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

                           FORM 10-QSB / Amendment #2

                                  (Mark One)

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

                        For the quarterly period ended
                              September 30, 2002

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

        For the transition period from ______________ to _____________

                        Commission file number 0-30587

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


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


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

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


Check whether the issuer: (1) filed all reports required to be filed by Section
13  or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                               [X] Yes   [ ] No

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

                       Outstanding at September 30, 2002
                  Common Stock, par value $0.0001 - 7,481,982

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




THESE FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY OUR INDEPENDENT AUDITORS.


                          NEWPORT INTERNATIONAL GROUP, INC
                           (A DEVELOPMENT STAGE COMPANY)



                       INDEX TO CONDENSED FINANCIAL STATEMENTS




                                                      PAGE

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-10






THESE FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY OUR INDEPENDENT AUDITORS.


                      NEWPORT INTERNATIONAL GROUP, INC.

                       (A Development Stage Company)

                              BALANCE SHEETS



                        ASSETS
                        ------
                                                           September 30,   December 31,
                                                               2002           2001
                                                            (Unaudited)
                                                            -----------    -----------

Cash and Cash Equivalents                                   $        --    $       660

Investment Securities                                           190,760        264,474

Officer Advances                                                  6,457         25,830

Prepaid Financing Costs                                           9,868          9,868

Land Deposits and Deferred Development Costs                     53,500          8,501

Property and Equipment                                            1,877          1,816

Deferred Tax Asset                                                   --          2,400
                                                            -----------    -----------
                                                            $   262,462    $   313,549
                                                            ===========    ===========

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

Liabilities:
 Line of credit                                             $    49,441    $        --

 Bank overdraft                                                  16,819             --

 Accounts payable                                                12,573          2,417

 Loans From Officer                                              62,300             --

 Accrued liabilities, related parties                            27,714             --

 Loan payable, stockholder                                      370,000        312,000
                                                            -----------    -----------
Total Liabilities                                               538,847        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,
  7,551,158 shares issued and outstanding                           748            658
 Stock subscription receivable                                       --        (58,600)
 Additional paid-in capital                                   1,295,951        325,034
 Deficit accumulated during development stage                (1,490,272)      (263,872)
 Accumulated other comprehensive loss                           (82,812)        (4,088)
                                                            -----------    -----------

Total Stockholders' Deficiency                                 (276,385)          (868)
                                                            -----------    -----------
                                                            $   262,462    $   313,549
                                                            ===========    ===========

                 See notes to condensed financial statements.
                                      F-1






THESE FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY OUR INDEPENDENT AUDITORS.


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

              STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS



                                                                                                                              Cumulative
                                                Three Months Ended September 30,        Nine Months Ended September 30,          From
                                                    2002               2001                2002               2001             Inception
					        (Unaudited)         (Unaudited)	        (Unaudited)        (Unaudited)        (Unaudited)
                                                -----------         -----------         -----------        -----------        -----------
Revenues:
        Investment income                       $       557         $        --         $     2,611        $        --        $     6,579
                                                -----------         -----------         -----------        -----------        -----------

Costs and Expenses:
        Professional fees                           300,429              19,336             372,958             37,176            462,517
        Consulting fees                             419,100                  --             422,900             25,248            545,648
        Rent, related parties                         1,500               1,500               4,500              6,500             20,447
        General and administrative                   29,311               9,571              67,953             16,761             96,719
        Interest, stockholder                        36,020                  --             360,700                 --            371,520
                                                -----------         -----------         -----------        -----------        -----------
                                                    786,360              30,407           1,229,011             85,685          1,496,851
                                                -----------         -----------         -----------        -----------        -----------

Net Loss                                        $  (785,803)        $   (30,407)        $(1,226,400)       $   (85,685)       $(1,490,272)
                                                                                                                              ===========

Other Comprehensive Loss                            (50,927)                 --             (78,724)                --
                                                -----------         -----------         -----------        -----------

Comprehensive Loss                              $  (836,730)        $   (30,407)        $(1,305,124)       $   (85,685)
                                                ===========         ===========         ===========        ===========

Net Loss Per Common Share                       $     (0.11)        $     (0.01)        $     (0.18)       $     (0.02)
                                                ===========         ===========         ===========        ===========

Weighted Average Common Shares Outstanding        7,040,066           5,670,520           6,744,399          5,223,507
                                                ===========         ===========         ===========        ===========


                 See notes to condensed financial statements.
                                      F-2






THESE FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY OUR INDEPENDENT AUDITORS.


