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, 2003

              [   ]   TRANSITION REPORT UNDER 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)

                                Not applicable
  (Former name, former address and former fiscal year, if changed since last
                                    report)

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.   Yes [x]    No [   ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ] NOT APPLICABLE

                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:   Newport International Group
Inc. had 9,381,982 shares of common stock, par value $0.0001, outstanding as of
June 30, 2003.

Transitional Small Business Disclosure Format (Check one):  Yes [  ]   No [x]

<PAGE>
                        PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED).

       In the opinion of management, the accompanying unaudited financial
statements included in this Form 10-QSB reflect all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
results of operations for the periods presented.  The results of operations for
the periods presented are not necessarily indicative of the results to be
expected for the full year.


<PAGE>
                        BERKOVITS, LAGO & COMPANY, LLP

                 CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS



                    INDEPENDENT ACCOUNTANTS' REVIEW REPORT


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

We have reviewed the accompanying balance sheet of Newport International Group,
Inc., (a development stage company) as of June 30, 2003, and the related
statements of operations and comprehensive loss, and cash flows for the three-
month and six-month periods then ended. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
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 an opinion.

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

/s/ BERKOVITS, LAGO & COMPANY, LLP

September 23, 2003
Fort Lauderdale, Florida



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



                      INDEX TO CONDENSED FINANCIAL STATEMENTS




<TABLE>
<CAPTION>
                                                     PAGE
<S>                                                <C>


CONDENSED FINANCIAL STATEMENTS

   Balance Sheets                                     F-1

   Statements of Operations and Comprehensive Loss    F-2

   Statements of Cash Flows                           F-3

   Notes to Condensed Financial Statements         F-4 - F-8

</TABLE>





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

                                BALANCE SHEETS
<TABLE>
<CAPTION>

               ASSETS
                                                        June 30,
                                                          2003        December 31,
                                                       (Unaudited)        2002
                                                       -----------    -----------
<S>                                                    <C>            <C>
Cash and Cash Equivalents                              $         -    $         -

Investment Securities                                      238,491        209,668

Officer Advances                                            48,000              -

Land Deposits and Deferred Development Costs                53,500         53,500

Property and Equipment                                       1,297          1,636

Deferred Tax Asset                                               -              -
                                                       -----------    -----------
                                                       $   341,288    $   264,804
                                                       ===========    ===========

 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
 Line Of Credit                                             49,163         49,184

 Bank Overdraft                                             25,038         24,971

 Accounts Payable                                           51,831         52,248

 Note Payable                                              100,000              -

 Accrued Officers Salaries                                 159,532        361,030

 Loans From Officer                                        174,879        132,221

 Accrued Liabilities, Related Parties                       77,389         53,939

 Convertible Debenture Payable, Stockholder                370,000        370,000

 Loan Payable, Stockholder                                  10,000         10,000
                                                       -----------    -----------
Total Liabilities                                        1,017,832      1,053,593
                                                       -----------    -----------

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, 19,981,982 shares
   issued, 10,600,000 shares treasury stock and
   9,381,982 shares outstanding                              1,998            748
 Additional Paid-In Capital                              1,679,761      1,313,951
 Deficit Accumulated During Development Stage           (2,320,430)    (2,039,026)
 Accumulated Other Comprehensive Loss                      (36,813)       (64,462)
 Less: Treasury Stock - 10,600,000 shares at
 $.0001 per share                                           (1,060)             -
                                                       -----------    -----------
Total Stockholders' Deficiency                            (676,544)      (788,789)
                                                       -----------    -----------
                                                       $   341,288    $   264,804
                                                       ===========    ===========
</TABLE>

                 See notes to condensed financial statements.

