  with the rules and
regulations  of the SEC.  The number of shares and the  percentage  beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately  exercisable or exercisable  within
60 days from  October  28,  2003,  and the number of shares  and the  percentage
beneficially  owned by all officers and  directors  as a group  includes  shares
subject  to  options  held by all  officers  and  directors  as a group that are
immediately exercisable or exercisable within 60 days from October 28, 2003.



                                       3
<PAGE>




Change of Control


         On  October  28,   2003,   NewCom   completed  a  share   purchase  and
reorganization with Paradise Pizza, Inc., a California corporation,  pursuant to
a securities purchase agreement and plan of reorganization. Paradise Pizza, Inc.
manages  various pizza  restaurants in Northern  California,  and it has entered
into an agreement  to purchase  these  restaurants.  As a result of the Paradise
Pizza reorganization, each outstanding share of Paradise Pizza was exchanged for
one (1) share of NewCom Series B preferred stock, and NewCom acquired all of the
outstanding  shares of Paradise  Pizza,  making  Paradise  Pizza a wholly  owned
subsidiary  of Newcom.  In total,  NewCom issued  19,633,332  shares of Series B
preferred   stock  to  the   Paradise   Pizza   shareholders   pursuant  to  the
reorganization,  which  constitutes  89% of the voting control of NewCom.  Chris
Marshall,  our new  President  and Chief  Executive  Officer,  is the  holder of
16,933,332 shares of our Series B preferred stock.

         Each  share of Series B  preferred  stock is  convertible  into one (1)
share of NewCom common stock upon the filing of an amendment to NewCom's amended
and restated  articles of  incorporation  which increases the authorized  common
stock of NewCom to such number of shares of common stock which is  sufficient to
effect such conversion.  Until such conversion, the Series B preferred stock has
the same voting, dividend, and liquidation rights as the common stock.

         Under  the terms of the plan of  reorganization  and under the terms of
the Series B preferred stock,  NewCom is required to take all steps necessary to
amend the Articles of Incorporation to authorize such number of shares of common
stock  sufficient  to  effect  conversion  of  the  Series  B  preferred  stock.
Accordingly,  19,633,332  shares of NewCom's  common stock will be issued to the
holders of the Series B preferred stock upon the filing of the amendment.

Executive Officer and Directors

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

Name              Age                   Position
----              ---                   --------

Walter Grieves     30    Chairman of the Board of Directors, Secretary

Chris Marshall     32    Director Nominee, President and Chief Executive Officer

Paul Pishos        47    Director Nominee

Gregg Odell        43    Director Nominee

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

         Chris  Marshall is our President and Chief  Executive  Officer and is a
nominee  for the board of  directors.  Mr.  Marshall  is the  founder and CEO of
Paradise  Pizza,  Inc.,  which  manages  various pizza  restaurants  in Northern
California.  Before founding  Paradise Pizza,  Mr. Marshall was a senior partner
with Rector Consulting,  where he focused on consulting technology based clients
and merger and acquisition transactions.  Prior to that tenure, Mr. Marshall was
a senior manager for corporate  development  with SmartAge,  where he negotiated
several  strategic  partnerships  and joint  ventures.  Mr. Marshall also was an
investor and managing partner of Spot Light Night Club located in San Francisco,
California.

         Paul Pishos is a nominee for our board of directors.  Mr. Pishos is the
president of Paradise Pizza, Inc., which manages various restaurants in Northern
California.  Since 1986, Paul Pishos has been the general manager of these pizza
restaurant  business.  In 2001,  Mr.  Pishos became  president of H&H Inc.,  the
management firm that had managed these 25 pizza restaurants. Mr. Pishos has been
involved with the management of these  privately-owned  businesses for almost 30
years, having personally opened, operated, or sold 40 pizza restaurants.

