`UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

                                  (Mark One)

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

                        For the quarterly period ended
                                 June 30, 2002

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

        For the transition period from ______________ to _____________

                        Commission file number 0-30587

                       NEWPORT INTERNATIONAL GROUP, INC.
       (Exact name of small business issuer as specified in its charter)


                          DELAWARE                      23-3030650
               (State or other jurisdiction of       (I.R.S. Employer
               incorporation or organization)       Identification No.)


              11863 Wimbledon Circle, #418, Wellington, FL 33414
                   (Address of principal executive offices)

                                (561) 389-6725
               (Issuer's telephone number, including area code)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.

                               [X] Yes   [ ] No

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

                         Outstanding at June 30, 2002
                  Common Stock, par value $0.0001 - 6,606,232

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




                         PART I - FINANCIAL STATEMENTS


ITEM 1.  FINANCIAL STATEMENTS


                        NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                                BALANCE SHEETS



                  ASSETS
                  ------

                                                       June 30,
                                                         2002           December 31,
                                                      (Unaudited)           2001
                                                       ----------        ----------
Cash and Cash Equivalents                                     261               660

Investment Securities                                     222,230           264,474

Officer Advances                                           12,914            25,830

Prepaid Financing Costs                                     9,868             9,868

Land Deposits and Deferred Development Costs               28,501             8,501

Property and Equipment                                      1,919             1,816

Deferred Tax Asset                                         18,900             2,400
                                                       ----------        ----------
                                                       $  294,593        $  313,549
                                                       ==========        ==========

   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
   ----------------------------------------

Liabilities:

   Line of credit                                          49,693                 -

   Accounts payable                                        15,884             2,417

   Accrued liabilities, related parties                    19,009                 -

   Loan payable, stockholder                              342,000           312,000
                                                       ----------        ----------
Total Liabilities                                         426,586           314,417
                                                       ----------        ----------
Commitments                                                     -                 -

Stockholders' Deficiency:

   Preferred stock - $.0001 par value,
     5,000,000 shares authorized, no shares
     issued and outstanding                                     -                 -
   Common stock - $.0001 par value,
     20,000,000 shares authorized,
     6,606,292 shares and 6,575,804 issued and
     outstanding, respectively                                661               658
   Stock subscription receivable                             (500)          (58,600)
   Additional paid-in capital                             604,200           325,034
   Deficit accumulated during development stage          (704,469)         (263,872)
   Accumulated other comprehensive loss                   (31,885)           (4,088)
                                                       ----------        ----------
Total Stockholders' Deficiency                           (131,993)             (868)
                                                       ----------        ----------
                                                       $  294,593        $  313,549
                                                       ==========        ==========



                 See notes to condensed financial statements.



                                      2




                        NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS




                                                Three Months Ended June 30,     Six Months Ended June 30,      Cumulative
                                                ---------------------------    --------------------------    From Inception
                                                    2002           2001           2002           2001        --------------
                                                 (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)      (Unaudited)

Revenues:
  Investment income                              $      549     $        -     $    2,054     $        -       $    6,022
                                                 ----------     ----------     ----------     ----------       ----------
Costs and Expenses:
  Professional fees                                  14,550         12,934         72,529         17,840          162,088
  Consulting fees                                     3,800         25,248          3,800         25,248          126,548
  Rent, related parties                               1,500          5,000          3,000          5,000           18,947
  General and administrative                         18,491          5,124         37,502          7,190           67,088
  Interest, stockholder                              11,008              -        325,820              -          335,820
                                                 ----------     ----------     ----------     ----------       ----------
                                                     49,349         48,306        442,651         55,278          710,491
                                                 ----------     ----------     ----------     ----------       ----------
Net Loss                                         $  (48,800)    $  (48,306)    $ (440,597)    $  (53,278)      $ (704,469)
                                                                                                               ==========

Other Comprehensive Loss                            (24,031)             -        (27,797)             -
                                                 ----------     ----------     ----------     ----------
Comprehensive Loss                               $  (72,831)    $  (48,306)    $ (468,394)    $  (55,278)
                                                 ----------     ----------     ----------     ==========
Net Loss Per Common Share                        $    (0.01)    $    (0.01)    $    (0.07)    $    (0.01)
                                                 ==========     ==========     ==========     ==========
Weighted Average Common Shares Outstanding        6,591,327      5,000,000      6,587,994      5,000,000
                                                 ==========     ==========     ==========     ==========



                 See notes to condensed financial statements.