                                      F-1

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

                STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                          Three Months Ended June 30,   Six Months Ended June 30,       From
                                              2003           2002          2003          2002         Inception
                                           (Unaudited)    (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)
                                           -----------   ------------  ------------   ------------  ------------
<S>                                       <C>            <C>           <C>            <C>           <C>
Revenues:
  Investment Income                        $       421   $        549  $      1,173   $      2,054  $      8,310
                                           -----------   ------------  ------------   ------------  ------------
Costs and Expenses:
  Professional Fees                             58,266         14,550        74,729         72,529       654,483
  Consulting Fees                                9,000          3,800         9,000          3,800       572,648
  Rent, Related Parties                          1,500          1,500         3,000          3,000        33,309
  General and Administrative                   105,418         18,491       172,898         37,502       648,411
  Interest, Stockholder                         11,475         11,008        22,950        325,820       419,889
                                           -----------   ------------  ------------   ------------  ------------
                                               185,659         49,349       282,577        442,651     2,328,740
                                           -----------   ------------  ------------   ------------  ------------
Net Loss                                   $  (185,238)  $    (48,800) $   (281,404)  $   (440,597) $ (2,320,430)
                                                                                                    ============

Other Comprehensive Gain (Loss)                 30,142        (24,031)       27,649        (27,797)
                                           -----------   ------------  ------------   ------------

Comprehensive Loss                         $  (155,096)  $    (72,831) $   (253,755)  $   (468,394)
                                           ===========   ============  =============  ============

Net Loss Per Common Share                  $     (0.02)  $      (0.01) $      (0.03)  $      (0.07)
                                           ===========   ============  =============  ============

Weighted Average Common Shares Outstanding   9,315,315      6,591,327      8,998,649     6,587,994
                                           ===========   ============  =============  ============

</TABLE>

                 See notes to condensed financial statements.

                                      F-2

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

                           STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                           Cumulative
                                                          Six Months Ended June 30,           from
                                                           2003              2002           Inception
                                                        (Unaudited)       (Unaudited)      (Unaudited)
                                                       ------------       ------------     ------------
<S>                                                    <C>                <C>              <C>
Cash Flows From Operating Activities:
   Net loss                                            $  (281,404)       $  (440,597)     $(2,320,430)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
  Depreciation                                                 339                393            1,682
  Expenses paid by issuance of common stock                366,000              5,970        1,057,833
  Expenses paid on behalf of Company by stockholder              -                  -              829
  Beneficial conversion on loan payable, stockholder             -            307,800          333,000
  Officer advances recorded as compensation                      -             12,916           25,830
  Change in operating assets and liabilities:
    Increase in officer advances                           (48,000)                 -          (73,830)
    Increase in land deposits and deferred
      development costs                                          -            (20,000)         (53,500)
    Increase in accounts payable                               639             13,467           52,888
    Increase (decrease) in accrued officers salaries      (201,498)                 -          159,532
    Increase in accrued liabilities, related parties        22,393             19,009           76,332
                                                       ------------       ------------     ------------
      Net cash used in operating activities               (141,531)          (101,042)        (739,834)
                                                       ------------       ------------     ------------

Cash Flows From Investing Activities:
  Purchases of property and equipment                            -               (496)          (2,979)
  Purchases of investment securities                        (1,173)            (2,054)        (275,304)
                                                       ------------       ------------     ------------
      Net cash used in investing activities                 (1,173)            (2,550)        (278,283)
                                                       ------------       ------------     ------------

Cash Flows From Financing Activities:
  Proceeds from line of credit                                 (21)            49,693           49,163
  Increase in bank overdraft                                    67                  -           25,038
  Proceeds of loans from officer                           106,070                  -          271,751
  Repayment of loans from officer                          (63,412)                 -          (96,872)
  Proceeds from note payable                               100,000                  -          100,000
  Proceeds from loans from stockholder                           -             30,000          380,000
  Proceeds from issuance of common stock                         -                  -          157,037
  Proceeds from common stock subscribed                          -             23,500          132,000
                                                       ------------       ------------     ------------
      Net cash provided by financing activities            142,704            103,193        1,018,117
                                                       ------------       ------------     ------------