                                       4
<PAGE>

         Gregg Odell is a nominee for the board of directors. Mr. Odell has been
a mortgage  loan  consultant  since 1987.  Since 2001,  Mr. Parr has served as a
mortgage loan consultant with The Home Loan Group, inc., from 1997 to 2001, with
Valley Financial Corp, from 1993 to 1997, with Hacienda Mortgage Shop, Inc., and
from 1987 to 1993, with The Mortgage Market. In addition, from 1990 to 1992, Mr.
Odell was a financial services agent with Primerica Financial Services, and from
1985 to 1990,  with  Citigroup,  Inc.  He  received  his  Bachelor  of Arts from
University of the Pacific.

Board Committees

         NewCom has no board committees at this time.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Executive Compensation

Summary Compensation Table

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

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

Walter Grieves (1)         2002     $27,000         -0-             $18,000        -0-                 --           -0-
Chairman, Former           2001       -0-           -0-            -0-             -0-                -0-           -0-
President and              2000       -0-           -0-            -0-             -0-                -0-           -0-
Chief Executive Officer

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


(1)      Mr.  Grieves was to receive an annual  salary of $54,000  and  receives
         $36,000 as a Director's  Fee. Mr. Grieves agreed to release NewCom from
         any and all amounts due to Mr. Grieves under his agreement with NewCom,
         and in exchange,  NewCom agreed to issue to Mr. Grieves  400,000 shares
         of common stock under its 2002 Stock Compensation Plan.



                                       5
<PAGE>

Option Grants and Exercises

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


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

Walter Grieves                               --                    --                     --                    --
Former Chairman, President and
Chief Executive Officer

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


         The following table  summarizes the value of in-the-money  options held
at December 31, 2002 by our Chief  Executive  Officer and each of the  executive
officers named in the Summary Compensation Table on page 5.


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

Walter Grieves                               --                    --                     --                    --
Chairman, Former President and
Chief Executive Officer

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


                                       6
<PAGE>

Certain Relationships and Related Transactions

         Effective  October  1,  1999,  NewCom  entered  into  an  Advisory  and
Management  Agreement (the "Advisory  Agreement") with NuVen. NuVen is primarily
an advisory  company with interests in companies  under  management and is not a
broker dealer. The Advisory  Agreement was assigned to NewBridge  Capital,  Inc.
("NewBridge  or Advisor")  in April 2000.  Pursuant to the terms of the Advisory
Agreement,  NewCom is  required  to pay  $3,500  per month,  plus  expenses,  in
exchange for assistance in the formulation of possible  acquisition  strategies,
and the  management  of financial  and general and  administrative  matters.  In
addition,  Nuven was granted an option to purchase 500,000 shares at an exercise
price of $0.50 per share.  The Advisory  Agreement  was assigned to NewBridge in
April 2000.  The Advisory  Agreement was terminated in July 2002, and the option
was  terminated on October 28, 2003.  Other than the Advisory  Agreement and the
option,  there is no relationship  between NewCom and either NuVen or NewBridge;
however,  NuVen is the holder of notes issued by certain  stockholders of NewCom
in the aggregate principal amount of $950,000.

         In  September   1999,   NewCom   entered  into  an  agreement  with  an
unaffiliated  company to acquire an 8%, note  receivable  of an unrelated  party
with a face value of $500,000,  originally  due March 1, 1999 for $472,000 cash.
500,000 shares of common stock of Oasis Resorts International,  Inc. secured the
note. The issuer of the note subsequently  filed for bankruptcy.  NewCom entered
into an  agreement  with  NewBridge  in November  1999 to exchange  the note for
$472,000 in receivables  due from nine (9) unrelated  corporations  and four (4)
individuals.  Additionally,  NewBridge  and  NewCom  agreed to cross  guarantees
whereby  NewBridge has agreed to guarantee that NewCom will collect a minimum of
$472,000 on the substituted  receivables or from  liquidation of the collateral.
The Oasis shares subsequently became worthless. In November 2001, NewCom entered
into an agreement with  NewBridge  whereby  NewBridge  pledged as collateral for
these notes  500,000  shares of BioSecure to satisfy its  guarantee  obligation.
Management  did not place a value on such  pledge  since the  pledge  was not an
absolute  transfer  of such  shares and the shares  rapidly  declined  in value.
NewBridge  currently  lacks  sufficient  liquid  assets to satisfy  these notes.
Management wrote-off $218,802 as an impairment of such notes in 2001. Management
intends to seek recovery of such amounts from NewBridge when, and if,  NewBridge
has the ability to pay the  obligation to NewCom.  There are no assurances  that
management will receive any of the amounts due to NewCom.

