<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
                               September 30, 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 November 12, 2000
                   Common Stock, par value $0.0001 - 6,025,780

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



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                        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 September 30, 2001 and 2000        2-3

   Statement of Operations for the 9 months
     ended September 30, 2001 and 2000 and for the
     period December 27, 1999 (inception) to
     September 30, 2001                                     4

   Statement of Stockholders' Equity for
     the period December 27, 1999, (inception)
     to September 30, 2001                                  5

   Statement of Cash Flows for the
     9 months ended September 30, 2001 and 2000,
     and for the period December 27, 1999
     (inception) to September 30, 2001                      6

Notes to Financial Statements                            7-10
</TABLE>



<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 September 30, 2001 and 2000, and the
related statements of operations, stockholders' equity, and cash flows for the
nine (9) months ended September 30, 2001 and 2000, and for the period from
December 27, 1999 (inception), to September 30, 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.


Wellington, Florida
November 13, 2001


                                       1
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                           September 30, 2001 and 2000


                                     ASSETS

<TABLE>
<CAPTION>
                                                          2001          2000
                                                        --------       -------

<S>                                                     <C>            <C>
CURRENT ASSETS
  Cash-Operating Account                                $  5,659       $12,000
  Prepaid Loan Fee                                         9,868             0
                                                        --------       -------

Total Current Assets                                    $ 15,527       $12,000
                                                        --------       -------

FIXED ASSETS
  Office Furniture & Equipment                          $  2,160       $     0
  Accumulated Depreciation                                  (201)            0
                                                        --------       -------

Total Fixed Assets                                      $  1,959       $     0
                                                        --------       -------

OTHER ASSETS
  Organization Costs                                    $    360       $   360
  Accumulated Amortization                                   (66)            0
  Patent Costs                                            43,484         1,614
  Deferred Development Costs                               3,500         1,000
  Contract Deposit                                             0         5,000
                                                        --------       -------

Total Other Assets                                      $ 47,278       $ 7,974
                                                        --------       -------

                                                        --------       -------
TOTAL ASSETS                                            $ 64,764       $19,974
                                                        ========       =======
</TABLE>

                 See Accompanying Notes and Accountant's Report


                                       2
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                           September 30, 2001 and 2000


                        LIABILITIES & STOCKHOLDERS EQUITY


<TABLE>
<CAPTION>
                                                                            2001           2000
                                                                         ---------       --------

<S>                                                                      <C>             <C>
CURRENT LIABILITIES
   Credit Card Payable                                                   $   1,526       $      0
   Investment Refund Payable                                                 1,000              0
   Loans Payable                                                                 0         10,000
                                                                         ---------       --------

Total Current Liabilities                                                $   2,526       $ 10,000
                                                                         ---------       --------

LONG TERM LIABILITIES
   Loans from Officer                                                    $  44,170       $  4,170
                                                                         ---------       --------

Total Long Term Liabilities                                              $  44,170       $ 14,170
                                                                         ---------       --------

                                                                         ---------       --------
TOTAL LIABILITIES                                                        $  46,696       $ 14,170
                                                                         ---------       --------

COMMITMENTS, CONTINGENCIES, AND SUBSEQUENT EVENTS

STOCKHOLDERS EQUITY
   Preferred Stock - $.0001 Par Value, 5,000,000 Shares
     Authorized, None Issued                                             $       0       $      0
   Common Stock - $.0001 Par Value, 20,000,000 Shares Authorized,
     6,025,780 Shares Issued and Outstanding 2001, 5,000,000 Shares
     issued & outstanding 2000                                                 603            500
   Stock Subscriptions Receivable                                          (57,600)             0
   Additional Paid in Capital                                              271,811          8,291
   Deficit Accumulated During Development Stage                           (196,746)        (3,525)
                                                                         ---------       --------

TOTAL STOCKHOLDERS EQUITY                                                $  18,068       $  5,804
                                                                         ---------       --------

                                                                         ---------       --------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                  $  64,764       $ 19,974
                                                                         =========       ========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       3
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Operations
               For The 9 Months Ended September 30, 2001 and 2000
       And The Period From Dec. 27, 1999 (Inception) to September 30, 2001


<TABLE>
<CAPTION>
                                            For the 9             For the 9             Dec. 27, 1999
                                           Months Ended          Months Ended           (Inception) to
                                          Sept. 30, 2001        Sept. 30, 2000          Sept. 30, 2001
                                       --------------------     --------------          --------------
<S>                                    <C>                      <C>                     <C>
REVENUES                                     $      0                $     0                $       0