Net Increase in Cash and Cash Equivalents                        -               (399)               -

Cash and Cash Equivalents, Beginning                             -                660                -
                                                       ------------       ------------     ------------

Cash and Cash Equivalents, Ending                      $         -        $       261      $         -
                                                       ============       ============     ============

Supplemental Disclosures of Non-Cash Investing
  and Financing Activities:
    Unrealized gain (loss) on investment securities
      available for sale, net of income taxes of
      $(10,230) and $18,900 respectively               $     20,553       $    (27,798)
                                                       ============       ============

</TABLE>

                 See notes to condensed financial statements.

                                      F-3

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

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2003





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,  2003  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 2002 Annual Report on
         Form 10-K for the year ended December 31, 2002.

         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,  2002
         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,
         which commenced financial activities in 2000, is a real estate holding
         and development company established to develop commercial, industrial,
         and residential properties.  Since  that  time,  the  Company has been
         principally  engaged  in  organizational  activities,  business   plan
         development
                                      F-4

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

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2003





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

      DEVELOPMENT STAGE COMPANY (Continued)

         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.

      DEFERRED TAX ASSET

         Deferred tax asset consists of the following:

<TABLE>
<CAPTION>
                       2003       2002
<S>                 <C>        <C>
Deferred tax asset     $13,770    $24,000
Valuation allowance    -13,770  -24,000
                    $      -0- $      -0-
</TABLE>

      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.
                                      F-5

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

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 JUNE 30, 2003





NOTE 2.LOANS 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, all of which had
      been funded at December 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 June
      30,  2003, the Company accrued interest  of  approximately  $76,000.  The
      stockholder  owned  approximately  547,500 shares of common stock at June
      30, 2003.

      In December 2002, the stockholder advanced  an additional $10,000 loan to
      the  Company  that  is separate from the above debenture.   The  loan  is
      unsecured, provides for interest at 15% commencing December 2002, and was
      due with accrued interest  on June 2, 2003, but was subsequently extended
      indefinitely until paid in full.

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% (5.75% at June 30, 2003)  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 $238,491 at June 30, 2003.  The outstanding balance was
      $49,163 as of June 30, 2003.

NOTE 4.   NOTE PAYABLE

      On  June  6,  2003, the Company executed a secured  promissory  note  for
      $100,000 with Ty Investment Corporation.   The  interest  rate is 12% and
      the maturity date is  December  1,  2003.   The note is collateralized by
      10,600,000 newly issued shares of the Company's  restricted  common stock
      and  4,700,000  shares  of  the  Company's  common stock owned by certain
      directors of the Company.  At the date of maturity, the Company is to pay
      the $100,000 principal, accrued interest on the principal, plus a premium
      payment of $50,000, and, in addition, 1,200,000  shares of the 10,600,000
      newly issued shares held in escrow.  The 10,600,000  newly  issued shares
      of  the  Company's  common stock were recorded as Treasury Stock  at  par
      value of $.0001 a share.   At  maturity,  the  10,600,000  shares will be
      cancelled, and 1,200,000 shares will be issued and recorded  as loan fees
      at  market  value  of  the  stock  on the date the stock is issued.   The
      $50,000 premium is being accrued and  recorded as loan fees at $8,333 per
      month.  In addition, Mr. Richard Galterio  was  appointed to the Board of
      Directors effective June 6, 2003, and will remain  a  director  until the
      loan is paid off.

NOTE 5.RELATED PARTY TRANSACTIONS

      OFFICER COMPENSATION

         Salary  of  approximately  $62,502 has been accrued for the six months
         ended June 30, 2003, for the Chief Executive Officer of the Company.