                                      3




                        NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                        Six Months Ended June 30,         Cumulative
                                                           2002             2001        from Inception
                                                       (Unaudited)      (Unaudited)      (Unaudited)

Cash Flows From Operating Activities:
   Net loss                                            $  (440,597)     $   (53,408)     $ (704,469)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
  Depreciation                                                 393               32             869
  Expenses paid by issuance of common stock                  5,970                -           7,196
  Expenses paid on behalf of Company by stockholder              -                -             829
  Beneficial conversion on loan payable, stockholder       307,800                -         307,800
  Officer advances recorded as compensation                 12,916                -          12,916
  Change in operating assets and liabilities:
    Increase in prepaid financing costs                          -           (9,868)         (9,868)
    Increase in land deposits and deferred
     development costs                                     (20,000)               -         (28,501)
    Increase in accounts payable                            13,467                -          15,884
    Increase in accrued liabilities, related parties        19,009                -          19,009
                                                       -----------      -----------     -----------
      Net cash used in operating activities               (101,042)         (63,244)       (378,335)
                                                       -----------      -----------     -----------

Cash Flows From Investing Activities:
  Purchases of property and equipment                         (496)            (381)         (2,788)
  Purchases of investment securities                        (2,054)               -        (273,016)
                                                       -----------      -----------     -----------
      Net cash used in investing activities                 (2,550)            (381)       (275,804)
                                                       -----------      -----------     -----------
Cash Flows From Financing Activities:
  Proceeds from Line of Credit                              49,693                -          49,693
  Proceeds of loans from officer                                 -                -          33,460
  Repayment of loans from officer                                -          (31,160)        (33,460)
  Cash advanced to officer                                       -                -         (25,830)
  Proceeds from convertible debenture                       30,000                -         342,000
  Proceeds from issuance of common stock                         -           78,725         157,037
  Proceeds from common stock subscribed                     23,500               35         131,500
                                                       -----------      -----------     -----------
      Net cash provided by financing activities            103,193           47,600         654,400
                                                       -----------      -----------     -----------
Net Increase in Cash and Cash Equivalents                     (399)         (16,025)            261

Cash and Cash Equivalents, Beginning                           660           36,320               -
                                                       -----------      -----------     -----------
Cash and Cash Equivalents, Ending                      $       261      $    20,295     $       261
                                                       ===========      ===========     ===========


Supplemental Disclosures of Non-Cash Investing
  and Financing Activities:
    Unrealized loss on investment securities
      available for sale, net of income taxes
      of $18,900                                       $   27,798       $         -
                                                       ===========      ===========



                 See notes to condensed financial statements.



                                      4



                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2002




NOTE 1.SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION

         The  accompanying  unaudited  condensed financial statements have been
         prepared by the Company pursuant  the  rules  and  regulations  of the
         Securities  and  Exchange  Commission  ("SEC")  and, in the opinion of
         management,  include all adjustments (consisting of  normal  recurring
         accruals) necessary  for  fair  presentation  of  financial  position,
         results of operations and cash flows for the interim periods.  Certain
         information  and  footnote  disclosures normally included in financial
         statements prepared in accordance  with  generally accepted accounting
         principles have been condensed or omitted  pursuant  to  the rules and
         regulations  of  the  SEC.   The Company believes that the disclosures
         contained herein are adequate  to  make  the information presented not
         misleading.  The statements of operations  for  the  six  months ended
         June  30,  2002  are not necessarily indicative of the results  to  be
         expected for the full  year.   These  unaudited  financial  statements
         should  be  read  in conjunction with the audited financial statements
         and accompanying notes included in the Company's 2001 Annual Report on
         Form 10-K for the year ended December 31, 2001.

