<PAGE>

    As filed with the Securities and Exchange Commission on October 30, 2003
                                                     Registration No. __________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           NewCom International, inc.
             (Exact name of registrant as specified in its charter)

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

         2102 Business Center Drive, Suite 130, Irvine, California 92612
               (Address of Principal Executive Offices) (Zip Code)

             NewCom International, inc. 2002 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 Chris Marshall
                      President and Chief Executive Officer
                      2102 Business Center Drive, Suite 130
                            Irvine, California 92612
                             -----------------------
                     (Name and address of agent for service)
                                 (949) 717-0630
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                              Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
<S>                                                   <C>                   <C>              <C>                   <C>
Common Stock,  $.001 par value to be issued pursuant
to  the  2002  NewCom   International,   Inc.  Stock
Compensation Plan                                         1,000,000 shares       $2.40            $2,400,000           $194.16
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         common  stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the last sale of the Registrant's  common
         stock on October 28,  2003,  as reported in the  over-the-counter  pink
         sheets market.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1.       Our Annual  Report on Form  10-KSB  for the fiscal  year ended
                  December 31, 2002.

         2.       Our Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 2003.

         3.       Our Current Report on Form 8-K filed July 29, 2003.

         4.       Our  Preliminary  Information  Statement on Schedule 14C filed
                  October 29, 2003.

         5.       Our Information  Statement on Schedule 14F-1 filed October 30,
                  2003.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning  us at  the  following  address:  Walter  Grieves,  Secretary,  2102
Business Center Drive, Suite 130, Irvine, California, 92612; (949) 717-0630.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Spectrum Law Group,  LLP and certain  affiliates of Spectrum Law Group,
LLP have a right to receive 500,000 shares of our common stock.

Item 6.  Indemnification of Directors and Officers.

         Nevada Statutes

         Section 78.7502 of the Nevada Revised  Statutes,  as amended,  provides
for the  indemnification  of the Company's  officers,  directors,  employees and
agents under certain circumstances as follows:

         "1. A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      Acted  in  good  faith  and  in  a  manner  which  he
                           reasonably  believed  to be in or not  opposed to the
                           best interests of the corporation,  and, with respect
                           to  any  criminal   action  or  proceeding,   had  no
                           reasonable cause to believe his conduct was unlawful.



                                       2
<PAGE>

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

         2. A  corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      Acted  in  good  faith  and  in  a  manner  which  he
                           reasonably  believed  to be in or not  opposed to the
                           best interests of the corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

         3. To the  extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense. (Added to NRS by 1997, 694; A 2001, 3175)"

Amended and Restated Articles of Incorporation

         Our Amended and Restated  Articles of  Incorporation  provides that, to
the  fullest  extent  permitted  by Nevada  law,  an officer or  director of our
corporation   shall  not  be  personally   liable  to  our  corporation  or  its
stockholders  for  monetary  damages  due to  breach of  fiduciary  duty as such
officer or director. Our Bylaws also contain a provision for the indemnification
of our  directors  (see  "Indemnification  of  Directors  and Officers - Bylaws"
below).

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                   "ARTICLE XI
                                 INDEMNIFICATION

         Section 43.  Indemnification of Directors,  Executive  Officers,  Other
Officers, Employees and Other Agents.

         (a.) Directors Officers.  The corporation shall indemnify its directors
and  officers  to the  fullest  extent  not  prohibited  by the  Nevada  General
Corporation Law; provided,  however,  that the corporation may modify the extent
of such indemnification by individual contracts with its directors and officers;
and provided,  further that the  corporation  shall not be required to indemnify
any director and officer in



                                       3
<PAGE>

connection with any proceeding (or part thereof) initiated by such person unless
(i) such  indemnification  is  expressly  required  to be made by law,  (ii) the
proceeding  was authorized by the Board of Directors of the  corporation,  (iii)
such  indemnification  is provided by the  corporation,  in its sole discretion,
pursuant  to the  powers  vested in the  corporation  under the  Nevada  General
Corporation  Law or (iv)  such  indemnification  is  required  to be made  under
subsection (d).

         (b.) Employees and Other Agents.  The Corporation  shall have the power
to indemnify its  employees and other agents as set forth in the Nevada  General
Corporation Law.