                                      F-6

<PAGE>

NOTE 5.RELATED PARTY TRANSACTIONS (Continued)

             OFFICER COMPENSATION (Continued)

         In February 2003, the Vice President  of  Public  Relations  was given
         1,800,000   shares   of  the  Company's  restricted  common  stock  as
         compensation for services  to  the  Company  for the period April 2000
         through December 2003.  The Company estimates the fair value of the
         common  stock  issued  to  be  approximately  $360,000.   Accordingly,
         $264,000  was  accrued  and recorded as officer salary  in  2002,  and
         $48,000 was accrued and recorded as officer salary for
         the  six months ended June  30,  2003.   The  balance  of  $48,000  in
         compensation has been recorded as officer advance and will be expensed
         to officer salary at $8,000 per month through December, 2003.

             LOANS FROM OFFICERS

         The Company  made advances to and received advances from the Company's
         Chief Executive  Officer.   These advances are generally due on demand
         and bear no interest and relate  primarily  to operating expenses such
         as  utilities,  telephone,  professional  fees and  internet  services
         incurred  on behalf of the Company and reimbursed  to  the  CEO.   The
         outstanding  balance  of  the  loans from the CEO at June 30, 2003 was
         approximately $114,900.

         The Vice President of Public Relations  of the Company advanced a loan
         to the Company for $60,000 in March 2003.   The  loan is due on demand
         and bears no interest.

NOTE 6.   INVESTMENT REFUNDS PAYABLE

      In  May  2003,  the  company  paid  $1,000  due as a refund  of  a  stock
      subscription cancelled in October 2001 from an  unqualified investor, and
      $100 due as a refund of an overpayment for a stock  subscription received
      in August 2002.

NOTE 7.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 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.

                                      F-7

<PAGE>

NOTE 7.COMMITMENTS (Continued)

      LAND CONTRACTS (Continued)

         The closing was again extended to December 30, 2002, then to March 31,
         2003, then to July 31,
         2003, and subsequently to October 30, 2003, with no additional deposit
         required.  The deposits are recorded  as  land  deposits  and deferred
         development costs on the accompanying balance sheet.

         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 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.

      PROFESSIONAL SERVICES AGREEMENTS

           The Company  entered into an agreement dated February 18, 2003, with
         National Asset Funding,  Inc.  for  certain  professional  services in
         connection  with  preparing a private placement memorandum with  which
         the Company hopes to  issue  and  sell  its  own corporate bonds.  The
         agreement  requires  a  $20,000  non-refundable engagement  fee,  with
         $5,000 due at signing, which the Company  has paid, and the balance of
         $15,000 due at the Company's earliest convenience.  The Company issued
         100,000 shares of its restricted common stock  on  June  6,  2003,  in
         payment  of the balance due.  The 100,000 shares issued were valued at
         $.06 a share, the market value at date of issue. Therefore, $6,000 was
         recorded as professional fees.

         The Company  entered  into  an agreement dated May 6, 2003, with Edge,
         LLC for certain consulting services  through  December  1,  2003.  The
         agreement  requires  retainers  and  fees  totaling $8,000, which  the
         Company has paid and expensed as consulting fees.

      LOAN PROPOSALS RECEIVED

           On July 11, 2003, Funding America Mortgage Corporation issued a loan
         commitment application for $12,000,000 to the  Company.   The interest
         rate is the six-month LIBOR plus a margin of 550 basis points,  with a
         floor of 7%.  The loan term is five years with a 20 year amortization.
         There  is  a  loan  guaranty  fee  of  $880,000,  which  is due at the
         execution  of  loan commitment, and an application fee of $10,000  due
         upon signing the  loan  commitment  application, which the Company has
         paid.  This replaced the loan commitment  application  issued December
         12,  2002.   The  new  loan  commitment  has no expiration date.   The
         Company has not executed the loan because  it  is  seeking  additional
         financing needed.

            The Company has prepared a private placement memorandum with  which
         it hopes  to issue and sell its own corporate bonds.  The bonds are to
         backed by a funding agreement with a AAA rated insurance company.  The
         Company has  not  yet identified any insurance company for the funding
         agreement, nor any  bond  broker  to  sell the bonds.  The Company has
         entered into an agreement with National Asset Funding, Inc. to provide
         professional services in connection with this process.