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

OPERATING EXPENSES
   Repairs & Maintenance                          263                      0                      263
   Auto Expense                                 1,445                    399                    2,059
   Miscellaneous Expenses                          91                      0                       91
   Advertising                                  1,481                      0                    1,481
   Organizational Expenses                          0                    299                      299
   Entertainment Expense                        3,288                    226                    3,614
   Travel Expense                               2,333                      0                    2,333
   Continuing Education                           154                      0                      154
   Office Expense                               2,279                    594                    3,617
   Postage                                        660                    265                    1,006
   Telephone                                    1,062                  1,317                    2,380
   Professional Fees                           37,176                      0                   38,170
   Contract Services                                0                    395                      395
   Consulting Fees                             35,248                      0                  130,248
   Finders Fee                                  2,350                      0                    2,350
   SEC Fees                                       566                      0                      566
   Bank Charges                                   123                     30                      189
   Rent                                         6,500                      0                    6,500
   Interest Expense                                 0                      0                      250
   Utilities                                      430                      0                      429
   Depreciation & Amortization                    255                      0                      267
   Taxes and Licenses                              35                      0                       84
                                             --------                -------                ---------
Total Operating Expenses                       95,739                  3,525                  196,745
                                             --------                -------                ---------

Net Loss                                     $(95,739)               $(3,525)               $(196,745)
                                             ========                =======                =========

Net Loss Per Share
   Basic                                     $   (.02)               $  (.00)               $    (.04)
                                             ========                =======                =========
</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 September 30, 2001


<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                         Accumu-
                                       Common Stock          Subscribed Stock                             lated
                                    --------------------   --------------------               Stock       During
                                      Number                 Number              Additional Subcript-    Develop-
                                        of                     of                  Paid In   ions          ment
                                      Shares      Amount     Shares      Amount    Capital  Receivable     Stage        Total
                                    ----------    ------   ----------    ------  ---------- ----------   ---------    ---------

<S>                                 <C>           <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
                                                                                                                              0
Net Loss Dec. 27, 1999 to
  Dec. 31, 1999                              0        0             0        0           0          0            0            0
                                    ----------    -----    ----------    -----    --------   --------    ---------    ---------
Balance Dec. 31, 1999                5,000,000      500             0        0           0          0            0          500
Unreimbursed Expenses                        0        0             0        0         299          0            0          299
Cancellation of Common
  Stock Prior to Merger at $.0001
  Per Share                         (4,700,000)    (470)            0        0           0          0            0         (470)
Issuance of Common Stock at
  Merger at $.0001 Per Shares
                                     4,700,000      470             0        0           0          0            0          470
Pooling of Interest                          0        0             0        0      13,530          0            0       13,530
Payment of Subscribed
  Common Stock                               0        0       410,000       41      94,959          0            0       95,000
Net Loss for 2000                            0        0             0        0           0          0     (101,007)    (101,007)
                                    ----------    -----    ----------    -----    --------   --------    ---------    ---------
Balance December 31, 2000            5,000,000    $ 500       410,000    $  41    $108,788          0     (101,007)   $   8,322
Payment of Subscribed
  Common Stock                               0        0       363,580       37      94,223          0            0       94,260
Subscriptions for Services
  Rendered                                   0        0        22,100        2      11,223          0            0       11,225
Common Stock Subscribed
  But Unpaid                                 0        0       230,100       23      57,577    (57,600)           0            0
Common Stock Issued                  1,025,780      103    (1,025,780)    (103)          0          0            0            0
Net Loss Jan. 1, 2001 to
  Sept. 30, 2001                             0        0             0        0           0          0      (95,739)     (95,739)
                                    ----------    -----    ----------    -----    --------   --------    ---------    ---------
Balance September 30, 2001           6,025,780    $ 603             0    $   0    $271,811   $(57,600)   $(196,746)   $  18,068
                                    ==========    =====    ==========    =====    ========   ========    =========    =========
</TABLE>

                 See Accompanying Notes and Accountant's Report


                                       5
<PAGE>


                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows
               For The 9 Months Ended September 30, 2001 and 2000
      And The Period From Dec. 27, 1999 (Inception) to September 30, 2001