         (c.) Expense. The Corporation shall advance to any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that he is or was a directors  or officer,
of the corporation,  or is or was serving at the request of the corporation as a
director or officer or executive  officer of another  corporation,  partnership,
joint venture, trust or other enterprise,  prior to the final disposition of the
proceeding,  promptly  following request therefor,  all expenses incurred by any
director  or officer  in  connection  with such  proceeding  upon  receipt of an
undertaking  by or on behalf of such person to repay said mounts if it should be
determined  ultimately that such person is not entitled to be indemnified  under
this Bylaw or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
paragraph (e) of this Bylaw,  no advance shall be made by the  corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation in which event this paragraph shall not apply)
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  id a  determination  is reasonably  and promptly made (i) by the
Board of Directors by a majority  vote of a quro9m  consisting  of directors who
were not parties to the  proceeding,  or (ii) if such quorum is not  obtainable,
or, even if  obtainable,  a quorum of  disinterested  directors  so directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
corporation.

         (d.)  Enforcement.  Without the  necessity of entering  into an express
contract,  all rights to indemnification  and advances to directors and officers
under this Bylaw shall be deemed to be  contractual  rights and be  effective to
the same extent and as if provided for in a contract between the corporation and
the director or officer.  Any right to  indemnification  or advances  granted by
this Bylaw to a director or officer shall be  enforceable by or on behalf of the
person holding such right in a court of competent  jurisdiction if (i) the claim
for  indemnification  or  advances  is  denied,  in whole  or in part,  shall be
entitled to be paid also the expense of  prosecuting  his claim.  In  connection
with any such action that the  claimant has not met the standard of conduct that
make it permissible under the Nevada General Corporation Law for the corporation
to indemnify the claimant for the amount  claimed.  In connection with any claim
by an officer of the  corporation  (except in any  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such officer is or was a director of the  corporation)  for  advances,  the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not  believe  to be in or not  opposed  in the best  interest  of the
corporation,  or with respect to any  criminal  action or  proceeding  that such
person acted  without  reasonable  cause to believe that his conduct was lawful.
Neither  the  failure  of the  corporation  (including  its  Board of  Director,
independent  legal  counsel or its  stockholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set  forth  in the  Nevada  General  Corporation  Law,  nor  an  actual
determination by the corporation (including its Board of Directors,  independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that  claimant  has not met the  applicable  standard  of  conduct.  In any suit
brought by a director or



                                       4
<PAGE>

officer to enforce a right to  indemnification  or to an advancement of expenses
hereunder,  the burden of providing that the director or officer is not entitled
to be indemnified,  or to such advancement or expenses, under this Article XI or
otherwise shall be on the corporation.

         (e.)  Non-Exclusivity  of Rights. The rights conferred on any person by
this Bylaw shall not be  exclusive  of any other right which any person may have
or  hereafter   acquire  under  any  statute,   provision  of  the  Articles  of
Incorporation,   Bylaws,   agreement,  vote  of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual  contracts with contracts with any or all of
its directors,  officers,  employees or agents  respecting  indemnification  and
advances, to the fullest extent not prohibited by the Nevada General Corporation
Law.

         (f.)  Survival of Rights.  The rights  conferred  on any person by this
Bylaw shall  continue  as to a person who has ceased to be a director,  officer,
employee or other  agent and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

         (g.) Insurance.  To the fullest extent  permitted by the Nevada General
Corporation Law, the corporation,  upon approval by the Board of Directors,  may
purchase  insurance  on  behalf  of  any  person  required  or  permitted  to be
indemnified pursuant to this Bylaw.

         (h.) Amendments. Any repeal or modification of this Bylaw shall only be
prospective  and shall not affect  the rights  under this Bylaw in effect at the
time of the  alleged  occurrence  of any action or  omission  to act that is the
cause of any proceeding against any agent of the corporation.

         (i.)  Saving  Clause.  If this  Bylaw or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
corporation  shall  nevertheless  indemnify each director or officer to the full
extent not  prohibited  by any  applicable  portion of this Bylaw that shall not
have been invalidated, or by any other applicable law.

         (j) Certain Definitions.  For the purposes of this Bylaw, the following
definitions shall apply:

         (i.) The  term  "proceeding"  shall  be  broadly  construed  and  shall
include,  without  limitation,  the  investigation,   preparation,  prosecution,
defense, settlement,  arbitration and appeal of, and the giving of testimony in,
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

         (ii.) The term "expenses" shall be broadly construed and shall include,
without limitation,  court costs,  attorneys' fees, witness fees, fines, amounts
paid in settlement or judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.