         The condensed financial  statements  have  been  prepared  on  a going
         concern  basis,  which  contemplated  the  realization  of  assets and
         satisfaction   of  liabilities  in  the  normal  course  of  business.
         Recurring losses  from  operations  and operating cash constraints are
         potential factors, which, among others,  may indicate that the Company
         will be unable to continue as a going concern  for a reasonable period
         of time.  The independent auditors' report on the  December  31,  2001
         financial statements stated the Company, "{ellipsis} has generated  no
         operating  revenues  and,  accordingly,  has suffered and continues to
         suffer  net  losses.  These factors, among others,  raise  substantial
         doubt about the Company's ability to continue as a going concern.  The
         financial statements do  not include any adjustments that might result
         from the outcome of this uncertainty."

         The  financial  statements do  not  include  adjustments  relating  to
         recoverability and  classification  of recorded assets amounts, or the
         amounts  and classification of liabilities  that  might  be  necessary
         should the  Company  be  unable  to  continue as a going concern.  The
         Company's ability to continue as a going concern is dependent upon its
         ability to generate sufficient cash flow  to meet its obligations on a
         timely basis and ultimately to attain profitable operations.

      DEVELOPMENT STAGE COMPANY

         Newport  International  Group, Inc.  was  originally  incorporated  in
         Delaware on December 27, 1999,  to  serve  as  a  vehicle  to effect a
         merger, exchange of common stock, asset acquisition or other  business
         combination with domestic or foreign private business. The Company  is
         a   real   estate   holding  and  development  company  that  develops
         commercial,  industrial,   and   residential   properties   from   raw
         undeveloped  land which commenced financial activities in 2000.  Since
         that time, the  Company has been principally engaged in organizational
         activities, business



                                      5



                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2002




NOTE 1.SUMMARY  OF BUSINESS  OPERATIONS  AND  SIGNIFICANT  ACCOUNTING  POLICIES
      (Continued)

      DEVELOPMENT STAGE COMPANY (Continued)

         plan development  and  raising  capital.   Accordingly, the Company is
         considered  to  be  in  the  development stage, and  the  accompanying
         financial statements represent those of a development stage company.

      NAME CHANGES

         The Company was originally organized  as  First  Philadelphia  Capital
         Corp.   As  a  result of the business combination on October 30, 2000,
         the Company changed  its  name  to Conservation Anglers Manufacturing,
         Inc.   In January 2001, the Company  again  amended  the  Articles  of
         Incorporation  and  changed  its  name to Newport International Group,
         Inc.

      DEFERRED DEVELOPMENT COSTS

         Costs incurred in connection with acquiring and developing real estate
         have been deferred and capitalized.

      PREPAID FINANCING COSTS

         The  Company  has  capitalized  certain   costs  incurred  related  to
         obtaining financing of the acquisition of land.  The  costs  represent
         non-refundable origination fees which will be amortized over the  term
         of the financing once financing is obtained.

      NET LOSS PER COMMON SHARE

         The  net  loss  per  common  share  in  the accompanying statements of
         operations has been computed based upon the provisions of Statement of
         Financial Accounting Standards No. 128, Earnings Per Share.  The basic
         and diluted net loss per common share in  the  accompanying statements
         of  operations  is  based upon the net loss divided  by  the  weighted
         average number of shares  outstanding during each period.  Diluted per
         share data is the same as basic  per share data since the inclusion of
         all potentially dilutive common shares that would be issuable would be
         anti-dilutive.


NOTE 2.LOAN PAYABLE, STOCKHOLDER

      In 2001, the Company received $312,000  in  loans from a stockholder.  In
      2002,  the  Company  executed  a  convertible debenture  agreement  dated
      January 18, 2002 for $370,000 with  this  stockholder,  of which $342,000
      had  been  funded  at  June 30, 2002.  The debenture, which provides  for
      interest at 12% commencing  February  2002,  is  convertible  into common
      stock of the Company at  $0.10 per share and is due on demand. As of June
      30,  2002,  the  Company  accrued interest of approximately $16,900.  The
      stockholder owned approximately  548,000  shares  of common stock at June
      30, 2002.



