Form 10QSB NEWCOM INTERNATIONAL INC

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

What is Form 10QSB?
  • Accession No.: 0001144204-03-007687 Act: 34 File No.: 000-30727 Film No.: 031013474
  • CIK: 0001058553
  • Submitted: 2003-11-19
  • Period of Report: 2003-09-30

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 September 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 November  18,  2003,  21,020,832  shares of our common  stock and Series B
Preferred Stock were outstanding.

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

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


<PAGE>

PART 1: FINANCIAL INFORMATION

ITEM 1 - CONDENSED FINANCIAL STATEMENTS


                           NEWCOM INTERNATIONAL, INC.
                             (A Blank Check Company)
                                  Balance Sheet
                                   (Unaudited)

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
Current Assets                                                                    September 30,
                                                                                      2003
                                                                                  -----------
<S>                                                                               <C>
   Cash and cash equivalents                                                      $        25
                                                                                  -----------
         Total Current Assets                                                              25

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


                               LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts payable and accrued expenses                                         $   427,074
    Note payable to related party                                                      62,448
                                                                                  -----------
         Total Current Liabilities                                                    489,522
                                                                                  -----------

Stockholders' Equity (Deficit)
    Preferred stock,  $0.001, par value,  25,000,000 shares  authorized,  no
     shares issued or outstanding                                                          --
    Common stock, $0.001 par value, 2,500,000 shares authorized 387,500
     shares issued and outstanding                                                        388
    Additional paid-in capital                                                      1,375,719
    Deficit accumulated as a blank-check company                                   (1,865,604)
                                                                                  -----------
          Total Stockholders' Equity (Deficit)                                       (489,497)
                                                                                  -----------

                 Total Liabilities and Stockholders' Equity (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            Nine Months Ended          through
                                                      September 30,                 September 30,         September 30,
                                               --------------------------    --------------------------    -----------
                                                   2003           2002           2003           2002           2003
                                               -----------    -----------    -----------    -----------    -----------
Operating Expenses:
<S>                                            <C>               <C> <C>     <C>            <C>            <C>
Management and Consulting Fees                 $        --       $ 3 ,500    $        --    $    24,500    $   552,497
General & Administrative Expenses                   60,250        155,898        192,627        162,535        614,295
                                               -----------    -----------    -----------    -----------    -----------
Total Operating Expenses                            60,250        159,398        192,627        187,035      1,166,792
                                               -----------    -----------    -----------    -----------    -----------
Operating Income (Loss)                            (60,250)      (159,398)      (192,627)      (187,035)    (1,166,792)
Other Expenses (Income)
Interest expense                                     1,436          1,436          4,262          1,436         36,740
Interest (income)                                       --             --             --         (1,405)       (21,830)
Write-off of other receivables                          --             --             --             --        218,802
Write-off of acquisition costs                          --             --             --             --        461,000
Income tax expense                                      --             --             --             --          5,600
Other, net                                              --             --             --             --         (1,500)
                                               -----------    -----------    -----------    -----------    -----------

         Net Income (Loss)                     $   (61,686)   $  (160,834)   $  (196,889)   $  (187,066)   $(1,865,604)
                                               ===========    ===========    ===========    ===========    ===========


Basic and Diluted Earnings (Loss) per
Common                                         $     (0.16)   $     (0.42)   $     (0.51)   $     (0.48)   $     (4.81)
                                               ===========    ===========    ===========    ===========    ===========


Weighted-Average Common Shares Outstanding         387,500        387,500        387,500        387,500        387,500
                                               ===========    ===========    ===========    ===========    ===========
</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
                                                             Nine Months Ended      (Inception) through
                                                               September 30,           September 30,
                                                         --------------------------    -----------
                                                             2003           2002           2003
                                                         -----------    -----------    -----------
Cash Flows from Operating Activities:
<S>                                                      <C>            <C>            <C>
     Net Income (Loss)                                   $  (196,889)   $  (187,066)   $(1,865,604)
                                                         -----------    -----------    -----------

     Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
      Value of stock options granted below fair value             --             --        223,502
      Compensation expense on stock options granted
         to consultants                                        5,000         94,995        109,995
      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                  191,889         81,540        468,684
                                                         -----------    -----------    -----------

Net Cash Used by Operating Activities                             --           (696)      (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                 --           (696)            24

         Cash at Beginning of Period                              24            748             --
                                                         -----------    -----------    -----------

                  Cash at End of Period                  $        24    $        52    $        24
                                                         ===========    ===========    ===========

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
                               September 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 accompanying  unaudited interim  financial  statements have been prepared in
accordance  with Form  10-QSB  instructions  and in the  opinion  of  management
contains  all  adjustments  (consisting  of only normal  recurring  adjustments)
necessary to present fairly the financial position of NewCom International, Inc.
as of September  30, 2003,  the results of  operations  for the three months and
nine months ended  September 30, 2003 and 2002, the statements of cash flows for
the nine months ended June 30, 2002 and 2001, and the statement of stockholders'
equity (deficit) for the six months ended June 30, 2002. These results have been
determined  on the  basis  of  accounting  principles  and  practices  generally
accepted in the United  States and applied  consistently  with those used in the
preparation of the Company's 2002 financial statements.

Certain information and footnote  disclosures normally included in the financial
statements presented in accordance with accounting principles generally accepted
in the United States have been  condensed or omitted.  It is suggested  that the
accompanying  financial  statements  be read in  conjunction  with the financial
statements  and notes thereto  incorporated  by reference in the Company's  2002
financial statements.

Reverse Stock Split

On October  28,  2003,  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 and the number of authorized  shares of common
stock from  100,000,000  to 2,500,000.  Accordingly,  the loss per share amounts
were retroactively adjusted to reflect the stock split.

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.



                                       5
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

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

Going Concern and Management's Plans

NewCom has a history of losses, has not commenced  significant  operations,  and
has limited  financial  resources.  Such matters raise  substantial  doubt about
NewCom's ability to continue as a going concern. Management's plans with respect
to these conditions are to continue  searching for additional sources of capital
and new operating opportunities. There are no assurances that management will be
successful in these efforts. In the interim, NewCom will continue operating with
minimal  overhead and key  administrative  and management  functions,  which are
provided by consultants. Accordingly, the accompanying financial statements have
been presented under the assumption NewCom will continue as a going concern.  No
adjustments have been made to the accompanying  financial statements as a result
of this uncertainty.

On October 28, 2003, the Company  completed a share purchase and  reorganization
with Paradise Pizza,  Inc., a California  corporation,  pursuant to a securities
purchase  agreement and plan of  reorganization,  and on November 14, 2003,  the
Company,  by and through its wholly  owned  subsidiary,  Paradise  Pizza,  Inc.,
completed  the  acquisition  of  H&H  Pizza,  Inc.,  a  California  corporation.
Management  believes that these  transactions  have  sufficiently  addressed the
absence of operating revenues and capital resources (see Note 6).

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 September 30, 2003:

<TABLE>
<CAPTION>
                               Balances at                            Balances at
                               September                              September 30,
Due From                       30, 2003          Amounts Reserved     2003
--------------------------     --------------    -----------------    ---------------
<S>                            <C>                <C>                 <C>
Casino Management of
America, Inc.                  $ 100,000          $(100,000)          $   --
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>


                                       6
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

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
September 30, 2003 (see Note 2).

NewCom's board of directors has approved  consulting  agreements during 2002 and
subsequent thereto,  which provide for cash or stock compensation,  or both. The
agreements  generally  may be  terminated  at any time after one year.  NewCom's
chief executive intends to retain these individuals for the foreseeable  future.
See Note 4 for further discussion.




                                       7
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 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.

