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

                                  FORM 10-QSB/A

                                   (Mark One)

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

                         For the quarterly period ended
                                 March 31, 2001

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

         For the transition period from                to
                                        --------------    --------------
                         Commission file number 0-30587

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


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


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

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


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

                                 [X] Yes [ ] No

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

                           Outstanding at May 12, 2000
                   Common Stock, par value $0.0001 - 5,000,000

                       ----------------------------------
<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


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

                          REVIEWED FINANCIAL STATEMENTS

                                 MARCH 31, 2001


<PAGE>


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


                                      INDEX

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

<TABLE>
<CAPTION>
                                                                                                                Page(s)
<S>                                                                                                             <C>
Independent Accountant's Report                                                                                   1

Financial Statements
   Balance Sheet as of March 31, 2001                                                                           2-3

   Statement of Operations for the 3 months ended March 31, 2001 and 2000 and
     for the period December 27, 1999 (inception) to March 31, 2001.                                              4

   Statement of Stockholders' Equity for the period December 27, 1999, (inception)
     to March 31, 2001.                                                                                           5

   Statement of Cash Flows for the 3 months ended March 31, 2001 and 2000, and
     for the period December 27, 1999 (inception) to March 31, 2001.                                              6

Notes to Financial Statements                                                                                  7-10
</TABLE>


                                       i
<PAGE>

                         INDEPENDENT ACCOUNTANT'S REPORT


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

We have reviewed the accompanying balance sheet of Newport International Group,
Inc. (a development stage company) as of March 31, 2001, and the related
statements of operations, stockholders' equity, and cash flows for the three (3)
months ended March 31, 2001 and 2000 and for the period from December 27, 1999
(inception), to March 31, 2001, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Newport International Group, Inc.

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

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


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

Wellington, Florida
May 1, 2001


                                       1
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                 March 31, 2001


                                     ASSETS

<TABLE>
<S>                                                   <C>                 <C>
CURRENT ASSETS

     Cash-Operating Account                           $     67,629
     Prepaid Consulting Fees                                10,000
                                                      ------------

Total Current Assets                                                      $     77,629

FIXED ASSETS
     Office Furniture & Equipment                     $        201
     Accumulated Depreciation                                  (11)
                                                      ------------

Total Fixed Assets                                                        $        190

OTHER ASSETS
     Organization Costs                               $        360
     Accumulated Amortization                                  (30)
     Patent Costs                                           41,614
     Deferred Development Costs                              3,500
                                                      ------------

Total Other Assets                                                        $     45,444
                                                                          -----------
TOTAL ASSETS                                                              $    123,263
                                                                          ============
</TABLE>

                 See Accompanying Notes and Accountant's Report


                                       2


<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                 March 31, 2001


                        LIABILITIES & STOCKHOLDERS EQUITY

<TABLE>
<S>                                                                       <C>                     <C>

CURRENT LIABILITIES                                                                               $           0
                                                                                                  -------------

Total Current Liabilities                                                                         $           0

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

Total Long Term Liabilities                                                                       $      44,170

                                                                                                  =============
TOTAL LIABILITIES                                                                                 $      44,170

COMMITMENTS, CONTINGENCIES, AND SUBSEQUENT EVENTS

STOCKHOLDERS EQUITY
   Preferred Stock - $.0001 Par Value, 5,000,000 Shares Authorized,
     None Issued                                                          $           0
   Common Stock - $.0001 Par Value, 20,000,000 Shares Authorized,
     5,000,000 Shares Issued and Outstanding                                        500
   Subscribed Common Stock                                                           76
   Additional Paid in Capital                                                   186,513
   Deficit Accumulated During Development Stage                                (107,996)
                                                                          -------------

TOTAL STOCKHOLDERS EQUITY                                                                         $      79,093
                                                                                                  -------------

TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                                           $     123,263
                                                                                                  =============
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       3
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Operations
                 For The 3 Months Ended March 31, 2001 and 2000
         And The Period From Dec. 27, 1999 (Inception) to March 31, 2001


<TABLE>
<CAPTION>
                                       For the 3            For the 3         Dec. 27, 1999
                                      Months Ended        Months  Ended       (Inception) to
                                      Mar. 31, 2001       Mar. 31, 2000       Mar. 31, 2001
                                      -------------       -------------       -------------
<S>                                   <C>                 <C>                 <C>
REVENUES                              $           0       $           0       $           0

COST OF SALES                                     0                   0                   0
                                      -------------       -------------       -------------
GROSS PROFIT                                      0                   0                   0
                                      -------------       -------------       -------------