                                      6




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2002




NOTE 2.LOAN PAYABLE, STOCKHOLDER (Continued)

      The  total  estimated  fair  value  of the beneficial conversion  feature
      approximated 90% of the face amount of  the  debenture.   As a result, in
      January 2002, the Company recorded a discount in the amount  of  $307,800
      and  amortized  this  discount  as interest expense (additional costs  of
      financing) at the date of issuance,  as  this  is  the date the debenture
      first becomes convertible.

      On July 29, 2002, the Company received the additional  $28,000  due under
      the  terms of the debenture.


NOTE 3.LINE OF CREDIT

      On January 18, 2002, the Company established a line of credit for $50,000
      with  First Union National Bank. The interest rate of the credit line  is
      at prime  plus  1.5%  (6.25% at June 30, 2002) and is adjustable monthly.
      The line is guaranteed  by  certain officers and directors of the Company
      and  is secured by certain investment  securities  held  at  First  Union
      having   a  value  of  approximately  $42,000  at  June  30,  2002.   The
      outstanding balance was $49,693 as of June 30, 2002.


NOTE 4.RELATED PARTY TRANSACTIONS

      OFFICER COMPENSATION

         In 2001,  the  Chief  Executive  Officer  of  the  Company was given a
         $25,830  advance  against  a  salary  to  begin  being paid  in  2002.
         Accordingly, compensation of approximately $14,000   was  recorded for
         the six months ended June 30, 2002.


NOTE 5.COMMITMENTS

      LAND CONTRACTS

         In  November 2000, the President and Chief Executive Officer  executed
         certain  land  contracts to purchase approximately 3,300 acres of land
         for a total of $11,389,600,  which  the Company intended to develop in
         the future.  Such contracts were due  to  close  on September 1, 2001,
         but were extended to March 1, 2002. The President  and Chief Executive
         Officer personally deposited $180,000 into escrow pending  closing and
         the  Company  would have reimbursed him when he assigned the contracts
         to  the Company.  On  February  12,  2002,  the  land  contracts  were
         cancelled  and  the $180,000 deposit was returned to the President and
         Chief Executive Officer.  Simultaneously,  on  February  12, 2002, the
         President and Chief Executive Officer executed a new land  contract to
         purchase  approximately  2,300  acres  of  land  for $15,000,000.  The
         Company deposited $10,000 in escrow pending closing on April 30, 2002.
         The closing on this contract was subsequently extended  until July 29,
         2002  and  as  consideration the Company released the $10,000  to  the
         seller that was  in  escrow.   Subsequently,  the  closing  was  again
         extended  to  September  30, 2002, in consideration for a $25,000 non-
         refundable deposit.



                                      7



                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2002




NOTE 5.COMMITMENTS (Continued)

      LAND CONTRACTS (Continued)

         In December 2001, the President and  Chief  Executive  Officer entered
         into purchase contracts to acquire 45 acres (9 lots) of vacant land in
         Wellington, Florida for a total purchase price of $470,000.  In  April
         2002, the President subsequently closed on two of the nine lots and in
         May  2002,  closed  on  a  third  lot.  The remaining six lots will be
         purchased when and if financing becomes  available.  The President and
         Chief Executive Officer will transfer the  vacant  land to the Company
         in exchange for a purchase price equal to his cost.

      MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT

         The Company entered into an agreement on January 15,  2001, with Union
         Atlantic LC (Union Atlantic), as consultant, to provide management and
         financial  consulting and investment banking services, for  a  fee  of
         $25,000.  The  Company  shall  issue  to  Union  Atlantic a warrant to
         purchase five percent (5%) of the then outstanding common stock of the
         Company (250,000 shares).  The per share exercise price of the warrant
         shall equal the per share price paid by investors in the first covered
         transaction  between  October  31, 2001, and October  31,  2004.   The
         warrant will expire seven (7) years  after  the date of issue, and can
         be exercised at any time in whole or in part.   There is a restriction
         from selling more than 25% of the underlying shares  during any single
         calendar quarter. The warrant had not been issued at August 2, 2002.

