<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                                   (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, 2001

                 [ ] 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 August 12, 2000
                   Common Stock, par value $0.0001 - 5,000,000

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

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


                                      INDEX

<TABLE>
<CAPTION>
                                                                                     Page(s)

<S>                                                                                  <C>
Independent Auditors' Report                                                             1

Financial Statements
     Balance Sheet as of June 30, 2001                                                 2-3

     Statement of Operations for the 6 months Ended June 30, 2001 and 2000 and
       for the period December 27, 1999 (inception) to
       June 30, 2001.                                                                    4

     Statement of Stockholders' Equity for
       the period December 27, 1999, (inception)
       to June 30, 2001.                                                                 5

     Statement of Cash Flows for the 6 months ended June 30, 2001 and 2000, and
       for the period December 27, 1999
       (inception) to June 30, 2001.                                                     6

Notes to Financial Statements                                                         7-10
</TABLE>


                                        i

<PAGE>


                         INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors and Stockholders of
     Newport International Group, Inc.

We have reviewed the accompanying balance sheet of Newport International Group,
Inc. (a development stage company) as of June 30, 2001, and the related
statements of operations, stockholders' equity, and cash flows for the six (6)
months ended June 30, 2001 and 2000 and for the period from December 27, 1999
(inception), to June 30, 2001, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Newport International Group, Inc.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

Wellington, Florida
August 2, 2001

                                      /s/ J.P. Spillane, C.P.A., P.A.
                                      -----------------------------------------


                                       1
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 2001


                                     ASSETS


<TABLE>

<S>                                                                   <C>           <C>
CURRENT ASSETS
   Cash-Operating Account                                             $ 20,295
   Prepaid Loan Fee                                                      9,868
                                                                      --------

Total Current Assets                                                                $ 30,163

FIXED ASSETS                                                                               0
   Office Furniture & Equipment                                       $    382
   Accumulated Depreciation                                                (32)
                                                                      --------

Total Fixed Assets                                                           0      $    350

OTHER ASSETS
   Organization Costs                                                      360
   Accumulated Amortization                                                (48)
   Patent Costs                                                         43,484
   Deferred Development Costs                                            3,500
                                                                      --------

Total Other Assets                                                                  $ 47,296

                                                                                    --------
TOTAL ASSETS                                                                        $ 77,809
                                                                                    ========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       2

<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 2001

                        LIABILITIES & STOCKHOLDERS EQUITY

<TABLE>

<S>                                                                     <C>            <C>
CURRENT LIABILITIES                                                     $        0
                                                                        ----------

Total Current Liabilities                                                              $      0

LONG TERM LIABILITIES
   Loans from Officer                                                   $   44,170
                                                                        ----------

Total Long Term Liabilities                                                            $ 44,170
                                                                                       --------

TOTAL LIABILITIES                                                                      $ 44,170

COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS

STOCKHOLDERS EQUITY
   Preferred Stock - $.0001 Par Value, 5,000,000 Shares
     Authorized, None Issued                                            $        0
   Common Stock - $.0001 Par Value, 20,000,000 Shares Authorized,
     5,000,000 Shares Issued and Outstanding                                   500
   Subscribed Common Stock                                                      76
   Additional Paid in Capital                                              187,513
   Deficit Accumulated During Development Stage                           (154,450)
                                                                        ----------

TOTAL STOCKHOLDERS EQUITY                                                              $ 33,639
                                                                                       --------

TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                                $ 77,809
                                                                                       ========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       3
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Operations
                  For The 6 Months Ended June 30, 2001 and 2000
         And The Period From Dec. 27, 1999 (Inception) to June 30, 2001

<TABLE>
<CAPTION>
                                          For the 6            For the 6          Dec. 27, 1999
                                        Months Ended          Months Ended       (Inception) To
                                       June 30, 2001         June 30, 2000        June 30, 2001
                                       -------------         -------------        -------------
<S>                                    <C>                   <C>                  <C>
REVENUES                                 $        0             $     0             $        0

COST OF SALES                                     0                   0                      0
                                         ----------             -------             ----------

GROSS PROFIT                                      0                   0                      0
                                         ----------             -------             ----------

