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

                                   FORM 10-QSB

                                   (Mark One)

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

                         For the quarterly period ended
                                  September 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
September 30, 2003.

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

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

                              INDEX TO FORM 10-QSB

                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                                                        PAGE NO.
                                                                        --------
PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements.........................................3

                  Balance Sheets...............................................4

                  Statements of Operations and Comprehensive Loss..............5

                  Statements of Cash Flows.....................................6

                  Notes to Condensed Financial Statements...................7-12

         Item 2 - Management's Discussion and Analysis or
                    Plan of Operations.....................................13-15

         Item 3 - Controls and Procedures.....................................15


PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...........................................15

         Item 2 - Changes in securities and use of proceeds...................15

         Item 3 - Defaults upon senior securities.............................15

         Item 4 - Submission of matters to a vote of security holders.........15

         Item 5 - Other events................................................15

         Item 6 - Exhibits and Reports on 8-K..............................16-17

         Signatures...........................................................17




                                       2
<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.

                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)


                     INDEX TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------


                                                                        PAGE
                                                                        ----

CONDENSED FINANCIAL STATEMENTS

         Balance Sheets....................................................4

         Statements of Operations and Comprehensive Loss...................5

         Statements of Cash Flows..........................................6

         Notes to Condensed Financial Statements........................7-12




                                        3
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                                    September 30,   December 31,
                                                        2003           2002
                                                        ----           ----
                                                     (Unaudited)     (Audited)
                                     ASSETS

Cash and Cash Equivalents ........................   $         -    $         -
Investment Securities ............................       247,483        209,668
Officer Advances .................................        24,000              -
Land Deposits and Deferred Development Costs .....        53,500         53,500
Property and Equipment ...........................         1,760          1,636
Deferred Tax Asset ...............................             -              -
                                                     -----------    -----------

                                                     $   326,743    $   264,804
                                                     ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
  Line Of Credit .................................   $    49,153    $    49,184
  Bank Overdraft .................................        19,286         24,971
  Accounts Payable ...............................        79,419         52,248
  Note Payable ...................................       100,000              -
  Accrued Officers Salaries ......................       190,783        361,030
  Loans From Officers ............................       199,887        132,221
  Accrued Liabilities, Related Parties ...........        90,364         53,939
  Convertible Debenture Payable, Stockholder .....       370,000        370,000
  Loan Payable, Stockholder ......................        10,000         10,000
                                                     -----------    -----------

Total Liabilities ................................     1,108,892      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 ...    (2,434,605)    (2,039,026)
  Accumulated Other Comprehensive Loss ...........       (28,243)       (64,462)
  Less:Treasury Stock-10,600,000 shares
    at $.0001 per share ..........................        (1,060)             -
                                                     -----------    -----------

Total Stockholders' Deficiency ...................      (782,149)      (788,789)
                                                     -----------    -----------

                                                     $   326,743    $   264,804
                                                     ===========    ===========

                  See notes to condensed financial statements.

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

                                STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<CAPTION>

                                               Three Months Ended           Nine Months Ended
                                                  September 30,                September 30,        Cumulative
                                            -------------------------   -------------------------      From
                                               2003           2002          2003          2002       Inception
                                               ----           ----          ----          ----       ---------
                                            (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                         <C>           <C>                 <C>           <C>     <C>
Revenues:
  Investment Income ......................  $       423   $       557         1,596         2,611   $     8,733
                                            -----------   -----------   -----------   -----------   -----------

Costs and Expenses:
  Professional Fees ......................       13,405       300,429        88,134       372,958       667,888
  Consulting Fees ........................            -       419,100         9,000       422,900       572,648
  Rent, Related Parties ..................        1,500         1,500         4,500         4,500        34,809
  General and Administrative .............       88,218        29,311       261,116        67,953       736,629
  Interest, Stockholder ..................       11,475        36,020        34,425       360,700       431,364
                                            -----------   -----------   -----------   -----------   -----------
                                                114,598       786,360       397,175     1,229,011     2,443,338
                                            -----------   -----------   -----------   -----------   -----------

Net Loss .................................  $  (114,175)  $  (785,803)  $  (395,579)  $(1,226,400)  $(2,434,605)
                                                                                                    ===========

Other Comprehensive Gain (Loss) ..........        8,570       (50,927)       36,219       (78,724)
                                            -----------   -----------   -----------   -----------

Comprehensive Loss .......................  $  (105,605)  $  (836,730)  $  (359,360)  $(1,305,124)
                                            -----------   ===========   ===========   ===========

Net Loss Per Common Share ................  $     (0.01)  $     (0.11)  $     (0.04)  $     (0.18)
                                            ===========   ===========   ===========   ===========

Weighted Average Common Shares Outstanding    9,381,982     7,040,066     9,126,426     6,744,399
                                            ===========   ===========   ===========   ===========


                                 See notes to condensed financial statements.