      FINANCE CONSULTING AGREEMENTS

         On January 23, 2002, the Company paid $17,500 to PacEquities.com  as a
         retainer and application fee for a loan to acquire and develop land in
         Sumter  County,  Florida, with a maximum loan of $16 million or 95% of
         costs including soft  costs.  The term is five (5) years maximum.  The
         interest rate will be fixed for  the  term of the loan at a rate to be
         determined  at  closing,  with  a minimum rate  of  9%.  The  proposal
         requires a separate Joint Venture  Agreement  be  established  between
         PacEquities.com,  its  investors, and the Company. Project profit  and
         equity participation will  be  required  throughout  the  life  of the
         project  on  a  50%/50%  basis  with  PacEquities.com.  The  agreement
         provides for a 5% commitment fee payable to PacEquities.com's investor
         at  closing.  However,  an  oral  agreement  between  the  Company and
         PacEquities.com's  investor  waived the 5% commitment fee and  instead
         provided for the issuance of 1,000,000  shares of the Company's common
         stock.

         The Company entered into an agreement with  First  Level Capital, Inc.
         on  April  27, 2001, for certain financial consulting  services.   The
         Company agreed  to  issue  20,000  shares of its common stock to First
         Level Capital, Inc. for this service.  The stock was issued August 23,
         2001,  for  $10,000, the value of the  services  to  be  rendered.  On
         February 15,  2002,  the  agreement  was  terminated and the stock was
         returned  to  the  Company and canceled.  Accordingly,  no  accounting
         recognition has been  given  to  this  transaction in the accompanying
         financial statements for 2001.



                                      8



                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2002




NOTE 5.COMMITMENTS (Continued)

      FINANCE CONSULTING AGREEMENTS (Continued)

         The  Company  entered into an agreement dated  April  26,  2002,  with
         vFinance, Inc. for certain financial consulting services.  The Company
         issued 20,000 shares  of  its common stock on April 24, 2002, for this
         service.  The estimated fair  value  of  the common stock issued April
         24, 2002, was $.19 a share, or a total of  $3,800,  which was recorded
         as consulting fees.

         The  Company  entered  into  several financial services agreements  to
         assist the Company in obtaining  financing to purchase land. According
         to the agreements, the Company will  pay  a  fee ranging between 2% to
         3.5% of the gross amount of funding received. As of June 30, 2002, the
         Company paid and capitalized loan origination  fees  related  to these
         agreements of $9,868.

       LOAN PROPOSALS RECEIVED

          On  JUNE  21,  2002,  the  Company  received  a  loan  commitment  of
          $9,745,000  from  Old  Standard  Insurance Company.  This consists of
          approximately $7,700,000 towards the purchase price of $15,000,000 on
          the Sumter County, Florida property.   The  balance is to be used for
          interest reserve, soft costs and various fees.   The interest rate is
          fixed at 14%, the loan fee is 4%, there is a 1% commitment fee due at
          time of acceptance, and an exit fee of 5-10% depending  on  when loan
          is repaid.  There is also a $45,000 due diligence and appraisal  fee.
          THE  COMPANY  DID  NOT  ACCEPT   THE  COMMITMENT  BY JUNE 28, 2002 AS
          REQUIRED  BY  THE  PROPOSAL.  HOWEVER, MANAGEMENT BELIEVES  THAT  THE
          LENDER WILL EXTEND THE COMMITMENT  OFFER  IF  THE  COMPANY DESIRES TO
          ACCEPT IT.

          On  July 2, 2002, Remington Financial Group issued a  financial  loan
          term  sheet  for  $15,000,000  to  the Company.  The interest rate is
          fixed at 10% and there is a commitment  fee  of  2%  due  at  time of
          acceptance.  There is also a due diligence fee of $10,000 in order to
          start the second phase of the due diligence process.

          The Company  is  conducting  its  own due diligence process, and will
          review all the terms of both the above proposals before proceeding to
          any commitment and has not made any commitment as of August 2, 2002.