Subsequent to September 30, 2003,  NewCom designated and issued 2,000,000 shares
of its undesignated preferred stock as Series A Convertible Preferred Stock, and
NewCom  designated and issued  19,633,332  shares of its undesignated  preferred
stock as Series B Convertible Preferred Stock (see Note 6).

Common Stock

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

In July 2002,  the Company  entered into an agreement with a consultant for debt
resolution  and  dispute  services  to  be  performed.  The  Company  agreed  to
compensate  this  consultant  with a quarterly fee of $7,500 payable in cash. In
addition to the cash compensation, the Company agreed to pay a success fee equal
to 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  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  and  are
antidilutive.  As a result,  the Company expects to record additional expense to
the statement of operations to reflect this provision.



                                       8
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 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 and are  antidilutive.  As a result,  the
Company expects to record  additional  expense to the statement of operations to
reflect this provision.

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. These shares are antidilutive and, as a result, the Company
expects to record  additional  expense to the statement of operations to reflect
this provision.

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.  These shares are antidilutive,
and as a result,  the  Company  expects  to  record  additional  expense  to the
statement of operations to reflect this provision.

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  recorded 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.






                                       9
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

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.

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.

6. Subsequent Events

Director Shares

On October 24, 2003, the board of directors approved the grant of 125,000 shares
of common  stock to a former  director  as a bonus.  On October  30,  2003,  the
Company  issued  41,666  shares under the 2002 Stock Plan having an  approximate
market  value of  $83,000.  As a result,  the Company  will  record  $250,000 in
deferred compensation, which will be amortized over a one year period.

Series A Preferred Stock

On October 27,  2003,  the board of  directors  of NewCom  designated  2,000,000
shares of its  undesignated  preferred  stock as Series A Convertible  Preferred
Stock.  The Series A Preferred  Stock may be converted  into common stock at the
option  of the  holder  of such  Series A  Preferred  Stock at any time  that is
one-hundred  thirty days after the issuance of such Series A Preferred Stock. At
such time,  each share of Series A Preferred  Stock may be  converted  into such
number of shares of common stock as is determined by  multiplying  the number of
issued and outstanding shares of NewCom's common stock on a fully-diluted  basis
as of the date of conversion by .000001.  The Series A Preferred  Stock received
dividends  on an as converted  basis with the common  stock,  has a  liquidation
preference  of $0.50 per share,  and is redeemable by NewCom at any time that is
one-hundred ninety days after the issuance of such Series A Preferred Stock at a
price of $0.001 per share.

Settlement Agreements

On October 27, 2003,  NewCom  entered into  settlement  agreements  with various
creditors,  including  various  consultants,  pursuant to which NewCom issued an
aggregate  of 2,000,000  shares of Series A Preferred  Stock and agreed to issue
2,375,000 shares of common stock under the 2002 Stock Plan. On October 30, 2003,
the Company issued 958,334 of these shares,  but it has not issued the remainder
of these shares.




                                       10
<PAGE>

                           NEWCOM INTERNATIONAL, Inc.
                             (A Blank-Check Company)
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

6. Subsequent Events (Continued)

Series B Preferred Stock

On October 27,  2003,  the board of directors  of NewCom  designated  19,633,332
shares of its  undesignated  preferred  stock as Series B Convertible  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 Series B  Preferred  Stock,  NewCom is  required  to take all steps
necessary to amend its  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 such amendment.

Reverse Stock Split

On October  28,  2003,  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 and the number of authorized  shares of common
stock from 100,000,000 to 2,500,000.

Paradise Pizza Reorganization - Change in 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.

Increase in Authorized Capital and Name Change

NewCom has received  approval  from its board of directors and a majority of its
voting  stockholders to amend its amended and restated articles of incorporation
to (i) increase  the number of shares of common stock that NewCom is  authorized
to issue from 2,500,000 to 150,000,000,  and (ii) change the name of the company
to "Skogan  Foods,  Inc." This  amendment is expected to become  effective on or
about  December 1, 2003, at which point,  19,633,332  shares of NewCom's  common
stock will be issued to the holders of the Series B Preferred Stock.