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

                                            STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                            Nine Months Ended       Cumulative
                                                                              September 30,            from
                                                                            2003         2002        Inception
                                                                            ----         ----        ---------
                                                                         (Unaudited)  (Unaudited)   (Unaudited)
<S>                                                                     <C>           <C>           <C>
Cash Flows From Operating Activities:
  Net Loss ...........................................................  $  (395,579)  $(1,226,400)  $(2,434,605)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
  Depreciation .......................................................          577           626         1,920
  Expenses paid by issuance of common stock ..........................      366,000       639,007     1,057,833
  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        25,830
  Change in operating assets and liabilities:
   Increase in officer advances ......................................      (24,000)            -       (49,830)
   Increase in land deposits and deferred development costs ..........            -       (44,999)      (53,500)
   Increase (decrease) in accounts payable ...........................       28,227        10,156        80,476
   Increase (decrease) in accrued officers salaries ..................     (170,247)            -       190,783
   Increase in accrued liabilities, related parties ..................       35,368        27,714        89,307
                                                                        -----------   -----------   -----------
    Net cash used in operating activities ............................     (159,654)     (241,523)     (757,957)
                                                                        -----------   -----------   -----------

Cash Flows From Investing Activities:
  Purchases of property and equipment ................................         (701)         (687)       (3,680)
  Purchases of investment securities .................................       (1,596)       (2,610)     (275,727)
                                                                        -----------   -----------   -----------
    Net cash used in investing activities ............................       (2,297)       (3,297)     (279,407)
                                                                        -----------   -----------   -----------

Cash Flows From Financing Activities:
  Proceeds from line of credit .......................................          (31)       49,441        49,153
  Increase (decrease) in bank overdraft ..............................       (5,685)       16,819        19,286
  Proceeds of loans from officer .....................................      131,570        62,300       297,251
  Repayment of  loans from officer ...................................      (63,903)            -       (97,363)
  Proceeds from note payable .........................................      100,000             -       100,000
  Proceeds from loans from stockholder ...............................            -        58,000       380,000
  Proceeds from issuance of common stock .............................            -             -       157,037
  Proceeds from common stock subscribed ..............................            -        57,600       132,000
                                                                        -----------   -----------   -----------
    Net cash provided by financing activities ........................      161,951       244,160     1,037,364
                                                                        -----------   -----------   -----------

Net Increase in Cash and Cash Equivalents ............................            -          (660)            -

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

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

Supplemental Disclosures of Non-Cash Investing
  and Financing Activities:
   Unrealized gain (loss) on investment securities available for sale,
    net of income taxes of $(13,400) and $30,800 respectively ........  $    22,819   $   (52,012)
                                                                        ===========   ===========

                                 See notes to condensed financial statements.

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 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 nine months ended
         September 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, "... 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

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

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

         DEVELOPMENT STAGE COMPANY (Continued)

         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.

         DEFERRED TAX ASSET

         Deferred tax asset consists of the following:

                                            2003        2002
                                            ----        ----
               Deferred tax asset        $ 10,600     $ 24,000
               Valuation allowance        (10,600)     (24,000)
                                         --------     --------
                                         $      -     $      -
                                         ========     ========

         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.

                                        8
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 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
         September 30, 2003, the Company accrued interest of approximately
         $87,100. The stockholder owned approximately 547,500 shares of common
         stock at September 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% (5.50% at September 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 $247,483 at September
         30, 2003. The outstanding balance was $49,153 as of September 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 was December 1, 2003, but has been extended. 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 $93,753 has been accrued for the nine months
         ended September 30, 2003, for the Chief Executive Officer of the
         Company.

                                        9
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

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 $72,000 was
         accrued and recorded as officer salary for the nine months ended
         September 30, 2003. The balance of $24,000 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 September 30, 2003 was
         approximately $139,887.

         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.

                                       10
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

NOTE 7.  COMMITMENTS (Continued)

         LAND CONTRACTS (Continued)

         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 again extended to December 30, 2002, then to March 31,
         2003, then to July 31, 2003, then to October 30, 2003, and subsequently
         to January 30, 2004, 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.

                                       11
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

NOTE 7.  COMMITMENTS (Continued)

         LOAN PROPOSALS RECEIVED (Continued)

         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.

NOTE 8.  SUBSEQUENT EVENTS

         On October 31, 2003, the Company filed a Form PRE 14C-Schedule 14C with
         the Securities and Exchange Commission regarding restructuring the
         Company's common stock by effecting a reverse stock split of all of the
         outstanding shares of the Company's common stock at a ratio of
         one-to-twenty. The reverse stock split will reduce the number of shares
         of common stock issued and outstanding, but will not alter the number
         of shares of common stock the Company is authorized to issue. All
         outstanding options, warrants, and convertible securities entitling the
         holders to purchase or convert shares of common stock will be reduced
         to 1/20 of the number of shares such holders would have been entitled
         to before the reverse stock split.

                                       12
<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

                                       13
<PAGE>

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

         The Company has not been able to secure financing and is 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.

         The Company has filed a Form PRE 14C-Schedule 14C on October 31, 2003
with SEC regarding certain shares restructuring.

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,

                                       14
<PAGE>


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.

                                       15
<PAGE>

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)

                                       16
<PAGE>

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)
31.1        Certification by Chief Executive Officer Pursuant to Section 302(11)
32.1        Certification by Chief Executive Officer Pursuant to Section 906(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: 12/12/2003                        /s/ Soloman Lam
                                        ---------------------------------------
                                        By:  Soloman Lam
                                        Its: President, Chief Executive Officer
                                        Treasurer and Director
                                        (Principal Executive, Financial and
                                        Accounting Officer)



                                       17