<TABLE>
<CAPTION>
                                                                       For the 9        For the 9      Dec. 27, 1999
                                                                     Months Ended      Months Ended    (Inception) to
                                                                    Sept. 30, 2001    Sept. 30, 2000   Sept. 30, 2001
                                                                    --------------    --------------   --------------

<S>                                                                 <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                            $ (95,739)        $ (3,525)        $(196,746)
   Depreciation & Amortization                                               255                0               267
   Patent Costs                                                           (1,870)          (1,614)          (43,484)
   Deferred Development Costs                                                  0           (1,000)           (3,500)
   Contract Deposit                                                            0           (5,000)                0
   Prepaid Loan Fee                                                       (9,868)               0            (9,868)
   Credit Card Payable                                                     1,526                0             1,526
   Investment Refund Payable                                               1,000                0             1,000
                                                                       ---------         --------         ---------
   NET CASH FROM OPERATING ACTIVITIES                                   (104,696)         (11,139)         (250,805)
                                                                       ---------         --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Organization Costs                                                          0             (360)             (360)
   Office Furniture & Equipment                                           (2,160)               0            (2,160)
                                                                       ---------         --------         ---------

NET CASH FROM INVESTING ACTIVITIES                                        (2,160)            (360)           (2,520)
                                                                       ---------         --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Loans Payable                                                               0           10,000                 0
   Loans from Officer                                                    (29,290)           4,170            44,170
   Common Stock                                                              103                0               603
   Subscribed Common Stock                                                   (41)               0                 0
   Additional Paid in Capital                                            163,023            8,829           271,811
   Stock Subscriptions Available                                         (57,600)               0           (57,600)
                                                                       =========         ========         =========

NET CASH FROM FINANCING ACTIVITIES                                        76,195           22,999           258,984
                                                                       ---------         --------         ---------

NET INCREASE (DECREASE) IN CASH                                          (30,661)          11,500             5,659

CASH AT BEGINNING OF PERIOD                                               36,320              500                 0

                                                                       ---------         --------         ---------
CASH AT END OF PERIOD                                                  $   5,659         $ 12,000         $   5,659
                                                                       =========         ========         =========

SUPPLEMENTAL INFORMATION
   Interest Paid for Period                                            $       0         $      0         $     250
                                                                       =========         ========         =========

   Income Tax Paid for Period                                          $       0         $      0         $       0
                                                                       =========         ========         =========
</TABLE>


                 See Accompanying Notes and Accountant's Report


                                       6
<PAGE>


                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2001 AND 2000


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>


                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS (Continued)
                          SEPTEMBER 30, 2001 AND 2000


         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 period ended September 30, 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 on October 1, 2000.

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
               6,025,780 shares as of September 30, 2001, and 5,000,000 shares
               as of September 30, 2000, of its common stock pursuant to
               Section 4(2) and restricted pursuant to Rule 144 of the
               Securities Act of 1933 as amended.


                                       8
<PAGE>


                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS (Continued)
                          SEPTEMBER 30, 2001 AND 2000


         Stock Subscriptions Receivable - The Company has a receivable for
               subscriptions to its common stock for 230,100 shares as of
               September 30, 2001 and none as of September 30, 2000. The stock
               was issued in August, 2001.

         Additional Paid In Capital - Additional paid in capital at September
               30, 2001, and 2000, represents the amount paid or receivable for
               common stock issued 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. The Company paid a $5,000
              deposit which is reflected in the accompanying financial
              statements at September 30, 2000. At September 30, 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 were due
              to close on September 1, 2001, but were extended to March 1, 2002
              at sellers request. 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 November 13, 2001.


                                       9
<PAGE>


                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS (Continued)
                          SEPTEMBER 30, 2001 AND 2000


              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 service
              rendered.

8.       NET LOSS PER SHARE - Basic net loss per share is computed using
              the weighted average number of common shares outstanding. The
              computation of basic net loss per share is as follows:

              Basic weighted average shares:


<TABLE>
<CAPTION>
               2001                          2000                     Since Inception
               ----                          ----                     ---------------
            <S>                            <C>                        <C>
            5,227,951                      5,000,000                     5,097,693
</TABLE>


9.       SUBSEQUENT EVENTS - Additional subscriptions to common stock were
              received after September 30, 2001. Through November 13, 2001, an
              additional 61,500 shares had been subscribed.


                                      10
<PAGE>


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
financial condition of the Company's clients; (iii) imposition of new
regulatory requirements affecting the Company; (iv) a downturn in general
economic conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (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.

                                   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:  December 13, 2001


                                      11