                                      F-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 the Company 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.  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 the property.  If we do not purchase the
property, 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:

Present                             -  seek and obtain financing for the
                                       purchase of the Sumter property

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

                                    -  commence sales of the Wellington lots

Eighteen to twenty-four months      -  complete the DRI and land use plan
                                       Designation

after purchase of Sumter County        amendment procedures for Sumter County
project property
                                    -  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 for an alternate property.  We
would also seek to identify a property in an area that is likely to experience
an increase in population on property values.

       The Company has prepared the necessary documents for closing the loan as
per the request of Funding America Mortgage Corporation. The documents consist
of (1) Appraisal, (2) Environmental Phase 1 report and (3) survey of the
Property in Sumter County. We have sent all 3 documents to Funding America in
June, 2003. The exact closing date depends on Funding America's review of such
documents.

       The Company has secured a $100,000 loan with TY Investments Inc, a
Virginia corporation, with 10,600,000 shares of the Company's common stock as
collateral.

       The Company has retained Berkovits, Lago & Company, LLP, CPA's as the
independent auditor.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

       This Form 10-QSB quarterly report and other reports, as well as other
written and oral statements made or released by the Company, may contain
forward looking statements. Forward-looking statements are statements that
describe, or that are based on, the Company's current expectations, estimates,
projections and beliefs. Forward-looking statements are based on assumptions
made by the Company, and on information currently available to the Company.
Forward-looking statements describe the Company's expectations today of what it
believes is most likely to occur or may be reasonably achievable in the future,
but such statements do not predict or assure any future occurrence and may turn
out to be wrong. You can identify forward-looking statements by the fact that
they do not relate strictly to historical or current facts. The words
"believe," "anticipate," "intend," "expect," "estimate," "project", "predict",
"hope", "should", "may", and  "will", other words and expressions that have
similar meanings, and variations of such words and expressions, among others,
usually are intended to help identify forward looking statements.

       Forward-looking statements are subject to both known and unknown risks
and uncertainties and can be affected by inaccurate assumptions we might make.
Risks, uncertainties and inaccurate assumptions could cause actual results to
differ materially from historical results or those currently anticipated.
Consequently, no forward-looking statement can be guaranteed. The potential
risks and uncertainties that could affect forward looking statements include,
but are not limited to statements concerning our operations, economic
performance, financial condition, growth and acquisition strategies,
investments, and future operational plans.  In addition, other risks,
uncertainties, assumptions, and factors that could affect the Company's results
and prospects have been and may further be described in the Company's prior and
future filings with the Securities and Exchange Commission and other written
and oral statements made or released by the Company.

       The Company cautions you not to place undue reliance on any forward-
looking statements, which speak only as of the date of this document. The
information contained in this report is current only as of its date, and the
Company assumes no obligation to update any forward-looking statements.

ITEM 3.  CONTROLS AND PROCEDURES.

       The Company maintains a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial statements
and other disclosures included in this report, as well as to safeguard assets
from unauthorized use or disposition.  Within 90 days prior to the filing of
this report, the Company's Chief Executive Officer and principal financial
officer have evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures with the assistance and
participation of other members of management.  Based upon that evaluation, the
Company's Chief Executive Officer and principal financial officer concluded
that the Company's disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information the Company is required to
disclose in the reports it files under the Securities Exchange Act of 1934
within the time periods specified in the SEC's rules and forms.  There have
been no significant changes in the Company's internal controls or in other
factors which could significantly affect internal controls subsequent to the
date the Company carried out its evaluation.


                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

       There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES.

       There have been no changes or modifications in the Company's securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

       There has been no default upon senior securities.

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

       No matters were submitted to a vote of the security holders during the
quarterly period covered by this report.

ITEM 5.  OTHER INFORMATION.