         (iii.)  The  term  "corporation"  shall  include,  in  addition  to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers, and employee or agents, so that any person who is or was a
director,  officer, or employee or agent of such constituent corporation,  or is
or was  serving at the  request of such  constituent  corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to resulting or surviving  corporation
as he would have with respect to such  constituent  corporation  if its separate
existence had continued.

         (iv.)  References  to a  "director,"  "executive  officer,"  "officer,"
"employee," or "agent" of the  corporation  shall include,  without  limitation,
situations  where such person is serving at the request of the  corporation  as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

                                       5
<PAGE>

         (v.) References to "other  enterprises"  shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee,  benefit  plan;  and  references to "serving at the
request of the  corporation"  shall include any service as a director,  officer,
employee  or agent of the  corporation  which  imposes  duties  on, or  involves
services  by, such  director,  officer,  employee,  or agent with  respect to an
employee  benefit plan, its  participants,  or  beneficiaries;  and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the  participants  and  beneficiaries  of an employee  benefit  plan shall be
deemed to have  acted in a manner  "not  opposed  to the best  interests  of the
corporation" as referred to in this Bylaw.


Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit
Number         Description
------         -----------
4.1            NewCom International, Inc. 2002 Stock Compensation Plan
5.1            Opinion of Spectrum Law Group, LLP re: legality of shares.
23.1           Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).
23.2           Consent of Pohl, McNabola, Berg & Company
23.3           Consent of McKennon, Wilson and Morgan, LLP


Item 9.  Undertakings.

                  A. The undersigned registrant hereby undertakes to file during
any  period  in which  offers  or sales of the  securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       6
<PAGE>

                                   SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irvine, State of California, on October 30, 2003.



                                NEWCOM INTERNATIONAL, INC.



                                By: /s/ Chris Marshall
                                    ------------------------------------------
                                    Chris Marshall, President and Chief
                                    Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


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

/s/ Walter Grieves              Director                October 30, 2003
-----------------------
Walter Grieves
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 26261}]
{"company-data": {"conformed-name": "NEWCOM INTERNATIONAL INC", "cik": "0001058553", "assigned-sic": "6770", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110088", "film-number": "03966434"}, "business-address": {"street1": "515 WEST PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA V6B 6H5", "city": "TUCSON", "state": "AZ", "zip": "85750"}, "mail-address": {"street1": "515 WEST PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA V6B 6H5"}, "former-company": {"former-conformed-name": "PHILEO MANAGEMENT CO INC /AZ", "date-changed": "20000502"}}
As filed with the Securities and Exchange Commission on October 30, 2003
                                                     Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           NewCom International, inc.
             (Exact name of registrant as specified in its charter)

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

         2102 Business Center Drive, Suite 130, Irvine, California 92612
               (Address of Principal Executive Offices) (Zip Code)

             NewCom International, inc. 2002 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 Chris Marshall
                      President and Chief Executive Officer
                      2102 Business Center Drive, Suite 130
                            Irvine, California 92612
                             -----------------------
                     (Name and address of agent for service)
                                 (949) 717-0630
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
Common Stock,  $.001 par value to be issued pursuant
to  the  2002  NewCom   International,   Inc.  Stock
Compensation Plan                                         1,000,000 shares       $2.40            $2,400,000           $194.16
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
(1)      This  Registration  Statement shall also cover any additional shares of
         common  stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the last sale of the Registrant's  common
         stock on October 28,  2003,  as reported in the  over-the-counter  pink
         sheets market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1.       Our Annual  Report on Form  10-KSB  for the fiscal  year ended
                  December 31, 2002.

         2.       Our Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 2003.

         3.       Our Current Report on Form 8-K filed July 29, 2003.

         4.       Our  Preliminary  Information  Statement on Schedule 14C filed
                  October 29, 2003.

         5.       Our Information  Statement on Schedule 14F-1 filed October 30,
                  2003.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning  us at  the  following  address:  Walter  Grieves,  Secretary,  2102
Business Center Drive, Suite 130, Irvine, California, 92612; (949) 717-0630.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Spectrum Law Group,  LLP and certain  affiliates of Spectrum Law Group,
LLP have a right to receive 500,000 shares of our common stock.

Item 6.  Indemnification of Directors and Officers.