OPERATING EXPENSES
  Auto Expense                                  645                   0                  1,259
  Advertising                                   534                   0                    534
  Organizational Expenses                         0                 299                    299
  Entertainment Expenses                      1,662                   0                  1,989
  Travel Expense                                701                   0                    701
  Office Expense                              1,372                   0                  2,710
  Postage                                       175                   0                    521
  Telephone                                     385                   0                  1,702
  Professional Fees                          15,970                   0                 16,964
  Contract Services                               0                   0                    395
  Consulting Fees                            25,248                   0                120,248
  Finders Fee                                 1,500                   0                  1,500
  Bank Charges                                   85                   0                    151
  Rent                                        5,000                   0                  5,000
  Interest Expense                                0                   0                    250
  Utilities                                      63                   0                     63
  Depreciation & Amortization                    68                   0                     80
  Taxes & Licenses                               35                   0                     84
                                         ----------             -------             ----------
Total Operating Expenses                     53,443                 299                154,450
                                         ----------             -------             ----------

Net Loss                                 $  (53,443)            $  (299)            $ (154,450)
                                         ==========             =======             ==========

Net Loss Per Share
  Basic                                  $     (.01)            $  (.00)            $     (.03)
                                         ==========             =======             ==========

  Diluted                                $     (.01)            $  (.00)            $     (.03)
                                         ==========             =======             ==========
</TABLE>


                 See Accompanying Notes and Accountant's Report



                                       4
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
       Statement of Stockholders' Equity for the Period December 27, 1999
                          (Inception) to June 30, 2001

<TABLE>
<CAPTION>
                                             Common Stock           Subscribed Stock                      Deficit
                                       ----------------------       -----------------                   Accumulated
                                         Number                     Number               Additional        During
                                           Of                         Of                  Paid In       Development
                                         Shares        Amount       Shares     Amount     Capital          Stage          Total
                                       ----------      ------       -------    ------    ----------     -----------     ---------
<S>  <C>                               <C>             <C>          <C>        <C>       <C>            <C>             <C>
Issuance of Common Stock
  on Dec. 27, 1999 for Cash
  at $.0001 Per Share                   5,000,000       $ 500             0      $ 0      $      0      $       0       $     500
Net Loss Dec. 27, 1999 to
  Dec. 31, 1999                                 0           0             0        0             0              0               0
                                       ----------       -----       -------      ---      --------      ---------       ---------
Balance Dec. 31, 1999                   5,000,000         500             0        0             0              0             500

Unreimbursed Expenses                           0           0             0        0           299              0             299
Cancellation of Common
  Stock Prior to Merger at $.0001
  Per Share                            (4,700,000)       (470)            0        0             0              0            (470)
Issuance of Common Stock at
  Merger at $.0001 Per Shares           4,700,000         470             0        0             0              0             470
Pooling of Interest                             0           0             0        0        13,530              0          13,530
Payment of Subscribed
  Common Stock                                  0           0       410,000       41        94,959              0          95,000
Net Loss for 2000                               0           0             0        0             0       (101,007)       (101,077)
                                       ----------       -----       -------      ---      --------      ---------       ---------
Balance December 31, 2000               5,000,000       $ 500       410,000      $41      $108,788       (101,007)      $   8,322

Payment of Subscribed
  Common Stock                                  0           0       349,080       35        78,725              0          78,760
Net Loss Jan. 1, 2001 -
  June 30, 2001                                 0           0             0        0             0        (53,443)        (53,443)
                                       ----------       -----       -------      ---      --------      ---------       ---------
Balance June 30, 2001                   5,000,000       $ 500       759,080      $76      $187,513      $(154,450)      $  33,639
                                       ==========       =====       =======      ===      ========      =========       =========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       5
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
                  For The 6 Months Ended June 30, 2001 and 2000
         And The Period From Dec. 27, 1999 (Inception) to June 30, 2001