       None; not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

       Index of exhibits required by Item 601 of Regulation S-B:

EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
3.1         Certificate of Incorporation (1)
3.2         By-Laws (1)
3.3         Certificate of Incorporation, as amended (2)
4.1         Form of Common Stock Certificate (3)
4.2         2002 Stock Option and Stock Award Plan (4)
10.1        Land Sales Contract between Bigham Farms Inc. and Solomon Lam (5)
10.2        Land Sales Contract between Bigham Hide Inc. and Solomon Lam (5)
10.3        Addendum to Land Sales Contract dated August 22, 2001 between
            Bigham Farms Inc. and Soloman Lam (5)
10.4        Addendum to Land Sales Contract dated August 22, 2001 between
            Bigham Hide Inc. and Soloman Lam (5)
10.5        Second Amendment to Land Sales Contract dated October 18, 2001
            between Bigham Farms, Inc. and Soloman Lam (6)
10.6        Second Amendment to Land Sales Contract dated October 18, 2001
            between Bigham Hide, Inc., and Soloman Lam (6)
10.7        Convertible Debenture dated January 18, 2002 in the principal
            amount of $370,000 issued to Ken Myron (6)
10.8        Contract for Sale and Purchase dated February 7, 2002 between
            Bigham Hide Company, Inc., and Soloman Lam and/or Assigns (6)
10.9        Addendum to Contract for Sale and Purchase dated February 12, 2002
            between Bigham Hide Company, Inc., and Soloman Lam and/or Assigns
            (6)
10.10       Vacant Land Contract dated December 28, 2001 between Stephen
            Gruberg and Soloman Lam (Lot 302)(6)
10.11       Vacant Land Contract dated December 28, 2001 between Jacob Gruberg
            and Soloman Lam (Lot 303)(6)
10.12       Vacant Land Contract dated December 26, 2001 between Barry Gruberg
            and Soloman Lam (Lot 304) (6)
10.13       Vacant Land Contract dated December 26, 2001 between Mildred
            Gruberg and Soloman Lam (Lot 305) (6)
10.14       Contract for Sale and Purchase dated December 24, 2001 between
            Universal Asset Recovery, Inc. and Soloman Lam with Vacant Land
            Addendum (6)
10.15       Vacant Land Contract dated December 27, 2001 between George Odian
            and Soloman Lam (Lot 310) (6)
10.16       Vacant Land Contract dated December 26, 2001 between Robert Isaly
            and Soloman Lam (Lot 311) (6)
10.17       Vacant Land Contract dated December 26, 2001 between Bruce McClean
            and Soloman Lam (Lot 312) (6)
10.18       Vacant Land Contract dated December 29, 2001 between Dr. Bruce
            Vogel and Stephen Fox and Soloman Lam (Lot 314)(6)
10.19       Addendum to Purchase and Sale Agreement - Extension dated April 30,
            2002 between Bigham Hide Company, Inc. and Soloman Lam and/or
            assigns (7)
10.20       Promissory Note and Security Agreement dated January 18, 2002
            between First Union National Bank and Newport International Group,
            Inc. (8)
10.21       THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENT DATED FEBRUARY 12,
            2002 BETWEEN BIGHAM HIDE COMPANY, INC AND SOLOMAN LAM AND/OR
            ASSIGNS (9)
10.22       FOURTH ADDENDUM TO PURCHASE AND SALE AGREEMENT DATED FEBRUARY 12,
            2002 BETWEEN BIGHAM HIDE COMPANY, INC AND SOLOMAN LAM AND/OR
            ASSIGNS (10)
99.1        Certification of Chief Executive Officer and Chief Financial
            Officer (11)

