<PAGE>
                                  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
                                 March 31, 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 May 13, 2002
                   Common Stock, par value $0.0001 - 6,586,232

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


<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        NEWPORT INTERNATIONAL GROUP, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               March 31,   December 31,
                                                                                  2002         2001
                                                                               ---------   ------------
                                                                              (Unaudited)
<S>                                                                            <C>          <C>
                               ASSETS

Cash and Cash Equivalents                                                      $     888    $     660
Investment Securities                                                            259,913      264,474
Officer Advances                                                                  19,372       25,830
Prepaid Financing Costs                                                            9,868        9,868
Land Deposits and Deferred Development Costs                                      28,501        8,501
Property and Equipment                                                             1,740        1,816
Deferred Tax Asset                                                                 4,700        2,400
                                                                               ---------    ---------
                                                                               $ 324,982    $ 313,549
                                                                               =========    =========

              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
    Line of credit                                                             $  47,185    $      --
    Accounts payable                                                              14,566        2,417
    Accrued liabilities, related parties
                                                                                   7,691           --
    Loan payable, stockholder                                                    342,000      312,000
                                                                               ---------    ---------
Total Liabilities                                                                411,442      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,
       6,586,232 and 6,575,804
       shares issued and outstanding                                                 659          658
    Stock subscription receivable                                                (57,600)     (58,600)
    Additional paid-in capital                                                   634,004      325,034
    Deficit accumulated during development stage                                (655,669)    (263,872)
    Accumulated other comprehensive loss                                          (7,854)      (4,088)
                                                                               ---------    ---------
Total Stockholders' Deficiency                                                   (86,460)        (868)
                                                                               ---------    ---------
                                                                               $ 324,982    $ 313,549
                                                                               =========    =========
</TABLE>


                  See notes to condensed financial statements.



                                       1
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>

                                                 Three Months Ended March 31,       Cumulative
                                                -----------------------------         From
                                                    2002             2001           Inception
                                                -----------       -----------       ---------
                                                (Unaudited)       (Unaudited)      (Unaudited)
<S>                                            <C>               <C>               <C>
A
Revenues:
    Investment income                          $     1,505       $        --       $   5,473
                                                -----------       -----------       ---------

Costs and Expenses:
     Professional fees                               57,979             4,906         147,538
     Consulting fees                                     --                --         122,748
     Rent                                             3,172                --          19,119
     General and administrative                      17,339             2,083          46,925
     Interest, stockholder                          314,812                --         324,812
                                                -----------       -----------       ---------
                                                    393,302             6,989         661,142
                                                -----------       -----------       ---------
Net Loss                                        $  (391,797)      $    (6,989)      $(655,669)
                                                                                    =========

Other Comprehensive Loss                             (3,766)               --
                                                -----------       -----------

Comprehensive Loss                              $  (395,563)      $    (6,989)
                                                -----------       ===========

Net Loss Per Common Share                       $     (0.06)      $     (0.00)
                                                ===========       ===========

Weighted Average Common Shares Outstanding        6,583,087         5,000,000
                                                ===========       ===========

</TABLE>

                  See notes to condensed financial statements.



                                       2
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                 Three Months
                                                                               Ended March 31,           Cumulative
                                                                          -------------------------         From
                                                                            2002            2001          Inception
                                                                          ---------       ---------       ---------
                                                                         (Unaudited)     (Unaudited)     (Unaudited)
<S>                                                                       <C>             <C>             <C>
Cash Flows From Operating Activities:
   Net loss                                                               $(391,797)      $  (6,989)      $(655,669)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation                                                               188              29             664
     Expenses paid by issuance of common stock                                2,171              --           3,397
     Expenses paid on behalf of Company by stockholder                           --              --             829
     Beneficial conversion on loan payable, stockholder                     307,800              --         307,800
     Officer advances recorded as compensation                                6,458              --           6,458
     Change in operating assets and liabilities:
        Increase in prepaid financing costs                                      --         (10,000)         (9,868)
        Increase in land deposits and deferred development costs            (20,000)             --         (28,501)
        Increase in accounts payable                                         12,149              --          14,566
        Decrease in accrued expenses                                          7,691              --           7,691
                                                                          ---------       ---------       ---------
            Net cash used in operating activities                           (75,340)        (16,960)       (352,633)
                                                                          ---------       ---------       ---------

Cash Flows From Investing Activities:
     Purchases of property and equipment                                       (112)           (201)         (2,404)
     Purchases of investment securities                                      (1,505)             --        (272,467)
                                                                          ---------       ---------       ---------
            Net cash used in investing activities                            (1,617)           (201)       (274,871)
                                                                          ---------       ---------       ---------

Cash Flows From Financing Activities:
     Proceeds from line of credit                                            47,185              --          47,185
     Proceeds of loans from officer                                              --              --          33,460
     Repayment of  loans from officer                                            --         (29,290)        (33,460)
     Cash advanced to officer                                                    --              --         (25,830)
     Proceeds from convertible debenture                                     30,000              --         342,000
     Proceeds from issuance of common stock                                      --          77,725         157,037
     Proceeds from common stock subscribed                                       --              35         108,000
                                                                          ---------       ---------       ---------
            Net cash provided by financing activities                        77,185          48,470         628,392
                                                                          ---------       ---------       ---------