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

                         STATEMENTS OF CASH FLOWS


                                                                                                              Cumulative
                                                                        Nine Months Ended September 30,          from
                                                                           2002                2001            Inception
                                                                        (Unaudited)         (Unaudited)       (Unaudited)
                                                                        -----------         -----------       -----------
Cash Flows From Operating Activities:
   Net loss                                                             $(1,226,400)        $   (85,685)      $(1,490,272)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
        Depreciation                                                            626                 201             1,102
        Expenses paid by issuance of common stock                           639,007                  --           640,233
        Expenses paid on behalf of Company by stockholder                        --                  --               829
        Beneficial conversion on loan payable, stockholder                  333,000                  --           333,000
        Officer advances recorded as compensation                            19,373                  --            19,373
        Change in operating assets and liabilities:
                Increase in prepaid financing costs                             --               (9,868)           (9,868)
                Increase in land deposits and deferred development costs    (44,999)                 --           (53,500)
                Increase in accounts payable                                 10,156               2,525            12,573
                Increase in accrued liabilities, related parties             27,714                  --            27,714
                                                                        -----------         -----------       -----------
                        Net cash used in operating activities              (241,523)            (92,827)         (518,816)
                                                                        -----------         -----------       -----------

Cash Flows From Investing Activities:
        Purchases of property and equipment                                    (687)             (2,160)           (2,979)
        Purchases of investment securities                                   (2,610)                 --          (273,572)
                                                                        -----------         -----------       -----------
                        Net cash used in investing activities                (3,297)             (2,160)         (276,551)
                                                                        -----------         -----------       -----------

Cash Flows From Financing Activities:
        Proceeds from line of credit                                         49,441                  --            49,441
        Proceeds from bank overdraft                                         16,819                  --            16,819
        Proceeds of loans from officer                                       62,300                  --            95,760
        Repayment of loans from officer                                          --             (31,160)          (33,460)
        Cash advanced to officer                                                 --                  --           (25,830)
        Proceeds from convertible debenture                                  58,000                  --           370,000
        Proceeds from issuance of common stock                                   --             153,127           157,037
        Proceeds from common stock subscribed                                57,600             (57,641)          165,600
                                                                        -----------         -----------       -----------
                        Net cash provided by financing activities           244,160              64,326           795,367
                                                                        -----------         -----------       -----------

Net Increase in Cash and Cash Equivalents                                      (660)            (30,661)               --

Cash and Cash Equivalents, Beginning                                            660              36,320                --

Cash and Cash Equivalents, Ending                                       $        --         $     5,659       $        --
                                                                        ===========         ===========       ===========

Supplemental Disclosures of Non-Cash Investing
        and Financing Activities:
                Unrealized loss on investment securities available
                   for sale, net of income taxes of $30,800             $    52,012         $        --
                                                                        ===========         ===========


                 See notes to condensed financial statements.
                                      F-3






THESE FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY OUR INDEPENDENT AUDITORS.


                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002




NOTE 1.SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION

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

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

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



      DEVELOPMENT STAGE COMPANY

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

                                      F-4





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002




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

      DEVELOPMENT STAGE COMPANY (Continued)

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

      NAME CHANGES

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

      DEFERRED DEVELOPMENT COSTS

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

      PREPAID FINANCING COSTS

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

      DEFERRED TAX ASSET

         Deferred tax asset consists of the following:

                                   2002        2001
                                 --------    --------
          Deferred tax asset      $30,800      $2,400
          Valuation allowance     -30,800         -0-
                                 --------    --------
                                  $   -0-      $2,400
                                 ========    ========



      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





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 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 $370,000
      had been funded at September 30, 2002.  The debenture, which provides for
      interest  at  12%  commencing February 2002, is convertible  into  common
      stock of the Company  at   $0.10  per  share  and is due on demand. As of
      September  30,  2002,  the  Company  accrued  interest  of  approximately
      $27,700.  The stockholder owned approximately 708,000  shares  of  common
      stock at September 30, 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
      (90% of $342,000  received)  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.  In July 2002, when
      the remaining  $28,000  was  received, the Company recorded a discount in
      the amount of $25,200 and amortized this discount as interest expense.

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 September  30,  2002)  and  is  adjustable
      monthly. The  line is guaranteed by certain officers and directors of the
      Company and is  secured  by  certain  investment securities held at First
      Union having a value of approximately $190,760  at  September  30,  2002.
      The outstanding balance was $49,441 as of September 30, 2002.