                                      9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

       The  following  discussion  should  be  read  in  conjunction  with  the
information  contained in the financial statements of the Company and the Notes
thereto appearing elsewhere herein.

PLAN OF OPERATION

       To date,  we  have raised approximately $666,000 in initial seed capital
from friends and family  members  by  selling  our  common  stock and issuing a
convertible  debenture.  We have used these funds to create our  business  plan
and pay the expenses  associated  with  creating and maintaining a company that
files reports with the SEC.  If we are unable  to  obtain sufficient financing,
we will not purchase one or both of the properties.   If we do not purchase the
properties, we should have enough resources for the next 12 to 18 months.

       The  aggregate purchase price of the properties is  approximately  $15.5
million.  Following  the  purchase of the Sumter County property, we anticipate
spending an additional $1 million  to  complete our studies of the property and
the rezoning, permitting and approval process.   With respect to the Wellington
property, we plan to spend approximately $600,000 for infrastructure.

       We plan  to  pay for these costs through the proceeds of debt and equity
financings.  We also  plan  to  seek  community  development  bonds  to pay for
infrastructure  costs,  which  we  estimate  at  $90-$100  million.   Except as
described  below,  we have not yet received a firm commitment for any financing
and there can be no  assurance that we will be able to obtain one.  If adequate
funds are not available,  we  may  be required to delay or curtail our plans or
obtain  funds  by entering into arrangements  with  collaborative  partners  or
others who may require us to relinquish some of our rights to the property.

       On June 21,  2002,  the Company received a loan commitment of $9,745,000
from  Old  Standard Insurance  Company  of  Spokane,  Washington.  This  amount
consists of approximately $7,700,000 towards the purchase price of $15,000,000.
The balance  will  be used as interest reserve, soft cost and various brokerage
fees. The Loan fee is  4% or $389,828.00 . A 1% commitment fee of $97,457.00 is
due immediately should the  Company  decide to proceed. There is also a $45,000
due  diligence  and  appraisal fee which  includes  a  perimeter  survey.   The
interest rate for this  loan is fixed at 14% per annum, and the loan is payable
in full within 24 months of the closing date. The exit fee shall be $487,285.00
if  the loan is paid in full  within  12  months.  The  exit  fee  will  become
$974,570.00  if  the  loan is paid in full after the first 12 months. This loan
commitment technically  had  to  be  accepted  by the Company by June 28, 2002.
Although  the Company has not accepted the commitment,  it  believes  that  the
lender will extend the commitment offer if the Company desires to accept it.

       The Company is also looking into  alternate  financing  arrangements. In
this  regard,  on  July 2, 2002, Remington Financial Group of Philadelphia,  PA
issued a financial loan term sheet for $15,000,000 to the Company. The interest
rate is fixed at 10% per annum.

       The  Company  is  conducting  its  own due diligence on these  financing
proposals,  and will review the terms of all  proposals  before  accepting  any
commitment.

       In April  and  May 2002, our President purchased three five-acre lots in
Wellington, Florida with the intention of selling them to Newport, at his cost,
when Newport had the liquid  funds  available  to purchase the lots. He has not
yet  purchased  the remaining six lots that he had  under  contract  and  these
contracts have technically expired. Newport believes that the sellers under the
remaining contracts will extend them if Newport's President desires to purchase
some or all of the  remaining  lots. The Company is still seeking financing for
this project, and has not purchased any lots from the Company's President.



                                      10



       The following is a proposed timetable for our activities:

Present                               - obtain financing for the purchase of
                                        the Wellington property

Next six to twelve months             - seek and obtain financing for the
                                        purchase of the Sumter property

                                      - commence sales of Wellington lots

Eighteen to twenty-four months after  - complete the DRI and land use plan
purchase of Sumter County property      designation amendment procedures for
                                        Sumter County project

                                      - develop our master site plans and
                                        identify all land usage for Sumter
                                        County project

                                      - initiate contacts with potential
                                        developers, partners and commercial
                                        tenants in various sectors for
                                        Sumter County project