         Nevada Statutes

         Section 78.7502 of the Nevada Revised  Statutes,  as amended,  provides
for the  indemnification  of the Company's  officers,  directors,  employees and
agents under certain circumstances as follows:

         "1. A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      Acted  in  good  faith  and  in  a  manner  which  he
                           reasonably  believed  to be in or not  opposed to the
                           best interests of the corporation,  and, with respect
                           to  any  criminal   action  or  proceeding,   had  no
                           reasonable cause to believe his conduct was unlawful.

                                       2
The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

         2. A  corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      Acted  in  good  faith  and  in  a  manner  which  he
                           reasonably  believed  to be in or not  opposed to the
                           best interests of the corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

         3. To the  extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense. (Added to NRS by 1997, 694; A 2001, 3175)"

Amended and Restated Articles of Incorporation

         Our Amended and Restated  Articles of  Incorporation  provides that, to
the  fullest  extent  permitted  by Nevada  law,  an officer or  director of our
corporation   shall  not  be  personally   liable  to  our  corporation  or  its
stockholders  for  monetary  damages  due to  breach of  fiduciary  duty as such
officer or director. Our Bylaws also contain a provision for the indemnification
of our  directors  (see  "Indemnification  of  Directors  and Officers - Bylaws"
below).

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                   "ARTICLE XI
                                 INDEMNIFICATION

         Section 43.  Indemnification of Directors,  Executive  Officers,  Other
Officers, Employees and Other Agents.

         (a.) Directors Officers.  The corporation shall indemnify its directors
and  officers  to the  fullest  extent  not  prohibited  by the  Nevada  General
Corporation Law; provided,  however,  that the corporation may modify the extent
of such indemnification by individual contracts with its directors and officers;
and provided,  further that the  corporation  shall not be required to indemnify
any director and officer in

                                       3
connection with any proceeding (or part thereof) initiated by such person unless
(i) such  indemnification  is  expressly  required  to be made by law,  (ii) the
proceeding  was authorized by the Board of Directors of the  corporation,  (iii)
such  indemnification  is provided by the  corporation,  in its sole discretion,
pursuant  to the  powers  vested in the  corporation  under the  Nevada  General
Corporation  Law or (iv)  such  indemnification  is  required  to be made  under
subsection (d).

         (b.) Employees and Other Agents.  The Corporation  shall have the power
to indemnify its  employees and other agents as set forth in the Nevada  General
Corporation Law.

         (c.) Expense. The Corporation shall advance to any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that he is or was a directors  or officer,
of the corporation,  or is or was serving at the request of the corporation as a
director or officer or executive  officer of another  corporation,  partnership,
joint venture, trust or other enterprise,  prior to the final disposition of the
proceeding,  promptly  following request therefor,  all expenses incurred by any
director  or officer  in  connection  with such  proceeding  upon  receipt of an
undertaking  by or on behalf of such person to repay said mounts if it should be
determined  ultimately that such person is not entitled to be indemnified  under
this Bylaw or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
paragraph (e) of this Bylaw,  no advance shall be made by the  corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation in which event this paragraph shall not apply)
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  id a  determination  is reasonably  and promptly made (i) by the
Board of Directors by a majority  vote of a quro9m  consisting  of directors who
were not parties to the  proceeding,  or (ii) if such quorum is not  obtainable,
or, even if  obtainable,  a quorum of  disinterested  directors  so directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
corporation.

         (d.)  Enforcement.  Without the  necessity of entering  into an express
contract,  all rights to indemnification  and advances to directors and officers
under this Bylaw shall be deemed to be  contractual  rights and be  effective to
the same extent and as if provided for in a contract between the corporation and
the director or officer.  Any right to  indemnification  or advances  granted by
this Bylaw to a director or officer shall be  enforceable by or on behalf of the
person holding such right in a court of competent  jurisdiction if (i) the claim
for  indemnification  or  advances  is  denied,  in whole  or in part,  shall be
entitled to be paid also the expense of  prosecuting  his claim.  In  connection
with any such action that the  claimant has not met the standard of conduct that
make it permissible under the Nevada General Corporation Law for the corporation
to indemnify the claimant for the amount  claimed.  In connection with any claim
by an officer of the  corporation  (except in any  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such officer is or was a director of the  corporation)  for  advances,  the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not  believe  to be in or not  opposed  in the best  interest  of the
corporation,  or with respect to any  criminal  action or  proceeding  that such
person acted  without  reasonable  cause to believe that his conduct was lawful.
Neither  the  failure  of the  corporation  (including  its  Board of  Director,
independent  legal  counsel or its  stockholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set  forth  in the  Nevada  General  Corporation  Law,  nor  an  actual
determination by the corporation (including its Board of Directors,  independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that  claimant  has not met the  applicable  standard  of  conduct.  In any suit
brought by a director or

                                       4
officer to enforce a right to  indemnification  or to an advancement of expenses
hereunder,  the burden of providing that the director or officer is not entitled
to be indemnified,  or to such advancement or expenses, under this Article XI or
otherwise shall be on the corporation.