H&H Pizza Acquisition

On November  14,  2003,  NewCom,  by and through  its wholly  owned  subsidiary,
Paradise Pizza, Inc., completed the acquisition of H&H Pizza, Inc., a California
corporation,  in exchange for a secured  promissory note in the principal amount
of $655,335, with $400,000 due by the later of (i) December 16, 2003, or (ii) 20
business days after the filing of a Form 211 (or Rule 15c2-11  Exemption Request
Form) with the NASD with respect to NewCom's  common  stock,  and the  remaining
principal  balance and accrued  interest due November 14, 2004.  The  promissory
note is secured by a pledge of 13,000,000  shares of Series B Preferred Stock of
NewCom. In addition,  NewCom's Chief Executive Officer granted to the sellers of
H&H,  Inc., a warrant to purchase up to  1,000,000  shares of Series B Preferred
Stock of NewCom from the Chief  Executive  Officer at a purchase  price of $0.10
per share.




                                       11
<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.

         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 currently constitutes 93% 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.
Stockholders  holding a majority of the voting  power of the company  have taken
action by written  consent for the purpose of amending  our amended and restated
articles of  incorporation  to (i) increase the number of shares of common stock
that we are authorized to issue from 2,500,000 to  150,000,000,  and (ii) change
the name of the  company  to  "Skogan  Foods,  Inc."  We  anticipate  that  this
amendment  will become  effective on or about  December 1, 2003, at which point,
19,633,332  shares of NewCom's common stock will be issued to the holders of the
Series B preferred stock.

         At the completion of the  reorganization,  Walter  Grieves  resigned as
President  and Chief  Executive  Officer,  but  continues as Secretary  and as a
Director of NewCom.  Chris Marshall became President and Chief Executive Officer
of NewCom. Pursuant to the reorganization,  Mr. Marshall, Paul Pishos, and Gregg
Odell will be appointed to the Board of Directors,  and Mr.  Grieves will resign
as a Director, each to become effective on November 21, 2003.

         Because the stockholders of Paradise Pizza owned  approximately  98% of
the   outstanding   voting   shares  of  NewCom  after  giving   effect  to  the
reorganization,  the acquisition of Paradise Pizza is considered to be a reverse
merger, and Paradise Pizza will be deemed the acquirer for accounting  purposes.
In a reverse merger, the historical  stockholders' equity of the acquirers prior
to the  merger  will be  retroactively  restated  (a  recapitalization)  for the
equivalent  number of shares  received in the merger after giving  effect to any
difference  in par value of the  issuer's and  acquirer's  stock by an offset to
capital.

         On  November  14,  2003,  NewCom,  by  and  through  its  wholly  owned
subsidiary,  Paradise Pizza, Inc., completed the acquisition of H&H Pizza, Inc.,
a  California  corporation,  in exchange  for a secured  promissory  note in the
principal amount of $655,335, with $400,000 due by the later of (i) December 16,
2003,  or (ii) 20 business  days after the filing of a Form 211 (or Rule 15c2-11
Exemption Request Form) with the NASD with respect to NewCom's common stock, and


                                       12
<PAGE>

the remaining  principal balance and accrued interest due November 14, 2004. The
promissory  note is  secured  by a  pledge  of  13,000,000  shares  of  Series B
Preferred Stock of NewCom. In addition,  NewCom's Chief Executive Officer, Chris
Marshall, granted to Tom and Paul Pishos, the sellers of H&H, Inc., a warrant to
purchase up to 1,000,000 shares of Series B Preferred Stock of NewCom from Chris
Marshall at a purchase price of $0.10 per share.

         H&H Pizza owns and  operates  three pizza  restaurants  in the Northern
California area, and it manages an additional 22 pizza restaurants controlled by
Tom  and  Paul  Pishos  pursuant  to  a  management  agreement.  H&H  Pizza  has
approximately 50 employees and approximately $2,000,000 in annual sales.