                                      - apply for CDD status and begin
                                        accepting deposits on the sale or
                                        lease of parcels for Sumter County
                                        project

                                      - increase  staff to seven to ten
                                        full-time personnel and ten to twelve
                                        contract professionals for Sumter
                                        County project

       If we are unable to purchase the Wellington property,  we will focus our
efforts solely on the Sumter County project, which is much more  significant to
us.  If we are unable to purchase the Sumter County property, we will  seek  to
locate  an  alternate  property  with  similar development potential.  We would
likely seek a mixed use property in Florida  in  an  area  that  is expected to
experience an increase in population or property values.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

       In connection with the safe harbor provisions of the Private  Securities
Litigation  Reform  Act  of  1995  (the  "Reform  Act"),  the Company is hereby
providing cautionary statements identifying important factors  that could cause
the  Company's  actual  results  to  differ materially from those projected  in
forward-looking statements (as such term  is defined in the Reform Act) made by
or  on behalf of the Company herein or orally,  whether  in  presentations,  in
response  to  questions  or  otherwise. Any statements that express, or involve
discussions as to expectations,  beliefs,  plans,  objectives,  assumptions  or
future  events  or performance (often, but not always, through the use of words
or phrases such as  "will  result",  "are  expected  to",  "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions,  and  uncertainties  which  could cause actual results  to  differ
materially  from  those  expressed  in  the  forward-looking  statements.  Such
uncertainties include, among other, the following:   (i)  the Company's ability
to  obtain  additional financing to implement its business strategy;  (ii)  the
ability of the  Company  to  obtain  zoning  and  other  land  use  changes and
approvals;  (iii)  imposition  of  new  regulatory  requirements affecting  the
Company; (iv) a downturn in general economic conditions (v) the construction of
the proposed turnpike interchange that would create access to the Sumter County
project; (vi) lack of geographic diversification; and (vii) other factors which
are described in further detail in the Company's filings  with  the  Securities
and Exchange Commission.

       The  Company  cautions  that  actual  results  or  outcomes could differ



                                      11



materially from those expressed in any forward-looking statements made by or on
behalf of the Company. Any forward-looking statement speaks only as of the date
on which such statement is made, and the Company undertakes  no  obligation  to
update  any  forward-looking  statement  or  statements  to  reflect  events or
circumstances after the date on which such statement is made or to reflect  the
occurrence  of  unanticipated events. New factors emerge from time to time, and
it is not possible  for  management  to  predict  all of such factors. Further,
management cannot assess the impact of each such factor  on the business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking  statements.


                          PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

       On April 24, 2002, the Company  issued 20,000 shares of its common stock
to vFinance, Inc. and two of its officers in connection with certain consulting
services vFinance provides to the Company  relating  to  corporate  finance and
other  financial  services  matters.   The  stock  was  issued  pursuant  to an
exemption from registration under Section 4(2) of the Securities Act.



                                      12



ITEM 3.   DEFAULTING UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)Exhibits

             99.1  Certification of Chief Executive Officer and Chief Financial
Officer

          (b)Reports on Form 8-K

             On  April 25, 2002, Newport filed a Current Report on Form 8-K  to
report an Item 5 event. Specifically, Newport announced that its initial market
maker, vFinance Investments,  Inc.,  had  received  approval  to begin making a
market in Newport's common stock.

             On July 15, 2002, Newport filed a Current Report on  Form  8-K  to
report  an Item 5 event. Newport attached a press release regarding its receipt
of a loan  commitment  from  Old  Standard  Life  Insurance Co. Newport has not
accepted this commitment, which has technically expired.



                                      13



                                  SIGNATURES


In  accordance  with  the requirements of the Exchange Act, the Registrant  has
duly caused this report  to be signed on its behalf by the undersigned hereunto
duly authorized.

                                        NEWPORT INTERNATIONAL GROUP, INC.



                                        By:   /s/ Soloman Lam
                                           ------------------------------------
                                           Soloman Lam, President, Chief
                                           Executive Officer Treasurer and
                                           Director
                                           (Principal Executive, Financial and
                                           Accounting Officer)

Date:   August 14, 2002`