<TABLE>
<CAPTION>
                                                For The 6             For The 6           Dec. 27, 1999
                                               Months Ended         Months Ended         (Inception) to
                                              June 30, 2001         June 30, 2000         June 30, 2001
                                              -------------         -------------        --------------
<S>                                           <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING EXPENSES
  Net Loss                                      $  (53,443)            $  (299)            $ (154,450)
  Depreciation & Amortization                           68                   0                     80
  Patent Costs                                      (1,870)                  0                (43,484)
  Deferred Development Costs                             0                   0                 (3,500)
  Prepaid Loan Fee                                  (9,868)                  0                 (9,868)
                                                ----------             -------             ----------
NET CASH FROM OPERATING ACTIVITIES                 (65,113)               (299)              (211,222)
                                                ----------             -------             ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Organization Costs                                     0                (360)                  (360)
  Office Furniture & Equipment                        (382)                  0                   (382)
                                                ----------             -------             ----------
NET CASH FROM INVESTING ACTIVITIES                    (382)               (360)                  (742)
                                                ----------             -------             ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans From Officer                               (29,290)                360                 44,170
  Common Stock                                           0                   0                    500
  Subscribed Common Stock                               35                   0                     76
  Additional Paid In Capital                        78,725                 299                187,513
                                                ----------             -------             ----------
NET CASH FROM FINANCING ACTIVITIES                  49,470                 659                232,259
                                                ----------             -------             ----------

NET INCREASE (DECREASE) IN CASH                    (16,025)                  0                 20,295

CASH AT BEGINNING OF PERIOD                         36,320                 500                      0
                                                ----------             -------             ----------
CASH AT END OF PERIOD                           $   20,295             $   500             $   20,295
                                                ==========             =======             ==========

SUPPLEMENTAL INFORMATION
  Interest Paid for Period                      $        0             $     0             $      250
                                                ==========             =======             ==========

  Income Tax Paid for Period                    $        0             $     0             $        0
                                                ==========             =======             ==========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       6
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001



1.       BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


         Business - The Company is a real estate holding and development company
              that develops commercial, industrial, and residential properties
              from raw undeveloped land. The Company was originally organized in
              Delaware on December 27, 1999, to serve as a vehicle to effect a
              merger, exchange of capital stock, asset acquisition or other
              business combination with a domestic or foreign private business.

         Pooling of Interests - On October 30, 2000, the Company completed a
              business combination with Conservation Anglers Manufacturing, Inc.
              which is a real estate holding and development company that was
              originally organized in Florida on February 7, 2000, as a
              manufacturing company specializing in the biodegradable chemical
              manufacturing industry offering lead free solutions to various
              industrial needs. The combination was a stock-for-stock merger
              that was accounted for as a "pooling-of-interests". In connection
              with the merger, the Company issued 4,700,000 shares of restricted
              common stock in exchange for all the outstanding stock of
              Conservation Anglers Manufacturing, Inc. Accordingly, the
              Company's financial statements for 2000 have been restated to
              include the accounts of Conservation Anglers Manufacturing, Inc.
              as if the companies had combined at the beginning of the year.
              There were no transactions between the Company and Conservation
              Anglers Manufacturing, Inc. before the combination and no
              adjustments were necessary to conform accounting policies.

         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
              changed its name to Newport International Group, Inc.

         Use of Estimates - The preparation of financial statements in
              conformity with generally accepted accounting principles requires
              management to make estimates and assumptions that affect the
              reported amounts of assets and liabilities and disclosure of
              contingent assets and liabilities at the date of financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those amounts.

         Cash and Cash Equivalents - For the purposes of reporting the statement
              of cash flows, cash and cash equivalents include highly liquid
              instruments with maturities of three months or less at the time of
              purchase.



                                       7
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001


         Income Taxes - The Company accounts for income taxes under the
              Statement of Financial Accounting Standards No. 109, "Accounting
              for Income Taxes," (SFAS 109). Under SFAS 109, deferred tax assets
              and liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax basis. Deferred tax assets and liabilities are
              measured using enacted tax rates expected to apply to taxable
              income in the years in which those temporary differences are
              expected to be recovered or settled. The effect on deferred tax
              assets and liabilities of a change in tax rates is recognized in
              income in the period that includes the enactment date. There were
              no current or deferred income tax expense or benefits due to the
              fact that the Company did not have any material operations for the
              periods ended June 30, 2001 and 2000.

         Fixed Assets - Property and equipment are stated at cost. Expenditures
              for maintenance and repairs are charged against operations.
              Renewals and betterments that materially extend the life of the
              assets are capitalized. For financial statement purposes and for
              federal income tax purposes, depreciation is computed under the
              modified accelerated cost recovery system.

         Other Assets - Costs incurred in connection with developing real estate
              have been deferred and capitalized. In addition, the Company has
              capitalized the costs of obtaining patents. The Company intends to
              amortize such assets once operations commence, and revenues are
              generated.

