|            OMB APPROVAL                                                                                                                                                                                                                          |
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| OMB Number:                      3235-0416                                                                                                                                                |
| Expires:                           April 30, 2010                                                                                                                |
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**UNITED STATESSECURITIES AND EXCHANGECOMMISSIONWASHINGTON, D.C. 20549**

**FORM 10-QSB/ A(Amendment No. 1)**

| **(Mark One)**                                                      |
|---------------------------------------------------------------------|
|                                                                     | **X** |  | QUARTERLY REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|                                                                     |  |  | For the quarter period  ended **September 30, 2007** |
|                                                                     |  |  |  |
|                                                                     |  |  | TRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|                                                                     |  |  | For the transition period  from___________ to __________ |
|                                                                     |  |  | Commission file number **000-52214** |
| **NEWPORT GOLD, INC.**                                              |
| (Name of small business  issuer as specified in its charter)        |
| **NEVADA**                                                          |  | **N/A** |
| (State or other jurisdiction of incorporation or  organization)     |  | (I.R.S. Employer  Identification No.) |
|                                                                     |
| **220 – 1495  Ridgeview Drive, Reno, Nevada****89509**        |
| (Address of principal executive offices)                            |
| **(905)  542-4990**                                                 |
| (Issuer’s telephone  number)                                  |
| **Not  Applicable**                                                 |
| (Former name, address or  fiscal year if changed since last report) |
|                                                                     |
|                                                                     |  |  |  |  |  |

| Check whether the issuer (1) has 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 |  |
|                                                                                                                                                                                                                                                                                                                 |
| Indicate by check mark whether the registrant is a shell company (as  defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                 | Yes | **X** |  | No |  |
|                                                                                                                                                                                                                                                                                                                 |
| State the number of shares outstanding of each of the issuer’s  classes of common equity, as of the latest practicable date.                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                 | **20,386,500 common shares issued and outstanding  as of May 15, 2008** |
|                                                                                                                                                                                                                                                                                                                 |
| Transitional Small Business Disclosure Format (Check one):                                                                                                                                                                                                                                                      | Yes |  |  | No | **X** |
|                                                                                                                                                                                                                                                                                                                 |  |  |  |  |  |  |

1

----

**NewportGold, Inc.**

**INDEX**

| EXPLANATORY NOTE.               | 3                                                                    |
|---------------------------------|----------------------------------------------------------------------|
| PART 1 - FINANCIAL INFORMATION. | 3                                                                    |
|                            | ITEM 1.  FINANCIAL STATEMENTS.                                  | 3 |
|                            | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.   | 12 |
|                            |                                                                 | General. | 12 |
|                            |                                                                 | Plan of Operations. | 12 |
|                            |                                                                 | Loss Per Period/General and Administrative Expenses. | 13 |
|                            |                                                                 | Liquidity and Capital Resources. | 14 |
|                            |                                                                 | Recent Accounting Pronouncements. | 14 |
|                            |                                                                 | Critical Accounting Policies. | 14 |
|                            |                                                                 | "Safe Harbor" Statement under the Private Securities LitigationReform Act of 1995. | 14 |
|                            | ITEM 3: CONTROLS AND PROCEDURES.                                     | 14 |
|                            |                                                                 | (a) Evaluation of DisclosureControls and Procedures. | 14 |
|                            |                                                                 | (b) Internal control overfinancial reporting. | 14 |
|                            | ITEM 3A(T): CONTROLS AND PROCEDURES.                                 | 15 |
| PART II - OTHER INFORMATION.    | 15                                                                   |
|                            | ITEM 1. LEGAL PROCEEDINGS.                                           | 15 |
|                            | ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 16 |
|                            |                                                                 | Unregistered Sales of Equity Securities. | 16 |
|                            |                                                                 | Use of Proceeds. | 16 |
|                            | ITEM 3. DEFAULTS UPON SENIOR SECURITIES.                             | 16 |
|                            | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.         | 16 |
|                            | ITEM 5. OTHER INFORMATION.                                           | 16 |
|                            | ITEM 6.  EXHIBITS.                                              | 17 |
|                            |                                                                 | Exhibits. | 17 |
| SIGNATURES.                     | 18                                                                   |

 2

----

 EXPLANATORY NOTE

Newport Gold, Inc. ("Newport" or the "Company")is filing this Amendment No. 1 on Form 10-Q/A ("Amendment No. 1Filing") to amend its Quarterly Report on Form 10-QSB for the quarterended September 30, 2007, as originally filed with the Securities and ExchangeCommission ("SEC") on November 14, 2007 ("OriginalFiling").  The financialstatements of the Company, and related disclosure, in the Original Filing didnot disclose the issuance of 3,011,500 common shares by the Company on August 7,2007. 

For the convenience of the reader, this Amendment No. 1 Filing setsforth the Original Filing in its entirety, as amended where necessary, toreflect the restatement. The following Items have been amended as a result of,and to reflect, the restatement:

- Part     I  - Item 1 –Financial     Statements (unaudited);
- Part     I  - Item 2 –     Management’s Discussion and Analysis or Plan of Operations;
- Part II -     Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds; and
- Part II -     Item 6 – Exhibits.

Except for the amended information described above, this Amendment No. 1Filing speaks as of the filing date of the Original Filing and does not updateor discuss any other Company developments after the date of the OriginalFiling. Accordingly, this Amendment No. 1 Filing should be read in conjunctionwith the Company's filings made with the SEC after the filing of the OriginalFiling on November 14, 2007. 

In addition, as required by Rule 12b-15 under the Securities ExchangeAct of 1934, as amended (the "Exchange Act"), new certifications byour principal executive officer and principal financial officer are filed asexhibits to the Amendment No. 1 Filing under Item 6 of Part II hereof. 

**PART 1 -FINANCIAL INFORMATION**

**ITEM 1. FINANCIAL STATEMENTS**

The information in this report for the nine months ended September 30,2007, is unaudited but includes all adjustments (consisting only of normalrecurring accruals, unless otherwise indicated) which Newport considersnecessary for a fair presentation of the financial position, results ofoperations, changes in stockholders' equity and cash flows for those periods.