         Under the terms of the  purchase  agreement,  the Pishos have agreed to
negotiate  in good faith to sell to  Paradise  Pizza the  remaining  restaurants
controlled  by the  Pishos.  In  addition,  Paradise  Pizza has  entered  into a
five-year employment agreement with Paul Pishos.

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.

         As  of  September  30,  2003,  NewCom  had  approximately  $470,000  in
liabilities.  In October 2003,  NewCom  settled a  significant  portion of those
liabilities in exchange for a combination of common stock and Series A Preferred
Stock. In addition,  NewBridge has agreed to cancel any indebtedness  owed to it
in exchange  for a note  receivable  which  NewCom had  previously  written off.
Certain  liabilities for  professional  fees owed by NewCom have been assumed by
third  parties,  and those third  parties have agreed to  indemnify  NewCom from
those liabilities.

         NewCom has recently financed its activities  through advances made by a
related party.  NewCom's former chief executive officer 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  were  retained in an effort to attract  business
opportunities.

         The report of  NewCom's  independent  accountants  for the fiscal  year
ended December 31, 2002 states that due to the absence of operating revenues and
NewCom's  limited capital  resources,  there was doubt about NewCom's ability to
continue  as a going  concern.  NewCom  believes  that the  reorganization  with
Paradise  Pizza,  Inc. and the  subsequent  acquisition  of H&H Pizza,  Inc. has
sufficiently addressed the absence of operating revenues and capital resources.

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

         Because the stockholders of Paradise Pizza owned  approximately  98% of
the   outstanding   voting   shares  of  NewCom  after  giving   effect  to  the
reorganization,  the acquisition of Paradise Pizza is considered to be a reverse
merger, and Paradise Pizza will be deemed the acquirer for accounting  purposes.
In a reverse merger, the historical  stockholders' equity of the acquirers prior


                                       13
<PAGE>

to the  merger  will be  retroactively  restated  (a  recapitalization)  for the
equivalent  number of shares  received in the merger after giving  effect to any
difference  in par value of the  issuer's and  acquirer's  stock by an offset to
capital.  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 Paradise
Pizza,  whose  former  shareholders  now  maintain  control of  NewCom,  will be
recorded at their historical bases.





                                       14
<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

         None.



                                       15
<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

         Current Report on Form 8-K filed July 29, 2003,  disclosing a change in
the Company's auditors.


                                   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.


November 19, 2003                 /s/ Chris Marshall
                                  ---------------------------------------
                                  Chris Marshall
                                  President and Chief Executive Officer
                                  (Principal Executive Officer)


November 19, 2003                 /s/ Chris Marshall
                                  ---------------------------------------
                                  Chris Marshall
                                  President and Chief Executive Officer
                                  (Principal Financial Officer and Principal
                                  Accounting Officer)








                                       16

<PAGE>

                                  CERTIFICATION

I, Chris Marshall, 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.


November 19, 2003                       /s/ Chris Marshall
                                        ---------------------------------------
                                        Chris Marshall
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)






                                       17
<PAGE>

                                  CERTIFICATION

I, Chris Marshall, 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.


November 19, 2003                       /s/ Chris Marshall
                                        ---------------------------------------
                                        Chris Marshall
                                        President and Chief Executive Officer
                                        (Principal Financial Officer)


                                       18
                                      

EX-99.1 TXT

ex99_1.txt

                                      <PAGE>

                                                                    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
September 30, 2003, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report"),  I, Chris Marshall,  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/ Chris Marshall
-----------------------------------------
, Chief Executive Officer
November 19, 2003
                                      

EX-99.2 TXT

ex99_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
September 30, 2003, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report"), I, Chris Marshall, acting 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/ Chris Marshall
-----------------------------------------
Chris Marshall, Chief Executive Officer
November 19, 2003