NOTE 4.RELATED PARTY TRANSACTIONS

      OFFICER COMPENSATION

         In  2001,  the  Chief  Executive  Officer  of  the Company was given a
         $25,830  advance  against  a  salary  to  begin being  paid  in  2002.
         Accordingly, compensation of approximately  $21,000   was recorded for
         the nine months ended September 30, 2002.




            STOCKHOLDER TRANSACTIONS

         The  Company entered into an agreement dated September 16,  2002  with
         Elizabeth  Alfieri,  a stockholder, for certain referral and financial
         services.  The Company  issued  90,000  shares  of its common stock on
         September 18, 2002 for these services.  The market value of the common
         stock  issued  September 18, 2002 was $0.24 a share,  or  a  total  of
         $21,000, which was  recorded as consulting fees.  The stock was issued
         pursuant to a Form S-8  registration  filed  August  16, 2002 with the
         SEC, and explained in NOTE 6 below.


                                      F-6






                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002




         The Company issued 160,000 shares of its common stock  on September 4,
         2002  to Ken Myron, a stockholder, for referral services.  The  market
         value  of  the  common  stock  issued on September 4, 2002 was $0.75 a
         share, or  a  total  of $120,000,  which  was recorded as professional
         fees.  The stock  was issued pursuant to a Form S-8 registration filed
         August 16, 2002 with the SEC, and explained in NOTE 6 below.

                  NOTE 4.RELATED PARTY TRANSACTIONS (Continued)

      STOCKHOLDER TRANSACTIONS (Continued)

         The Company issued  5,300  shares of its common stock to Tim Janota, a
         stockholder, on August 16, 2002  for  development,  and  building  the
         Company's  website.   The  market  value of the common stock issued on
         August 16, 2002 was $1.05 a share, or  a  total  of  $5,565, which was
         recorded as website costs.  The stock was issued pursuant to a Form S-
         8 registration filed on August 16, 2002 with the SEC, and explained in
         NOTE 6 below.

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 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.   The closing was
         subsequently  again  extended to December 30, 2002 with no  additional
         deposit required.




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

      MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT

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

                                      F-7





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002




NOTE 5.COMMITMENTS (Continued)

      MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT (Continued)

         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 November 15, 2002.

      FINANCE CONSULTING AGREEMENTS

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

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

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




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

         The Company entered into  an  agreement dated July 25, 2002 with James
         Wang for certain consulting and  business  development  services.  The
         Company  issued 50,000 shares of its common stock on August  16,  2002
         for these  services.   The  market  value  of  the common stock issued
         August 16, 2002 was $1.05 a share, or a total of  $52,500,  which  was
         recorded  as consulting fees.  The stock was issued pursuant to a Form
         S-8 registration  filed August 16, 2002 with the SEC, and explained in
         NOTE 6 below.

                                      F-8






                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002


NOTE 5.COMMITMENTS (Continued)

      FINANCE CONSULTING AGREEMENTS (Continued)

         The Company entered into an agreement dated August 13, 2002 with Beryl
         Ziskind for certain financial consulting services.  The Company issued
         100,000 shares of its  common  stock on August 16, 2002, 20,000 shares
         of its common stock on August 21,  2002,  and  180,000  shares  of its
         common  stock on August 22, 2002 for these services.  The market value
         of the common  stock  issued  on August 16, 2002 was $1.05 a share, or
         $105,000; the market value of the  common  stock  issued on August 21,
         2002  was  $1.05  a share, or $21,000; and, the market  value  of  the
         common stock issued on August 22, 2002 was $1.31 a share, or $217,800.
         Therefore, a total  of  $343,800  was recored as consulting fees.  The
         stock was issued pursuant to a Form  S-8  registration filed on August
         16, 2002 with the SEC, and explained in NOTE 6 below.

      PROFESSIONAL SERVICES AGREEMENTS

         The  Company  entered into an agreement dated  July  19, 2002 with Ron
         Gee for certain professional promotional services.  The Company issued
         50,000  shares  of  its  common  stock on August 16, 2002 and  200,000
         shares of its common stock on September  15,  2002 for these services.
         The market value of the common stock issued on  August  16,  2002  was
         $1.05  a  share,  or $52,500, and the market value of the common stock
         issued  on  September   15,  2002  was  $0.22  a  share,  or  $44,000.
         Therefore, a total of $96,000  was recorded as professional fees.  The
         stock was issued pursuant to a Form  S-8 registration filed August 16,
         2002 with the SEC, and explained in NOTE 6 below.