The condensed consolidated financial statements should be read inconjunction with Newport's financial statements and the notes thereto containedin Newport's Audited Financial Statements for the year ended December 31, 2006,in the Form 10KSB and filed with the SEC on April 20, 2007.

Interim results are not necessarily indicative of results for the fullfiscal year.

3

----

**NEWPORTGOLD, INC.(AnExploration Stage Company)CondensedConsolidated Balance Sheets (USDollars)**

----

|                                                                                                                                                |  | **September  30, 2007 (Unaudited) ** | **December  31, 2006  (Audited)** |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------|-----------------------------------|
|                                                                                                                                                |  |                                           |                                   |
| **Assets**                                                                                                                                     |  |                                           |                                   |
|                                                                                                                                                |  |                                           |                                   |
| **Current**                                                                                                                                    |  |                                           |                                   |
|   Cash                                                                                                                                    |  | $  70,580                            | $ 129,366                         |
|   Prepaid expenses                                                                                                                        |  | 9,304                                     | 0                                 |
|                                                                                                                                                |  |                                           |                                   |
|                                                                                                                                                |  | 79,884                                    | 129,366                           |
|                                                                                                                                                |  |                                           |                                   |
| **Long-Term**                                                                                                                                  |  |                                           |                                   |
|   Mining claims                                                                                                                           |  | 2,294,519                                 | 285,576                           |
|   Computer equipment, less                                                                                                                |  |                                           |                                   |
|     accumulated amortization                                                                                                    |  |                                           |                                   |
|     of $2,266 ($1,510 in 2006)                                                                                                  |  | 3,090                                     |    3,390                |
|                                                                                                                                                |  |                                           |                                   |
| **Total  Assets**                                                                                                                              |  | $ 2,377,493                               | $ 418,332                         |
|                                                                                                                                                |  |                                           |                                   |
|                                                                                                                                                |  |                                           |                                   |
| **Liabilities and Stockholders’ Equity**                                                                                                 |  |                                           |                                   |
|                                                                                                                                                |  |                                           |                                   |
| **Current**                                                                                                                                    |  |                                           |                                   |
|   Accounts payable                                                                                                                        |  | $ 206,299                                 | $ 135,715                         |
|   Due to related parties (note 4)                                                                                                         |  |   193,578                            |   193,578                    |
|                                                                                                                                                |  |                                           |                                   |
|                                                                                                                                                |  | 399,877                                   | 329,293                           |
|                                                                                                                                                |  |                                           |                                   |
| **Loan  Payable**(note 5)                                                                                                                      |  | 200,000                                   | 0                                 |
|                                                                                                                                                |  |                                           |                                   |
| **Total  Liabilities**                                                                                                                         |  | 599,877                                   | 329,293                           |
|                                                                                                                                                |  |                                           |                                   |
|                                                                                                                                                |  |                                           |                                   |
| **Stockholders’ Equity**                                                                                                                 |  |                                           |                                   |
|                                                                                                                                                |  |                                           |                                   |
| **Capital  Stock**                                                                                                                             |  |                                           |                                   |
|   Authorized                                                                                                                              |  |                                           |                                   |
| **   **100,000,000 Common shares par value of  $0.001 per share                                                                 |  |                                           |                                   |
|   Issued and outstanding                                                                                                                  |  |                                           |                                   |
| **     ** 18,186,500 and 15,075,000 Common shares  at September 30, 2007 and December 31, 2006, respectively (note 6) |  | 18,186                                    | 15,075                            |
|   Additional paid-in capital                                                                                                              |  | 2,619,364                                 | 770,575                           |
| **Other  Comprehensive Income (Loss)**                                                                                                         |  | 151,048                                   | (6,432)                           |
| **Accumulated  Deficit**                                                                                                                       |  | (1,010,982)                               | (690,179)                         |
|                                                                                                                                                |  |                                           |                                   |
| **Total  Stockholders’ Equity**                                                                                                          |  | 1,777,616                                 | 89,039                            |
|                                                                                                                                                |  |                                           |                                   |
| **Total  Liabilities and Stockholders’ Equity**                                                                                          |  | $  2,377,493                         | $  418,332                   |

See notes to condensed consolidated financialstatements.

4

----

**NEWPORTGOLD, INC.(AnExploration Stage Company)CondensedConsolidated Statements of Operations (USDollars)(Unaudited) **

----

|                                                                       | **Nine Months Ended   September 30,**                            | **Three  Months Ended  September  30,** | **Cumulative  Period  From  July 16, 2003  (Inception)  through  September  30,** |
|-----------------------------------------------------------------------|------------------------------------------------------------------|-----------------------------------------|-----------------------------------------------------------------------------------|
|                                                                       | **2007**                                                         | **2006**                                | **2007**                                                                          | **2006** | **2007** |
|                                                                       |                                                                  |                                         |                                                                                   |  |  |
| **Expenses**                                                          |                                                                  |                                         |                                                                                   |  |  |
|   Salaries                                                       | $            0 | $ 110,000                               | $           0                        | $              0 | $ 110,000 |
|   Accounting and legal                                           | 77,959                                                           | 35,753                                  | 42,680                                                                            | 13,334 | 206,446 |
|   Investor relations (note 4)                                    | 0                                                                | 13,390                                  | 0                                                                                 |                      0 | 114,525 |
|   Expenditures on resource      property (note 3) | 0                                                                | 0                                       | 0                                                                                 | 0 | 53,465 |
|   Office and travel                                              | 12,811                                                           | 34,572                                  | 6,507                                                                             | 14,034 | 87,724 |
|   Geological consulting fees                                     | 216,865                                                          | 26,719                                  | 95,210                                                                            | 15,069 | 420,854 |
|   Filing fees and transfer agent                                 | 12,392                                                           | 0                                       | 9,766                                                                             | 0 | 22,971 |
|   Amortization expenses                                          | 776                                                              | 1,132                                   | 268                                                                               | 377 | 2,286 |
|   Foreign exchange gain                                          | 0                                                                | 0                                       | 0                                                                                 |       0 | (7,289) |
|                                                                       |                                                                  |                                         |                                                                                   |  |  |
| **Net Loss**                                                          | 320,803                                                          | 221,566                                 | 154,431                                                                           | 42,814 | 1,010,982 |
| **Other  Comprehensive (Income) Loss**                                | (157,480)                                                        | 3,263                                   | (127,471)                                                                         |       (2,375) | (151,048) |
|                                                                       |                                                                  |                                         |                                                                                   |  |  |
| **Total  Comprehensive Loss**                                         | $ 163,323                                                        | $ 224,829                               | $ 26,960                                                                          | $ 40,439 | $ 859,934 |
|                                                                       |                                                                  |                                         |                                                                                   |  |  |
| **Loss Per  Share**                                                   | $ 0.01                                                      | $ 0.02                                  | $ 0.00                                                                            | $ 0.00 |  |
|                                                                       |                                                                  |                                         |                                                                                   |  |  |
| **Weighted  Average Number of   Shares Outstanding**             | 15,744,350                                                       | 11,375,000                              | 16,995,137                                                                        | 11,375,000 |  |

See notes tocondensed consolidated financial statements.