         In May 2000, NewCom paid NewBridge  $258,000,  of which $75,000 was for
services  rendered  in  preparation  of its Form 10-SB and  amendments  with the
Securities and Exchange Commission,  among other services,  and amounts due from
NuVen  and  NewBridge  totaling  $82,200  for  advisory  fees and out of  pocket
expenses.  Of such amount paid to  NewBridge,  $100,800 was  accounted  for as a
prepaid expense at December 31, 2000 to be used for future fees and expenses and
charged  to  operations.  During the years  ended  December  31,  2001 and 2002,
respectively  $91,000 and $9,800 of fees and expenses were recorded  against the
prepaid expenses and charged to operations.

         Effective  October  6,  1999,  NewCom  entered  into a note  payable of
$62,449 with David Lo in exchange for  advances  made to NewCom.  The note bears
interest at 9.0% per annum, expired on August 13, 2002, and is due on demand. At
December 31, 2002,  the amount due,  together with interest was $80,125.  Mr. Lo
agreed to release  NewCom from any and all amounts due to Mr. Lo,  whether under
the note or otherwise, and in exchange, NewCom agreed to issue to Mr. Lo 400,000
shares  of  Series A  preferred  stock,  and it also  agreed  to issue to Mr. Lo
500,000 shares of common stock under its 2002 Stock Compensation Plan.

         Walter Grieves,  our former  President and Chief Executive  Officer and
our current  Secretary and sole director,  agreed to release NewCom from any and
all amounts due to Mr. Grieves under his agreement with NewCom, and in exchange,
NewCom agreed to issue to Mr.  Grieves  400,000 shares of common stock under its
2002 Stock Compensation Plan.



                                       7
<PAGE>

         On  October  28,   2003,   NewCom   completed  a  share   purchase  and
reorganization with Paradise Pizza, Inc., a California corporation,  pursuant to
a securities  purchase agreement and plan of reorganization.  As a result of the
Paradise  Pizza  reorganization,  each  outstanding  share of Paradise Pizza was
exchanged  for one (1) share of NewCom  Series B  preferred  stock,  and  NewCom
acquired all of the outstanding shares of Paradise Pizza,  making Paradise Pizza
a wholly owned subsidiary of Newcom.  In total,  NewCom issued 19,633,332 shares
of Series B preferred stock to the Paradise Pizza  shareholders  pursuant to the
reorganization,  which  constitutes  89% of the voting control of NewCom.  Chris
Marshall,  our new  President  and Chief  Executive  Officer,  is the  holder of
17,133,332 shares of our Series B preferred stock.

         Each  share of Series B  preferred  stock is  convertible  into one (1)
share of NewCom common stock upon the filing of an amendment to NewCom's amended
and restated  articles of  incorporation  which increases the authorized  common
stock of NewCom to such number of shares of common stock which is  sufficient to
effect such conversion.  Until such conversion, the Series B preferred stock has
the same voting, dividend, and liquidation rights as the common stock.

         Under  the terms of the plan of  reorganization  and under the terms of
the Series B preferred stock,  NewCom is required to take all steps necessary to
amend the Articles of Incorporation to authorize such number of shares of common
stock  sufficient  to  effect  conversion  of  the  Series  B  preferred  stock.
Accordingly,  19,633,332  shares of NewCom's  common stock will be issued to the
holders of the Series B preferred stock upon the filing of the amendment.



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

                                        By Order of the Board of Directors




                                        /s/ Chris Marshall
                                        --------------------------------------
                                        Chris Marshall
                                        President and Chief Executive Officer

October 29, 2003
Irvine, California



                                       8
                                      
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