         The  Company  entered  into an agreement  dated  February 6, 2002 with
         Terry  Ritchie  for  certain professional promotional  services.   The
         Company issued 20,000 share of its common stock on August 29, 2002 for
         these services.  The market value of the common stock issued on August
         29, 2002 was $1.31 a share,  or a total of $26,200, which was recorded
         as professional fees.  The stock  was  issued  pursuant  to a Form S-8
         registration filed August 16, 2002 with the SEC, and explained in NOTE
         6 below.

         The  Company  issued  450 shares of its common stock to Jason Green on
         August 16, 2002 for managing the Company's website.  The market  value
         of the common stock issued on August 16, 2002 was $1.05 a share, or  a
         total  of  $473,  which  was recorded as website costs.  The stock was
         issued pursuant to a Form  S-8  registration  filed on August 16, 2002
         with the SEC, and explained in NOTE 6 below.




      LOAN PROPOSALS RECEIVED

         On June 25, 2002, the Company received a loan commitment of $9,745,000
         from Old Standard Insurance Company.  This consists  of  approximately
         $7,700,000  towards  the  purchase price of $15,000,000 on the  Sumter
         County, Florida property.   The  balance  is  to  be used for interest
         reserve, soft costs and various fees.  The interest  rate  is fixed at
         14%, the loan fee is 4%, there is a 1% commitment fee due at  time  of
         acceptance, and an exit fee of 5-10% depending on when loan is repaid.
         There is also a $45,000 due diligence and appraisal fee.

                                      F-9





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 2002




NOTE 5.    COMMITMENTS (Continued)

      LOAN PROPOSALS RECEIVED (Continued)

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

         The  Company  is  conducting its own due diligence process,  and  will
         review all the terms  of both the above proposals before proceeding to
         any commitment and has  not  made  any  commitment  as of November 15,
         2002.

NOTE 6.   FORM S-8 REGISTRATION

      On  August 16, 2002, the Company filed Form S-8 with the  Securities  and
      Exchange  Commission,  registering  1,000,000  shares of its common stock
      pursuant to the 2002 Stock Option and Stock Award  Plan.   The purpose of
      the  Plan is to provide incentive to attract, retain and motivate  highly
      qualified   and   competent   key   employees,  consultants,  independent
      contractors,  officers  and  directors  by  either  granting  options  to
      purchase shares of the common stock of the  Company, or issuing shares of
      common stock of the Company.  As of September  30,  2002, the Company has
      issued 875,750 shares of common stock pursuant to this  registration.  No
      stock options have been granted as of September 30, 2002.

                                      F-10





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

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

PLAN OF OPERATION

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

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

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

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

       The Company is also looking into  alternate  financing  arrangements. In
this  regard,  on  July 2, 2002, Remington Financial Group of Philadelphia,  PA
issued a financial loan term sheet for $15,000,000 to the Company. The interest
rate  is  fixed  at 10% per annum.   Remington  Financial  Group  has completed
its  due  diligence  process  and  is  waiting for an approval from the lending
committee for a commitment letter.



       The Company is working with United Financial  and ReInsurance Company of
the West Indies to find financing that is backed by a bond that is endorsed  by
ABN Amro Bank.  United has identified a lender, and is waiting for a reply.

       The  Company  is preparing a Private Placement Memorandum  with which it
hopes to issue and sell its own corporate bonds.  The bonds are to be 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  is  conducting  its  own due diligence on these  financing
proposals,  and will review the terms of all  proposals  before  accepting  any
commitment.

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


       The following is a proposed timetable for our activities:

Present                               - obtain financing for the purchase of
                                        the Wellington property

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

                                      - commence sales of Wellington lots

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

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

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

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



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

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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





                          PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

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

       On  August  16, 2002, the Company filed Form S-8 with the Securities and
Exchange Commission,  registering 1,000,000 shares of its common stock pursuant
to the 2002 Stock Option  and Stock Award Plan.   The purpose of the Plan is to
provide  incentive  to  attract,  retain  and  motivate  highly  qualified  and
competent key employees,  consultants,  independent  contractors,  officers and
directors by either granting options to purchase shares of common stock  of the
Company, or issuing shares of common stock of the Company.  As of September 30,
2002,  the  Company  has issued 875,750 shares of common stock pursuant to this
registration.  No stock options have been granted as of September 30, 2002.

ITEM 3.   DEFAULTING UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

             99.1  Certification of Chief Executive Officer and Chief Financial
                   Officer

          (b) Reports on Form 8-K

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

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




                                  SIGNATURES


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

                                        NEWPORT INTERNATIONAL GROUP, INC.



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

Date: November 19, 2002`