5

----

**NEWPORTGOLD, INC.(AnExploration Stage Company)CondensedConsolidated Statements of Stockholders’ Equity Periodfrom July 16, 2003 (Inception) to September 30, 2007(USDollars)(Unaudited) **

----

|                                | **Shares**     | **Par    Value**                              | **Additional    Paid-In   Capital**                 | **Share    Subscriptions   Received**                                       | **Other    Comprehensive  Income  (Loss)**                             | **Accumulated    Deficit   During   Exploration   Stage**                                | **Total    Stockholders’   Equity** |
|--------------------------------|----------------|-----------------------------------------------|-----------------------------------------------------|-----------------------------------------------------------------------------|------------------------------------------------------------------------|------------------------------------------------------------------------------------------|-------------------------------------------|
|                                |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Share  subscriptions           |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   - cash                  | 0              | $        0 | $         0 | $    93,150                                                  | $             0 | $                0 | $     93,150          |
|   - property              | 0              | 0                                             | 0                                                   | 22,500                                                                      | 0                                                                      | 0                                                                                        | 22,500                                    |
| Foreign currency               |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   translation adjustment  | 0              | 0                                             | 0                                                   | 0                                                                           | (3,409)                                                                | 0                                                                                        | (3,409)                                   |
| Net loss                       |    0 |    0                                |      0                          |      0                                                  |       0                                       |  (161,681)                                                                          |   (161,681)                          |
|                                |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Balance,                       |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   December 31, 2003       | 0              | 0                                             | 0                                                   | 115,650                                                                     | (3,409)                                                                | (161,681)                                                                                | (49,440)                                  |
| Foreign currency               |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   translation adjustment  | 0              | 0                                             | 0                                                   | 0                                                                           | (1,124)                                                                | 0                                                                                        | (1,124)                                   |
| Net loss                       |    0 |    0                                |      0                          |      0                                                  |       0                                       |   (95,960)                                                                          |    (95,960)                     |
|                                |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Balance,                       |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   December 31, 2004       | 0              | 0                                             | 0                                                   | 115,650                                                                     | (4,533)                                                                | (257,641)                                                                                | (146,524)                                 |
| Share  subscriptions           |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   - cash                  | 0              | 0                                             | 0                                                   | 144,000                                                                     | 0                                                                      | 0                                                                                        | 144,000                                   |
| Foreign currency               |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   translation adjustment  | 0              | 0                                             | 0                                                   | 0                                                                           | (2,476)                                                                | 0                                                                                        | (2,476)                                   |
| Net loss                       |    0 |    0                                |      0                          |      0                                                  |       0                                       |   (93,207)                                                                          |    (93,207)                     |
|                                |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Balance,                       |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   December 31, 2005       | 0              | 0                                             | 0                                                   | 259,650                                                                     | (7,009)                                                                | (350,848)                                                                                | (98,207)                                  |
| Share  subscriptions           |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   - cash                  |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Common shares  issued          |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   for cash                | 12,575,000     | 12,575                                        | 523,075                                             | 0                                                                           | 0                                                                      | 0                                                                                        | 535,650                                   |
| Common shares  issued          |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   for mining claims       | 2,500,000      | 2,500                                         | 247,500                                             | 0                                                                           | 0                                                                      | 0                                                                                        | 250,000                                   |
| Common shares  issued          |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   for share subscriptions | 0              | 0                                             | 0                                                   | (259,650)                                                                   | 0                                                                      | 0                                                                                        | (259,650)                                 |
| Foreign currency               |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   translation adjustment  | 0              | 0                                             | 0                                                   | 0                                                                           | 577                                                                    | 0                                                                                        | 577                                       |
| Net loss                       |    0 |    0                                |      0                          |      0                                                  |       0                                       |  (339,331)                                                                          |   (339,331)                          |
|                                |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
| Balance,                       |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   December 31, 2006       | 15,075,000     | 15,075                                        | 770,575                                             | 0                                                                           | (6,432)                                                                | (690,179)                                                                                | 89,039                                    |
| Common share  issued           |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   for mining claims       | 3,111,500      | 3,111                                         | 1,848,789                                           | 0                                                                           | 0                                                                      | 0                                                                                        | 1,851,900                                 |
| Translation  adjustment        | 0              | 0                                             | 0                                                   | 0                                                                           | 157,480                                                                | 0                                                                                        | 157,480                                   |
| Net loss                       | 0              | 0                                             | 0                                                   | 0                                                                           | 0                                                                      | (320,803)                                                                                | (320,803)                                 |
| Balance,                       |                |                                               |                                                     |                                                                             |                                                                        |                                                                                          |                                           |
|   September 30, 2007      | 18,186,500     | $ 18,186                                      | $ 2,619,364                                         | $             0 | $ 151,048                                                              | $ (1,010,982)                                                                            | $  1,777,616                         |

See notes to condensed consolidated financialstatements.