2.       DUE TO OFFICER: - During the development stage of the Company, the
              Chief Executive Officer of the Company has advanced funds on
              behalf of the Company. Such advances are unsecured, non-interest
              bearing, and due on demand. Also included is the purchase by the
              Company of exclusive licensing rights to certain patents from the
              Chief Executive Officer for $40,000.

3.       STOCKHOLDERS EQUITY:

         Preferred Stock - The Company is authorized to issue 5,000,000 shares
              of preferred stock at $.0001 par value, with such designations,
              voting and other rights and preferences as may be determined from
              time to time by the board of directors. No shares of preferred
              stock have been issued.


                                       8
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001


         Common Stock - The Company is authorized to issue 20,000,000 shares of
              common stock at $.0001 par value. The Company has issued 5,000,000
              shares of its common stock pursuant to Rule 4(2) of the Securities
              Act of 1933, as amended and restricted pursuant to Rule 144 of the
              Securities Act of 1933 as amended.

         Subscribed Common Stock - The Company has received subscriptions to its
              common stock for 759,080 shares as of June 30, 2001, as part of a
              1,000,000 share offering pursuant to Rule 4(2) of the Securities
              Act of 1933, as amended. All of these shares are restricted
              pursuant to Rule 144 of the Securities Act of 1933, as amended.

         Additional Paid In Capital - Additional paid in capital at June 30,
              2001, represents the amount paid for common stock issued or
              subscribed to in excess of par value and $299 in unreimbursed
              expenses.

4.       TRANSACTION WITH RELATED PARTY - On August 17, 2000, the Company
              entered into a consulting agreement with FS Capital Markets Group,
              Inc. to perform consulting services and take certain actions and
              undertake certain obligations to insure an orderly business
              combination as reported above under pooling of interests, for a
              fee of $95,000. At June 30,2001, FS Capital Markets Groups, Inc.
              owned 300,000 shares of the issued and outstanding common stock of
              the Company.

5.       COMMITMENTS - On December 1, 2000, the Company has agreed to pay
              $10,000 to purchase the rights to a feasibility study for certain
              parcels of land which it plans on developing in the future.
              Payments totaling $2,500 were made in December, 2000, for one copy
              of the report. The balance of $7,500 is due and payable if the
              Company elects to proceed with the acquisition of any of the
              parcels.

6.       LAND CONTRACTS - The President and Chief Executive Officer has executed
              certain land contracts totaling $11,389,600 which the Company
              intends to develop in the future. Such contracts were due to close
              on September 1, 2001, but were extended to March 1, 2002 at the
              sellers request. The President and Chief Executive Officer has
              deposited $180,000 into escrow pending closing and the Company
              will reimburse him when he assigns the contracts to the Company.



                                       9
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001


7.       AGREEMENTS - The Company entered into a management and financial
              consulting agreement on January 15, 2001, with Union Atlantic LC,
              as consultant, to provide management and financial consulting
              services, and Union Atlantic Capital LC, as investment bank, to
              provide investment banking services, for a fee of $25,000. The
              Company shall issue to Union Atlantic a warrant to purchase five
              (5%) (250,000 shares) of the outstanding common stock of the
              Company. The exercise per share price of the warrants shall equal
              the per share price paid by investors in the first covered
              transaction between October 31, 2001, and October 31, 2004. The
              warrants 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 June 30, 2001.

                      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 effect of
              this agreement is not included in the financial statements as the
              stock was not issued until August 23, 2001.

8.       NET LOSS PER SHARE - Basic net loss per share is computed using the
              weighted average number of common shares outstanding. The
              dilutive effect of potential common shares outstanding is included
              in diluted net loss per share. The computations of basic net loss
              per share and diluted net loss per share are as follows:

<TABLE>
<CAPTION>
                                                                     2001             2000
                                                                     ----             ----
               <S>                                                <C>              <C>
               Basic weighted average shares                      5,000,000        5,000,000

               Effect of dilutive securities:
               Common stock subscriptions                           271,078               --

                                                                 ----------       ----------
               Dilutive potential common shares                   5,271,078        5,000,000
                                                                 ==========       ==========
</TABLE>

9.       SUBSEQUENT EVENTS - On August 23, 2001 the Company issued 1,025,780
              shares of its common stock to satisfy stock subscriptions and
              other obligations, making the total issued and outstanding common
              restricted shares of 6,025,780.