         (e.)  Non-Exclusivity  of Rights. The rights conferred on any person by
this Bylaw shall not be  exclusive  of any other right which any person may have
or  hereafter   acquire  under  any  statute,   provision  of  the  Articles  of
Incorporation,   Bylaws,   agreement,  vote  of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual  contracts with contracts with any or all of
its directors,  officers,  employees or agents  respecting  indemnification  and
advances, to the fullest extent not prohibited by the Nevada General Corporation
Law.

         (f.)  Survival of Rights.  The rights  conferred  on any person by this
Bylaw shall  continue  as to a person who has ceased to be a director,  officer,
employee or other  agent and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

         (g.) Insurance.  To the fullest extent  permitted by the Nevada General
Corporation Law, the corporation,  upon approval by the Board of Directors,  may
purchase  insurance  on  behalf  of  any  person  required  or  permitted  to be
indemnified pursuant to this Bylaw.

         (h.) Amendments. Any repeal or modification of this Bylaw shall only be
prospective  and shall not affect  the rights  under this Bylaw in effect at the
time of the  alleged  occurrence  of any action or  omission  to act that is the
cause of any proceeding against any agent of the corporation.

         (i.)  Saving  Clause.  If this  Bylaw or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
corporation  shall  nevertheless  indemnify each director or officer to the full
extent not  prohibited  by any  applicable  portion of this Bylaw that shall not
have been invalidated, or by any other applicable law.

         (j) Certain Definitions.  For the purposes of this Bylaw, the following
definitions shall apply:

         (i.) The  term  "proceeding"  shall  be  broadly  construed  and  shall
include,  without  limitation,  the  investigation,   preparation,  prosecution,
defense, settlement,  arbitration and appeal of, and the giving of testimony in,
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

         (ii.) The term "expenses" shall be broadly construed and shall include,
without limitation,  court costs,  attorneys' fees, witness fees, fines, amounts
paid in settlement or judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.

         (iii.)  The  term  "corporation"  shall  include,  in  addition  to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers, and employee or agents, so that any person who is or was a
director,  officer, or employee or agent of such constituent corporation,  or is
or was  serving at the  request of such  constituent  corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to resulting or surviving  corporation
as he would have with respect to such  constituent  corporation  if its separate
existence had continued.

         (iv.)  References  to a  "director,"  "executive  officer,"  "officer,"
"employee," or "agent" of the  corporation  shall include,  without  limitation,
situations  where such person is serving at the request of the  corporation  as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

                                       5
(v.) References to "other  enterprises"  shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee,  benefit  plan;  and  references to "serving at the
request of the  corporation"  shall include any service as a director,  officer,
employee  or agent of the  corporation  which  imposes  duties  on, or  involves
services  by, such  director,  officer,  employee,  or agent with  respect to an
employee  benefit plan, its  participants,  or  beneficiaries;  and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the  participants  and  beneficiaries  of an employee  benefit  plan shall be
deemed to have  acted in a manner  "not  opposed  to the best  interests  of the
corporation" as referred to in this Bylaw.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit
Number         Description
------         -----------
4.1            NewCom International, Inc. 2002 Stock Compensation Plan
5.1            Opinion of Spectrum Law Group, LLP re: legality of shares.
23.1           Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).
23.2           Consent of Pohl, McNabola, Berg & Company
23.3           Consent of McKennon, Wilson and Morgan, LLP

Item 9.  Undertakings.

                  A. The undersigned registrant hereby undertakes to file during
any  period  in which  offers  or sales of the  securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irvine, State of California, on October 30, 2003.

                                NEWCOM INTERNATIONAL, INC.

                                By: /s/ Chris Marshall
                                    ------------------------------------------
                                    Chris Marshall, President and Chief
                                    Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

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

/s/ Walter Grieves              Director                October 30, 2003
-----------------------
Walter Grieves