6

----

**NEWPORTGOLD, INC.(AnExploration Stage Company)CondensedConsolidated Statements of Cash Flows (USDollars)(Unaudited) **

----

|                                                                                            | **Nine  Months Ended  September  30,**                           | **Cumulative  Period  From  July 16, 2003  (Inception)  through  September  30, 2007** |
|--------------------------------------------------------------------------------------------|------------------------------------------------------------------|----------------------------------------------------------------------------------------|
|                                                                                            | **2007**                                                         | **2006**                                                                               |  |
|                                                                                            |                                                                  |                                                                                        |  |
| **Operating  Activities**                                                                  |                                                                  |                                                                                        |  |
|   Net loss                                                                            | $  (320,803)                                                | $  (221,566)                                                                      | $  (1,010,982) |
|   Item not involving cash:                                                            |                                                                  |                                                                                        |  |
|     Depreciation                                                            | 776                                                              |      1,132                                                         | 2,286 |
|                                                                                            |                                                                  |                                                                                        |  |
| **Operating  Cash Flow**                                                                   | (320,027)                                                        | (220,434)                                                                              | (1,008,696) |
|                                                                                            |                                                                  |                                                                                        |  |
| **Changes  in Operating Assets and Liabilities**                                           |                                                                  |                                                                                        |  |
|   Prepaid expenses                                                                    | (8,378)                                                          | (40,000)                                                                               | (8,352) |
| ** **Accounts payable                                                                 | 42,601                                                           | 5,598                                                                                  | 271,101 |
|   Due to related parties                                                              | (29,892)                                                         | 36,586                                                                                 | 159,605 |
| **Cash  Used in Operating Activities**                                                     |    (315,696)                                           |    (218,250)                                                                 |    (586,342) |
|                                                                                            |                                                                  |                                                                                        |  |
| **Investing  Activities**                                                                  |                                                                  |                                                                                        |  |
| ** **Computer equipment                                                               |       0                                 |    (5,034)                                                                   |     (5,034) |
|   Expenditures on resource

   property - shares                            | 0                                                                | 0                                                                                      | (12,364) |
| **Cash  Used in Investing Activities**                                                     | 0                                                                | (5,034)                                                                                | (17,398) |
|                                                                                            |                                                                  |                                                                                        |  |
| **Financing  Activities**                                                                  |                                                                  |                                                                                        |  |
|   Loan proceeds                                                                       | 180,091                                                          | 0                                                                                      | 180,091 |
|   Common shares issued                                                                | 0                                                                | 156,000                                                                                | 276,000 |
| ** **Subscriptions received                                                           |       0                                 |       0                                                       |     237,150 |
| **Cash  Provided by Financing Activities**                                                 | 180,091                                                          | 156,000                                                                                | 693,241 |
|                                                                                            |                                                                  |                                                                                        |  |
| **Inflow  (Outflow) of Cash**                                                              | (135,605)                                                        | (67,284)                                                                               | 89,501 |
| **Effect  of Exchange Rate Change on Cash**

**  Balance held in Foreign Currencies** | 76,819                                                           | (3,293)                                                                                | 18,921 |
| **Cash,  Beginning of Period**                                                             |    129,366                                             |    151,520                                                                   |      0 |
|                                                                                            |                                                                  |                                                                                        |  |
| **Cash,  End of Period**                                                                   | $   70,580                                             | $   80,943                                                                   | $     70,580 |
|                                                                                            |                                                                  |                                                                                        |  |
| **Non-Cash  Investing and Financing Activity**                                             |                                                                  |                                                                                        |  |
|   Common stock issued for property                                                    | $   1,851,900                                          |   $             0     | $   2,222,325 |
|                                                                                            |                                                                  |                                                                                        |  |
| **Supplemental Disclosures**                                                               |                                                                  |                                                                                        |  |
|   Interest paid                                                                       | $            0 | $             0                 | $              0 |
|   Income taxes paid                                                                   | $            0 | $             0                 | $              0 |

                             See notes to condensed consolidated financialstatements.

7

----

**NEWPORT GOLD,INC.(AnExploration Stage Company)Notes toCondensed Consolidated Financial StatementsNineMonths Ended September 30, 2007 and 2006 and the Period from July 16, 2003(Inception) to September 30, 2007(USDollars)(Unaudited) **

----

**1.             OPERATIONSAND BASIS OF PRESENTATION**

          TheCompany was incorporated under the laws of Nevada on July 16, 2003, and isinvolved in the acquisition, exploration and development of mineral and energyproperties. The Company is currently evaluating opportunities both in the mineralsector and otherwise. The Company is in the exploration stage and follows theprovisions of Statement No. 7 of the Financial Accounting Standards Board(“FASB”).

          Thesecondensed consolidated financial statements include the accounts of the Companyand its wholly-owned Canadian subsidiary, 2038052 Ontario Inc., incorporatedunder the laws of the province of Ontario, Canada. All intercompanytransactions and balances have been eliminated.

          Recentaccounting pronouncements

(i)            FAS 157, *“Fair Value Measurements”*.  This new standard provides guidance forusing fair value to measure assets and liabilities and applies whenever otherstandards require (or permit) assets or liabilities to be measured at fairvalue but does not expand the use of fair value in any new circumstances.  The provisions of this statement areeffective for financial statements issued for fiscal years beginning afterNovember 15, 2007, and interim periods within those fiscal years.  The Company expects that this newpronouncement will have no impact on the Company’s condensed consolidatedfinancial statements.

(ii)           FAS 159,*“Fair Value Optionfor Financial Assets and Financial Liabilities”*.  The fair value option established bythis statement permits all entities to choose to measure eligible items at fairvalue at specified election dates. Most of the provisions of this statement apply only to entities thatelect the fair value option. However, the amendment to FASB Statement No. 115, *“Accounting for Certain Investments in Debt andEquity Securities”*, applies to all entities withavailable-for-sale and trading securities. This statement is effective as of the beginning of an entity’sfirst fiscal year that begins after November 15, 2007.  The Company expects that this newpronouncement will have no impact on the Company’s condensed consolidatedfinancial statements.

**2.             GOING-CONCERN**

These condensed consolidated financial statements have been prepared inaccordance with accounting principles generally accepted in the United Statesof America on a going-concern basis. This presumes funds will be available tofinance on-going development, operations and capital expenditures and therealization of assets and the payment of liabilities in the normal course ofoperations for the foreseeable future.