OPERATING EXPENSES
   Auto Expense                                 144                   0                 758
   Organizational Expenses                        0                 299                 299
   Entertainment Expense                        441                   0                 768
   Travel Expense                                73                   0                  73
   Office Expense                             1,110                   0               2,448
   Postage                                      116                   0                 462
   Telephone                                     81                   0               1,398
   Professional Fees                          4,906                   0               5,900
   Contract Services                              0                   0                 395
   Consulting Fees                                0                   0              95,000
   Bank Charges                                  54                   0                 120
   Interest Expense                               0                   0                 250
   Depreciation & Amortization                   29                   0                  41
   Taxes & Licenses                              35                   0                  84
                                      -------------       -------------       -------------
Total Operating Expenses                      6,989                 299             107,996
                                      -------------       -------------       -------------
Net Loss                              $      (6,989)      $        (299)      $    (107,996)
                                      =============       =============       =============
Net Loss Per Share
   Basic                              $        (.00)      $        (.00)      $        (.02)
                                      =============       =============       =============
   Diluted                            $        (.00)      $        (.00)      $        (.02)
                                      =============       =============       =============
</TABLE>

                 See Accompanying Notes and Accountant's Report


                                       4
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
       Statement of Stockholders' Equity for the Period December 27, 1999
                          (Inception) to March 31, 2001


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

Net Loss Dec. 27, 1999 to
  Dec. 31, 1999                             0             0             0            0            0            0             0
                                   ----------   -----------   -----------  -----------  -----------  -----------   -----------
Balance Dec. 31, 1999               5,000,000           500             0            0            0            0           500

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

Payment of Subscribed
  Common Stock                              0             0       347,080           35       77,725            0        77,760
Net Loss Jan. 1, 2001 to
  Mar. 31, 2001                             0             0             0            0            0       (6,989)       (6,989)
                                   ----------   -----------   -----------  -----------  -----------  -----------   -----------
Balance Mar. 31, 2001               5,000,000   $       500       757,080  $        76  $   186,513  $  (107,996)  $    79,093
                                   ==========   ===========   ===========  ===========  ===========  ===========   ===========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       5
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
                 For The 3 Months Ended March 31, 2001 and 2000
         And The Period From Dec. 27, 1999 (Inception) to Mar. 31, 2001

<TABLE>
<CAPTION>
                                             For the 3          For the 3          Dec. 27, 1999
                                           Months Ended        Months Ended       (Inception) to
                                           Mar. 31, 2001       Mar. 31, 2000       Mar. 31, 2001
                                           -------------       -------------       -------------
<S>                                        <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                $      (6,989)      $        (299)      $    (107,996)
   Depreciation and Amortization                      29                   0                  41
   Patent Costs                                        0                   0             (41,614)
   Deferred Development costs                          0                   0              (3,500)
   Prepaid Consulting Fees                       (10,000)                  0             (10,000)
                                           -------------       -------------       -------------
   NET CASH FROM OPERATING ACTIVITIES            (16,960)               (299)           (163,069)
                                           -------------       -------------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Organization Costs                                  0                (360)               (360)
   Office Furniture & Equipment                     (201)                  0                (201)
NET CASH FROM INVESTING ACTIVITIES                  (201)               (360)               (561)
                                           -------------       -------------       -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Loans from Officer                            (29,290)                360              44,170
   Common Stock                                        0                   0                 500
   Subscribed Common Stock                            35                   0                  76
   Additional Paid in Capital                     77,725                 299             186,513
                                           =============       =============       =============
NET CASH FROM FINANCING ACTIVITIES                48,470                 659             231,259
                                           -------------       -------------       -------------
NET INCREASE IN CASH                              31,309                   0              67,629

CASH AT BEGINNING OF PERIOD                       36,320                 500                   0
                                           -------------       -------------       -------------
CASH AT END OF PERIOD                      $      67,629       $         500       $      67,629
                                           =============       =============       =============
SUPPLEMENTAL INFORMATION
   Interest Paid for Period                $           0       $           0       $         250
                                           =============       =============       =============
   Income Tax Paid for Period              $           0       $           0       $           0
                                           =============       =============       =============
</TABLE>



                                       6
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001

1.       BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

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

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


                                       7
<PAGE>


         Income Taxes - The Company accounts for income taxes under the
                  Statement of Financial Accounting Standards No. 109,"
                  Accounting for Income Taxes," (SFAS 109). Under SFAS 109,
                  deferred tax assets and liabilities are recognized for the
                  future tax consequences attributable to differences between
                  the financial statement carrying amounts of existing assets
                  and liabilities and their respective tax basis. Deferred tax
                  assets and liabilities are measured using enacted tax rates
                  expected to apply to taxable income in the years in which
                  those temporary differences are expected to be recovered or
                  settled. The effect on deferred tax assets and liabilities of
                  a change in tax rates is recognized in income in the period
                  that includes the enactment date. There were no current or
                  deferred income tax expense or benefits due to the fact that
                  the Company did not have any material operations for the
                  periods ended March 31,2001.