                                       10
<PAGE>

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

         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

         We intend to become a real estate holding company and plan to develop a
large multi-use project in Sumter County, Florida. We plan to purchase a certain
piece of property for this project, sell and lease lots for development, and
then manage a large commercial, industrial and residential mixed-use
development. Currently, our only operations involve securing funding for this
property and identifying other properties which we could develop.

         In November 2000, our President and Chief Executive Officer, Soloman
Lam, entered into two exclusive land sales contracts to purchase approximately
3,300 acres in Sumter County, Florida for a total of $11.4 million. In August
2001, the contracts were amended to extend the date upon which the closing must
occur from September 1, 2001 to March 1, 2002. Mr. Lam has posted a $180,000
deposit in connection with these contracts and plans to assign the contracts to
us upon reimbursement of the deposit if the Company elects to purchase the
property.

         Our preliminary feasibility study indicates that approximately 85% of
the property is usable for commercial and residential purposes, which would be
comprised of approximately 18,000,000 square feet of retail commercial space and
approximately 3,400 residential home lots. The retail businesses will likely
consist of hotels, restaurants, gas stations, shopping centers and other
travel-related amenities. We also intend to develop public facilities such as a
hospital, library, police and fire stations, and a community center. The
remaining 15% of the property will likely be dedicated to wet land and wildlife
habitat preservation.

         In order to develop the property, we will have to obtain approval for a
development of regional impact, or DRI, from Sumter County, and rezone the
property, as well as prepare a land use amendment application, a planned unit
development, or PUD, zoning application, a conceptual master plan and a
residential market study. These procedures and applications are estimated to
take approximately 18 months to complete and there can be no assurance that the
applications will be approved, or approved on terms favorable to us. The total
cost of our preparation, investigation and due diligence studies is estimated to
be approximately $1,000,000. We expect to acquire the raw land for the proposed
project and commence operations during the next nine to 15 months. This property
is not likely to produce revenue from deposits for an additional six to 12
months and is not likely to generate significant revenue until after the DRI and
other approvals have been obtained.


                                       11
<PAGE>

         To date, we have raised approximately $240,000 for working capital by
selling common stock in a private placement transaction. We used and are using
these funds to develop our business plan, identify real estate investment
opportunities, pay expenses to prepare our required filings with the SEC. These
funds were not intended to be sufficient to implement our business plan. We will
need to raise additional funds, both in the form of equity and debt, to acquire
the proposed project and commence operations. At present, we expect that we will
require approximately $13,500,000 for such purposes. This amount could change as
we refine and implement our business plan. We believe we can borrow a large
portion of the funds needed to acquire the proposed property, and plan to raise
the balance through the sale of common stock; however, we do not have firm
commitments for any additional financing.

         If we choose not to go ahead with the purchase of the property, we have
sufficient cash for approximately the next 12-15 months.

         We do not expect to purchase nor sell any plant and significant
equipment.

         We do not expect a significant change in the number of our employees.

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
financial condition of the Company's clients; (iii) imposition of new regulatory
requirements affecting the Company; (iv) a downturn in general economic
conditions (v) the delay or failure to properly manage growth and successfully
integrate acquired companies and operations; (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
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-



                                       12
<PAGE>

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 2.  CHANGES IN SECURITIES

         From April 1, 2001 through June 30, 2001, "accredited investors"
subscribed for a total of 2,000 shares of our common stock for a total of
$1,475. Newport sold these shares of common stock under the exemption from
registration provided by Section 4(2) of the Securities Act and Rule 506
promulgated thereunder. Neither Newport nor any person acting on its behalf
offered or sold the securities by means of any form of general solicitation or
general advertising. Purchasers, or the beneficial owners of purchasers that are
entities, are friends or business associates of the officers and directors of
Newport. No services were performed by any purchaser as consideration for the
shares issued. All purchasers represented in writing that they acquired the
securities for their own accounts. A legend was placed on the stock certificates
stating that the securities had not been registered under the Securities Act of
1933, as amended and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom.

                                   SIGNATURES

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

                                        NEWPORT INTERNATIONAL GROUP, INC.
                                        (Registrant)


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

Date:  November 20, 2001



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