8

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**NEWPORTGOLD, INC.(AnExploration Stage Company)Notes toCondensed Consolidated Financial StatementsNineMonths Ended September 30, 2007 and 2006 and the Period from July 16, 2003(Inception) to September 30, 2007(USDollars)(Unaudited) **

----

**2.             GOING-CONCERN** (Continued)

The general business strategy of the Company is to explore and researchan existing mineral property and to potentially acquire further claims eitherdirectly or through the acquisition of operating entities. The continuedoperations of the Company depends upon the recoverability of mineral propertyreserves, confirmation of the Company’s interest in the underlyingmineral claims, the ability of the Company to obtain necessary financing tocomplete the development of these claims and upon the future profitableproduction of the claims. Management intends to raise additional capitalthrough share issuances to finance operations and invest in the Burnt BasinProperties as described in note 3.

The Company has a working capital deficit of $319,993 (December 31,2006 - $199,927), has accumulated losses during the exploration stage of$1,010,982 (December 31, 2006 - $690,179), has not generated any operatingrevenue to date, and has no capital resources presently available to meet obligations,which normally can be expected to be incurred by similar companies. Thesefactors raise substantial doubt about the Company’s ability to continueas a going-concern, which is dependent on the Company’s ability to obtainand maintain an appropriate level of financing on a timely basis and to achievesufficient cash flows to cover obligations and expenses. The outcome of theabove matters cannot be predicted at this time. These financial statements donot give effect to any adjustments to the amounts and classifications of assetsand liabilities, which might be necessary should the Company be unable tocontinue as a going-concern.

**3.             RESOURCEPROPERTIES**

The Company adopted the provisions of EITF 04-2, “Whether MineralRights are Tangible or Intangible Assets”, and FSP FAS 141-1 and 142-1,which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizescertain costs related to the acquisition of mineral rights.

 Although the Company has taken steps toverify the title to mineral properties in which it has an interest inaccordance with industry standards for the current stage of exploration of suchproperties, these procedures do not guarantee the Company’s title.  Property title may be subject tounregistered prior agreements or transfers and title may be affected byundetected defects. 

   (a)       On June 18, 2003, the Company entered into an option agreement toacquire nine mineral claims consisting of 47 units, each unit consisting ofapproximately 25 hectares, title to which is held by an unrecorded warrantydeed. The mineral claims are located 25 kilometres northeast of the city ofGrand Forks, British Columbia, Canada, known as the Burnt Basin mineral claimsnumbered 393541, 393542, and 393681 to 393687. The option agreement is subjectto an underlying agreement dated July 29, 2002 between the property owners andthe optionor.

Under the terms of the option agreement, the Company can acquire a 100%undivided interest in the property, subject to two separate net smelter returnroyalties (“NSR”) (totaling 2%), and cash and share paymentstotaling $12,364 (Cdn $17,000) (paid) and 225,000 shares of common stock(issued) . The Company must also incur exploration expenses totaling $ 248,700(Cdn $250,000) over a three-year period, ending June 18, 2006. On July 18, 2007the Company received an extension on completing the required expenditures toJune 18, 2008. 

The first NSR consists of a 1% NSR payable to the property owner cappedat $248,700 (Cdn $250,000), that will be provided by making annual $9,948 (Cdn$10,000) prepaid NSR payments beginning in September, 2003 ($32,810 (Cdn $40,000)paid to December 31, 2006). A further 1% NSR is payable to the optionor.One-half of the latter 1% NSR may be bought out for the sum of $497,400 (Cdn$500,000).

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**NEWPORT GOLD, INC.(AnExploration Stage Company)Notes toCondensed Consolidated Financial StatementsNineMonths Ended September 30, 2007 and 2006 and the Period from July 16, 2003(Inception) to September 30, 2007(USDollars)(Unaudited) **

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**3.             RESOURCEPROPERTIES** (Continued)

   (a)        (Continued) 

To date, the Company has not performed any work on the property otherthan some mapping and compilation. The Company is presently in thepre-exploration state and there is no assurance that a commercially viablemineral deposit exists in the property until further exploration is done and acomprehensive evaluation concludes economic and legal feasibility. The Companyintends to develop mineral deposits it finds, or enter into a joint venturewith another mining company with more experience at that stage of operation.

   (b)       By an agreement dated November 17, 2006, the Company acquired an optionto earn a 40% interest in a 50% interest held by the optionors (20%interest in an option to acquire the property) in certain mineral explorationrights located in Inner Mongolia, China. The option agreement is subject to anunderlying agreement dated February 1, 2006 between the vendor and theoptionors. 

In order to earnits interest in the property, the Company issued 2,200,000 common shares to theoptionors and an additional 300,000 common shares to the vendor of the propertyat $0.10 , a price estimated to be fair value . The Company also granted a totalof 2.2% NSR to the optionors on all metals produced from the optionors’interest in the property. The optionors also granted the Company a first rightof refusal on acquiring the remainder of their option interest in the property(an option to earn a 50% option interest in the property) for a period of oneyear.

 In addition to the 2,200,000 common shares issued as noted above, theCompany must issue an additional 500,000 common shares to the vendor byFebruary 1, 2009 and incur $750,000 of exploration expenditures, of which$250,000 of exploration expenditures must be expended by February 1, 2008.  The Company issued 100,000 common sharesas consideration for the extension .

 By agreement dated August 7, 2007, the Company exercised its option toearn the remaining 30% option interest in the property.  In order to earn the additional 30%option interest in the property, the Company issued 3,011,500 common shares tothe optionors.  These shares wereissued at $0.60 per share, a price determined to be fair value. 

**4.            RELATEDPARTY TRANSACTIONS**

(i) As of September 30, 2007, the totalbalance owing for investor relations by the estate of the son of the presidentof the Company was $48,239 (December 31, 2006 - $48,239). The amount owed iswithout interest or stated terms of repayment and is unsecured.

(ii) As of September 30, 2007, the presidentis owed $145,339 (December 31, 2006 - $145,339), which amount is included indue to related parties. The amount owed is without interest or stated terms ofrepayment and is unsecured.

All transactions with related parties are in the normal course ofoperations and are measured at the exchanged amount, which is the amount ofconsideration agreed to between the parties.

**5.             LOANPAYABLE**

The Company’s loan payable is without interest or statedterms of repayment and is unsecured.