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

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

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

3.       STOCKHOLDERS EQUITY:

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

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


                                       8
<PAGE>


         Subscribed Common Stock - The Company has received subscriptions to its
                  common stock for 757,080 shares as of March 31, 2001, as part
                  of a 1,000,000 share offering pursuant to Section 4(2) of the
                  Securities Act of 1933, as amended. All the shares are
                  restricted pursuant to Rule 144 of the Securities Act of 1933,
                  as amended.

         Additional Paid In Capital - Additional paid in capital at March 31,
                  2001, represents the amount paid for common stock issued or
                  subscribed to in excess of par value and $299 in unreimbursed
                  expenses.

4.       TRANSACTION WITH RELATED PARTY - On August 17, 2000, the Company
                  entered into a consulting agreement with FS Capital Markets
                  Group, Inc. to perform consulting services and take certain
                  actions and undertake certain obligations to insure an orderly
                  business combination as reported above under pooling of
                  interests, for a fee of $95,000. At March 31,2001, FS Capital
                  Markets Groups, Inc. owned 300,000 shares of the issued and
                  outstanding common stock of the Company.

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

6.       LAND CONTRACTS - The President and Chief Executive Officer has
                  executed certain land contracts totaling $11,389,600 which the
                  Company intends to develop in the future. Such contracts are
                  due to close on September 1, 2001.

         The President and Chief Executive Officer has deposited $180,000 into
escrow pending closing and the Company will reimburse him when he assigns the
contracts to the Company.

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


                                       9

<PAGE>



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

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

Effect of dilutive securities:
   Common stock subscriptions                               173,744
                                                          ---------
Dilutive potential common shares                          5,173,744
                                                          =========
</TABLE>

9.       SUBSEQUENT EVENTS - The Company entered into an agreement with First
                  Level Capital, Inc. on April 27, 2001, for certain financial
                  consulting services. The Company agreed to issue 20,000 shares
                  of its common stock to First Level Capital, Inc. for this
                  service. The effect of this agreement is not included in the
                  financial statements as the stock was not issued at March 31,
                  2001.


                                       10
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         From January 1, 2001 through March 31, 2001, "accredited investors"
subscribed for a total of 347,086 shares of common stock for a total of $77,250.
Newport sold these shares of common stock under the exemption from registration
provided by Section 4(2) of the Securities Act and Rule 506 promulgated
thereunder. Neither Newport nor any person acting on its behalf offered or sold
the securities by means of any form of general solicitation or general
advertising. Purchasers, or the beneficial owners of purchasers that are
entities, are friends or business associates of the officers and directors of
Newport. No services were performed by any purchaser as consideration for the
shares issued. All purchasers represented in writing that they acquired the
securities for their own accounts. A legend was placed on the stock certificates
stating that the securities had not been registered under the Securities Act of
1933, as amended and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom.

ITEM 3 - EXHIBITS AND REPORTS ON FORM 8-K

         On November 6, 2000, Conservation Anglers Mfg., Inc. filed a current
report on Form 8-K to announce that on October 30, 2000 it had consummated the
stock-for-stock merger with First Philadelphia Capital Corp. On January 11,
2001, Conversation Anglers Mfg., Inc. amended this current report on Form 8-K to
include the required financial statements of First Philadelphia Corp. and the
pro forma financial information of Conservation Anglers Mfg., Inc.

         On February 5, 2001, Conservation Anglers Mfg., Inc filed current
reports on Form 8-K and Form 8-K/A to disclose that it had changed its name from
Conservation Anglers Mfg., Inc. to Newport International Group, Inc.

         On March 19, 2000, Newport International Group, Inc. filed a current
report on Form 8-K to disclose that Newport had changed its Independent
Certifying Accountants from H. Timothy Woo & Co., CPAs to J.P. Spillance, CPA
effective March 16, 2001.


                                       11


<PAGE>


                                   SIGNATURES

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

                                    NEWPORT INTERNATIONAL GROUP, INC.
                                    (Registrant)


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

Date:  November 20, 2001


                                       12