Net Increase in Cash and Cash Equivalents                                       228          31,309             888

Cash and Cash Equivalents, Beginning                                            660          36,320              --
                                                                          ---------       ---------       ---------
Cash and Cash Equivalents, Ending                                         $     888       $  67,629       $     888
                                                                          =========       =========       =========

Supplemental Disclosures of Non-Cash Investing
    and Financing Activities:
        Unrealized loss on investment securities available for sale,
        net of $2,300                                                     $   3,766       $      --
                                                                                          =========


</TABLE>

                  See notes to condensed financial statements.


                                       3
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 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 three months ended March 31, 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, "...
              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 it ability to generate sufficient cash flow to meet
              its obligations on a timely basis and ultimately to attain
              profitable operations.

                                       4
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2002


         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 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.

                                       5
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2002


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 March 31, 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
         March 31, 2002, the Company accrued interest of approximately $6,600.
         The stockholder owned approximately 548,000 shares of common stock at
         March 31, 2002.

         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.

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 March 31, 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 $59,000 at March 31, 2002.
         The outstanding balance was $47,185 as of March 31, 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 $6,500 was recorded for
             the three months ended March 31, 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 at the
             sellers' request. The President and Chief Executive Officer
             personally deposited $180,000 into escrow pending closing and the



                                       6
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2002



             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.

             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 is scheduled to close on the remaining lots by the end of
             May 2002. 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 April 29, 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.


                                       7
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2002



             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.

             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
             March 31, 2002, the Company paid and capitalized origination fees
             related to these agreements of $9,868.



                                       8
<PAGE>

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 Newport and the Notes
thereto appearing elsewhere herein.

PLAN OF OPERATION

         To date, we have raised approximately $700,000 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. 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.

         The following is a proposed timetable for our activities:
<TABLE>

<S>                                          <C>
Present                                     o   obtain financing for the purchase of the Wellington property

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

                                            o   commence sales of Wellington lots

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

                                            o   develop our master site plans and identify all land usage for
                                                Sumter County project
</TABLE>

                                       9
<PAGE>
<TABLE>

<S>                                          <C>

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

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

                                            o   increase staff to seven to ten full-time personnel and ten to
                                                twelve contract professionals for Sumter County project
</TABLE>

         If we are unable to purchase the Wellington property because we are
unable to secure financing, 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 because we are unable to secure financing,
we will seek to locate an alternate property with similar development potential.
We would likely seek a mixed use property in Florida for an alternate property.
We would also seek to identify a property in an area that is likely 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"), Newport is hereby providing
cautionary statements identifying important factors that could cause Newport'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
us 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) Newport's ability to
obtain additional financing to implement its business strategy; (ii) the ability
of Newport to obtain zoning and other land use changes and approvals; (iii)
imposition of new regulatory requirements affecting Newport; (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 our filings with the Securities and Exchange Commission.

         Newport 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 Newport undertakes no obligation to update
any forward-looking statement or statements to reflect events or



                                       10
<PAGE>

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

         From November 2000 through January 2002, Newport sold an aggregate of
1,586,232 shares of common stock to 50 "accredited investors" for a total of
approximately $414,000. 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 purchasers as
consideration for the shares issued. All purchasers represented in writing that
they had such knowledge and experience in financial and business matters as is
required to evaluate the risks associated with their proposed investment in
Newport and that they were acquiring material concerning Newport and that they
had been afforded an opportunity to ask questions of management and request
additional information about Newport. A legend was placed on the stock
certificates stating that the securities had not been registered under the
Securities Act and cannot be sold or otherwise transferred without an effective
registration or an exemption therefrom.

         In January 2002, we issued a convertible debenture in the principal
amount of $370,000 to Mr. Kenneth Myron, one of our principal stockholders, in
exchange for the conversion of a promissory note in the amount of $312,000,
accrued interest in the amount of $10,000 and an additional advance in the
amount of $48,000, which additional advances will be received in 2002. The
debenture is convertible into 3,700,000 shares of our common stock. The
debenture was issued pursuant to an exemption from registration under Section
4(2) of the Securities Act.

ITEM 3.       DEFAULTING UPON SENIOR SECURITIES

              None.


                                       11
<PAGE>

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

                  None.

              (b) Reports on Form 8-K

                  On February 7, 2002, Newport filed a Current Report on Form
8-K to report its Item 4 change of independent accountants from J.P. Spillane,
C.P.A., P.A. to Rachlin, Cohen and Holtz LLP.




                                       12
<PAGE>


                                   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, Preident, Chief
                                           Executive Officer Treasurer and
                                           Director
                                           (Principal Executive, Financial and
                                           Accounting Officer)

Date:   May 15, 2002







                                       13