10

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**NEWPORT GOLD, INC.****(AnExploration Stage Company)Notes toCondensed Consolidated Financial StatementsNineMonths Ended September 30, 2007 and 2006 and the Period from July 16, 2003(Inception) to September 30, 2007(USDollars)(Unaudited) **

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**6.         CAPITAL STOCK**

On April 12, 2007, 100,000 common shares were issued at $0.45 pershare, a price determined to be fair value, to extend for one year thecompletion of $500,000 of exploration expenditures for the mineral propertylocated in Inner Mongolia, China.

On August 7, 2007, 3,011,500 common shares were issued at $0.60 pershare, a price determined to be fair value, for the acquisition of theremaining 30% of the 50% interest in a mineral property in Inner Mongolia,China.

11 

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**ITEM2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

**General**

The following discussion and analysis should be readin conjunction with the financial statements, including the notes thereto,appearing elsewhere in this document.

The "Plan of Operations" of Newport isincorporated by reference from the Newport's Form SB-1, as amended, filed withthe SEC on June 8, 2005.

**Plan of Operations**
**

Newportis a pre-exploration company incorporated under the laws of the State of Nevadaon July 16, 2003. We commenced our business operations in 2006. 

***Burnt Basin, B.C.***

Results to date show a large zinc, lead, copper, silver soilgeochemical  anomaly 200-400 metersin width and over 1km in length. Within this area untested airborne conductors have been found as well asmany random occurring outcrops which have yielded many values in excess of 12%combined lead and zinc.  The latteroutcrops also contain silver, copper and gold values. 

Numerous other smaller zinc, lead, copper, gold soil geochemicalanomalies were defined elsewhere on the grid, many of which are unrelated toany know mineralization.  A strong100m x 150m copper- gold soil anomaly was also defined several hundred metersto the northwest of the Upper Eva Bell showing, which is also unrelated to anyknown mineralization.

A new discovery of sphalerite-magnetite mineralization was made 800meters to the northwest of the Halifax Zone with values to 15.4% zinc. 

Unexpected Area:   Anew discovery of massive galena mineralization was also made, 1km north of theHalifax zone with values to 51.5% lead, 1.3 % zinc and 327g/t silver.  A second area of mineralization, 200meters to the north, returned values to 1.03% zinc and a third area ofmineralization a further 250 meters to the north, returned values to 17.1 g/tgold, 15.4 g/t silver, 1% lead and 0.6% zinc.  

Contact Area:  High preciousmetals values to 59 g/t gold and 74.9 g/t silver were obtained from sampling atthe Contact Zone.  This zone wasdiscovered during the 2005 work program.

Hastings Area:  Ahistorically known area of massive magnetite-sphalerite mineralization waslocated, 500 m south of the Halifax, with values to 32.3% zinc returned fromsamples collected.

Burnt Basin Area: A new quartz vein discovery was made, 1 km west ofthe Motherlode, with values to 4.6 g/t gold.

Aldeen area:  A new quartzvein discovery was made, 1km north of the Eva Bell, with values to 4.9g/tgold.  

Field work was carried out under the supervision of Linda Caron M.Sc.Geology.******

***China***

A deep Induced Polarization survey was commenced over a portion of theproperty where near surface I.P. anomalies had been defined last year.  The purpose is to define anomalies atdepth below the oxidized zone.  

No results are available yet but will be released when all the data hasbeen received and interpreted.  

 12 

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***Inner Mongolia Property***

OnNovember 17, 2006, Newport acquired an option to earn a 20% interest in a 50%interest held by the optionors in certain mineral exploration rights located inInner Mongolia, China (the "Inner Mongolia Property"). This propertyis held by Noront Resources Ltd. ("Noront" NOT TSX-V) through BaoTouNoront Mineral Development Co. and consists of 5.16 km (2) situated about 100km north of BaoTou City. The option agreement is subject to an underlyingagreement dated February 1, 2006 between Noront and the optionors. In order toearn its interest in the property, Newport issued 2,200,000 common shares tothe optionors and an additional 300,000 common shares to Noront at $0.10 pershare. Newport also granted a total of 2.2% NSR to the optionors on all metalsproduced from the optionors' interest in the property. The optionors alsogranted Newport a first right of refusal on acquiring the remainder of their50% interest for a period of one year. Newport must issue a total of 800,000 commonshares to Noront by February 1, 2009 and incur $750,000 of explorationexpenditures, with a first year obligation to issue 300,000 shares (issued asnoted above) an incur $250,000 of exploration expenditures by February 1, 2007.  Newport received an extension oncompleting the required expenditures to February 1, 2008 in consideration for100,000 shares of Newport, fair valued at $0.45 per share.

 OnAugust 7, 2007 the company issued 3,011,500 shares for the remaining 30%interest in the China Property.   Thecompany now has an option to earn a 50% interest in the China Property.

Newporthas recently received a geological report on the Inner Mongolia Propertyprepared by Newport's Consulting Geologist Daniel Huang M.Sc. Diamond drillingon the Inner Mongolia Property is planned during the summer of 2007. In orderto proceed with this project, Newport will have to raise at least $300,000through private placements or other capital avenues.******

**Off-balance sheet arrangements**

As of September 30, 2007, Newport has had nooff-balance sheet arrangements.

Newport's net loss for the nine months endedSeptember 30, 2007, was $320,803, compared to a loss of $221,566, for the ninemonth period ending September 30, 2006.

Most of the loss for the current period is due togeological consulting fees totaling $216,865 ($26,719 - September 30,2006).  Accounting and legalexpenses were $77,959 compared to $35,753 for the same nine-month period endedSeptember 30, 2006. Office and travel expenses were $12,811 compared to $34,572for the same nine month period ended September 30, 2006.  

**Liquidity andCapital Resources**

As of September 30, 2007, the Company had total cashon hand of $70,580 ($80,943 – September 30, 2006). Newport also had$599,877 in liabilities ($329,293 – September 30, 2006) of which $193,578is owed to related parties ($193,578 – September 30, 2006) and $206,299is owed for accounts payable ($135,715 – September 30, 2006).