----------------------------
   (1)    Filed as an exhibit of the same number to the Registrant's (formerly
          known as First Philadelphia Capital Corp.) Form 10-SB dated May 10,
          2000.
   (2)    Filed as exhibit 3.1 to the Registrant's current report on Form 8-K
          dated February 5, 2001.
   (3)    Filed as an exhibit of the same number to the Registrant's Form SB-2
          dated August 31, 2001.
   (4)    Filed as an exhibit of the same number to the Registrant's Form S-8
          dated August 14, 2002.
   (5)    Filed as an exhibit of the same number to Amendment No. 1 to the
          Registrant's Form SB-2 dated December 5, 2001.
   (6)    Filed as an exhibit of the same number to the Registrant's Form 10-
          KSB dated March 31, 2002.
   (7)    Filed as an exhibit of the same number to Post-Effective Amendment
          No. 1 to Form SB-2 filed May 13, 2002.
   (8)    Filed as exhibit 10.20 to the Registrant's Post-Effective Amendment
          No. 2 to Form SB-2 filed June 11, 2002.
   (9)    Filed as exhibit 10.19 to the Registrant's Form 10-KSB dated April
          21, 2003.
   (10)   Filed as exhibit 10.20 to the Registrant's Form 10-KSB dated April
          21, 2003.
   (11)   Filed herewith.

(b) Reports on 8-K:

       None; not applicable.



                                  SIGNATURES

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

                                        NEWPORT INTERNATIONAL GROUP INC.
                                        (Registrant)


Date: 9/24/2003                         /s/ Soloman Lam
                                        ---------------------------------------
                                        By:  Soloman Lam
                                        Its: President, Chief Executive Officer
                                        Treasurer and Director
                                        (Principal Executive, Financial and
                                        Accounting Officer)



<PAGE>
                                 CERTIFICATION

I, Soloman Lam, certify that:

       1.      I have reviewed this quarterly report on Form 10-QSB/A of
               Newport International Group Inc.;

       2.      Based on my knowledge, this quarterly report does not contain
               any untrue statement of a material fact or omit to state a
               material fact necessary to make the statements made, in light of
               the circumstances under which such statements were made, not
               misleading with respect to the period covered by this quarterly
               report;

       3.      Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition,
               results of operations and cash flows of the registrant as of,
               and for, the periods presented in this quarterly report;

       4.      The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures  (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:  a) designed such disclosure
               controls and procedures to ensure that material information
               relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those
               entities, particularly during the period in which this quarterly
               report is being prepared;  b)  evaluated the effectiveness of
               the registrant's disclosure controls and procedures as of a date
               within 90 days prior to the filing date of this quarterly report
               (the "Evaluation Date"); and  c) presented in this quarterly
               report our conclusions about the effectiveness of the disclosure
               controls and procedures based on our evaluation as of the
               Evaluation Date;

       5.      The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's
               auditors and the audit committee of registrant's board of
               directors (or persons performing the equivalent function):  a)
               all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and  b)  any fraud, whether or
               not material, that involves management or other employees who
               have a significant role in the registrant's internal controls;
               and

       6.      The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions
               with regard to significant deficiencies and material weaknesses.



Date: 9/24/2003                         /s/ Soloman Lam
                                        -----------------------------------
                                        By:  Soloman Lam
                                        Its: Chief Executive Officer,
                                        President, Principal Executive,
                                        Financial and Accounting Officer


<PAGE>
                                                                EXHIBIT 99.1


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report of Newport International Group
Inc. (the "Company") on Form 10-QSB/A for the period ending June 30, 2003 as
filed with the United States Securities and Exchange Commission on the date
hereof (the "Report"), I, Soloman Lam, Chief Executive Officer and Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

       (1)      The Report fully complies with the requirements of section
                13(a) or 15(d) of the Securities Exchange Act of 1934; and

       (2)      The information contained in the Report fairly presents, in all
                material respects, the financial condition and result of
                operations of the Company.


Date: 9/24/2003                            /s/ Soloman Lam
                                           -----------------------------------
                                           By: Soloman Lam
                                           Its: Chief Executive Officer and
                                           Chief Financial Officer