Management estimates that Newport will needapproximately $590,000 over the next twelve months to follow through with itsplan of operation. Newport has budgeted $50,000 for legal expenses, $50,000 foraccounting and audit expenses, $75,000 for administration, $60,000 for office,$20,000 for travel expenses, $200,000 for Burnt Basin exploration costs,$200,000 for exploration work on the Mongolia Property and $15,000 for transferagent expenses. Newport intends to raise additional capital through additionalprivate placements of its equity securities and, if available on satisfactoryterms, debt financing to achieve our goals and objectives for the next twelvemonths.

 13 

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**Recent Accounting Pronouncements**

InSeptember 2006, the Financial Accounting Standards Board(“FASB”) issued SFAS No. 157, “Fair ValueMeasurements”. SFAS No. 157 defines fair value, establishes aframework for measuring fair value and expands disclosures about fair valuemeasurements. This statement is effective for financial statements issued forfiscal years beginning after November 15, 2007, and interim periods withinthose fiscal years. The Company expects that this new pronouncement will haveno impact on the Company’s condensed consolidated financial statements.

FAS 159, *“Fair Value Option for Financial Assets andFinancial Liabilities”*. The fair value option established by this statement permits all entitiesto choose to measure eligible items at fair value at specified electiondates.  Most of the provisions ofthis statement apply only to entities that elect the fair value option.  However, the amendment to FASB StatementNo. 115, “Accounting for Certain Investments in Debt and EquitySecurities”, applies to all entities with available-for-sale and tradingsecurities.  This statement iseffective as of the beginning of an entity’s first fiscal year thatbegins after November 15, 2007. The Company expects that this new pronouncement will have no impact onthe Company’s condensed consolidated financial statements.

**Critical Accounting Policies**

The Company adopted the provisions of EITF04-2, *"Whether Mineral Rights are**Tangible or Intangible Assets"*,and FSP FAS 141-1 and 142-1, which concluded that mineral rights are tangibleassets. Accordingly, the Company capitalizes certain costs related to theacquisition of mineral rights

**"Safe Harbor" Statement under thePrivate Securities Litigation Reform Act of 1995**

This Form 10-QSB report maycontain certain "forward-looking" statements as such term is definedin the Private Securities Litigation Reform Act of 1995 or by the Securitiesand Exchange Commission in its rules, regulations and/or releases, whichrepresent our expectations or beliefs, including but not limited to, statementsconcerning our economic performance, financial condition, growth and marketingstrategies, availability of additional capital, ability to attract suitablepersonal and future operational plans. For this purpose, any statementscontained herein that are not statements of historical fact may be deemed to beforward-looking statements. Without limiting the generality of the foregoing,words such as "may," "will," "expect,""believe," "anticipate," "intend,""could," "estimate," "might," or"continue" or the negative or other variations thereof or comparableterminology are intended to identify forward-looking statements. Thesestatements by their nature involve substantial risks and uncertainties, certainof which are beyond our control, and actual results may differ materiallydepending on a variety of important facts, including but not limited to thoserisk factors in Newport's Registration Statement on Form SB-1, as amended,filed with the SEC on June 8, 2005.

**ITEM3: CONTROLS AND PROCEDURES**

**(a) Evaluation of Disclosure Controls andProcedures**

Basedon the management’s evaluation (with the participation our President andChief Financial Officer), our President and Chief Financial Officer haveconcluded that as of March 31, 2008 , the Company’s disclosure controlsand procedures (as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange of 1934 (the "Exchange Act") are effective toprovide reasonable assurance that the information required to be disclosed inthis quarterly report on Form 10-QSB is recorded, processed, summarized andreported within the time period specified in Securities and Exchange Commissionrules and forms , and that such information is accumulated and communicated tothe Company’s management, including the Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow for timely decisions regardingrequired disclosure .

**(b) Internal control over financial reporting**

***Management'sannual report on internal control over financial reporting***

Managementis responsible for establishing and maintaining adequate internal control overfinancial reporting as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act. Our internal control over financial reporting is intended toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith U.S. GAAP. Our internal control over financial reporting should includethose policies and procedures that:

14

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- pertain to the maintenance of records     that, in reasonable detail, accurately and fairly reflect the transactions     and dispositions of our assets;
- provide reasonable assurance that     transactions are recorded as necessary to permit preparation of financial     statements in accordance with applicable GAAP, and that receipts and     expenditures are being made only in accordance with authorizations of     management and the Board of Directors; and
- provide reasonable assurance regarding     prevention or timely detection of unauthorized acquisition, use or     disposition of our assets that could have a material effect on the     financial statements.

Underthe supervision and with the participation of our management, including ourPresident and Chief Executive Officer, and our Chief Financial Officer, when weevaluated the effectiveness of our internal control over financial reportingand preparation of our annual financial statements as of December 31, 2007,  and based upon their evaluation, we determinedour internal controls were not effective on September 30, 2007, as the issuanceof 3,011,500 common shares in August 2007 was not recorded in the September 30,2007 quarterly financial statements and this oversight was only discovered atthe time of the preparation of the audited financial statements.   Our auditors have informed theCompany that they considered the matter described above to be material weaknessesin the Company's internal controls over financial reporting. 

The deficiencies in our internal controlrelated to equity transactions, specifically, the failure to properly recordissuances of stock, and the failure to properly itemize such transactions inthe statement of stockholders’ equity, balance sheet and consolidatedcash flows.  The unrecordedtransactions and disclosure deficiencies were detected in the audit process andhave been appropriately recorded and disclosed in the December 31, 2007 Form10-KSB and this Amendment No. 1 Filing. We are in the process of improving ourinternal controls over accounting for equity and debt transactions and relateddisclosures and process controls in an effort to remediate thesedeficiencies through improved supervision and training of our accounting staff.These deficiencies have been disclosed to our audit committee. Additionaleffort is needed to fully remedy these deficiencies and we are continuing ourefforts to improve and strengthen our control processes and procedures.Newport’s management, audit committee, and directors will implementpolicies and procedures to ensure that our controls and procedures are adequateand effective. 

Thisquarterly report does not include an attestation report of the Company'sregistered public accounting firm regarding internal control over financialreporting. Management's report was not subject to attestation by the Company'sregistered public accounting firm pursuant to temporary rules of the Securitiesand Exchange Commission that permit the company to provide only management'sreport in this quarterly report.

***Changesin Internal Controls***

Asstated above, based on the evaluation as of December 31, 2007, by our Presidentand Chief Executive Officer, and our Chief Financial Officer we have concludedthat as of September 30, 2007, there were material weaknesses in our internalcontrols which we are in the process of implementing corrective action withregard to certain deficiencies and material weakness to ensure the effectivenessof  our internal controls goingforward in the future..

**ITEM3A(T): CONTROLS AND PROCEDURES**

SeeItem 3A – Controls and Procedures above. 

**PART II - OTHER INFORMATION**

**ITEM1. LEGAL PROCEEDINGS**

To Newport's knowledge, nolawsuits were commenced against Newport during the nine months ended September30, 2007, nor did Newport commence any lawsuits during the same period. Thereare no proceedings in which any of our directors, officers or affiliates, orany registered or beneficial shareholder, is an adverse party or has a materialinterest adverse to our interest.

 15 

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**ITEM 2. UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS**

**Unregistered Sales of Equity Securities**

On August 7, 2007 the company issued 3,011,500shares for the remaining 30% interest in the China Property . The company nowhas an option to earn a 50% interest in the China Property.

In November 17, 2006, the Registrant acquired anoption to earn a 20% interest in a 50% interest held by the Original Holders ofthis same Property. Under the November Agreement the Original Holders hadgranted the Registrant a first right of refusal on acquiring the remainder oftheir 50% interest for a period of one year. The Registrant exercised thisright through the August Agreement. The Registrant now owns an option to earn a50% interest in the Property. 

The August Agreement and November Agreement aresubject to an underlying agreement dated February 1, 2006 between the vendor ofthe Property and the Original Holders (the "February Agreement"). Underthe terms of the February Agreement, the Registrant must issue a total of800,000 common shares to the vendor by February 1, 2009 and incur $750,000 ofexploration expenditures, with a first year obligation to issue 300,000 shares(issued) and incur $250,000 of exploration expenditures by February 1, 2007.The Registrant received an extension on completing the required expenditures toFebruary 1, 2008 subsequent to signing the November Agreement in considerationfor the issuance of 100,000 shares of the Registrant.

The Original Option Holders and vendor of theProperty are all at arm's length with respect to each other and are not relatedto the Registrant (i.e. Directors or Officers) and no person or party is anU.S. resident/citizen or entity. 

The issuance made by Newport to the Original Holderswas completed pursuant to Rule 903 of Regulation S of the *SecuritiesAct of 1933* on the basis that the issuance of the shares wascompleted in an offshore transaction, as defined in Rule 902(h) of RegulationS.  Newport did not engage in anydirected selling efforts, as defined in Regulation S, in the United States inconnection with the sale of the shares. The Original Holders represented to usthat they were not a U.S. person, as defined in Regulation S, and were notacquiring the shares for the account or benefit of a U.S. person. The agreementexecuted between us and the Original Holders included statements that thesecurities had not been registered pursuant to the *SecuritiesAct of 1933* and that the securities may not be offered or sold inthe United States unless the securities are registered under the Securities Actof 1933 or pursuant to an exemption from the *SecuritiesAct of 1933*. The Original Holders agreed by on receipt of theshares: (i) to resell the securities purchased only in accordance with theprovisions of Regulation S, pursuant to registration under the *Securities Act of 1933* or pursuant to an exemption fromregistration under the *Securities Act of 1933*;(ii) that we are required to refuse to register any sale of the securitiespurchased unless the transfer is in accordance with the provisions ofRegulation S, pursuant to registration under the *SecuritiesAct of 1933* or pursuant to an exemption from registration under theSecurities Act of 1933; and (iii) not to engage in hedging transactions withregards to the securities purchased unless in compliance with the *Securities Act of 1933*. The share certificates issued to theOriginal Holders were each endorsed with a restrictive legend.

**Use of Proceeds**

Not Applicable.

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES**

Not applicable.

**ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

Notapplicable.

**ITEM5. OTHER INFORMATION**

Not applicable.

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**ITEM6.  EXHIBITS**

**Exhibits**

The following Exhibits are furnished as part of this Form 10-QSB,pursuant to Item 601 of Regulation S-B.

| **Exhibit Number** |  | **Exhibit  Title**                                                                                                                                                    |
|--------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |  |                                                                                                                                                                       |
| 3.1                |  | Articles of Incorporation  (incorporated by reference from our Form SB-1 Registration Statement, filed  June 8, 2005)                                                 |
| 3.2                |  | Bylaws (incorporated by  reference from our Form SB-1 Registration Statement, filed June 8, 2005)                                                                     |
| 10.1               |  | Burnt Basin mineral claims  (incorporated by reference from our Form SB-1 Registration Statement, filed  June 8, 2005)                                                |
| 10.2               |  | Option Agreement to  Acquire Burnt Basin Mineral Claims (incorporated by reference from our Form  SB-1 Registration Statement, filed June 8, 2005)                    |
| 10.3               |  | Addendum Agreement  (incorporated by reference from our Form SB-1 Registration Statement, filed  June 8, 2005)                                                        |
| 10.4               |  | Option Agreement to  Acquire Inner Mongolia Mineral Claims                                                                                                            |
| 10.5               |  | Amendment Agreement to  Acquire Inner Mongolia Mineral Claims                                                                                                         |
| 21                 |  | List of Subsidiaries  (incorporated by reference from our Form SB-1 Registration Statement, filed  June 8, 2005)                                                      |
| 31.1               |  | Certificate of CEO/CFO as Required by Rule  13a-14(a)/15d-14                                                                                                          |
| 31.2               |  | Certificate of CEO/CFO as Required by Rule  13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of  Chapter 63 of Title 18 of the United States Code |
| 32.1               |  | Certificate of CEO as Required by Rule 13a-14(b)  and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of  Title 18 of the United States Code     |

 17 ******SIGNATURES**
In accordance with the requirements of the ExchangeAct, the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

                                                

**  NEWPORT GOLD, INC.**

 

 Date: May   16, 2008 

/s/ Derek Bartlett
 By: 

  Derek Bartlett, President, CEO,  Secretary, and a member of the Board of Directors

 

Date: May 16,  2008 

/s/ John Arnold
By:

  John Arnold, Treasurer, Acting Chief Financial  Officer, and Principal  Accounting Officer